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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 March 31, 1998

                       Commission File Number: 0-21275

                              WALNUT CAPITAL, INC.
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        (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)

           5770 South Beech Court, Greenwood Village, Colorado 80121
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)

                              (303) 221-7376
                        --------------------------
                        (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 March 31, 1998, 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 March 31, 1998
                 (Unaudited) and December 31, 1997         3

               Statements of Operations, Three Months
                 Ended March 31, 1998 and March 31,
                 1997 (Unaudited)                          4

               Statements of Cash Flows, Three Months
                 Ended March 31, 1998 and March 31,
                 1997 (Unaudited)                          5
               
               Notes to Financial Statements               6

     Item 2.   Management's Discussion and Analysis of 
                 Financial Conditions and Results of 
                 Operations                                6

Part II.  Other Information                                7
                               -2-
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                       WALNUT CAPITAL, INC.
                          BALANCE SHEETS
                           (Unaudited)

                              ASSETS

                                          March 31     December 31 
                                            1998          1997    
Current Assets
 Cash                                   $        35    $       65 
  Total Current Assets                           35            65 

Organization costs, net of amortization         163           175 

  Total Assets                          $       198    $      240 


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Accounts payable                   $     2,411    $      515 
     Advances payable, related parties        2,500         2,500 
  Total Current Liabilities                   4,911         3,015 

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              12,375        12,375
     Accumulated deficit                    (17,213)      (15,275)
Total Stockholders' (Deficit)                (4,713)       (2,775)
 
Total Liabilities and 
  Stockholders' (Deficit)               $       198    $      240

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

                                           Three Months      Three Months
                                               Ended             Ended   
                                             March 31,          March 31, 
                                               1998               1997    

Revenues                                   $         -        $         - 

Operating Expenses:
     Professional fees                           1,896              1,168 
     Other                                          42                 36 
       Total Operating Expenses                  1,938              1,204 

Net Loss                                   $    (1,938)       $    (1,204)

Per Share                                  $       nil        $       nil 

Weighted Average Number
 of Shares Outstanding                       1,250,000          1,250,000 

The accompanying notes are an integral part of the financial statements.
                               -4-
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                       WALNUT CAPITAL, INC.
                     STATEMENTS OF CASH FLOWS
                           (Unaudited)

                                           Three Months        Three Months
                                               Ended               Ended   
                                             March 31,           March 31, 
                                               1998                1997    
Cash Flows Operating Activities:
     Net (loss)                             $   (1,938)         $   (1,204)
     Amortization                                   12                  13 
     Increase in accounts payable                1,896                 939 

  Net Cash (Used in) Operating
   Activities                                      (30)               (252)

Cash Flows from Investing
 Activities                                          -                   - 

Cash Flows from Financing
 Activities                                          -                   - 

(Decrease) in Cash                                 (30)               (252)

Cash, Beginning of Period                           65                 904 

Cash, End of Period                         $       35          $      652 

Interest Paid                               $        -          $        - 

Income Taxes Paid                           $        -          $        - 

The accompanying notes are an integral part of the financial statements.
                               -5-
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                       WALNUT CAPITAL, INC.
                  NOTES TO FINANCIAL STATEMENTS
                    March 31, 1998 (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,
    1997 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 March 31, 1998, 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 March 31, 1998, the Company had no material commitments for capital
expenditures.
                               -6-

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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:  May 20, 1998               By:  /s/ Timothy J. Brasel
                                       Timothy J. Brasel, President
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