SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-KSB

  X  Annual Report Pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934 for the Fiscal Year Ended 
December 31, 1998.


     Transition report pursuant to Section 13 or 15(d) of 
the Securities Exchange Act of 1934 for the transition 
period from _____ to _____.

                        Commission File Number 0-21662

                            STRATEGIA CORPORATION
             (Exact name of registrant as specified in 
its charter)

           Kentucky                          61-1064606
   (State or other jurisdiction of   (I.R.S. Identification No.)
Employer incorporation or organization)

6040 Dutchmans Lane, Suite 400
Louisville, Kentucky                          40205-3271
(Address of principal executive offices)       (zip code)

Registrant's telephone number, including area code: 
(502)426-3434

Securities registered pursuant to Section 12(b) of the Act:
   Common Stock

Securities registered pursuant to Section 12(g) of the Act:
   None        

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 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 or any amendment to this Form 10-KSB. [ ]

The aggregate market value of the voting stock held by 
non-affiliates of the registrant as of December 31, 1998:
  Common stock -- $3,500,758.

The number of shares of the registrant's common stock 
outstanding as of
March 25, 1999 -- 4,667,677 shares.

                          REFERENCE

Portions of the Corporation's Definitive Proxy Statement 
is incorporated by
reference into Part III of this Form 10-KSB.


                                    PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

Preliminary Note Regarding Forward-Looking Statements

     The information set forth in "Item 1. Description of Business" and in 
"Item 6. Management's Discussion and Analysis of Operations and Financial
Condition" of this report includes "forward-looking statements."  For this
purpose, the words "believes," "anticipates," "plans," "expects," and similar
expressions are intended to identify forward-looking statements.  There are a
number of factors that could cause the Company's actual results to differ
materially from those indicated by the forward-looking statements, including,
without limitation, those set forth under "Certain Factors That May Affect
Future Results" and in other sections of "Item 1. Description of Business" and
in "Item 6. - Management's Discussion and Analysis."

GENERAL

     Strategia Corporation ("Strategia") and its subsidiaries(together
referred to as the "Company") provides a variety of information technology
services including Year 2000 consulting, disaster recovery, and outsourcing
services, both in the United States and in Europe.  Since 1984 the Company
has specialized in assisting business organizations and government agencies
prepare for and avert the consequences of unknown, unplanned interruption in
data processing of large-scale computer systems.  The Company has provided
disaster recovery services to more than 200 large and medium-sized
organizations in diverse industries.  During 1997, the Company developed
resources and began to provide services to business organizations, government
agencies and non-profit organizations to assist clients in preparing for and
implementing the conversion of their computers and other systems to allow
those systems to function without interruption on and after January 1, 2000.
The problem these systems may have processing the change in century is often
referred to as the "Year 2000" problem.  During 1998 the Company provided
Year 2000 services to approximately 75 different organizations in the United
States and France.

     The Company has provided alternate site processing in North America since
1984 to users of large-scale Bull (formerly Honeywell) computers and to
users of IBM computers since 1993.  Similar services have been provided in
Europe since 1995, through a wholly-owned subsidiary, Twinsys Dataguard S.A.,
for users of Bull computer systems; and for UNIX-based computer systems since
1996.  Clients are entitled to use the Company's data centers in Louisville,
Kentucky and Paris, France if the client's data center is rendered inoperable
as a result of natural disaster, fire, sabotage or other emergency.  The
Company also provides contingency planning consulting services that assess a
client's vulnerability to an unplanned interruption of data processing and
assist the client in preparing a contingency plan to allow critical business
functions to resume as promptly as possible.

     Year 2000 Services involve assisting clients in various aspects of
assessing the magnitude of and resolving its Year 2000 problem.  This service
represents a natural extension of the Company's historical contingency
planning and disaster recovery services. The Company believes the added
information technology skills, expertise and familiarity with client systems
that it expects to develop through Year 2000 Services will strengthen its
capability to provide a broader range of information technology services in
the future.

INDUSTRY BACKGROUND

YEAR 2000 SERVICES

     THE YEAR 2000 PROBLEM.  For several decades programmers typically encoded
years into computer programs using a two-digit format (e.g., "96" for
"1996") rather than a complete four-digit format. The use of a two-digit date
format makes it impossible to distinguish between dates in different 
centuries.  Computer programs asked to process a date after the year 1999 may
interpret the date as 100 years earlier than the intended date (e.g. 1905 for
2005), may go to an arbitrary default date such as 1980, may fail to process
the date or may fail altogether.  Even if the particular program will
accommodate a 21st century date, it may be unable to communicate that date to
other programs with which it must interact.

     The extensive reliance of business, government, and other organizations 
upon computer-based information systems make it essential for these
organizations to assess and resolve their Year 2000 problem.  Many
organizations are being required to analyze and modify their current systems.
In addition to problems arising in its own systems, an organization may be
indirectly affected by the date-dependent computer programs and databases used
by other organizations. 

     The Year 2000 problem, however, is not limited to mainframe computers.
Mid-range and personal computers are also susceptible.  In addition, there are
many medical, industrial and infrastructure devices which have embedded chip
technology that utilize dates for ensuring proper maintenance and other
purposes.  These devices may also fail when the date changes centuries.  The
effect of failure of these devices could range from inconveniences to
disastrous. 

DISASTER RECOVERY SERVICES

    Disaster recovery services are intended to reduce a business or government
organization's vulnerability to unanticipated interruptions of critical
information processing functions. The day-to-day operations of most business,
government and other organizations require immediate and continuous access to
their information processing system. In many cases, the failure of such
systems or critical aspects thereof, even for short periods of time, can
affect vital organizational functions, with potentially critical losses to the
organization and its clients or constituents. Such dependence on the computer
system makes organizations vulnerable to catastrophic losses if their
centralized information processing operations are significantly interrupted as
a result of natural disasters, fire, sabotage, strike, long-term power outage,
explosion, or other unanticipated event.  Disaster Recovery services include
alternate site processing and contingency planning consulting services. 

OUTSOURCING

     Business organizations are transferring information processing functions
to outside vendors with increasing frequency as a result of strategic,
financial, operational, and technological factors. The shift in recent years
towards client/server based computer applications, the dispersion of 
processing into networks, rapidly advancing and changing technology, and the
tendencies of businesses to "mix and match" new hardware and software
applications from a variety of sources have increased the complexity of the
information systems of most organizations.  Many organizations have found it
cost-effective to use outside vendors to manage information technology issues
such as compatibility of applications, customizing applications for
specialized uses (reengineering), monitoring advances in technology, and
managing technological obsolescence. As a greater portion of information
processing resources are being directed toward specialized technologies and
applications for particular revenue generating activities, information
managers are focusing on reducing the costs of operating older "legacy"
mainframe systems that often remain in use for recordkeeping and other
traditional business functions.  By outsourcing, an organization may be able
to devote more resources to business development and other strategic functions
rather than more routine functions and to take advantage of the efficiencies
in personnel, systems maintenance, and software licensing costs offered by a
vendor who operates legacy systems for multiple clients. 

COMPANY SERVICES

YEAR 2000 SERVICES

      The Company's Year 2000 services include identification and analysis
of the magnitude of a client's potential Year 2000 problem, project management
services in connection with coordinating the client's Year 2000 resolution
program, conversion of computer software date fields, and testing the
performance of the converted software.  The Company also provides consulting
services in connection with Year 2000 embedded chip and personal computer
technologies.  The Company offers these services either separately or together
for organizations that prefer a turnkey solution for their entire Year 2000
project.  Each is described in more detail below.

      IMPACT AND ALTERNATIVES ANALYSIS.  The impact and alternatives analysis
is intended to give senior management a clearer understanding of the
organization's operational and financial risks in order to make informed
decisions about resolving the Year 2000 problem.  The impact and alternatives
assessment initially identifies critical planning issues such as lead times,
technology and personnel requirements, and estimated costs. The Company's
consultants then work with the organization's technical personnel to analyze
the organization's operating systems, utilities, third party products, and
network environments in order to identify exposures and assess alternatives.
The analysis addresses the Year 2000 issues and risks specific to the
organization, including the importance of certain business applications,
related liabilities, and costs and benefits of various Year 2000 compliance
alternatives. 

     MAGNITUDE ASSESSMENT.  The Company conducts a detailed analysis of an
organization's computer software application portfolio, data, and application
interfaces in order to permit selection of the optimal conversion strategy for
the organization. The process involves preliminary identification of date
fields, data, and program source codes requiring modification; examination of
interdependencies of applications, platforms and standards; evaluation of
potential problems arising from inconsistent data definitions and field naming
conventions, the use of multiple synonyms and hard coded date values; and the
development of appropriate conversion techniques.

     CODE CONVERSION.  The Company may assist the organization in developing a
comprehensive conversion plan. The plan prioritizes the conversion sequence,
defines the conversion approach, and directs critical elements of the
conversion such as unit testing, bridging converted applications to
non-converted applications, and managing changes.  Programs and data are then
systematically converted, according to the plan.  Following the conversion,
the converted code should be validated.  The Company may contract to provide
some or all of these services depending on each customer's needs.  For example,
the organization may elect to perform its own code conversion, but may request
independent validation and verification of the process.

     EMBEDDED CHIP AND PERSONAL COMPUTERS.  The Company provides consulting
services assisting its clients to identify Year 2000 issues with embedded
chips and personal computers and to develop remediation and testing plans to
address the issues. 

     COMPLIANCE TESTING.  Industry analysts as well as federal banking and
securities regulatory agencies have publicly emphasized the importance of
adequate testing of Year 2000 conversions because of the need to have
compliant systems operating no later than January 1, 2000. The number and
complexity of interrelated applications typically involved in a business or
government organization's information system, as well as the critical nature
of a substantial number of these applications to the conduct of the business
or government function, increase the importance of thorough testing before the
organization relies on converted applications.  In order to provide an
alternative to the inefficient piecemeal approach, the Company invested in
testing resources that would allow organizations to test their entire converted
system at one time, thus reducing the length and complexity of both the
conversion and testing processes.  In 1997, the Company opened a Year 2000 code
renovation and compliance testing center in Shelbyville, Kentucky.  In spite of
the apparent need for extensive testing, the Company has experienced virtually
no demand for testing utilizing the Shelbyville facility.  Its primary testing
services have revolved around assisting clients to develop their own testing
models.

DISASTER RECOVERY SERVICES

     Alternate site processing subscribers are entitled, in the event of a
disaster, to immediate use of the Company's IBM, Bull or UNIX-based computer
systems together with all required peripheral, communications, and support
equipment.  Use of certain peripheral and support systems and office space is
included in the basic service level, and additional peripheral equipment is
available at higher levels of service at additional cost.  If a disaster occurs,
the client may process at the hot site for specified periods.  Pricing levels of
client contracts depend on the amount of capacity on the large-scale Bull, IBM,
and UNIX computers to be made available to the customer and the particular
configuration of the peripheral and communications equipment needed.
Subscribers are also entitled to a certain amount of testing time at the
Company's hot sites where the Company's technical personnel work with the
client's information services staff to ensure the compatability of the
organization's applications with the back-up system under various disaster
scenarios.

     The Company provides contingency planning consulting services to users of
IBM, Bull, and other computer systems.  Contingency planning includes an
assessment of the vulnerability of the client's business operations to
unanticipated interruptions of critical data processing functions, including
recommendations to minimize both the probability of occurrence and the cost of
those potential data processing disruptions and the loss or destruction of
critical records.  The Company will also assist in designing a recovery plan 
to structure procedures for restoration of all organizational functions as 
well as information processing capabilities, for replacement of needed 
supplies and equipment, and for the division of staff responsibilities.

OUTSOURCING

     The Company provides data center outsourcing to users of Bull and IBM
computer systems in North America from its Louisville, Kentucky data center.
Depending on client preferences, the Company can operate a client's older
"legacy" computer systems on a permanent basis or during a transition to a new
computing platform, provide temporary capacity during seasonal peak load
periods, or assume other information management functions that organizations 
may elect to outsource. Systems re-engineering, for example, converts 
applications developed internally for a legacy system for use in more versatile
"open systems."  Although the Company intends to continue to pursue 
opportunities in this area, its current revenues from outsourcing are not 
significant.

SALES AND MARKETING

     The Company currently maintains marketing personnel in both the United
States and Europe.  In the U.S. the Company has adopted a unified marketing
structure in which each marketing representative sells all of the Company's
services.  These representatives are backed by various technical specialists.
This approach supports cross selling opportunities and account control.  In
Europe, marketing is divided between Year 2000 services and disaster recovery
services.

      The Company's marketing strategy is to increase recognition of Strategia
Corporation as a provider of Year 2000 services as well as a wide range of
information technology services. Whenever possible, the Company intends to
capitalize on relationships with past and present customers and vendors.  This
includes a continuing focus on both (i) its historic base of clients and (ii)
industries such as health care, government, education, utilities and
manufacturing where it has developed significant Year 2000 business.  The
Company plans to capitalize on its familiarity with the computing environment
of these industries and the relationships it has in order to develop
additional Year 2000 services business during 1999 and a broader range of
post-Year 2000 services. The Company also intends to cultivate partnership
relationships in order to develop new business.

     Over the last eighteen to twenty-four months, the Company's U.S. sales
and marketing efforts have focused almost exclusively on Year 2000 services,
which accounted for 86% of U.S. revenues in 1998.  During 1999, the Company
will not only focus on selling Year 2000 services, but will also focus on
developing new information technology service offerings.  There is, however,
no assurance that the Company will successfully transition its U.S. business
from primarily being a Year 2000 problem services provider to being a provider
of other information technology services.  Furthermore, the demand for Year
2000 services throughout the entire year of 1999 is unknown at this time.

CLIENTS

     During 1998, France Telecom and its affiliated divisions, together
accounted for $1.7 million, or 20%, of the Company's consolidated disaster
recovery backup services revenue.  Most of the Company's contracts with its
alternate site processing clients are for multi-year terms.  The loss of any
of the Company's major clients could materially and adversely affect its
business, operating results and financial condition.

     The Company generated Year 2000 service revenues in 1998 from
approximately 40 different clients in the U.S. and 35 different clients in
Europe.  These services are not of a repetitive nature and can not
be expected to recur in 1999 from the same customers.  

COMPETITION

     The markets for the Company's information technology services are highly
competitive.  The primary competitive factors are the skills, expertise, and
experience of the provider's personnel, the ability of such personnel to
provide effective solutions to information processing problems, the
availability of facilities and equipment in certain circumstances, and price.
The Company believes that its emphasis on customer service, its experience in
data center operations, its ability to offer end-to-end solutions, and its
reputation for offering quality Year 2000 and contingency planning consulting
services may distinguish Strategia from its competitors.

     The demand for information technology services has increased in recent
years due to new technologies, due to competitive pressures that exist for all
businesses in the global economy to operate more effectively and efficiently,
and due to the need to solve the Year 2000 problem.

     Many of the Company's competitors are more established, benefit from
greater name recognition, and have substantially greater financial, technical
and marketing resources than the Company.  There are no significant
proprietary or other barriers to entry into the consulting business other than
the need for technical expertise. As a result, there can be no assurance that
competitors will not develop methodologies that gain more market acceptance
than the Company's methodologies. Entry into disaster recovery and data center
outsourcing services, however, may involve the acquisition of substantial
amounts of computer hardware and software.  On the other hand, the increase in
the popularity of network systems has reduced the demand for main-frame
computer systems from mid-size users, the Company's historical customer base.

INTELLECTUAL PROPERTY

     The Company's intellectual property primarily consists of the
methodologies developed for use in its Year 2000 services, computer disaster
recovery, and contingency planning businesses. The Company does not have any
patents and relies upon a combination of trade secret, copyright and trademark
laws, and contractual restrictions to establish and protect its ownership of 
its proprietary methodologies. The Company generally enters into non-disclosure
and confidentiality agreements with its employees and clients. Despite these
precautions, it may be possible for an unauthorized third party to replicate
the Company's methodologies or to obtain and use information that the Company
regards as proprietary.

PERSONNEL

     As of December 31, 1998, the Company had 66 full-time employees in its
U.S. operations.  The Company had 52 full-time employees in its European 
operations in Paris, France. 

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

     The following important factors, among others, could cause actual results
to differ materially from those indicated by forward-looking statements made
in this Annual Report and presented by management from time to time.

     CONTRACTION OF HISTORICAL BUSINESS BASE. For more than a decade, the
Company had been the leading provider of disaster recovery backup services to
users of Bull computer systems in North America.  However, the Company's
revenues from this historical business have declined significantly in recent
years as the number of large Bull data centers in North America has decreased
from approximately 700 in 1986 to less than 100 in 1998.  In addition, since
1994 an affiliate of Groupe Bull has been offering computer backup services in
North America.  The Company's revenues in the United States from disaster
recovery services for Bull computers were approximately $830 thousand in 1998,
are expected to decline to approximately $500 thousand in 1999, and may decline
even more dramatically in 2000. 

     The Company has sought to expand the range of information technology
services it can offer to customers in recent years, as the market for its
historical disaster recovery business has contracted.  The Company has offered
disaster recovery backup services for certain IBM computer systems since 1993
in the U.S., and began in February 1995 to offer Bull backup services in
France, where the number of data centers using Bull computers is much larger
than in North America.  However, it is anticipated that the number of Bull
based computer data centers in France will decline over the coming years.
In 1997, the Company expanded into providing Year 2000 services.  In 1998,
Year 2000 services accounted for 86% of revenues in the U.S. and 58% of total
revenues.  Demand for Year 2000 services, however, is expected to diminish
significantly after 1999, and may diminish before that.

     The development of new information technology service offerings is in an
early stage and there can be no assurance that the Company will be able to
develop a portfolio of information technology services that will allow it to
be competitive in the IT services business.  The inability to maintain its
Year 2000 services business during 1999 or to develop other information
technology services required by clients after 1999 would materially and
adversely affect the Company's business, operating results and financial
condition.

     RECENT LOSS AND ACCUMULATED DEFICIT.  The Company incurred a consolidated
loss of $2.4 million for the year ended December 31, 1998, following a $3.1
million loss in 1997.  The Company has expended significant amounts of cash to
support marketing and other activities related to the establishment of its Year
2000 services business.  The chief source of cash during the last two years has
been net proceeds of approximately $8.6 million from a public stock offering
completed during the first quarter of 1997.  Revenues from Year 2000 services
and disaster recovery computer services are the only material sources currently
available to meet the Company's operating and capital requirements.  Because
of the various business risks described elsewhere in this discussion of
factors that may affect future results, there can be no assurance that the
Company will be consistently profitable.

     VARIATION IN RESULTS.  The Company has experienced and expects to
experience fluctuations in its quarterly results.  A variety of factors
influence the level of the Company's revenues in a particular quarter,
including the number, requirements, and nature of Year 2000 projects, changes
during the course of projects that may impact the timing and current scope of
work in progress, general economic conditions that may influence decisions by
clients and potential clients to invest in or replace their computer
systems, decisions by management to rely on in-house information technology
personnel for some or all of a client's or a potential client's information
systems projects, the ability of certain clients to terminate their
engagements without penalty, competition for engagements, and other factors,
many of which are beyond the Company's control.  A significant portion of the
Company's current cost structure does not vary in relation to the Company's
level of revenues.  If revenues for a particular quarter do not meet
expectations, operating results will be adversely affected.  Gross margins
will vary based upon  a number of factors, including employee utilization
rates, as well as the type and number of consulting engagements performed by
the Company during a particular period.  Because the Company bids a majority
of its Year 2000 projects on a fixed-fee basis, there is a risk on any project
that the amount bid will not provide the anticipated level of profit.

     AVAILABILITY OF TECHNICAL PERSONNEL.  The information technology services
business requires the availability of knowledgeable, skilled technical
personnel.  The Company competes with major computer, communications,
consulting and software companies, as well as information technology
departments of major corporations, in seeking to attract qualified personnel.
There can be no assurance that the Company will be able to attract and retain
appropriate personnel.

     COMPETITION.  As described elsewhere, the markets for Year 2000 services
and the Company's other information technology services are highly
competitive.  A large number of companies engaged in the information
technology services business are more established, benefit from greater name
recognition and have substantially greater financial, technical and marketing
resources than the Company.  Moreover, there are no significant proprietary
or other barriers to entry in the information technology consulting services
industry.  There can be no assurance that the Company will be able to compete
successfully against its competitors or that the competitive pressures faced
by the Company will not affect its financial performance.  (See  "Item 1.
Description of Business-Competition.")

     RAPID TECHNOLOGICAL CHANGE.  The information technology services industry
is characterized by evolving technology and changing methodologies.  The
Company's future success will depend on its ability to innovate, to
update its proprietary methodologies, and to develop niches in providing
information technology business services.

     CONCENTRATION OF CLIENTS.  The Company's ten largest disaster recovery
backup services clients in 1998 accounted for approximately 38% of consolidated
disaster recovery revenues.  Most of the Company's contracts with its alternate
site processing clients are for multi-year terms. The loss of any of the major
clients of the Company could materially and adversely affect the Company's
business, operating results and financial condition.  Although some Year 2000
service contracts are significant in size, these services are not of a
repetitive nature.  New clients for new services must continually be
developed.  (See "Item 1. Description of Business-Clients.")

ITEM 2.   DESCRIPTION OF PROPERTY.

     The Company's corporate offices are located at 6040 Dutchmans Lane, Suite
400, Louisville, Kentucky.  These offices consist of approximately 16,000
square feet and are leased for an initial term of six years, ending January 8,
2004.  The Company's U.S. computer center is located at 10301 Linn Station
Road, Louisville, Kentucky, in a two-story, 27,900 sq. ft. building on
approximately two acres, which the Company owns subject to a mortgage.  The
Company also leases a 28,000 square foot data center in Shelbyville, Kentucky
that was expected to be dedicated to Year 2000 code renovation and compliance
testing.  The initial term of the lease is five years ending March 31, 2002.
Due to the lack of Year 2000 code renovation and compliance testing business,
commercial  real estate brokers have been engaged to dispose of this facility.
The offices of Twinsys, including its 1,000 square meter computer center, and
Strategia Europe are located in leased space in commercial office buildings in
Paris, France.  The current term of the data center lease expires December 31,
1999. The additional office space required to accommodate the growth in the
consulting services business has a lease that expires in 2002.

     The equipment at the Company's Louisville, Kentucky facility is both 
owned and leased. The data center contains an IBM 3090-600 class system, and
three large-scale Bull systems consisting of a DPS 9000/542, a DPS 8000/83, and
a DPS 90/94. The DPS 8000/83 and DPS 90/94 are not Year 2000 compliant.  The
DPS 9000/542 system, as currently configured, is not Year 2000 compliant
Although the CPU itself is Year 2000 compliant.  The Shelbyville, Kentucky,
facility is also equipped with an IBM 3090-600 class system.

     Substantially all of the equipment at the Paris, France facility is
leased.  The data center contains ten large-scale and mid-range Bull computer
systems as well as a number of smaller UNIX-based systems.  Although two older
systems may not be Year 2000 compliant, all critical systems are believed to
be Year 2000 compliant.

     The Company's payments due under its capital leases for its computer
equipment, and its current operating leases for equipment and facilities are
set forth in Note 6 of Notes to Consolidated Financial Statements. 

ITEM 3.   LEGAL PROCEEDINGS.

     The Company is a party in certain routine legal proceedings incidental
to its business. Management believes, after discussion with legal counsel,
that the ultimate resolution of these proceedings will not have a material
adverse impact on its financial status.

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

          None.


                               PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS.

      Strategia's Common Stock has traded on the American Stock Exchange since
August 6, 1997.  Prior to that date the Common Stock traded on the over-the-
counter market.  The Company believes it has approximately 700 beneficial
owners of the Company's Common Stock.  The following table sets forth the
quarterly range of high and low closing sale prices per share reported on the
American Stock Exchange during 1998 and from August 6, 1997 through December
31, 1997, and the ranges of high and low bid quotations per share from January
1, 1997 through August 5, 1997, according to National Quotation Bureau, Inc.

<TABLE>
<CAPTION>
                             1998                      1997
     Quarter          High          Low          High          Low
     <S>             <C>          <C>           <C>          <C>
     First           $9.13        $7.00         $8.63        $6.50
     Second           9.63         4.88         15.75         7.50
     Third            5.75         2.19         15.38        12.75
     Fourth           2.13          .63         13.75         7.63
</TABLE>

     The bid and asked quotations prior to August 6, 1997 reflect interdealer
quotations without retail mark-up, mark-down, or commissions and do not
necessarily represent actual transactions.  On March 25, 1999, the closing sale
price reported for the Common Stock was $.75 per share.

     Since its inception in 1984, the Company has not paid any dividends on
its Common Stock.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Preliminary Note Regarding Forward Looking Information

The information set forth below in "Management's Discussion and Analysis" as
well as other sections of this report includes forward-looking statements.  For
this purpose, the words "believes," "anticipates," "plans," "expects," and
similar expressions are intended to identify forward-looking statements.
Factors that could cause the Company's actual results to differ materially
from those indicated by the forward-looking statements include the uncertain
market for Year 2000 services, the availability of technical
personnel, the Company's relationship with automated tool vendors, the
Company's plan to expand the services it offers, the limited time in which a
market for Year 2000 services is expected to exist, events that affect the
timing of the Company's recognition of service revenues, the Company's financial
resources, and competitive factors.  These and other factors are set forth
below in " Management's Discussion and Analysis" and described in greater detail
elsewhere in the Company's annual report under the heading "Certain Factors That
May Affect Future Results."

Results of Operations

The Company generated revenues of $21.6 million for the year ended December 31,
1998 versus revenues of $11.0 million for 1997.  The Company incurred a net
loss of $2.4 million for the year ended December 31, 1998, compared to a net
loss of $3.1 million in 1997.

The significant increase in 1998 revenues is attributable principally to an
increase in Year 2000 services revenues, in both the United States and France,
as compared to the prior year.  Year 2000 services revenues in the United
States were approximately 48% of the Company's consolidated service revenues
for the year ended December 31, 1998.  In the 1997 year, the comparable
percentage was approximately 13%.  The majority of the United States Year 2000
services revenues in 1998 were generated from consulting and project management
services, with a much smaller percentage from Year 2000 code renovation and
compliance testing services.

The Company's French subsidiaries accounted for approximately 45% of the
Company's consolidated service revenue for the year ended December 31, 1998,
compared to approximately 63% for the full year 1997.  This decrease in
relative contribution is primarily due to the increase in North American Year
2000 services revenue as described above.  The 1998 pretax loss in France was
primarily due to Strategia Europe.

Revenues and pretax loss are shown below by geographical component:

<TABLE>

                                               Year ended
                                              December 31,
                                         1998               1997
<S>                                      <C>                <C>
Service revenues:
  United States                      $11,941,536       $ 4,050,591
  Foreign                              9,680,036         6,971,381
                                      ----------        ----------

                                     $21,621,572       $11,021,972
                                      ----------        ----------

Pretax loss:
  United States                      $(1,759,790)      $(2,844,117)
  Foreign                               (521,625)         (208,520)
                                      ----------        ----------

                                     $(2,281,415)      $(3,052,637)
                                      ----------        ----------


</TABLE>

The consolidated operating loss for the year ended December 31, 1998,
decreased to $2.1 million from a $2.9 million loss in 1997.  The significant
operating losses in 1998 and 1997 were primarily due to losses generated by
the Year 2000 services operations in both the United States and France.  The
Company's costs increased significantly in 1998 over the prior year as costs
were incurred in both the technical service areas and in the selling and
administrative areas in anticipation of the demand for Year 2000 services in
both the United States and Europe.  Selling, general and administrative
expenses increased to $7.8 million (36% of revenues) for the year ended
December 31, 1998, as compared to $5.1 million (46% of revenues) in 1997.
Selling, general and admnistrative costs included a 1998 third quarter bad
debt provision of $200 thousand.

In the fourth quarter of 1998, the Company reduced its U.S. workforce by
approximately one-third.  Only a small part of the benefit of this cost
reduction has impacted 1998's financial results.  The Company also reviewed
its assets at the end of the fourth quarter under the Impairment of Value
concept required by Financial Accounting Standards Board Statement No. 121.
This was done in light of the lack of anticipated business in the (COBOL)
renovation and compliance testing areas.  The Company recorded a $440 thousand
non-cash charge to reflect a write-off of certain assets.

Other income, net was less favorable in the year ended December 31, 1998,
versus the comparable period in 1997.  This was primarily due to less interest
income being earned on short-term investments in 1998 due to the increased
investment in working capital and costs incurred to develop the Year 2000
services business.  Interest expense in 1998 and 1997 principally related to
capital leases and a mortgage on the U.S. data center.

The provision for income taxes principally related to French income taxes
resulting from the income of Twinsys and its majority-owned subsidiary that
can not be offset by operating losses elsewhere.

The Company incurred a $3.1 million loss in 1997, which generally reflected the
early stage of development of the Year 2000 services business.  The Company
expended significant amounts in the United States and Europe during 1997 to
establish its presence in the growing Year 2000 services market and to be in a
position to bid for contracts.  The Company added technical, marketing and
support staff and otherwise devoted substantial financial resources to build
infrastructure to support growth in the volume of business expected to develop
in the coming two years.  The Company began generating revenue under Year 2000
service contracts in 1997.  However, both the number of contracts and amount of
work performed under those contracts were limited.  Although some of the
contracts generated positive gross margins in 1997, the amount of profit was
insufficient to overcome either the losses on two of the Company's initial Year
2000 services contracts or its increased level of cost of services and selling,
general and administrative expenses.

The Company reported revenue of $11.0 million for the year ended December 31,
1997.  The European business accounted for approximately 63% of consolidated
service revenue in 1997.  European revenues, consisting mainly of backup and
related disaster recovery service revenue in 1997, did not change
significantly.  Revenue in the United States increased by approximately 59%
for the year due to the additional revenue generated on Year 2000 services
contracts, which in 1997 became the largest component of United States
revenues.  Bull backup service revenue continued to decrease in the United
States.

The Company's costs of services for 1997 were $8.8 million and selling,
general and administrative expenses were $5.1 million in 1997.  The Company
made significant expenditures during 1997 to develop the infrastructure
required to support Year 2000 services.  Following the completion of a
public stock offering in March 1997, the Company incurred increases in
professional fees and other expenses related to investor relations services,
initial listing on the American Stock Exchange, and similar post-offering
matters.

Financial Condition, Liquidity and Capital Resources

The Company has an accumulated deficit of $8.5 million, having incurred
$5.5 million in losses during the last two years.  Those losses were primarily
due to the cost of establishing and maintaining an infrastructure to market
and deliver Year 2000 services.  The market did not develop as anticipated and
in December 1998 the Company implemented a restructuring plan that included a
U.S. workforce reduction of approximately 30% from the level at the beginning
of the 1998 fourth quarter.  The Company is also investigating other steps
that can be taken to reduce costs in order to more properly align costs with
its current level of business.  The ability of the Company to continue as a
going concern is dependent on management's ability to successfully achieve
consistently profitable operations.

The Company had a net decrease in cash of $3.1 million in 1998, primarily
a result of a net loss of $2.4 million and an increase in other current assets.
The Company has no present plans to make significant capital
expenditures during 1999.  The Company has no lines-of-credit or other
confirmed sources for capital at this time. 

At December 31, 1998, the Company had working capital totaling $1.5 million.
Accounts receivable and unbilled revenues have increased a combined $2.6
million since December 31, 1997.  The increase was attributable to the 1998
increase in revenues and the larger number of Year 2000 services engagements
in progress at December 31, 1998.

Net property and equipment of $6.1 million declined from $7.5 million at
December 31, 1997.  This was due primarily to the depreciation
expense exceeding assets purchased and leases capitalized for accounting
purposes.  It also included approximately $180 thousand reduction in value as
a result of the $440 thousand Impairment of Assets write-down.

Year 2000 Services generated 86% of U.S. revenues and 58% of consolidated
revenues in 1998.  There is no assurance that the Company can replace this
volume of business with new service offerings in the year 2000 when the demand
for Year 2000 service offerings is expected to decline significantly.  If the
Company can not successfully transition its U.S. business to other information
technology services, the financial condition of the Company would be
significantly adversely impacted.

In March 1997, the Company completed a public stock offering that raised
$8,592,982, net of offering expenses.  Offering proceeds were used to repay
an $800,000 stockholder loan and as a significant source of funds for the
Company's investment in additional personnel, equipment and facilities in the
United States and France in anticipation of the increased demand for Year 2000
services during the next two years.  In 1997 the Company established and
equipped its Year 2000 testing facility in the United States and
financed the operations of a new subsidiary in France to provide Year 2000
and Eurocurrency conversion services.

Year 2000 Compliance Status

The Company is an information technology services company with the majority of
its current revenues being derived by providing Year 2000 consulting and
project management services.  The Company also provides disaster recovery
backup services, with the majority of these revenues being generated in
France.  The Company has made a review of all of its critical systems,
including revenue generating computers, both in the United States and France.
It believes all critical equipment and systems to be Year 2000 compliant,
with the exception of the Bull mainframe computer systems utilized for disaster
recovery backup services in the U.S.  Although the Company has leased a Bull
9000 mainframe computer, which is Year 2000 compliant in and of itself,
additional equipment must be acquired in order to make this system Year 2000
compliant.  The Company has not yet decided as to whether or not it will make
this investment.  Revenues from Bull Disaster Recovery services in the U.S.
totaled $830 thousand in 1998 and are expected to decline to approximately
$500 thousand in 1999.  All other critical systems are believed to be Year
2000 compliant.

ITEM 7.   FINANCIAL STATEMENTS.

STRATEGIA CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                        December 31             December 31
Assets                                         1998                    1997
<S>                                        <C>                      <C>  
Current assets:                                           
  Cash and cash equivalents        $      761,650            $    3,866,763 
  Accounts receivable, net              3,207,375                 1,509,055
  Unbilled revenues                     1,386,810                   460,254
  Income tax receivable                      -                      145,603
  Other current assets                    491,706                   148,869
                                    -------------             -------------
           Total current assets         5,847,541                 6,130,544
                                    -------------             -------------

Property and equipment at cost         21,593,384                19,559,572
  Less accumulated depreciation
  and amortization                     15,500,460                12,066,617
                                    -------------             -------------
                                        6,092,924                 7,492,955
                                    -------------             -------------

Other assets                              381,418                   767,521
                                    -------------             -------------

                                   $   12,321,883            $   14,391,020
                                    -------------             -------------
                                    -------------             -------------
                                        
Liabilities and Stockholders' Equity                    
                                                          
Current liabilities:                                      
  Current installments of 
    long-term debt                 $       50,726            $       45,465
  Current installments of obligations
    under capital leases                  505,931                 1,101,996
  Deferred revenue                        395,438                   375,085
  Accounts payable                      1,663,736                   938,749
  Accrued expenses and other current
    liabilities                         1,690,166                 1,354,632
  Accrued income taxes                     42,767                      -
                                    -------------             -------------
 
            Total current liabilities   4,348,764                 3,815,927

Long-term debt, excluding current
  installments                            882,407                   933,133
Obligations under capital leases,
  excluding current installments          272,253                   565,495
Customers' deposits                        18,242                    37,810
Deferred revenue                        1,010,547                   948,750
Deferred income taxes                     352,825                   435,499
Minority interests                         71,201                    30,654
                                    -------------             -------------
           Total liabilities            6,956,239                 6,767,268
                                    -------------             -------------

Stockholders' equity:

Common stock without par value.
    Authorized 15,000,000 shares;
    issued and outstanding 
    4,667,677 shares                   13,883,965                13,866,001
  Accumulated deficit                  (8,509,606)               (6,095,924)
  Accumulated other comprehensive
    loss                                   (8,715)                 (146,325)
                                    -------------              ------------
           Total stockholders' equity   5,365,644                 7,623,752
                                    -------------              ------------

Commitments and contingencies                            
                                            
                                   $   12,321,883            $   14,391,020
                                    -------------              ------------
                                    -------------              ------------
</TABLE>
See accompanying notes to consolidated financial statements.




  STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Consolidated Statements of Operations



<CAPTION>                            Years ended December 31
                                          1998          1997
<S>                                      <C>             <C>
Service revenues                 $21,621,572     $11,021,972
                                  ----------      ----------
Operating expenses:
  Cost of services                15,454,209       8,846,674
  Selling, general and 
    administrative expenses        7,820,497       5,123,272
  Impairment of asset writedown      440,100            -  
                                  ----------      ----------
                                  23,714,806      13,969,946
                                  ----------      ----------
  Operating loss                  (2,093,234)     (2,947,974)

Other (income) expense:
  Interest expense                   257,431         452,264 
  Other (income), net                (69,250)       (347,601)
                                  ----------      ----------
                                     188,181         104,663 
                                  ----------      ----------
Loss before income taxes          (2,281,415)     (3,052,637)
Provision for income taxes           132,267          79,259
                                  ----------      ----------
Net loss                         $(2,413,682)    $(3,131,896)
                                  ----------      ----------
                                  ----------      ----------
Net loss per share of common 
  stock 
    Basic                             $ (.52)         $ (.75)
    Diluted                           $ (.52)         $ (.75)

Weighted average number of common
  shares outstanding               4,667,677       4,220,271  
  

</TABLE>
See accompanying notes to consolidated financial statements.

STRATEGIA CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

<TABLE>
<CAPTION>

                                                  Years Ended December 31,
                                                    1998            1997
<S>                                                 <C>             <C>
Net loss                                      $(2,413,682)       $(3,131,896)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments          137,610           (124,767)
                                              -----------        -----------
Comprehensive loss                            $(2,276,072)       $(3,256,663)
                                              -----------        -----------
                                              -----------        -----------
See accompanying notes to consolidated financial statements.

</TABLE>


STRATEGIA CORPORATION AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity 
<TABLE>
<CAPTION>

                                 Series AA Preferred         Common Stock

                                 Shares      Amount       Shares      Amount
<S>                               <C>         <C>          <C>         <C>

January 1, 1997                64,546   $  645,460      3,038,885  $4,386,834

Issuance of common stock,
  net of offering costs          -            -         1,358,000   8,592,982

Payment of dividends             -            -              -           -

Conversion of Series AA
  Preferred to Common Stock   (64,546)    (645,460)       258,184     645,460

Stock options issued 
  for services                   -            -              -        124,317

Other                            -            -            12,608     116,408

Net loss                         -            -              -           -

Foreign currency translation     -            -              -           -
                             ---------    ---------       --------    -------

December 31, 1997                -            -         4,667,677   13,866,001


Stock options issued 
  for services                   -            -              -          17,964

Net loss                         -            -              -            -

Foreign currency translation     -            -              -            -
                             --------    ---------       --------    -------

December 31, 1998                -       $     -        4,667,677  $13,883,965
                             ---------    ---------       --------    -------
                             ---------    ---------       --------    -------





</TABLE>
See accompanying notes to consolidated financial statements.

<TABLE>
<CAPTION>

                                           Accumulated
                                              Other
                       Accumulated         Comprehensive
                         Deficit           Income (Loss)       Total
<S>                       <C>                <C>                <C>
January 1, 1997       $(2,938,423)       $   (21,558)       $ 2,072,313

Issuance of common stock,
  net of offering costs      -                  -             8,592,982

Payment of dividends      (25,605)              -               (25,605)

Conversion of Series AA
  Preferred to Common Stock  -                  -                  -

Stock options issued 
  for services               -                  -               124,317

Other                        -                  -               116,408

Net loss               (3,131,896)              -            (3,131,896)

Foreign currency 
  translation                -              (124,767)          (124,767)
                        ---------         ----------          ---------

December 31, 1997      (6,095,924)          (146,325)         7,623,752


Stock options issued
  for services               -                  -                17,964

Net loss               (2,413,682)              -            (2,413,682)

Foreign currency
  translation                -               137,610            137,610  
                        ---------         ----------          ---------

December 31, 1998     $(8,509,606)       $    (8,715)       $ 5,365,644
                        ---------        ------------        ----------
                        ---------        ------------        ----------

</TABLE>





  STRATEGIA CORPORATION AND SUBSIDIARIES
<TABLE>
Statements of Cash Flows

<CAPTION>

                                              Years ended December 31,
                                                1998            1997
<S>                                             <C>              <C>
Cash flows from operating activities:
  Net loss                                 $(2,413,682)   $(3,131,896)
  Adjustments to reconcile net 
   loss to net cash used in 
   operating activities:
    Depreciation and amortization            3,225,553      2,775,219
    Deferred income taxes                     (110,590)       114,959
    Other noncash items                        461,508        124,752
  Changes in operating assets and 
    liabilities:
    Accounts receivable                     (1,698,320)      (541,925)
    Unbilled revenues                         (926,556)      (459,150)
    Other current assets                      (342,837)       (90,115)
    Accounts payable                           724,987        271,454
    Accrued expenses and other
      current liabilities                      123,533        549,564
    Accrued income taxes/income tax
      receivable                               188,370       (145,603)
    (Increase)decrease in other assets         284,452        (20,818)
    Increase in deferred revenue                82,150        349,929
    Decrease in customers' deposits            (19,568)       (13,251)
                                            ----------      ---------
  Net cash used in
   operating activities                       (421,000)      (216,881)
                                            ----------      ---------

Cash flows from investing activities:
  Acquisition of property and 
    equipment                               (1,734,335)    (1,282,125)
                                             ----------     ---------
    Net cash used in investing 
    activities                              (1,734,335)    (1,282,125)
                                             ----------     ---------

Cash flows from financing activities:
  Net proceeds from issuance of 
    common stock                                  -         8,592,982
  Proceeds from bank line 
    of credit                                     -           100,000
  Principal payment of note payable
    to stockholder                                -          (800,000)
  Principal payments on 
     long-term debt and obligations 
     under capital leases                   (1,024,371)    (2,848,408)
  Payment of dividends on     
     preferred stock                              -           (25,605)
                                             ---------      ---------
           
     Net cash provided by (used in)
       financing activities                 (1,024,371)     5,018,969 
                                             ---------      ---------

Effect of exchange rate changes 
  on cash                                       74,593          8,364
                                             ---------      ---------
Net increase (decrease) in cash
  and cash equivalents                      (3,105,113)     3,528,327

Cash and cash equivalents at 
  beginning of year                          3,866,763        338,436
                                             ---------     ----------
Cash and cash equivalents at 
  end of year                               $  761,650      $3,866,763
                                             ---------       ---------
                                             ---------       ---------


</TABLE>
See accompanying notes to consolidated financial statements.


STRATEGIA CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements


(1)  DESCRIPTION OF BUSINESS

     Strategia Corporation ("Strategia") and its subsidiaries 
(together referred to herein as "the Company") provide a variety of
information technology services to businesses, governments and other
organizations. 

      In the United States, Strategia primarily provides Year 2000 services and
disaster recovery services.  During the year ended December 31, 1998, 86% of 
the $11.9 million revenues generated in the U.S. were Year 2000 services 
revenues.  These services assist clients in resolving their Year 2000 computer
and other date related problems.

     In France, the Company provides its services through three companies.
Twinsys Dataguard S.A. ("Twinsys"), a wholly-owned subsidiary of Strategia,
provides disaster recovery and contingency planning services to users of Bull
computers.  Twin-X S.A. ("Twin-X"), a 60% owned subsidiary of Twinsys,
provides similar services to users of UNIX-based computer systems.  Strategia
Europe S.A.S. ("Strategia Europe"), a wholly-owned subsidiary of Strategia,
provides Year 2000 services in France.

     The accompanying financial statements have been prepared on the basis that
the Company will continue as a going concern.  The Company has incurred $5.5 
million in losses during the last two years, primarily due to establishing an 
infrastructure to support Year 2000 services revenues of $15 to $20 million in 
the U.S. alone.  The market did not develop as anticipated and in December 1998
the Company implemented a restructuring plan that resulted in a U.S. workforce 
reduction of approximately 30%.  No restructuring provision was required to be 
accrued as a result of this action.  The Company is also investigating other 
steps that can be taken to reduce costs and more properly align costs with its 
current level of business.  The ability of the Company to continue as a going 
concern is dependent on management's ability to successfully achieve 
consistently profitable operating results.

    Year 2000 services generated 58% of consolidated revenues during 1998.
There is no assurance that the Company can replace this volume of business
with new service offerings in the year 2000 when it is expected that Year
2000 services will decline significantly.


(2)  SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION

          The consolidated financial statements include the accounts of
Strategia and its subsidiaries.  All significant intercompany balances and
transactions have been eliminated in consolidation.

     USE OF ESTIMATES

          The preparation of the Company's consolidated financial statements
in conformity with generally accepted accounting principles requires Company
management to make estimates and assumptions that affect the amounts reported
in these financial statements and accompanying notes.  Significant estimates
made in the preparation of these financial statements include, among others,
accounting for Year 2000 and other fixed-price consulting engagements 
on a percentage-of-completion method of accounting, including the related 
provisions made for contract losses.  Actual results could materially differ 
from those estimates.

     REVENUE RECOGNITION AND EXPENSE

          Disaster recovery backup service contract terms are generally for
more than one year and require the payment of monthly subscription fees.
Service revenue from these contracts is recognized on a straight-line method
over the life of the contract.  Long-term deferred revenue includes cash
received in excess of the amortized revenue recorded for such contracts.

          Revenue for fixed-price Year 2000 engagements is recognized on the
percentage-of-completion method.  Actual costs incurred to date, as a
percentage of estimated total contract costs, is used to determine the
percentage-of-completion, since management considers expended costs to be the
best available measure of progress on these contracts.  Contract costs include
all direct costs and those indirect costs related to contract performance.
Provisions for estimated losses on uncompleted contracts are made in the
period in which such losses are determined.  Revenue from non-fixed-price
contracts is recognized as services are provided and costs incurred.  Selling,
general and administrative costs are charged to expense as incurred.

          Unbilled revenues represents revenues recognized in excess of amounts
billed.  Correspondingly, deferred revenue represents billings in excess of
revenues recognized.

     PROPERTY AND EQUIPMENT

          Property and equipment are recorded at cost and 
consist of the following at December 31, 1998 and 1997:
<TABLE>
                                             1998             1997
         <S>                                  <C>              <C>
         Land                          $   260,800       $   260,800
         Building and improvements       3,423,757         3,160,279
         Equipment and other            17,908,827        16,138,493
                                        ----------        ----------
                                       $21,593,384       $19,559,572
                                        ----------        ----------
                                        ----------        ----------
</TABLE>

          Depreciation of building, improvements and equipment is computed on 
the straight-line method over the estimated useful life of the asset.  
Leasehold improvements and equipment under capital leases are amortized on the 
straight-line method over the terms of the related leases or over the estimated
useful life of the asset.

     FOREIGN CURRENCY TRANSLATION     

          The financial statements of the Company's foreign operations have
been translated into U.S. dollars in accordance with Financial Accounting
Standards Board Statement No. 52, FOREIGN CURRENCY TRANSLATION.  All balance
sheet accounts have been translated using the exchange rates in effect at the
balance sheet date.  Amounts in the statements of operations have been
translated using the average exchange rate for the year.  The gains and losses
resulting from the changes in exchange rates during the year have been
reported separately in Accumulated Other Comprehensive Income (Loss) and as a
component of stockholders' equity.

     INCOME (LOSS) PER SHARE      

          In 1997, the Financial Accounting Standards Board issued Statement
No. 128, EARNINGS PER SHARE.  Statement No. 128 replaced the calculation of
primary and fully diluted earnings per share with basic and diluted earnings
per share.  Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options, warrants and convertible securities.
Diluted earnings per share is very similar to the previously reported fully
diluted earnings per share.  All earnings per share amounts for all periods
have been presented, and where appropriate, restated to conform to the
Statement No. 128 requirements.

          For 1998 and 1997, basic and diluted loss per share is based on net
loss, less preferred dividends, divided by the weighted average number of common
shares outstanding during each period.  In computing diluted loss per share,
the exercise of options and warrants is not assumed as such would reduce the
loss per share in both years.

     
     CASH EQUIVALENTS     

          Cash equivalents are highly liquid investments with a maturity of
less than three months when purchased.  The Company had cash in banks at 
December 31, 1998, in excess of FDIC insurance in the amount of $417 thousand.

     FINANCIAL INSTRUMENTS     

          The carrying amounts of the Company's financial instruments
approximate their fair values as of December 31, 1998 and 1997.

     PRIOR YEAR DATA     

          Certain prior year data has been reclassified to conform to the
1998 presentation.

(3)   COMMON STOCK OFFERING     

      In March 1997, the Company completed a public offering of its Common
Stock that raised $8,592,982 net of offering expenses of $913,018.  The
Company sold 1,358,000 shares of Common Stock for $7.00 per share.

      In September and October 1996, the Company raised $1,250,001 in a
private placement of 500,000 Units of Common Stock and warrants to purchase
Common Stock.  Each Unit consists of one share of Common Stock and a warrant
to purchase one share of Common Stock for $3.75 per share.  All warrants
related to these units were outstanding at December 31, 1998 and 1997 and are
exercisable through September 2001.


(4)  LONG-TERM DEBT AND CREDIT AGREEMENTS

     At December 31, 1998 and 1997 the Company had a mortgage note payable of
$933,133 ($50,726 payable in 1999, $56,596 in 2000, $63,145 in 2001, $70,452 in
2002 and $78,605 in 2003) and $978,598.  The mortgage note is payable in equal 
monthly installments through May 1, 2009; however, the lender has the option to
accelerate payment on the entire outstanding balance of the note at five year 
intervals throughout the note term.  Although the next potential note 
acceleration date is May 1, 1999, the lender is required to give notice of its 
intent to accelerate the note three months prior to the acceleration date.  No 
notice was received by the Company prior to February 1, 1999.  The current 
interest rate is fixed at 11%.  This note is secured by land, building and 
improvements with a total net book value of $2,224,000 at December 31, 1998.


(5)  NOTE PAYABLE TO STOCKHOLDER

     During 1997, the Company paid off an $800,000 note payable to a
stockholder and related accrued interest of $190,381.  Interest expense
includes approximately $18,000 in 1997 related to this note.

     In consideration for this opportunity to borrow funds, the Company issued
15,000 shares of common stock to the stockholder in connection with the
initial note agreement.  Additional share increments of common stock were
issued with each annual renewal (8,000 shares in 1997).  The value of the
shares issued was approximately $56,000 in 1997 and is recorded as interest
expense.

(6)   LEASES

      The Company is obligated under various equipment capital leases that
expire over the next three years.  Property and equipment include the
following amounts under capital leases at December 31, 1998:
<TABLE>
<CAPTION>

                                                1998             1997
        <S>                                        <C>           <C>
      Equipment                            $ 2,343,595       $ 6,286,362
      Less accumulated amortization          1,766,300         4,727,149
                                            ----------         ---------
                                           $   577,295       $ 1,559,213
                                            ----------         ---------
                                            ----------         ---------

</TABLE>

      The Company acquired approximately $252,000 and $1,023,900 of equipment
in exchange for capital lease obligations during 1998 and 1997, respectively.

      The Company also has certain noncancellable operating leases, primarily
for facilities and computer hardware and software, that expire over the next
five years and provide for purchase or renewal options in most instances.


      Future minimum lease payments under capital leases and noncancellable
operating leases, and the present value of future minimum capital lease
payments as of December 31, 1998 are:
<TABLE>
<CAPTION>
                                    Capital      Operating
                                   leases         leases 
<S>                                  <C>           <C>
  Years ending December 31:
    1999                        $  558,077     $1,568,776
    2000                           261,761        934,109
    2001                            22,760        507,695
    2002                               378        347,035
    2003                              -           308,656
                                 ---------      ---------
  Total minimum lease payments     842,976     $3,666,271
                                                ---------
                                                ---------

  Less amount representing 
        interest (at rates
        ranging from 8.0% to
        10.47%)                     64,792
                                 ---------

          Present value of net
            minimum capital
            lease payments         778,184
    
  Less current installments        505,931
                                 ---------

        Obligations under capital 
          leases, excluding
          current installments  $  272,253
                                 ---------
                                 ---------
</TABLE>
Total rental expense, including maintenance charges, for operating leases in
1998 and 1997 was $2,608,990 and $2,417,401, respectively.

(7)  IMPAIRMENT OF LONG-LIVED ASSETS

     Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
requires that an impairment loss be recorded when the fair value is less than
the carrying value on the books of the Company.  Due primarily to the Company's
anticipated lack of business in the renovation and compliance testing areas, 
the Company's U. S. business recorded a $440 thousand charge to reflect the 
write-off of certain assets.  These assets included a license fee paid for the 
use of software to renovate COBOL software code, leasehold improvements and 
equipment at the Shelbyville, Kentucky data center, and intangible assets.  
There are no expected future cash flows from these assets. 

(8)  INCOME TAXES

     For financial reporting purposes, loss before income taxes includes the 
following components:

<TABLE>
<CAPTION>

                                       1998          1997
     <S>                                <C>           <C>
  Pretax loss:

      United States              $ (1,759,790)  $ (2,844,117)
      Foreign                        (521,625)      (208,520)
                                  -----------    ------------
                                 $ (2,281,415)  $ (3,052,637)
                                  -----------    ------------
                                  -----------    ------------

</TABLE>

      The provision for income tax expense (benefit)is primarily attributable
to earnings from foreign operations.  The components of the provision for
income taxes follows:

<TABLE>
                                      1998           1997
<S>                                    <C>            <C>
                Current      $    214,941      $    (35,700)
                Deferred          (82,674)          114,959
                              -----------       -----------
                             $    132,267      $     79,259
                              -----------       -----------
                              -----------       -----------

</TABLE>
      A reconciliation of the income tax expense for the years ended December
31, 1998 and 1997 with the federal statutory rate is as follows:

<TABLE>
<CAPTION>
                                                1998            1997
  <S>                                            <C>            <C>
  Tax benefit at U.S. 
  statutory rate of 34%                     $  (775,680)   $ (1,037,897)

  Tax effect of operating losses in the U.S. 
    generating no current tax benefit           598,329         967,000

  Tax effect of operating losses in Europe
    generating no current income tax benefit    288,200         135,531

  Higher effective income tax rate of
    foreign operations                           13,039          14,581

  Other                                           8,379              44
                                              ---------     -----------

                                            $   132,267    $     79,259
                                             ----------     -----------
                                             ----------     -----------

</TABLE>

     Undistributed earnings of the Company's foreign subsidiary amounted to
approximately $1.4 million at December 31, 1998.  Those earnings are
considered to be indefinitely reinvested and, accordingly, no provision for
U.S. federal income taxes has been provided thereon.  Upon distribution of 
those earnings in the form of dividends or otherwise, the Company would be
subject to both U.S. income taxes (subject to an adjustment for foreign tax
credits) and withholding taxes payable to France.  Determination of the amount
of unrecognized deferred U.S. income tax liability is not practicable because
of the complexities associated with its hypothetical calculation.

     At December 31, 1998, the Company had U.S. net tax operating loss
carryforwards of approximately $8.1 million for federal income tax reporting
purposes.  These carryforwards expire as follows:  $467,000 in 2000; $658,000
in 2001; $508,000 in 2002; $115,000 in 2004; $26,000 in 2005; $51,000 in 2006;
$435,000 in 2007; $649,000 in 2008; $431,000 in 2010, $619,000 in 2011;
$2,495,000 in 2012; and $1,620,000 in 2013.

     At December 31, 1998, Strategia Europe had foreign net tax operating loss
carryforwards of approximately $1.3 million which will expire in 2003.

     Significant components of the Company's net deferred tax liability at
December 31, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>

                                                   1998           1997
     <S>                                           <C>            <C>
       Deferred tax liabilities:
         Tax over book depreciation           $  337,600     $   480,000 
         Other                                    15,225          19,499 
                                               ---------      ----------
           Total deferred tax liabilities        352,825         499,499 
                                               ---------      ----------
       Deferred tax assets:
         Net operating loss carry forwards     (3,793,000)    (2,733,000)
         Valuation allowance                    3,793,000      2,669,000
                                               ---------      ----------
           Net deferred tax asset                   -            (64,000)
                                               ----------     ----------
           Net deferred tax liability         $   352,825    $   435,499
                                               ----------     ----------
                                               ----------     ----------
</TABLE>

(9) STOCK OPTION AND GRANT PLANS

    In 1996, the Company adopted Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" (SFAS 123).  In accordance
with SFAS 123, the Company has elected to follow Accounting Principles Board 
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and
related Interpretations, in accounting for its stock based compensation
because, as discussed below, the alternative fair value accounting principle
provided for under SFAS 123 requires the use of option valuation models 
that were not developed for use in valuing stock options.  Under APB 25, when
the exercise price of the Company's employee stock options equals the market
price of the underlying stock on the date of grant, no compensation expense 
is recognized.

    The Strategia 1988 Stock Option Plan (as amended by stockholders in 1989
and 1997) allows for options to be granted to key employees of the Company to
purchase no more than the greater of 900,000 shares or 15% of the common stock
outstanding from time to time, at a price not less than 75% of the fair
market value at the time the grant is approved.  Options totaling 111,500
shares and 349,000 shares of common stock were granted to employees in 1998
and 1997, respectively, which generally vest over a three year term.  It also
provides automatic grants of stock options to the Company's directors who are
not employees.  Beginning in the second quarter of 1997, options to purchase
1,000 shares of common stock are granted quarterly to each nonemployee
director.  In addition, each nonemployee director who was not a director on
May 15, 1989 will automatically be granted an option for 2,500 shares of common
stock on May 15 following his subsequent election.  Options for nonemployee
directors are granted at the fair market value of the common stock on the
grant date and vest on the first anniversary of the grant date.

    All options granted under the plan are exercisable over a 10-year period
from the grant date.  No options under the plan have been exercised as of 
December 31, 1998.  

    The Strategia 1990 Stock Grant Plan authorizes the Company's Stock Option
Committee to grant up to 125,000 shares of common stock to key employees as
restricted or performance stock awards.  In 1990, grants of 4,075 shares
of common stock were issued under this plan.  No shares have been granted
subsequent to 1990.

    Pro forma information regarding net income and earnings per share is
required by SFAS 123, which also requires that the information be determined
as if the Company has accounted for its employee stock options granted
subsequent to December 31, 1994 under SFAS 123.  The fair value for these
options was estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted-average assumptions:  risk-free
interest rate of 5.0% prior to 1998 and 5.44% for 1998; no dividend yields; 
volatility factor of the expected market price of the Company's common stock 
of .80 in 1998 and .815 in 1997; and weighted-average life of the option of 
nine years.

    The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable.  In addition, option valuation models require the
input of highly subjective assumptions including the expected stock 
price volatility.  Because the Company's employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management's opinion, the existing models do not
necessarily provide a reliable single measure of the value of its employee 
stock options.

    For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period.  The
Company's pro forma information follows:

<TABLE>
<CAPTION>
                                    1998                  1997
 <S>                                <C>                   <C>
 Pro forma net loss            $(3,712,516)         $(3,623,124)
 Pro forma loss per share
     Basic and Diluted               $(.80)               $(.85)
</TABLE>

     A summary of the Company's stock option activity and related information
for years ended December 31 follows:

<TABLE>
<CAPTION>
                                    1998                    1997
                                     Weighted                 Weighted
                                      Average                  Average
                                 Options    Price          Options     Price 
<S>                                <C>       <C>             <C>        <C> 
Outstanding -
 beginning of year              599,135   $  8.88        247,634   $  5.41

Granted                         119,500   $  7.16        355,000   $ 11.24

Canceled                       (191,167)  $  9.62         (3,499)  $  1.84
                                -------                  -------

Outstanding -
 end of year                    527,468   $  8.22        599,135   $  8.88
                                -------                  -------
                                -------                  -------

Exercisable -
  end of year                   276,741   $  6.90        149,504   $  4.46
                                -------                  -------
                                -------                  -------

Weighted average fair
  value of options granted
  during the year                         $  5.69                   $ 9.26


</TABLE>

     The number, weighted-average exercise price and weighted-average
remaining contractual life of options outstanding, and the number and
weighted-average exercise price of options exercisable as of December 31,
1998 follow:

<TABLE>
<CAPTION>

                  Range of    Number of    Weighted-Average    Weighted Average
            Exercise Prices    Options      Exercise Price      Remaining Life
<S>           <C>              <C>           <C>                 <C>
Outstanding
  options:       $1.00-4.99   85,840           $1.97              5.2
                  5.00-9.99  306,628            7.57              8.3
                10.00-14.99  100,000           13.00              8.6
                15.00-15.63   35,000           15.63              8.4
                             -------

      Total                  527,468            8.22              7.8
                             -------
                             -------

Exercisable
  options:       $1.00-4.99   73,840           $1.85              4.5
                  5.00-9.99  156,234            7.27              7.9
                10.00-14.99   35,000           13.01              8.6
                15.00-15.63   11,667           15.63              8.4
                             -------

      Total                  276,741            6.90              7.1
                             -------
                             -------


</TABLE>


(10) PREFERRED STOCK

     On May 30, 1996, the Company's Board of Directors authorized the issuance
of Series AA Convertible Preferred Stock (Series AA Preferred).  On June 30,
1996, all holders of Series A Convertible Preferred Stock (Series A Preferred)
exchanged their shares (34,167 shares) for the same number of Series AA
Preferred shares.  All dividends in arrears ($69,520) due to the original
holders of Series A Preferred and notes payable ($191,176) and accrued interest
payable ($43,062) to certain stockholders were also converted to Series AA
Preferred.  The Series AA Preferred is convertible into four shares of common
stock at an effective price of $2.50 per share of common stock for five years
after issuance through June 30, 2001.

     At its option, the Company called all of the outstanding shares of Series
AA Convertible Preferred Stock (Series AA Preferred) for redemption on June 30,
1997.  Holders of all Series AA Preferred elected to convert their shares to
common stock.  A total of 258,184 shares of common stock were issued to them as
of June 30, 1997.

 
     The holders of Series AA Preferred also received a five-year detachable
warrant to purchase one share of common stock for each share of Series AA
Preferred purchased.  On December 31, 1997, warrants to purchase 2,788 shares
of common stock were exercised at a price of $2.50.  At December 31, 1998 and
1997, warrants to purchase 61,758 shares of common stock remained outstanding
at an exercise price of $2.50.

     Shares of common stock reserved with respect to all of the above options
and warrants were 1,089,226 at December 31, 1998.

(11) SEGMENT INFORMATION

     The Company is engaged in one industry segment consisting of providing 
information technology services to users in North America and Europe.

     Service revenue, operating income and identifiable assets for the years
ended December 31, 1998 and 1997 pertaining to the two geographic areas in
which the Company operates are presented below.

<TABLE>
<CAPTION>

                              1998                 1997
Service revenue
  <S>                           <C>                  <C>
  United States           $ 11,941,536        $  4,050,591
  Europe                     9,680,036           6,971,381
                           -----------         -----------
                          $ 21,621,572        $ 11,021,972
                           -----------         -----------
                           -----------         -----------

Operating loss

  United States           $ (1,747,952)       $ (2,818,800)
  Europe                      (345,282)           (129,174)
                           -----------         -----------
                          $ (2,093,234)       $ (2,947,974)
                           -----------         -----------
                           -----------         -----------

Identifiable total assets

  United States           $  6,189,705        $  9,079,509
  Europe                     6,132,178           5,311,511
                           -----------         -----------
                          $ 12,321,883        $ 14,391,020
                           -----------         -----------
                           -----------         -----------
</TABLE>

     The net assets of the Company's European operations at December 31, 1998
and 1997 amounted to approximately $2,142,000 and $927,000, respectively.

     One customer, comprising a group of affiliated companies, accounted for
approximately 8% and 23% of consolidated service revenue in 1998 and 1997,
respectively.

(12) SUPPLEMENTAL CASH FLOW INFORMATION

     Total interest payments were approximately $257,000 in 1998 and
$471,000 in 1997.  Total cash payments made for income taxes during 1998 and
1997 were approximately $115,000 and $165,000, respectively.

(13) YEAR 2000 COMPLIANCE STATUS

     The Company is an information technology services company with the
majority of its current revenues being derived by providing Year 2000
consulting and project management services.  The Company also provides disaster
recovery backup services, with the majority of these revenues being generated
in France.  The Company has made a review of all of its critical systems,
including revenue generating computers, both in the United States and France.
It believes all critical equipment and systems to be Year 2000 compliant, with
the exception of the Bull mainframe computer systems utilized for disaster 
recovery backup services in the U.S.  Although the Company has leased a Bull 
9000 mainframe computer, which is Year 2000 compliant in and of itself, 
additional equipment must be acquired in order to make this system Year 2000
compliant.  The Company has not yet decided as to whether or not it will make 
this investment.  Revenues from Bull Disaster Recovery services in the U.S. 
totaled $830 thousand in 1998 and are expected to decline to approximately 
$500 thousand in 1999.  All other critical systems are believed to be Year 2000
compliant.



  STRATEGIA CORPORATION AND SUBSIDIARIES



Report of Independent Auditors


     The Board of Directors and Stockholders
     Strategia Corporation


     We have audited the accompanying consolidated balance sheet of Strategia
Corporation and Subsidiaries as of December 31, 1998 and the related
consolidated statements of operations, comprehensive loss, stockholders'
equity and cash flows for the year then ended.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Strategia Corporation and Subsidiaries at December 31, 1998, and the
consolidated results of their operations and their cash flows for the year
then ended in conformity with generally accepted accounting principles.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed in 
Note 1 to the consolidated financial statements, the Company has suffered 
recurring losses from operations with an accumulated deficit of approximately 
$8.5 million, that raise substantial doubt about its ability to continue as a 
going concern.  Management's plans in regard to these matters are also 
described in Note 1.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


      /s/ CARPENTER MOUNTJOY & BRESSLER, PSC

     Louisville, Kentucky
     March 31, 1999





Report of Independent Auditors


     The Board of Directors and Stockholders
     Strategia Corporation


     We have audited the accompanying consolidated balance sheet of Strategia
Corporation and subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, comprehensive loss, stockholders'
equity, and cash flows for the year then ended.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

     We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Strategia Corporation and subsidiaries at December 31, 1997, and the
consolidated results of their operations and their cash flows for the
year then ended, in conformity with generally accepted accounting principles.



      /s/ ERNST & YOUNG LLP


     Louisville, Kentucky
     March 26, 1998






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

As previously reported, on October 8, 1998, the Company engaged Carpenter, 
Mountjoy & Bressler, PSC to audit the Registrant's consolidated financial 
statements for the fiscal year ending December 31, 1998, to replace Ernst & 
Young LLP, who resigned as the Company auditors on April 23, 1998.

                                   PART III

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

The information under the caption "Board of Directors" in the Company's
definitive proxy statement for its 1999 annual meeting of shareholders (the
"1999 Proxy Statement") and under the caption "Section 16(a) Beneficial 
Ownership Reporting Compliance" of the 1999 Proxy Statement are incorporated
herein by reference.


Item 10.  Executive Compensation.

The information under the caption "Executive Compensation" of the 1999 
Proxy Statement is incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The information under the caption "Principal Shareholders" of the 1999 Proxy
Statement is incorporated herein by reference.

Item 12.  Certain Relationships and Related Transactions.

The information under the caption "Transactions With Management" of the 1999
Proxy Statement is incorporated herein by reference.

Item 13.  Exhibits, List, and Reports on Form 8-K.

         (a)   List of Exhibits Filed.

                (3.1)    Amended and Restated Articles of Incorporation are 
                         incorporated by reference to Exhibits 3.1 and 4.1 to
                         the Company's 10-QSB for the quarter ended June
                         30, 1996. 

                (3.2)    Bylaws are incorporated by reference to Exhibit 3.2
                         to the Company's 1995 10-KSB.

                (4.1)    Amended and Restated Articles of Incorporation are
                         incorporated by reference to Exhibits 3.1 and 4.1 to
                         the Company's 10-QSB for the quarter ended June 30,
                         1996.
                
               (10.1)    1988 Stock Option Plan  as amended and restated as of
                         November 13, 1997 is incorporated by reference to
                         Appendix A of the Company's Definitive Proxy Statement
                          filed November 20, 1997. 

               (10.2)    1990 Stock Grant Plan is incorporated by reference to
                         Exhibit 10.8 to the 1994 10-KSB.

               (10.3)    Agreement of Assignment of Mortgage Note dated
                         August 1, 1991, between Future Federal Savings Bank,
                         Brown, Noltemeyer Co., Charles A. Brown, Jr.,
                         Norman V. Noltemeyer, and Dataguard Recovery Services,
                         Inc. are incorporated by reference to Exhibit 10.7 to
                         the Company's 1995 10-KSB.

               (10.4)    Mortgage Note dated April 3, 1984, from Brown,
                         Noltemeyer Co. to Future Federal Savings Bank, as
                         amended are incorporated by reference to Exhibit 10.8
                         to the Company's 1995 10-KSB.

               (10.5)  Term Lease Master Agreement with IBM Credit Corporation
                       dated October 15, 1995 is incorporated by reference to
                       Exhibit 10.14 to the November 1996 10-KSB/A.

               (10.6)  Revised Term Lease Supplement with IBM Credit
                       Corporation dated August 21, 1996 is incorporated by
                       reference to Exhibit 10.3 to the November 1996
                       10-QSB/A.

               (10.7)  Computer Lease Agreement dated July 12, 1995 between
                       Twinsys Dataguard SA and CEPME is incorporated by
                       reference to Exhibit 10.5 to the November 1996
                       10-KSB/A.

               (10.8)  Computer Lease Agreement dated March 7, 1996 between
                       Twinsys Dataguard SA and Bull SA is incorporated by
                       reference to Exhibit 10.4 to the November 1996
                       10-QSB/A.

               (10.9)  Form of Stock Purchase Warrant Agreement between the
                       Company and certain investors (including John P.
                       Snyder and EPI Corporation) is incorporated by 
                       reference to Exhibit 10.5 to the November 1996
                       10-QSB/A.

               (10.10) Lease dated March 3, 1997 between Southeastern Group,
                       Inc. and Strategia Corporation is incorporated by
                       Reference to Exhibit 10.16 to the Company's 1996 10-KSB.

               (10.11) Agreement between James P. Buren and Strategia
                       Corporation dated as of October 24, 1997 is incorporated
                       by reference to Exhibit 10.11 to the Company's 1997
                       10-KSB.

               (10.12) Lease dated September 24, 1997 between Paragon Centre
                       Associates, LLC and Strategia Corporation.

               (10.13) Agreement Addendum dated September 30, 1998, between
                       James P. Buren and Strategia Corporation.

                  (11) For a statement regarding the computations of per
                       share earnings (loss), see Note 2 of the Notes to 
                       the Consolidated Financial Statements.

                  (21) Subsidiaries.

                (23.1) Consent of Carpenter, Mountjoy and Bressler, PSC.

                (23.2) Consent of Ernst and Young LLC.

                  (27) Financial Data Schedule.

         (b)      Reports on Form 8-K.

                  None.



                                  SIGNATURES

Pursuant to the requirements of 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.



                                             STRATEGIA CORPORATION      


Date:  March 31, 1999
                                          By  /s/ Richard W. Smith        
    
                                             Richard W. Smith, President


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

<TABLE>
<CAPTION>
     Signature                            Title                       Date
<S>                              <C>                            <C>
/s/ Richard W. Smith        
Richard W. Smith                 President and Director         March 31, 1999
                                (Principal Executive Officer)   



/s/ Paul E. Phillips, Jr.
Paul E. Phillips, Jr.            Vice President and             March 31, 1999
                                 Chief Financial Officer
                                 (Principal Financial and Accounting Officer)



/s/ John P. Snyder            
John P. Snyder                   Secretary and Director         March 31, 1999


/s/ John A. Brenzel          
John A. Brenzel                  Director                       March 31, 1999

</TABLE>



                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit 
Number                           Description
<S>          <C>                                                      <C>
(3.1)    Amended and Restated Articles of Incorporation are 
         incorporated by reference to Exhibits 3.1 and 4.1 to
         the Company's 10-QSB for the quarter ended June 30,
         1996. 

(3.2)    Bylaws are incorporated by reference to Exhibit 3.2
         to the Company's 1995 10-KSB.

(4.1)    Amended and Restated Articles of Incorporation are
         incorporated by reference to Exhibits 3.1 and 4.1 to
         the Company's 10-QSB for the quarter ended June 30,
         1996.
                
(10.1)    1988 Stock Option Plan as amended and restated as of December 13,
          1997, is incorporated by reference to Appendix A to the Company's
          Definitive Proxy Statement filed November 20, 1997.

(10.2)    1990 Stock Grant Plan is incorporated by reference to
          Exhibit 10.8 to the 1994 10-KSB.

(10.3)    Agreement of Assignment of Mortgage Note dated
          August 1, 1991, between Future Federal Savings Bank,
          Brown, Noltemeyer Co., Charles A. Brown, Jr.,
          Norman V. Noltemeyer, and Dataguard Recovery Services,
          Inc. are incorporated by reference to Exhibit 10.7 to 
          the Company's 1995 10-KSB.

(10.4)    Mortgage Note dated April 3, 1984, from Brown,
          Noltemeyer Co. to Future Federal Savings Bank, as
          amended are incorporated by reference to Exhibit 10.8
          to the Company's 1995 10-KSB.

(10.5) Term Lease Master Agreement with IBM Credit Corporation
       dated October 15, 1995 is incorporated by reference to
       Exhibit 10.14 to the November 1996 10-KSB/A.

(10.6) Revised Term Lease Supplement with IBM Credit
       Corporation dated August 21, 1996 is incorporated by
       reference to Exhibit 10.3 to the November 1996
       10-QSB/A.

(10.7) Computer Lease Agreement dated July 12, 1995 between
       Twinsys Dataguard SA and CEPME is incorporated by
       reference to Exhibit 10.5 to the November 1996
       10-KSB/A.

(10.8) Computer Lease Agreement dated March 7, 1996 between
       Twinsys Dataguard SA and Bull SA is incorporated by
       reference to Exhibit 10.4 to the November 1996
       10-QSB/A.

(10.9) Form of Stock Purchase Warrant Agreement between the
       Company and certain investors (including John P.
       Snyder and EPI Corporation) is incorporated by 
       reference to Exhibit 10.5 to the November 1996
       10-QSB/A.

 (10.10) Lease dated March 3, 1997 between Southeastern Group,
         Inc. and Strategia Corporation incorporated by reference
         To Exhibit 10.16 to the Company's 1996 10-KSB

 (10.11) Agreement between James P. Buren and Strategia Corporation
         dated as of October 4, 1997 is incorporated by reference to
         Exhibit 10.11 to the Company's 1997 10-KSB.

 (10.12) Lease dated September 24, 1997 between Paragon Centre
         Associates, LLC and Strategia Corporation.

 (10.13) Agreement Addendum dated September 30, 1998, between
         James P. Buren and Strategia Corporation.

 (11)   For a statement regarding the computations of per
        share earnings (loss), see Note 2 of the Notes to 
        the Consolidated Financial Statements.

 (21)   Subsidiaries.

 (23.1) Consent of Carpenter, Mountjoy and Bressler, PSC.

 (23.2) Consent of Ernst and Young LLC.

 (27)   Financial Data Schedule.




</TABLE>