UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549


                           FORM 10-Q

(Mark One)

[ X ]QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the quarterly period ended March 31, 1999

                               OR

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from     to

Commission file number 0-12444


                        THE ROCKIES FUND, INC.
     (Exact Name of Registrant as Specified in its Charter)



         Nevada                            84-0928022
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)        Identification No.)


5373 N. Union, Suite 100, Colorado Springs, Colorado   80918
(Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code:(719) 590-4900

                          N/A
(Former name, former address and former fiscal year, if changed
since last report)

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  [  ]

             APPLICABLE ONLY TO CORPORATE ISSUERS:

As of March 31, 1999, the Company had 640,256 shares of its $.01
par value common stock outstanding.


                                   INDEX

PART I.    FINANCIAL INFORMATION

      Item 1. Financial Statements

              Statement of Assets and Liabilities at March 31, 1999
              (unaudited) and December 31, 1998 (audited)

              Schedule of Investments and Restricted Securities (unaudited)

              Statement of Operations for the Three Months Ended
              March 31, 1999 and March 31, 1998 (unaudited)

              Statements of Stockholders' Equity  for the Three Months
              Ended March 31, 1999 (unaudited), and Years Ended
              December 31, 1998 and 1997 (audited)

              Statement of Changes in Net Assets as of March 31, 1999
              and March 31, 1998 (unaudited)

              Notes to Unaudited Financial Statements

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


PART II.   OTHER INFORMATION

      Item 1. Legal Proceedings

      Item 2. Changes in Securities

      Item 3. Defaults Upon Senior Securities

      Item 4. Submission of Matters to a Vote of Security Holders

      Item 5. Other Information

      Item 6. Exhibits and Reports on Form 8-K



                PART I.   FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

       The interim unaudited financial statements have been prepared by the
Rockies Fund, Inc. (the "Fund" or the "Company") and, in the opinion of
management, reflect all material adjustments which are necessary to a fair
statement of results of the interim periods presented.  Certain information
and footnote disclosure made in the last annual report on Form 10-K have been
condensed or omitted for the interim statements.  These statements should be
read in conjunction with the financial statements and notes thereto included
in Form 10-K for the year ended December 31, 1998.  The results of the interim
periods are not necessarily indicative of results which may be expected for
any other interim period or for the full years.


                     THE ROCKIES FUND, INC.
              STATEMENT OF ASSETS AND LIABILITIES
              MARCH 31, 1999 AND DECEMBER 31, 1998


                               March 31,1999       December 31,1998
                               (unaudited)         (audited)
                                                   
ASSETS                                             
                                                   
Investments at value                               
     (cost of  $2,106,773,                         
     March 31, 1999 and
     $2,760,600, 1998)
     Restricted and           
     unrestricted securities   $    2,627,465      $    1,830,541
     Notes receivable                 708,544             554,582
     Real estate                      765,000             765,000
                                                   
                                    4,101,009           3,150,123
                                                   
Cash:                                              
     Held by related party             22,193             232,351
     Held by others                     5,698               9,455
Investment securities sold                  0           1,204,587
Accounts receivable                    10,769              31,934
Accrued interest receivable            72,608              52,969
Prepaid loan payment                   32,758              43,678
                                                   
      Total Current Assets          4,245,035           4,725,097
                                                   
Property & Equipment:                              
     Land                             390,000             390,000
     Automobile                        15,162              15,162
     Furniture and fixtures             7,939               7,939
     Construction in progress         114,058             114,058
                                                   
                                      527,159             527,159
                                                   
      Less Accumulated Depreciation   (11,131)            (10,071)
                                                   
                                      516,028             517,088
                                                   
     Deposits                           4,400               4,400
                                                   
      Total assets                  4,765,463           5,246,585



                     THE ROCKIES FUND, INC.
              STATEMENT OF ASSETS AND LIABILITIES
              MARCH 31, 1999 AND DECEMBER 31, 1998
                          (Continued)
                                                   
                               March 31,1999       December 31,1998
                               (unaudited)         (unaudited)
                                                   
LIABILITIES                                        
                                                   
Payables:                                          
     Trade                            174,997             258,394
     Investment securities purchases        0             852,709

Accrued liabilities:                               
     Property taxes and other               0              14,552
     Income taxes                     149,813              91,121
     Interest payable                   1,370               1,175
Current maturities of long-term debt:
     Related parties                  228,395             231,576
     Others                           710,178             653,975
Deposits and deferred rent              7,500              12,616
Deferred tax liability                110,104             178,405
                                                   
      Total current liabilities     1,382,357           2,294,523

                                                   
Long term debt, net of       
 current maturities                   231,417             242,176
Deferred tax liability                151,505             151,505
                                                   
      Total liabilities             1,765,279           2,688,204

                                                   
NET ASSETS and STOCKHOLDER'S   $    3,000,184      $    2,558,381
EQUITY
(Equivalent to $4.69 per                           
 share at March 31,
 1999 and $4.00 per share at                       
 Dec. 31, 1998)             

COMPONENTS OF NET ASSETS                           
Common Stock, $.01 par value,                      
Authorized 5,000,000 shares;
640,256 issued and outstanding
                               $        6,403      $        6,403
Additional paid-in capital          2,901,243           2,901,243
                                                   
Accumulated excess (deficit):                      
     Accumulated net
      investment loss              (2,510,349)         (2,489,304)
     Accumulated net realized      
      gain from sales of                         
      securities                    1,895,938           1,750,517
     Unrealized net appreciation                
      of investments                  706,949             389,522

      Total accumulated
       excess (deficit)                92,538            (349,265)
                                                   
     Net assets                $    3,000,184      $    2,558,381


<TABLE>
                             THE ROCKIES FUND, INC.
                            Schedules of Investments
                      March 31, 1999 and December 31, 1998
<CAPTION>
                                                           Initial         **Cost at   Fair value at Fair value at
                                                           Investment        Mar 31,   Mar 31,       December 31,
          Company                      Position            Date              1999      1999          1998
<S>                         <C>                          <C>            <C>          <C>          <C>
Restricted Securities:

Alta California Broadcasting   255,000 common stock        Dec-98               0.00   255,000.00   255,000.00

American Educational          
 Products, Inc.* (1)<F1>        16,500 common stock        Sep-96          82,500.00   152,625.00   156,750.00

Eclipse (fka) Bear Star,LLC  5% partnership interest       Nov-94               0.00         0.00         0.00
                               305,000 common stock        Jun-96             500.00         0.00         0.00

                                                                              500.00         0.00         0.00

Communications World            40,000 common stock        Feb-99          40,000.00    40,000.00         0.00
                                 8,000 warrants            Feb-99               0.00         0.00         0.00

                                                                           40,000.00    40,000.00         0.00

COVA Technologies*<F1>             917 common stock        Jul-96          20,035.00    20,035.00    20,035.00

Fieldpoint Petroleum            30,000 common stock        Mar-99          22,500.00    22,500.00         0.00

Global Casinos, Inc.* (2)<F1>    3,800 common stock        Nov-93          76,000.00     4,037.50     4,512.50
                                 4,331 common stock        Jan-94          50,068.21     4,601.69     5,143.06
                                 1,724 common stock        Jan-94          19,931.79     1,831.75     2,047.25
                                 1,250 common stock        Feb-94          25,000.00     1,328.13     1,484.38
                                    75 common stock        Mar-94               0.00        79.69        89.06
                                   500 common stock        Oct-94          10,000.00       531.25       593.75
                                 5,000 common stock        Feb-96          17,207.50     5,312.50     5,937.50
                                 1,000 common stock        Mar-96           3,125.00     1,062.50     1,187.50
                               291,667 preferred stock     Dec-98         350,000.00   309,896.19   346,354.56

                                                                          551,332.50   328,681.20   367,349.56

Hampton Court Resources         12,500 common stock        Sep-97          11,542.00    10,750.00    11,375.00

Kinetiks.com                   100,000 common stock        Feb-98           5,000.00    11,000.00    11,000.00
                               100,000 common stock        Jul-98           5,000.00    11,000.00    11,000.00
                               100,000 common stock        Sep-98           5,000.00    11,000.00    11,000.00
                               100,000 common stock        Sep-98           5,000.00    11,000.00    11,000.00
                               100,000 common stock        Jan-99           5,000.00    11,000.00         0.00
                               100,000 common stock        Jan-99           5,000.00    11,000.00         0.00
                               100,000 common stock        Jan-99           5,000.00    11,000.00         0.00
                             1,300,000 warrants          2/97 - 3/99            0.00         0.00         0.00

                                                                           35,000.00    77,000.00    44,000.00

Land Resource Corporation*<F1>  10,000 common stock        Mar-97          10,000.00    10,000.00    10,000.00

Multi-Link Telecommunications   25,000 common stock        Nov-98          25,000.00    25,000.00    25,000.00

Redwood Broadcasting, Inc.       8,000 common stock        Dec-97               0.00         0.00    32,000.00
                                22,000 common stock        Dec-97          26,400.00   214,500.00    88,000.00

                                                                           26,400.00   214,500.00   120,000.00

Training Devices, Inc.          20,000 common stock        Feb-97          25,000.00    40,000.00    40,000.00

Total Restricted Securities                                               849,809.50 1,196,091.20 1,049,509.56

Unrestricted Securities:

Astea International              5,000 common stock        Jun-97               0.00         0.00     8,437.50

                                                                                0.00         0.00     8,437.50

American Nortell Communications 25,000 common stock        Mar-99          12,750.00    12,750.00         0.00

Biosource International          5,000 common stock        Sep-98               0.00         0.00    14,687.50
                                 2,500 common stock        Sep-98           7,964.28    10,625.00     7,343.75
                                25,000 common stock        Oct-98          72,764.20   106,250.00    73,437.50
                                20,000 common stock        Dec-98          54,582.10    85,000.00    58,750.00
                                37,500 common stock        Dec-98         107,915.95   159,375.00   110,156.25
                                20,000 common stock        Feb-99          61,522.70    85,000.00         0.00

                                                                          304,749.23   446,250.00   264,375.00

Exploration Company, The        30,600 common stock        Oct-97          92,718.00    35,381.25    28,687.50

Globex Minining Enterprises     33,000 common stock        Sep-98           6,535.00     4,785.00     2,970.00
                               170,000 common stock        Mar-99          21,953.35    24,650.00         0.00

                                                                           28,488.35    29,435.00     2,970.00

Hawks Industries                 1,000 common stock        Nov-98           1,312.50       875.00     1,125.00
                                 2,000 common stock        Dec-98           2,687.50     1,750.00     2,250.00
                                15,000 common stock        Jan-99          17,750.00    13,125.00         0.00
                                 9,000 common stock        Feb-99          10,335.35     7,875.00         0.00

                                                                           32,085.35    23,625.00     3,375.00

Informix Corporation             5,000 common stock        Feb-99          47,578.13    36,875.00         0.00

International Remote Imaging   10,0000 common stock        Nov-98          10,828.45     7,500.00     7,500.00

J2 Communications (3)<F1>        6,667 common stock        May-98               0.00         0.00    13,336.00
                                 3,333 common stock        Sep-98               0.00         0.00     6,666.00
                                 3,333 common stock        Oct-98           6,250.00     5,624.44     6,666.00
                                 3,333 common stock        Oct-98           6,250.00     5,624.44     6,666.00
                                 1,668 common stock        Oct-98           2,919.00     2,814.75     3,334.00
                                25,500 common stock        Nov-98          35,849.70    43,031.25    51,000.00
                                12,300 common stock        Dec-98          21,528.45    20,756.25    24,600.00
                                 3,000 common stock        Feb-99           6,615.95     5,062.50         0.00
                                10,000 common stock        Mar-99          20,003.45    16,875.00         0.00

                                                                           99,416.55    99,788.63   112,268.00

Lycos, Inc.                      1,000 common stock        Feb-99          89,676.72    86,000.00         0.00

Morrow Snowboards                7,000 common stock        Nov-98           8,097.20     2,625.00     5,687.50

Online System Services           8,000 common stock        Dec-98               0.00         0.00   104,000.00

Premier Concepts                24,100 common stock        Oct-98               0.00         0.00    16,568.75
                                10,900 common stock        Oct-98           5,790.62    10,900.00     7,493.75

                                                                            5,790.62    10,900.00    24,062.50

Redwood Energy                  20,000 common stock        Dec-98           8,377.52    11,800.00     9,200.00
                               125,000 common stock        Jan-99          61,375.00    73,750.00         0.00

                                                                           69,752.52    85,550.00     9,200.00

Southshore Corporation          15,000 common stock        Sep-97           7,715.00       468.75       468.75

Tech Data Corporation            7,500 common stock        Feb-99         183,797.15   172,031.25         0.00

Telxon Corporation              10,000 common stock        Jan-99         102,659.70    93,750.00         0.00
                                 5,000 common stock        Feb-99          37,946.86    46,875.00         0.00

                                                                          140,606.56   140,625.00         0.00

USAsurance Group                10,100 common stock        Dec-96               0.00         0.00    41,662.50
                                 4,150 common stock        Dec-96           9,669.50    26,975.00    17,118.75
                                 1,500 common stock        Dec-96           3,850.00     9,750.00     6,187.50
                                 2,500 common stock        Jan-97           8,750.00    16,250.00    10,312.50
                                 4,500 common stock        Jun-97           6,106.25    29,250.00    18,562.50
                                 7,500 common stock        Dec-97           7,875.00    48,750.00    30,937.50
                                 3,500 common stock        Oct-98          27,619.50    22,750.00    14,437.50
                                 7,500 common stock        Nov-98          21,256.90    48,750.00    30,937.50

                                                                           85,127.15   202,475.00   170,156.25

Whitewing Labs                  15,000 common stock        Jan-97          23,175.00     7,500.00     9,375.00
                                 8,500 common stock        Dec-98           5,861.50     4,250.00     5,312.50

                                                                           29,036.50    11,750.00    14,687.50

World Cyberlink                  8,750 common stock        Jun-98           8,750.00    27,343.75    25,156.25

Total Unrestricted Securities                                           1,256,963.48 1,431,373.63   781,031.75

Notes Receivable:

Eclipse fka Bear Star, LLC  Note Receivable, 10%           Dec-95               0.00     5,811.44     5,811.44

Damach                      Note Receivable,12%,
                             due on demand                 Oct-96          32,500.00    32,500.00    32,500.00

Global Casinos, Inc.*<F1>   Note Receivable, 12%,
                             due on demand                 Nov-96         163,343.13   163,343.13   175,000.00
                            Note Receivable, 9%
                             due on demand                 Mar-97          76,789.04    76,789.04    43,904.02

                                                                          240,132.17   240,132.17   218,904.02

Kinetiks.com                Note Receivable, 10%,
                             due on demand                 Feb-97          25,000.00    25,000.00    25,000.00
                            Note Receivable, 8%,
                             due on demand                                 83,447.87    83,447.87    61,476.26

                                                                          108,447.87   108,447.87    86,476.26

Marco Foods, Inc.*<F1>      Note Receivable, 12%
                             due on demand                 Jan-97         101,963.88   101,963.88   181,525.88

Webquest                    Note Receivable, 8%
                             due on demand                 Dec-98         250,688.49   250,688.49   104,676.21

Subtotal Notes Receivable                                                 733,732.41   739,543.85   629,893.81

Allowance for Doubtful Notes                                                    0.00   (31,000.00)  (31,000.00)

Net Notes Receivable                                                      733,732.41   708,543.85   598,893.81

Investments in Real Estate:

Chestnut Property           Land & Building at
                             3515 N. Chestnut              Sep-97         621,358.38   765,000.00   765,000.00

Total Real Estate Investments                                             621,358.38   765,000.00   765,000.00

Total Investments                                                       3,461,863.77 4,101,008.68 3,194,435.12

<FN>
<F1>* These entities are considered to be affiliated companies as a result of the Company's investment and/or position
  on the entity's Board of Directors during the last 90 days.

** After permanent write-downs.

(1) After giving effect to a 1:5 reverse split
(2) After giving effect to a 1:10 reverse split
(3) After giving effect to a 1:3 reverse split
</FN>
See accompanying notes to financial statements.

Restricted Unrestricted and Real Estate                                 2,728,131.36 3,392,464.83 2,595,541.31

Vaule-Cost                                                                639,144.91
</TABLE>    

                     THE ROCKIES FUND, INC.
                    STATEMENT OF OPERATIONS

                                  For the Three       For the Three
                                  Months Ended        Months Ended
                                  March 31,1999       March 31,1998
                                  (Unaudited)         (Unaudited)
                                                   
Investment Income:                                 
     Rental income                 $   37,125         $    12,688
     Consulting and other services     23,820                 320
     Interest and dividends            13,397               3,456
                                                   
                                       74,342              16,463
                                                   
Expenses:                                          
     Wages and salaries                32,748              31,190
     Professional fees                 (2,564)             12,673
     Custodian fees                         0               2,594
     Directors fees                     2,000                   0             
     Interest                          17,924              14,736
     Travel and entertainment           3,343               7,168
     Office                            33,565              22,187
     Building expenses                      0              13,590
     Investment expenses                8,313                 789
     Donations                             58                   0
                                                   
         Total expenses                95,387             104,927
                                                   
         Net investment loss       $ ( 21,045)        $   (88,464)

                                                   
Realized and unrealized gain                       
 from investments:
     Net realized gain from      
      investments                     145,421              15,702
     (net ofincome and
      deferred tax)                                             0
                                                   
Net unrealized appreciation                        
 (depreciation) of investments:                                    
     Beginning of period              389,522              30,918
     End of period                    706,949             179,346
Net unrealized appreciation         
 of investments                       317,427             148,428
                                                   
Net gain from investments          $  426,848         $   164,130
Net increase in net assets                         
     resulting from operations     $  441,803         $    75,666
                                                   
Per share amounts:                                 
     Net investment loss           $    (0.03)        $     (0.13)
     Net realized gain from
      investments                        0.23                0.02
     Net unrealized appreciation         0.49                0.23
      of investments               $     0.69         $      0.12


<TABLE>
                                 Statements of Stockholders' Equity
                                Nine Months Ended March 31, 1999 and
                               Years Ended December 31, 1998 and 1997
<CAPTION>                                          
                                                     Accumulated Net 
                                                      Realized Gains     Unrealized
                                          Accumulated   From Sales          Net      
                              Additional     Net      And Permanent     Appreciation
                   Common      Paid-In    Investment   Write-Downs           0f           Net 
                   Stock       Capital      (Loss)    Of Securities     Investments     Assets
<S>                <C>       <C>        <C>             <C>               <C>        <C>
BALANCES AT        
 DECEMBER 31, 1997 $6,403    $2,901,243 $(1,919,099)    $1,285,337         $30,918   $2,304,802

Net investment loss   --            --     (570,205)           --               --     (570,205)
Net realized loss on
 sale of investments  --            --           --        465,180              --      465,180
Unrealized net 
 appreciation of
 investments          --            --           --            --          358,604      358,604
BALANCES AT
 DECEMBER 31, 1998 $6,403    $2,901,243 $(2,489,304)    $1,750,517        $389,522   $2,558,381

Net investment loss   --            --      (21,045)           --               --      (21,045)
Net realized gain
 on sale of 
 investments          --            --           --        145,421              --      145,421
Unrealized net
 appreciation
 of investments       --            --           --            --          317,427      317,427
BALANCES AT
 MARCH 31, 1999    $6,403    $2,901,243 $(2,510,349)    $1,895,938        $706,949   $3,000,184
</TABLE>

                                THE ROCKIES FUND, INC.
                         STATEMENT OF CHANGES IN NET ASSETS



                                  For the             For the
                                  Three Months Ended  Three Months Ended
                                  March 31, 1999      March 31, 1998
                                  (Unaudited)         (Unaudited)
                                                   
                                                   
Increase (decrease) in net assets
 from investment activities:                       

     Net investment loss          $     ( 21,045)     $      (88,465)
                                                   
     Net realized gain             
      from investments                   145,421              15,702
       (net of income tax expense)
                                                   
     Net unrealized appreciation               
      of investments                     317,427             148,428
                                                   
     Net increase in net assets
      from investment activities         441,803              75,665

                                                   
Net assets at beginning of year        2,558,381           2,304,802       
                                               
Net asset at end of year          $    3,000,184      $    2,380,467
                                                   


                 NOTES TO FINANCIAL STATEMENTS
                          (Unaudited)

1.   Organization and Summary of Significant Accounting Policies

     (a)  Organization and Basis of Presentation.

          The Rockies Fund, Inc. (the "Fund") was incorporated in
Nevada on August 2, 1983, for the principal purpose of making
venture capital investments in developing companies located
primarily in the Rocky Mountain Region of the United States.  The
Fund is registered under the Investment Fund Act of 1940 as a
business development company.

          The interim unaudited financial statements have been
prepared by the Rockies Fund, Inc. and, in the opinion of
management, reflect all material adjustments which are necessary
to a fair statement of results of the interim periods presented.
Certain information and footnote disclosure made in the last
annual report on Form 10-K have been condensed or omitted for the
interim statements.  These statements should be read in
conjunction with the financial statements and notes thereto
included in Form 10-K for the year ended December 31, 1998.  The
results of the interim periods are not necessarily indicative of
results, which may be expected for any other interim period, or
for the full years.

     (b)  Investment Valuation and Transactions.

          Securities listed or traded on an exchange are valued
at their last sales price on the exchange where the securities
are principally traded.  Securities reported on the NASDAQ National
or Small Cap Market Systems are valued at the last sales price on the
valuation date or, absent a last sales price, at the closing bid
price on the valuation date.  Securities traded in the over-the-
counter market are generally valued at the last bid price, based upon
quotes furnished by independent market makers for such securities.
Investments in notes receivable are valued at an estimated
net realizable value.  The Fund performs on-going evaluations
regarding collectability of receivables and provides allowances
for potential losses.

          In the absence of readily ascertainable market values,
investments in restricted securities without quoted market prices
are carried at estimated fair value as determined by the Fund's
Board of Directors.  Due to the inherent uncertainty of
valuation, those estimated values may differ significantly from
the values that would have been used had a ready market for the
investments existed, and the differences could be material.

          Securities transactions are accounted for on a trade
date basis.  Where possible, realized gains and losses on the
sales of investments are determined using the specific
identification method.  If the specific identification method
cannot be utilized, realized gains and losses are determined
using the first in-first out method.  Substantially all of the
Fund's investments are non-income producing.

     In order to be as accurate as possible, the valuation
process undertaken by the Fund's Board of Directors attempts to
take into account all known information about a particular
investment company including but not limited to:
     
     - Fundamental business performance of an investee company
       and that of its competitors
     - Market valuation of companies in the same or similar
       industries
     - Market liquidity of an investee company and its
       competitors
     - The estimated value in a private sale including the value
       of intangibles
     
     The valuations of the portfolio companies are to represent a
potential transaction between a willing buyer and a willing
seller in an orderly market.  The valuations are not intended to
be for liquidation purposes with a time constraint.  Accordingly,
the portfolio valuations as determined in good faith by the Board
of Directors should be viewed as an indication of reasonable
value and not as a representation of a final sales price.

     (c)  Income Taxes.

          As a business development Fund, the Fund is subject to
Federal and State income taxes at the applicable corporate rates.
Deferred income taxes are provided for timing differences between
the reporting of income for financial statement and tax return
purposes, principally unrealized gains on investments.  For
Federal and State income tax purposes, the investments have the
same cost basis as shown in the financial statements.

          During the year ended December 31, 1997, the Fund
utilized all remaining net operating loss carryforward.


2.   Portfolio Securities

     ALTA CALIFORNIA BROADCASTING

     The Fund, at March 31, 1999, held 255,000 shares of Alta
California Broadcasting common stock, which is the result of a
dividend declaration by Alta on 12/21/98.  The dividend shares
are subject to registration with the SEC; however, there is no
assurance that such registration will ever become affective.  The
evidence of ownership is based upon notification of the dividend
declaration by Alta.  The Fund has been advised by Alta that the
Net Tangible Book Value per share is a $1.39.  However, in light
of the above circumstances, the Board of Directors has determined
the Fair Value of Alta to be $1.00 per share or $255,000.

     AMERICAN EDUCATIONAL PRODUCTS, INC.

     The Fund, at March 31, 1999, held 16,500 shares of American
Educational Products, Inc. common stock.  The stock is restricted
as to sale due to the company being an affiliate, non-income
producing and has been valued by the Board of Directors at its
quoted market value of $9.25 per share or $152,625.

     AMERICAN NORTELL

     The Fund, at March 31, 1999, held 25,000 shares of American
Nortell common stock, which stock is restricted as to sale, non-
income producing, and has been valued at its cost of $.51 per
share or $12,750 on account of  the purchase being recent enough
to warrant no change in the fundamentals of the valuation.

     BIOSOURCE INTERNATIONAL

     The Fund, at March 31, 1999, held 105,000 shares of
Biosource International common stock which stock is unrestricted
as to sale, non-income producing, and has been valued at its
quoted market price of $4.25 per share or $446,250.

     COMMUNICATIONS WORLD

     The Fund, at March 31, 1999, held 40,000 common shares and
8,000 warrants of Communications World, which stock is restricted
as to sale, non-income producing, and has been valued at its cost
of $1.00 per share or $40,000 on account of the purchase being
recent enough to warrant no change in the fundamentals of the
valuation.

     COVA TECHNOLOGIES

     The Fund, at March 31, 1999, held 917 shares of COVA
Technologies common stock, which stock is restricted as to sale,
non-income producing, and has been valued by the Board of
Directors at its cost of $20,035.

     DAMACH, INC.

     The Fund, at March 31, 1999, held a note receivable from
Damach in the amount of $32,500, which accrues interest at the
rate of 12% per year and was originally due on March 31, 1997.
An agreement was signed on March 4, 1997; to extend the
promissory note on a month to month basis or until the Fund makes
a written request for payment.

     ECLIPSE fka BEAR STAR, LLC fka COLUMBINE HOME SALES, LLC

     The Fund, at March 31, 1999, held 325,000 common shares of
Eclipse fka Bear Star, LLC which investment is restricted as to
sale, non-income producing, and has been valued by the Board of
Directors at $0.00.  The Fund also holds a note receivable from
Columbine Homes with remaining amounts due of $5,814.  The note
accrues interest at the rate of 10% per year, and is due on
demand.

     EXPLORATION COMPANY, THE

     The Fund, at March 31, 1999, held 30,600 shares of The
Exploration Company common stock, which stock is unrestricted as
to sale, non-income producing, and has been valued at its quoted
market price of $1.15625 per share or $35,381.25.

     FIELDPOINT PETROLEUM

     The Fund, at March 31, 1999, held 30,000  shares of
Fieldpoint Petroleum common stock, which stock is restricted as
to sale, non-income producing, and has been valued at its cost of
$.75 per share or $22,500 on account of the purchase being recent
enough to warrant no change in the fundamentals of the valuation.

     GLOBAL CASINOS, INC.

     The Fund, at March 31, 1999, held 17,680 shares of Global
Casinos, Inc. common stock valued at its quoted market price of
$1.0625 per share, or $18,785.  The Fund, at March 31, 1999, also
held 291,667 shares of Global Casinos, Inc. preferred stock,
which was converted from debt, owed to the Fund by Global
Casinos.  The stock has been valued at its conversion market
price of $1.0625 per share, or $309,896.19 which is below cost.
Both positions are restricted as to sale due to the company being
an affiliate, non-income producing.  The Fund, at March 31, 1999,
also held a note receivable from Global Casinos, Inc. in the
amount of $163,343, which note is unsecured, accrues interest at
the rate of 12% per year, and is due on demand.  Said note is
convertible into shares of Global Casinos, Inc. common stock at a
conversion price of $5.00 per share.  The Fund holds a second
note receivable from Global Casinos in the amount of $76,789.04,
which note is unsecured, accrues interest at the rate of 9% per
year, is due on demand, and is convertible into Global Casinos
common stock at $5.00 per share.

     GLOBEX MINING ENTERPRISES

     The Fund, at March 31, 1999, held 203,000 shares of Globex
Mining Enterprises common stock, which stock is unrestricted as
to sale, non-income producing and has been valued at its quoted
market price of $.145 per share or $29,435.

     HAMPTON COURT RESOURCES

     The Fund, at March 31, 1999, held 12,500 shares of Hampton
Court Resources common stock, which stock is restricted as to
sale, non-income producing and has been valued at its quoted
market price of $.86 per share or $10,750.

     HAWKS INDUSTRIES

     The Fund, at March 31, 1999, held 27,000 shares of Hawks
Industries common stock, which stock is unrestricted as to sale,
non-income producing and has been valued at its quoted market
price of $.875 per share or $23,625.

     INFORMIX CORPORATION

     The Fund, at March 31, 1999, held 5,000 shares of Informix
Corporations common stock, which stock is unrestricted as to
sale, non-income producing and has been valued at it quoted
market price of $7.375 per share or $36,875.

     INTERNATIONAL REMOTE IMAGING

     At March 31, 1999, the Fund held 10,000 shares of
International Remote Imaging common stock, which stock is
unrestricted as to sale, non-income producing and has been valued
at its quoted market price of $.75 per share or $7,500.

     J2 COMMUNICATIONS

     The Fund, at March 31, 1999, held 59,134 shares of J2
Communications common stock, after giving effect to a 1-for-3
reverse split.  The stock is unrestricted as to sale, non-income
producing and has been valued at its quoted market price of
$1.6875 per share or $99,788.63.

     KINETIKS.COM

     The Fund, at March 31, 1999, held 700,000 shares of
Kinetiks.com common stock, which stock is restricted as to sale
and non-income producing.  Because Kinetiks.com is not current in
its filings with the SEC, the stock has been valued by the Board
of Directors below its quoted market bid price of $.12 per share,
instead its been valued at $.11 per share or $77,000.  The Fund
also held warrants to purchase an additional 1,150,000 shares of
Kinetiks.com common stock at an exercise price of $.25 per share.
The Board of Directors has valued the warrants at $0.  The Fund
also held a note receivable in the amount of $25,000 which note
is unsecured, accrues interest at the rate of 10% per year, and
is due on demand.  The note provides for a default interest rate
of 18% and additional 50,000 warrants for each 30-day period that
it remains unpaid.  The Fund holds notes receivable from Kinetiks.com
in the amount of $83,447.87 which note is unsecured, accrues interest
at the rate of 8% per year and is due on demand.

     LAND RESOURCE CORPORATION

     The Fund, at March 31, 1999, held 10,000 shares of Land
Resource Corporation common stock, which stock is restricted as
to sale, non-income producing, and has been valued by the Board
of Directors at its cost of $1.00 per share or $10,000.

     LYCOS, INC.

     The Fund, at March 31, 1999, held 1,000 shares of Lycos
common stock, which stock is unrestricted as to sale, non-income
producing and has been valued at its quoted market price of $86
per share or $86,000.

     MARCO FOODS, INC.

     The Fund, at March 31, 1999, held a note receivable from
Marco Foods in the amount of $101,963.88, which note is
unsecured, accrues interest at the rate of 12% per year and is
due on demand.

     MORROW SNOWBOARDS

     The Fund, at March 31, 1999, held 7,000 shares of Morrow
Snowboards common stock, which stock is unrestricted as to sale,
non-income producing and has been valued at its quoted market
price of $.375 per share or $2,265.

     MULTI-LINK TELECOMMUNICATIONS

     The Fund, at March 31, 1999, held 25,000 shares of Multi-
Link Telecommunications common stock, which stock is restricted
as to sale, non-income producing and has been valued at its cost
of $1.00 per share or $25,000.

     PREMIER CONCEPTS

     The Fund, at March 31, 1999, held 10,900 shares of Premier
Concepts common stock, which stock is unrestricted as to sale,
non-income producing and has been valued at its quoted market
price of $1.00 per share or $10,900.

     REDWOOD BROADCASTING, INC.

     The Fund, at March 31, 1999, held 22,000 shares of Redwood
Broadcasting common stock, which stock is partially restricted as
to sale, non-income producing, and has been valued at its quoted
market price of $9.75 per share or $214,500.

     REDWOOD ENERGY

     At March 31, 1999, the Fund held 145,000 shares of Redwood
Energy common stock, which stock is unrestricted as to sale, non-
income producing and has been valued at its quoted market price
of $.59 per share or $85,550.

     SOUTHSHORE CORPORATION

     At March 31, 1999, the Fund held 15,000 shares of Southshore
Corporation common stock, which stock is unrestricted as to sale,
non-income producing and has been valued at its quoted market
price of $.03125 per share or $468.75.

     TECH DATA CORPORATION

     At March 31, 1999, the Fund held 7,500 shares of Tech Data
Corporation common stock, which stock is unrestricted as to sale,
non-income producing and has been valued at its quoted market
price of $22.9375 per share or $172,031.25.

     TELXON CORPORATION

     The Fund, at March 31, 1999, held 15,000 shares of Telxon
Corporation common stock, which stock is unrestricted as to sale,
non-income producing and has been valued at its quoted market
price of $9.375 per share or $140,625.

     TRAINING DEVICES, INC.

     The Fund, at March 31, 1999, held 20,000 shares of Training
Devices common stock.  The stock is restricted as to sale, non-
income producing, and has been valued by the Board of Directors
at $2.00 per share or $40,000, based on the price of the
Company's most recent financing in October of 1997.

     USASURANCE GROUP

     The Fund, at March 31, 1999, held 31,150 shares of
USAsurance Group common stock, which stock is unrestricted as to
sale, non-income producing, and has been valued at its quoted
market price of $6.50 or $202,475.

     WEBQUEST

     The Fund, at March 31, 1999, held a Note Receivable from
Webquest in the amount of $250,688.49, which is unsecured,
accrues interest at the rate of 8% per year and is due on demand.

     WHITEWING LABS

     The Fund, at March 31, 1999, held 23,500 shares of Whitewing
Labs common stock, which stock is unrestricted as to sale, non-
income producing, and has been valued at its quoted market price
of $.50 per share or $11,750.

     WORLD CYBERLINK

     The Fund, at March 31, 1999, held 8,750 shares of World
Cyberlink common stock, which stock is unrestricted as to sale,
non-income producing, and has been valued at its quoted market
price of $3.125 per share or $27,343.75.


3.   Real Estate Operations

     During the year ended December 31, 1993 the Fund purchased a
26,500 square foot office building located in Colorado Springs,
Colorado (the "Northpark Building").  The Building was acquired
primarily to provide office space for the Fund and as a potential
source of income.  The Fund sold its Northpark Building Effective
March 31, 1997.  The sale was structured as a tax-free exchange
under Section 1031 of the Internal Revenue Code of 1986, as
amended.  The proceeds received were utilized to pay
approximately $452,000 of mortgage, line of credit and other debt
resulting in a net gain of $388,000.
     
     In a concurrent transaction structured to qualify as a tax-
free exchange under Section 1031 of the Internal Revenue Code of
1986, as amended, the Fund, on April 1, 1998, consummated the
purchase of 5 acres of undeveloped commercial real estate located
at 3210 Woodman Road, Colorado Springs, CO (the "Property").  The
Fund plans to undertake a phased development of two commercial
office buildings on the Property which will, upon completion,
consist of an aggregate of 55,000 square feet of commercial
office space.  The purchase price for the Property was $390,000
and was paid in cash at the time of closing, utilizing a portion
of the proceeds realized by the Fund from the sale of the
Northpark Building.
     
     Real Estate Investment
     
     Effective September 4, 1997, The Fund purchased commercial
real estate located at 3515 North Chestnut, Colorado Springs,
(the "Chestnut Building") for a purchase price of $621,358.  The
Fund utilized $100,000 from the Northpark Building sale proceeds
towards the purchase of the new Chestnut Building as a tax-free
exchange under Section 1031 to avoid paying current taxes on the
Northpark Building gain. The Fund borrowed the remaining $500,000
from State Bank and Trust at an initial interest rate of 9.75%
with the assignment of all rents as collateral.  The Fund has
signed a business lease agreement to lease the new Chestnut
Building for 8 months and 9 days expiring on September 1, 1998
for $35,000.  Gerald L. Wiebe and Weebee Properties the "tenant"
agreed to pay for all property taxes, utilities, insurance and
maintenance associated with the building during the term of the
lease.  In addition, the Fund agreed to sell and the tenant
agreed to buy the Chestnut Building for $775,000 upon the
completion of the lease, September 1, 1998, for an approximate
net gain of $155,000.  As of December 31, 1998, the tenant was in
default of the Chestnut Building purchase agreement and therefore
paid to the Fund the sum of $45,000 on January 27, 1999 for rent
and fees in addition to extending the purchase agreement to
February 28, 1999.  On February 26, 1999, the tenant paid to the
Fund an additional $15,000 to extend the closing to March 31,
1999 and on April 9, 1999 the tenant paid to the Fund $12,000 to
extend the closing to April 30, 1999.  On May 1, 1999, the tenant
signed a lease agreement to lease the Chestnut Building for a
peroid of one year, expiring on April 30, 2000, for a total sum
of $120,000, $10,000 per month, and a $10,000 deposit, due in
four installments.
     
     On March 17, 1998, the Fund sold its 20% investment in the
Plaza Hotel & Apartments in Thermopolis, Wyoming (the "Hotel
Investment").  The hotel, which was purchased on September 24,
1997, was sold for its original purchase price of $200,000, of
that $50,000 was paid in cash and the purchaser assumed a
$150,000 note to Wyoming Resorts, LLC.

Office Facilities
     
     The Fund, during September of 1998 moved its executive
office space to 5373 North Union, Suite 100, Colorado Springs,
CO., 80918, with a three year contract through September, 2001 at
$9.50 per square foot lease and $4.774 square foot for common
area maintenance ("CAM") charge per year.  The CAM charge will
escalate depending on the actual building maintenance usage
determined for the year.
     
     The commercial real estate market in Colorado Springs,
Colorado, although steadily improving over the last several
years, still remains very competitive.  While the Board does not
believe that a single firm or group dominates the commercial real
estate industry in Colorado Springs, many of the participants are
well-established and possess far greater financial and market
resources than the Fund.

4.     Contingencies

       None.


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS.


       The following discussion and analysis should be read in
conjunction with the Financial Statements and Notes thereto
appearing elsewhere in this report.


LIQUIDITY AND CAPITAL RESOURCES - MARCH 31, 1999 COMPARED TO
DECEMBER 31, 1998

       During the three months ended March 31, 1999, the Fund
liquidated certain securities, including 5,000 shares of Astea;
5,000 shares of Biosource; 10,000 shares of J2 Communications;
8,000 shares of Online System; 24,100 shares of Premier Concepys
and 10,100 shares of Usassurance.

       During the three months ended March 31, 1999, The Fund
acquired 25,000 shares of Amercian Nortel, 20,000 shares of
Biosource, 40,000 shares of Commworld, 30,000 of Fieldpoint
Petrolium, 100,000 shares of Globex mining, 22,000 shares of
Hawks Industries, 5,000 shares of Informix, 13,000 shares of J2
Communications, 300,000 shares of Kinetiks, 1,000 shares of
Lycos, 125,000 shares of  Redwood Energy, 7,500 shares of Tech
Data Corp and 15,000 shares of Telxon for a total investment of
$741,661.   During the same period, the Fund purchased and
subsequently sold securities resulting in a net gain of
approximately $66,453.

       The Fund's value in restricted and unrestricted securities
increased from $1,830,541 as of December 31, 1998, to $2,627,465
as of March 31, 1999, an increase of $796,924 or approximately
44%.  Notes receivable increased $153,962, or approximately 28%,
from $554,582 as of December 31, 1998, to $708,544 as of March
31, 1999, mainly due to increases in Global Casino's, Marco Foods
and Kinetiks.Com notes.  Global Casinos, an international gaming
Company, comprises approximately 34%, Marco Foods, an affiliate
of the Fund comprises approximately 14% and Kinetiks.Com a
venture capital investment company comprises 15% of total notes
receivable.

       As of March 31, 1999, the Fund owns commercial real estate
purchased on September 4, 1997, for $621,358 with improvements,
and the building is in contract to sell for $775,000. Total
investments, therefore, increased from $3,150,123 on December 31,
1998, to $4,101,009 on March 31, 1999, an increase of  $950,886
or 30%.

       Cash held by related parties decreased from $232,252 as of
December 31, 1991 to $22,193 or 90% as of March 31, 1999, as
money held in broker accounts were utilized to purchase
investments.  Cash held by others decreased 39.7% and accounts
receivable decreased 66%.  Accounts receivable includes $9,059
of refundable taxes.  Investment securities sold decreased from
$1,204,587 as of December 31, 1998, to $1,710 as of March 31, 1999
as income from pending sales were received during the first quarter
1999.  Accrued interest receivable increased from $52,969 to $72,608
or 38% due to the increase in notes receivable.  Prepaid loan payment
as of March 31, 1999 was $43,678, due to the Fund accruing three
months of payments on the twelve months of advance payments on the
Merit Broadcasting long term note payable.

       Total current assets, therefore, decreased from $4,725,097
at December 31, 1998, to $4,245,035 at March 31, 1999, a decrease
of $480,062 or 11%.

       The Woodman property purchases at $390,000 and
construction in progress at $114,058 as of March 31, 1999
remained the same from December 31, 1998.

       Based on the foregoing, total assets decreased from
$5,246,585 on December 31, 1998, to $4,765,463 on March 31, 1999,
a decrease of $481,122 or 9.2%.

       Total current liabilities decreased from $2,294,523 as of
December 31, 1998, to $1,382,357 as of March 31, 1999, a
reduction of $912,166 or approximately 40%.  Payables trade
decreased 32% from $258,394 as of December 31, 1998, to $174,997
as of March 31, 1999, as the Fund made payments on legal and
other expenses during the quarter.  Investment securities
purchased as of December 31, 1998 had a balance of $852,709 which
the Fund had paid during the first quarter 1999. Property taxes
and other decreased from $14,552 at December 31, 1998, to 0.00 at
March 31, 1999, as was paid during the quarter.  Note payable
related parties decreased from $231,576 to $228,395 at March 31,
1999.  Other current liabilities increased from $653,975 as of
December 31, 1998, to $776,178 as of March 31, 1999 or 8.6%.  In
addition, the Fund has incurred income tax payable of $149,813;
$91,121 for 1998 and $58,692 for the first quarter on realized
gains from investments. The Fund also incurred a deferred tax
liability of $110,104 as of March 31, 1999 for unrealized gains
on investments, a decrease of 38% from December 31, 1998.

       The Fund has a long-term debt to Merit Broadcasting, less
current portion, of $231,417 as of March 31, 1999, a decrease of
4.4% from December 31, 1998.  Long term deferred tax liability
remained at $151,505 for deferred tax on the Fund's 1031 exchange
on investments.

       The Fund still holds a $75,000 line of credit with a
balance of $0.00 as of March 31, 1999. Total liabilities,
therefore, decreased from $2,688,204 as of December 31, 1998, to
$1,765,279 as of March 31, 1999, a decrease of $922,925 or
approximately 34%.

       Based on the foregoing, Net Asset Value increased during
the three months ended March 31, 1999, from $2,558,381 at
December 31, 1998, to $3,000,184 at March 31, 1999, an increase
of $411,803 or 17.3%.  Net assets per common share increased from
$4.00 per share at December 31, 1998, to $4.69 per share on March
31, 1999, an increase of $0.69.

       Management knows of no trends or demands, commitments,
events or uncertainties that will result in the Fund's liquidity
or capital resources materially increasing or decreasing.


RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1999 COMPARED
TO THREE MONTHS ENDED MARCH 31, 1998.

       The Fund's income/revenue for the three months ended March
31, 1999, was $74,342, an increase of $57,879 or approximately
352% compared with the same period in 1998.  This increase in
income/revenue was due to the Fund receiving rental income from
the Chestnut Building and interest from cash accounts.  The
Fund's Chestnut Building is under sales contract and is currently
being leased to the purchaser under contract.

       Expenses decreased from $104,927 as of March 31, 1998, to
$95,387 as of March 31, 1999, a decrease of $9,540 or
approximately 9%.  Contributing to the decrease in expenses were
decreases in professional and legal expenses of 120%, due to the
reduction of accrual expenses; a reduction in travel and
entertainment of 53% and building expenses of 100%. Offsetting
against decreased expenses were increases in wages and salaries
of 5%, interest expense of 22% office expenses of 51% and
investment expenses of 146%.

       Based on the foregoing, the Fund reported a net investment
loss for the three months ended March 31, 1999, of $(21,045), an
increase of 76% when compared to the net investment loss of
$(88,464) incurred during the same period in 1998.

       The Fund's net realized gain from sales of as of March 31,
1999 was $145,421, an increase of $129,719 or 826% compared to a
net realized gain of $15,702 as of March 31, 1998.  Unrealized
net depreciation relating to the current market value of
securities being held by the Fund increased $168,999 or 114% from
an unrealized net gain of $148,428 as of March 31, 1998, to an
unrealized net gain of $317,427 as of March 31, 1999.

       Management knows of no trends or demands, commitments,
events or uncertainties that will result in the Fund's liquidity
or capital resources materially increasing or decreasing.

                   PART 1.  OTHER INFORMATION

     Item 1.   Legal Proceedings

     Starting in 1994, the Fund received requests for information
from the United States Securities and Exchange Commission ("SEC")
related to investigations begun by the SEC during 1994 into
various matters, including the administrative and record keeping
practices of the Fund, its securities trading activities and
those of its officers and directors.  In September 1996, the Fund
was notified by the Commission's Staff that it intended to
request that the Commission commence an administrative proceeding
against the Fund, its President and its directors based upon
certain transactions in securities then included in the Fund's
securities portfolio.  In July 1997, the SEC informed us that the
Staff was planning to recommend an enforcement action against the
Fund's President for certain additional alleged violations of the
federal securities laws.  On June 1998, the Commission issued an
order instituting public administrative proceedings.  From
November 2 through November 6, 1998, an administrative trial was
held at which the Fund, its President and its directors contested
the Staff's allegations, which they believe to be substantially
without merit, and put on extensive defensive evidence.  The
parties are in process of exchanging proposed findings of fact
and conclusions of law and legal briefs.  As its exclusive relief
against the Fund, the Commissions Staff has requested the entry
of an order directing the Fund to cease and desist from
committing the securities law violations alleged by the Staff in
the enforcement proceeding.  In addition, the Staff has requested
entry of such an order against the Fund's President and its
directors along with certain other relief.  No decision has been
rendered and there is no timetable by which a decision must be
made.  Under the circumstances, the Fund cannot predict with any
certainty the outcome of the action or whether the matter will
have a material impact upon the Fund or its President or
directors.  Other than the foregoing, the Fund is not a party to
any material pending legal proceeding.

     Other than the foregoing, the Fund is not a party to any
material pending legal proceedings.

     Item 2.   Changes in Securities

               None.

     Item 3.   Default Upon Senior Securities

     There have been no defaults on any securities.  The Fund has
no obligations with regard to dividends and no preferred stock is
outstanding.

     Item 4.   Submission of Matters to a Vote of Security Holders

               None.

     Item 5.   Other Information

Year 2000 issues

     The Company recognized the need to ensure its operations
will not be adversely impacted by Year 2000 software failures.
Software failures due to processing errors potentially arising
from calculations using the Year 2000 date are a known risk.  The
Company is addressing this risk to the availability and integrity
of financial systems and the reliability of the operational
systems.  The Company is evaluating and managing the risks and
cost associated with this problem, including communicating with
brokers, custodians and trust companies, and others with which it
does business to coordinate Year 2000 conversion.  The total cost
of compliance and its effect on the Fund's future results of
operations is being determined as part of the detailed conversion
planning process.


     Item 6.   Exhibits and Reports on Form 8-K

               None.


                           SIGNATURE

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


                              THE ROCKIES FUND, INC.



Dated:    05/17/99            By:  /s/ Stephen G. Calandrella
                                   Stephen G. Calandrella,President



Dated:    05/17/99            By:  /s/Barbara A. Hamstad
                                   Principal Accounting Officer