SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended   MARCH 31, 1999                    Commission File 2-77085
                   -----------------                                  -------

                           SOUTHWARD VENTURES DEPOSITARY TRUST         
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

         FLORIDA                                         59-6737200  
-------------------------------               ----------------------------------
(State or other Jurisdiction of               IRS Employer Identification Number
Incorporation or Organization)

                          C/O GINO J. DIMARCO, TRUSTEE
                           2499 GLADES ROAD, SUITE 203
                            BOCA RATON, FLORIDA 33431
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code:  (561) 347-8663          

                                    NOT APPLICABLE               
--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed since Last Report)

Indicate by checkmark 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                

Indicate the number of shares outstanding at each of the Issuer's classes of
common stock, as of the close of the period covered by this report:

CLASS                                         OUTSTANDING MARCH 31, 1999 
-----                                         -------------------------- 
Units of Beneficial Interest,                 Trust Certificate, No Par Value
No Par Value                                               27,147


<PAGE>



                       SOUTHWARD VENTURES DEPOSITARY TRUST


                                      INDEX

PART I:                                                            PAGE NO.:
-------                                                            ---------

Financial Statements                                                   5

PART II:

Other Information

         Items 1 through 9                                             3


PART III:

Signature Page                                                         4


<PAGE>




                                     PART II

                                OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS.
                  None.

Item 2.           CHANGES IN SECURITIES.
                  None.

Item 3.           CHANGES IN SECURITY FOR REGISTERED SECURITIES.
                  None.

Item 4.           DEFAULTS UPON SENIOR SECURITIES.
                  None.

Item 5.           INCREASE IN AMOUNT OF OUTSTANDING SECURITIES OR INDEBTEDNESS.
                  None.

Item 6.           DECREASE IN AMOUNT OF OUTSTANDING SECURITIES OR INDEBTEDNESS.

         On July 25, 1998 the exchange program for outstanding units was
terminated. However, since that date an extensive search has been conducted to
locate missing unitholders in order to provide them with the opportunity to
participate in the exchange program and to identify those accounts which are to
be escheated. As of March 31, 1999 there were 27,147 new units outstanding that
were held by 189 unitholders. As of the same date, there were 182,831 old units
outstanding that were held by 320 unitholders.

Item 7.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
                  None.

Item 8.           OTHER MATERIALLY IMPORTANT EVENTS.
                  None.

Item 9.           EXHIBITS AND REPORTS ON FORM 8-K.
                  27     Financial Data Schedule



<PAGE>



                                    PART III

                                   SIGNATURES

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

                                    SOUTHWARD VENTURES DEPOSITARY TRUST

Dated: May 12, 1999                 BY:   /s/ GINO J. DIMARCO, TRUSTEE        
                                       -----------------------------------------
                                              GINO J. DiMARCO, Trustee



<PAGE>

                      SOUTHWARD VENTURES DEPOSITARY TRUST

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                       1999            1998
<S>                                                                                  <C>             <C>
 Cash flows from operating activities:

       Net income (loss)                                                             $(63,953)       $ 37,717
       Adjustments to reconcile net income (loss) to net cash provided by
          (used in) operatiang activities:

          Depreciation                                                                  4,618           2,941
          Net reductions of land and improvements  held for development or sale           187           1,697
          Decrease (Increase) in other assets                                           1,949          (3,362)
          Increase in account payable and  accrued liabilities                         57,454           1,000
          Decrease in deposits on sales contracts                                      (5,000)        (14,150)
                                                                                     --------        --------
          Net cash provided by (used in) operations                                    (4,745)         25,843

 Cash flows from financing activities:

          Decrease in net payable to GHC development                                  (20,000)        (15,000)
          Increase in notes payable to Banyan & Young Ltd.                             15,000               -
          Increase in notes payable to T.D. Fender                                          -          51,517
                                                                                     --------        --------
          Net cash provided by (used in) financing activities                          (5,000)         36,517
                                                                                     --------        --------
 Net (decrease) increase in cash and cash equivalents                                  (9,745)         62,360


 Cash at beginning of period                                                           17,443          42,147
                                                                                     --------        --------
 Cash at end of period                                                               $  7,698       $ 104,507
                                                                                     ========       ========= 
</TABLE>

                            SEE ACCOMPANYING NOTES.

<PAGE>


                      SOUTHWARD VENTURES DEPOSITARY TRUST

   CONSOLIDATED STATEMENTS OF OPERATIONS AND TRUST CERTIFICATE HOLDERS' EQUITY

               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                                    1999           1998

<S>                                                             <C>            <C>
 Revenues:
      Real estate sales                                         $ 10,000       $ 90,586
      Rental income                                               20,928         20,928
                                                                --------       --------
                                                                  30,928        111,514

 Costs & expenses:
      Cost of sales                                                  187          1,698
      Selling                                                          -         10,734
      General & administrative                                     9,633         11,690
      Trustee fees                                                11,400         11,400
      Legal & professional fees                                   62,630         24,252
      Secretarial & bookkeeping fees                               6,000          7,000
      Other operating expenses                                       413          4,082
      Depreciation                                                 4,618          2,941
                                                                --------       --------
                                                                  94,881         73,797
                                                                --------       --------
 Net income (loss)                                               (63,953)        37,717

 Trust certificate holders' equity, beginning of period          727,772              -
                                                                --------       --------

 Trust certificate holders' equity, end of period               $663,819       $ 37,717
                                                                ========       ========

 Net income (loss) loss per trust certificate                   $  (2.23)      $   1.31
                                                                ========       ========

 Certificates used in computing net loss
       per trust certificate                                      28,735         28,735
                                                                ========       ======== 
</TABLE>

                            SEE ACCOMPANYING NOTES.

<PAGE>


                      SOUTHWARD VENTURES DEPOSITARY TRUST

                           CONSOLIDATED BALANCE SHEETS

          AT MARCH 31, 1999 (UNAUDITED) AND DECEMBER 31, 1998 (AUDITED)

<TABLE>
<CAPTION>


                                                                               1999             1998
<S>                                                                         <C>             <C>
                                               ASSETS


 Cash                                                                      $  7,698         $ 17,443
 Land and improvements held for development or sale                         634,388          634,575
 Property & equipment, net                                                  160,398          165,016
 Other assets                                                                53,091           55,040
                                                                           --------         --------
                                                                           $855,575         $872,074
                                                                          =========        =========


 LIABILITIES AND TRUST CERTIFICATE HOLDERS' EQUITY

 Accounts payable and accrued liabilities                                  $176,756         $119,302
 Note payable to GHC Development, a related party                                 -           20,000
 Note payable to Banyan & Young Ltd., a related party                        15,000                -
 Deposits on sales contracts                                                      -            5,000
                                                                           --------         --------
             Total liabilities                                              191,756          144,302

 Commitments

 Trust certificate holders' equity                                          663,819          727,772
                                                                           --------         --------
                                                                           $855,575         $872,074
                                                                           ========         ========
</TABLE>


                            SEE ACCOMPANYING NOTES.

<PAGE>

                       SOUTHWARD VENTURES DEPOSITARY TRUST

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 1999

1.     BASIS OF PRESENTATION

       The accompanying financial statements are unaudited and have been
       prepared in accordance with generally accepted accounting principles for
       interim financial information and with the instructions to Form 10-Q
       promulgated by the Securities and Exchange Commission. These financial
       statements reflect all adjustments which, in the opinion of management,
       are necessary for a fair presentation of financial position, results of
       operations and cash flows for the periods presented. All such adjustments
       are of a normal recurring nature. The results of operations for interim
       periods are not necessarily indicative of the results to be expected for
       a full year. The statements should be read in conjunction with the
       financial statements and footnotes thereto included in the Trust's
       Annual Report on Form 10-K for the year ended December 31, 1998.

2.     COMMITMENTS AND CONTINGENCIES

              PENDING LITIGATION

       In 1993, the Trust filed a complaint against an individual asserting
       claims for conversion and civil theft in relation to computer hardware
       and software which was ordered, paid for, but never delivered to the
       specified entity . The Trust did not prevail in a jury trial of the
       civil theft case. The Trust undertook an appeal of the adverse decision
       that was entered on April 15, 1997. On February 24, 1999 the Trust's
       appeal was denied.

       Since the Trust was not successful in that claim, the defendant's
       attorney fees and costs could be assessed against the Trust. In the
       opinion of the Trustee, it is not possible at this time to assess the
       amount of such fees and costs. However, as the matter has been
       vigorously litigated since 1993, these fees and costs could be
       substantial and have a material effect on the financial statements. A
       Motion to Tax Costs was heard on September 26, 1997. Although the
       judgement has not been entered as of this date, it is expected that the
       Defendant will be awarded against the Trust approximately $2,634 for
       costs plus interest from the date the judgement is signed. The amount of
       attorneys' fees to be awarded, if any, will require judicial
       determination at a future date.

              BAHAMIAN REAL PROPERTY TAXES

       The Trust has been advised by the Ministry of Finance of the
       Commonwealth of the Bahamas that property taxes pertaining to lots
       located on Great Harbour Cay were not included in a prior settlement
       that was understood to encompass all of the Trusts' properties on Great
       Harbour Cay. The Trust does not currently possess sufficient information
       to reasonably estimate the amount of liability to be recorded. However,
       the Trust believes that based upon future developments and
       determinations, it is possible the amount could have a material effect
       on the financial statements.


<PAGE>


                                 EXHIBIT INDEX


EXHIBIT                                 DESCRIPTION
-------                                 -----------

  27                          Financial Data Schedule