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                 U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
   
                               FORM 10-QSB                                     
   
            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1997 

                      Commission File Number: 0-21275

                              WALNUT CAPITAL, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Nevada                                        84-1349553
----------------------------                ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

                    P.O. Box 460363, Aurora, Colorado 80046
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)

                              (303) 690-6787
                        --------------------------
                        (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___

As of September 30, 1997, 1,250,000 shares of common stock, $.0001 par value
per share, were outstanding.    

Transitional Small Business Disclosure Format (check one): Yes__    No X
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                              INDEX
                                                         Page
                                                         Number
Part I.   Financial Information

     Item I.   Financial Statements
                    
               Balance Sheets as of September 30, 1997
                 and December 31, 1996                     3

               Statement of Operations, Three Months
                 Ended September 30, 1997                  4

               Statement of Operations, Nine Months
                 Ended September 30, 1997                  5

               Statement of Cash Flows, Three Months
                 Ended September 30, 1997                  6

               Statement of Cash Flows, Nine Months
                 Ended September 30, 1997                  7

               Notes to Financial Statements               8

     Item 2.   Management's Discussion and Analysis of 
                 Financial Conditions and Results of 
                 Operations                                8

Part II.  Other Information                                9
                                2
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                       WALNUT CAPITAL, INC.
                          BALANCE SHEETS
                           (Unaudited)

                              ASSETS
                                                 September 30 December 31 
                                                     1997       1996    
                                                  ----------  ----------
Current Assets
  Cash                                            $       94  $      904
                                                  ----------  ----------
  Total Current Assets                                    94         904 

Organization costs, net of amortization                  187         225 
                                                  ----------  ----------
  Total Assets                                    $      281  $    1,129 
                                                  ----------  ----------

             LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Accounts payable                             $    3,623  $      228
                                                  ----------  ----------
  Total Current Liabilities                            3,623         228 
                                                  ----------  ----------
Stockholders' (Deficit):
     Preferred Stock, $.0001 par value,
          5,000,000 shares authorized
          none issued and outstanding                      -           -
     Common Stock, $.0001 par value,
          100,000,000 shares authorized
          1,250,000 shares issued and 
          outstanding                                    125         125 
     Additional paid-in capital                       14,875      12,375
     Accumulated deficit                             (18,342)    (11,599)
                                                  ----------  ----------
Total Stockholders' (Deficit)                         (3,342)        901 
                                                  ----------  ---------- 
Total Liabilities and Stockholders' (Deficit)    $       281  $    1,129 
                                                  ----------  ----------

The accompanying notes are an integral part of the financial statements.
                                3
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                       WALNUT CAPITAL, INC.
                     STATEMENT OF OPERATIONS
                           (Unaudited)

               Three Months Ended September 30, 1997 

Revenues                                                     $        -
                                                             ---------- 
Operating Expenses:
      Professional fees                                           3,624 
      Other                                                         346
                                                             ----------
        Total Operating Expenses                                  3,970
                                                             ----------
Net Loss                                                     $   (3,970)
                                                             ----------
Per Share                                                    $      nil
                                                             ----------
Weighted Average Number of Shares
 Outstanding                                                  1,250,000
                                                             ----------

The accompanying notes are an integral part of the financial statements.
                                4
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                       WALNUT CAPITAL, INC.
                     STATEMENT OF OPERATIONS
                           (Unaudited)

                Nine Months Ended September 30, 1997 

Revenues                                                     $        -
                                                             ----------
Operating Expenses:
      Professional fees                                           5,890 
      Other                                                         853
                                                             ----------
        Total Operating Expenses                                  6,743
                                                             ----------
Net Loss                                                     $   (6,743)
                                                             ----------
Per Share                                                    $      nil
                                                             ----------
Weighted Average Number of Shares
 Outstanding                                                  1,250,000 
                                                             ----------

The accompanying notes are an integral part of the financial statements.
                                5
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                       WALNUT CAPITAL, INC.
                     STATEMENT OF CASH FLOWS
                           (Unaudited)

                Three Months Ended September 30, 1997

Cash Flows Operating Activities:
     Net (loss)                                             $   (3,970)
     Amortization                                                   12 
     Increase in accounts payable                                1,358
                                                             ----------
  Net Cash (Used in) Operating
   Activities                                                   (2,600) 
                                                             ----------
Cash Flows from Investing Activities                                 -
                                                             ----------
Cash Flows from Financing Activities
      Increase in additional paid-in capital                     2,500
                                                             ----------
  Net Cash Provided by Financing Activities                      2,500
                                                             ----------
(Decrease) in Cash                                                (100)

Cash, Beginning of Period                                          194
                                                             ----------
Cash, End of Period                                          $      94
                                                             ---------- 
Interest Paid                                                $       - 
                                                             ----------
Income Taxes Paid                                            $       -
                                                             ---------- 

The accompanying notes are an integral part of the financial statements.
                                6
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                       WALNUT CAPITAL, INC.
                     STATEMENT OF CASH FLOWS
                           (Unaudited)

                Nine Months Ended September 30, 1997

Cash Flows Operating Activities:
     Net (loss)                                             $   (6,743)
     Amortization                                                   37 
     Increase in accounts payable                                3,396 
                                                             ----------
  Net Cash (Used in) Operating
   Activities                                                   (3,310)
                                                             ----------
Cash Flows from Investing Activities                                 -
                                                             ----------
Cash Flows from Financing Activities
     Increase in additional paid-in capital                      2,500
                                                             ----------
  Net Cash Provided by Financing Activities                      2,500
                                                             ----------
(Decrease) in Cash                                                (810)

Cash, Beginning of Period                                          904
                                                             ----------
Cash, End of Period                                          $      94
                                                             ---------- 
Interest Paid                                                $       -
                                                             ----------
Income Taxes Paid                                            $        - 
                                                             ----------

The accompanying notes are an integral part of the financial statements.
                                7
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                       WALNUT CAPITAL, INC.
                  NOTES TO FINANCIAL STATEMENTS
                  September 30, 1997 (Unaudited)

(1)  Condensed Financial Statements

The financial statements included herein have been prepared by Walnut Capital,
Inc. without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and Walnut Capital, Inc. believes that
the disclosures are adequate to make the information presented not misleading. 
It is suggested that these financial statements be read in conjunction with
the December 31, 1996 audited financial statements and the accompanying notes
thereto.  While management believes the procedures followed in preparing these
financial statements are reasonable, the accuracy of the amounts are in some
respect's dependent upon the facts that will exist, and procedures that will
be accomplished by Walnut Capital, Inc. later in the year.

The management of Walnut Capital, Inc. believes that the accompanying
unaudited condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented.

                              ITEM 2

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

Walnut Capital, Inc. (the "Company") was organized as a Colorado corporation
on June 14, 1996, in order to evaluate, structure and complete a merger with,
or acquisition of, prospects consisting of private companies, partnerships of
sole proprietorships.  The Company may seek to acquire a controlling interest
in such entities in contemplation of later completing an acquisition.  The
Company is not limited to any operation or geographic area in seeking out
opportunities.  Management has not identified any particular business or
industry within which the Company will seek an acquisition or merger.  The
Company has not conducted, nor have others made available to it, market
research supporting the viability of the Company's proposed operations.

The Company generated no revenues during the quarter ended September 30, 1997,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, if any, as contemplated by the Company's business
plan.

The Company's capital is limited.  The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.

At September 30, 1997, the Company had no material commitments for capital
expenditures.
                                 8
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                    PART II. OTHER INFORMATION

Item 1.   Legal Proceedings.  None.

Item 2.   Changes in Securities.  None.

Item 3.   Defaults upon Senior Securities.  None.

Item 4.   Submission of Matters to a Vote of Security Holders.  None.

Item 5.   Other Information.  None.

Item 6.   Exhibits and Reports on Form 8-K.  None.

                            SIGNATURES

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

                                   WALNUT CAPITAL, INC.

Date:  December 17, 1997           By:  /s/ Timothy J. Brasel
                                        Timothy J. Brasel
                                        President
                                9
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                               EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
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  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically