UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                             __________________


                                  FORM 10-K

          [ 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


                         Commission File No. 0-1392

                       CENTRAL COAL & COKE CORPORATION
            (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                     <C>
    Delaware                                                     44-0196290
__________________                                       __________________
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                       Identification No.)

127 West 10th Street, Suite 666, Kansas City, Missouri                64105
______________________________________________________                _____
(Address of Principal Executive Offices)                         (Zip Code)
</TABLE>

 Registrant's telephone number, including area code:   816/842-2430
                                                       ____________

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
                                                   NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS                                        WHICH REGISTERED
___________________                                ________________________
<S>                                                <C>
          None                                             None
</TABLE>
                                           
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                       Common stock ($1 par value)
                       ___________________________
                            (Title of Class)

     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

<PAGE>  2

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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. [   ]

     The aggregate market value of the voting stock held by nonaffiliates
of the registrant (155,983 shares), as of February 12, 1999 was $4,835,473.

The number of shares outstanding of the issuer's only class of common stock
as of December 31, 1998, is as follows:

             Common Stock ($1.00 Par Value) . . . . . . 355,995
       (This figure does not include 20,693 shares of treasury stock)

                    DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to security holders for fiscal year
ended December 31, 1998, captioned "Selected Consolidated Financial Data,"
"Management's Discussion & Analysis of Financial Condition & Results of
Operations" and "Market for Registrant's Common Equity and Related
Stockholder Matters."  (Part II)

     Definitive Proxy Statement furnished to security holders and the
Securities and Exchange Commission on March 24, 1999, relative to the
Annual Meeting of Stockholders to be held on April 21, 1999.  (Part III)


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<PAGE>  3


                                  PART I

ITEM 1.  BUSINESS

     (a)  GENERAL DEVELOPMENT OF BUSINESS. During the year 1993, the 
registrant formed a new wholly-owned subsidiary corporation which was 
authorized to become involved in a newly created fast food bagel and 
delicatessen business located in Athens, Ohio, which commenced operation 
during the fourth quarter of 1993; a second facility located in Columbus, 
Ohio, opened during the third quarter of 1994; a third facility was opened in 
State College, Pennsylvania in the third quarter of 1995, and a fourth 
facility located in an area of San Diego, California known as Pacific Beach 
was opened early in 1996.  As described more fully in Management's Discussion 
& Analysis of Financial Condition & Results of Operations set forth in Item 7 
of this report sales and profitability were disappointing and by September 1, 
1998, all remaining active operations were disposed of.  As of December 31, 
1998, the approximate net investment in this venture was $745,214.  For more 
detail on the results of this discontinued operation see the accompanying 
financial statements and Note 9 thereto.

     In addition, management continues to investigate other activities 
involving deployment of registrant's assets in an effort to increase 
earnings.  Since the beginning of the fiscal year, there have been no 
bankruptcy, receivership or similar proceedings with respect to the 
registrant; there has been no material reclassification, merger or 
consolidation of the registrant; there has been no acquisition or disposition 
of any material amount of assets otherwise than in the ordinary course of 

                                      -3-

<PAGE>  4

business; and there has been no material change in the mode of conducting the 
business of the registrant.

     (b)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. During the year 
1998, the registrant had two reportable segments which are identified as the 
Energy Business Segment and the Retail Food Business Segment, but due to the
discontinuance of the Retail Food Business Segment during 1998 as described
above, there is now only one reportable segment--the Energy Business Segment. 
See Note 9 to the accompanying financial statements for more detail as to the
discontinuance of the Retail Food Business Segments and financial information
with respect thereto.  There were no separate segments of the registrant 
prior to 1993.

     (c)  NARRATIVE DESCRIPTION OF BUSINESS. One business activity of the 
registrant consists of the management of its interests in real properties and 
as discussed above is now identified as the Energy Business Segment.  Such 
real property interests have been held and managed by registrant for lease to 
others for exploration and the extraction of coal and oil and gas and for 
surface use.  From time to time sales of portions of such properties have 
been made.  During 1994 the registrant sold 40 acres of surface land located 
in Macon County, Missouri and the timber rights on some adjoining property 
which generated a gain of approximately $33,000, and in 1995 sold 
approximately 4.41 additional acres of surface land in that county generating 
a gain of $2,141.58 and 40 additional acres of timber rights were sold for 
$8,900, and in 1997 sold approximately 88.17 acres in that county for a gain 
of $37,309.50, and in 1998 sold approximately 196 acres of surface land in 
that county for a gain of $85,421.31.

                                      -4-

<PAGE>  5

In 1998 the registrant sold approximately 41 acres of surface land in 
Sebastian County, Arkansas, for a gain of $19,923, in 1997 had sold 1.75 
acres of surface land in that county for a gain of $800, in 1996 had sold 
7.25 acres of surface land in that county for a gain of $6,050, and in 1995 
had sold 103 acres of surface land in that county for a gain of $56,768.  
Also sold in 1996 was 45 acres of real property in Pittsburg County, Oklahoma 
for $31,500.  In addition, in 1997 the registrant sold a waiver of surface 
rights on 7.21 acres of its Walker County, Texas property for $2,500.  The 
properties owned at the end of the fiscal year are described in Item 2.  
Additionally, the registrant continues to examine and evaluate the deployment 
of its assets and owned and operated enterprises as described above.  During 
the last five years, the registrant reviewed at least six possible new 
business opportunities in addition to the fast food bagel and delicatessen 
business described above, resulting in a formal bid for one company which was 
not accepted, rejected two other opportunities as not suitable, and another 
such opportunity reviewed was taken off the market.  Also, during 1993 the 
registrant commenced a voluntary program of reforestation on reclaimed open 
pit coal mining property located in Arkansas and Oklahoma.  The program was 
not federally or state mandated, but was undertaken to enhance the value of 
its real property and in furtherance of its concept of social responsibility.  
Some additional reforestation on its properties in Arkansas took place in 
1997 on which the registrant spent approximately $1,100 during that year.  
There was no additional reforestation expense in 1998.  The financial impact 
upon the registrant, both in terms of short-term expenditures and future 
income should not be material.

                                      -5-

<PAGE>  6

     Another business activity of registrant consists of the ownership and
management of its investment portfolio of marketable securities and United
States government and agency obligations.

     Other than as described above, the registrant produces no products nor
renders any services; however, oil, gas, and coal are extracted by lessees 
from properties owned by the registrant as more fully explained in Item 2.

     Other than the fast food bagel and delicatessen business described 
above, there have been no new products nor industry segments requiring the 
investment of a material amount of assets of the registrant, and there have 
been no public announcements nor has information otherwise become public 
involving any such new products or industry segments.

     Raw materials are not essential to registrant's businesses.

     There are no patents, trademarks, licenses, franchises and concessions 
held by registrant.

     No business of any industry activity of the registrant is or may be
seasonal.

     The registrant has no significant practices relating to working capital
since it carries no significant amount of inventory and does not provide
extended payment terms to customers.

     Bethlehem Steel Corporation was the lessee under a coal lease from
registrant for a term of 40 years commencing in June, 1969, providing for
minimum royalties of $50,000 annually for each of the first three years and
$90,000 annually for the next 36 years, together with provisions for 
royalties of 22-1/2 cents per ton of coal mined and shipped against which the 
minimum royalties are to be applied.  On October 1, 1984, this lease was 

                                      -6-

<PAGE>  7

amended to increase the royalty to the greater of $1.00 per ton or 3% of the 
F.O.B. mine selling price for all coal paid for by actual royalty or minimum 
royalty  after that date, and Bethlehem assigned the lease to another.  A 
portion of the leased property was subsequently subleased to another party, 
but Bethlehem continues to guarantee the total royalty payment.  A small 
amount of mining has been done on the lease.  The loss of the revenues from 
this lease would result in a material diminution in the income of registrant, 
but the registrant has no reason to believe that the lessee has either the 
legal right or intention to cease making  the required payments thereunder.


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                                      -7-

<PAGE>  8

     Except as discussed above, there are no customers to which sales are 
made in an amount which equals ten percent or more of the registrant's 
consolidated revenue.

     Registrant's businesses do not have any backlog of unfilled orders.

     No material portions of the businesses of registrant may be subject to
renegotiation of profits or termination of contracts or subcontracts at the
election of the Government.

     There are no competitive conditions in the businesses in the 
registrant's Energy Business Segment which have a material impact on its 
operations.

     Registrant spent no money during any of the last three fiscal years on
material company-sponsored research and development activities as determined 
in accordance with generally accepted accounting principles.  In addition,
registrant spent no money during such years on material customer-sponsored
research activities relating to the development of new products, services or
techniques or the improvement of existing products, services or techniques.

     Compliance with Federal, State and local provisions regulating the
discharge of materials into the environment, or otherwise relating to the
protection of the environment will have no material effect upon the capital
expenditures, earnings and competitive position of the registrant.  There are 
no material estimated capital expenditures for environmental control 
facilities for the remainder of the current fiscal year and the succeeding 
fiscal year or for any further periods which the registrant deems material.

     The total number of persons employed by the registrant itself, as of the
end of the fiscal year, was 3.

                                      -8-

<PAGE>  9

     (d)  FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND
EXPORT SALES. The registrant does not engage in operations in foreign 
countries, nor are portions of sales or revenues derived from customers in 
foreign countries.

ITEM 2.  PROPERTIES

     (a)  The principal physical properties of the registrant are whole or
partial interests in approximately 64,000 acres of real property located in
Arkansas, Louisiana, Texas, Kansas, Oklahoma and Missouri.  Its mineral
reservation under the Sam Houston National Forest in Texas on an additional
76,000 acres expired on January 1, 1985, but was extended for a five-year 
period on about 6,280 acres with producing wells, which period expired 
January 1, 1990.  Another 640 of these acres were lost on January 1, 1990, 
and an additional 1,623 of these acres were lost on January 1, 1995, leaving 
the registrant's rights in 4,017 remaining acres, now to expire January 1, 
2000, unless extended.  In later parts of this Item 2 references are made to 
the ownership of "minerals."  The registrant is the owner of all or part of 
the subsurface minerals on large portions of the properties involved, but the 
only minerals of primary interest to the registrant are coal, oil and gas.

       (1)  REAL PROPERTY INTERESTS IN THE STATE OF ARKANSAS.

          The registrant is the owner of approximately 1,658 acres in fee
simple, of minerals underlying approximately 16,447 additional acres, and of 
a number of town lots in three small towns, all in Sebastian County, 
Arkansas, having sold approximately 103 acres of surface in 1995, 7.25 acres 
in 1996, 1.75 acres in 1997, and 41 acres in 1998.

                                      -9-

<PAGE>  10

          Mineral interests underlying approximately 13,600 acres are under a
coal lease to the assignee of Bethlehem Steel Corporation under the coal 
lease described in Item l(c).  An additional 48 acres of the registrant's 
Arkansas properties are currently being leased under a coal lease.  Another 
586 acres were leased in 1993 under two separate oil and gas leases (both to 
the same lessee) for 5-year terms, one of which expired in 1998 without any 
production, but the other of which commenced production during that year.  In 
1997 another 120 acres were leased for a 3-year term.  As yet there is no 
production under this lease.  In 1998 another 250 acres were leased under 
three separate oil and gas leases, each for a 3 year term.  As yet there is 
no production under any of these new leases.

          Of the 13,600 acres currently under a coal lease to the assignee of
Bethlehem Steel Corporation as described in the preceding paragraph, 
10,537.23 acres were leased to C.D. Exploration, Inc. in 1995 under an Oil & 
Gas Lease for a term of five years, for which the lessee paid a bonus of 
approximately $105,000.  An additional 414 acres were leased in 1994 under 
three separate oil and gas leases (two to the same lessee), one for a three 
year term and the other two for five year terms.  An additional 1,483.31 
acres were leased in 1996 in one oil and gas lease for a term of five years.  
As yet there is no production under any of these leases.  In addition, 
registrant has fractional royalty interests in 8 small producing gas wells 
which are located on a 5,354 acre tract of which registrant owns 1,044 acres.

       (2)  REAL PROPERTY INTERESTS IN THE STATE OF TEXAS.

          The registrant was the owner of practically all of the mineral

                                      -10-

<PAGE>  11

interests in approximately 90,551 acres located in the Texas counties of San
Jacinto, Walker and Montgomery, of which approximately 82,674 acres were 
under a reservation (in a deed of December, 1935) which covered all oil, gas, 
sulphur and other minerals on, in, under or that may be produced from the 
lands for a period commencing with the date of the deed and ending on January 
1, 1985, and provided further that if on said latter date minerals were being 
produced in paying quantities then the reservation would be extended for a 
five-year period as to an area of one square mile of which the well is the 
center and for subsequent extensions for additional five-year periods so long 
as paying operations are being conducted on the premises. The right to 
prospect for and mine and remove minerals was further limited by various 
requirements of the United States.  As described in Item 2(a) above, this 
reservation expired on January 1, 1985, and the wells then producing on such 
properties permitted the registrant to retain until January 1, 1990, about 
6,280 acres in the Mercy Field, West Mercy Field and Moroil Field and as of 
January 1, 1995, the registrant continued to retain 4,017 of such acres, 
while production continues.  The reservation is extended for an additional 
five-year term ending January 1, 2000, at the end of which this acreage will 
be lost if there is no production then continuing.

          The registrant's mineral interests in its remaining acreages in 
Texas are reservations of perpetual mineral rights.  In the case of 
approximately 7,600 acres, one-thirty-second of the minerals are vested in 
the owner of the surface of said properties but with the right in the 
registrant to make all leases on the acreage and to keep all bonuses and 
rentals received under such leases.  In January, 1995, 7,788.55 acres of 
these mineral interests were leased

                                      -11-

<PAGE>  12

under one oil and gas lease for a term of three years with one option to 
renew for an additional two years, which the lessee has exercised in January 
1998, upon payment of approximately $194,000 to the registrant.  The lessee 
originally paid a bonus of approximately $311,000 in connection with the 
initial term of this lease.  As yet there is no production under this lease.  
In 1997 one additional lease was made on 241.73 acres of registrant's Walker, 
Texas property, and as yet there is no production on this lease.

       (3)  REAL PROPERTY INTERESTS IN THE STATE OF LOUISIANA.

          In January, 1967, the registrant sold approximately 35,000 acres of
Louisiana real property reserving mineral servitudes thereon.  Under 
Louisiana law the ownership of mineral servitudes not exercised through 
production or drilling to a depth at which production reasonably can be 
expected to be found expires by liberative prescription after a period of 
such nonuser of ten years.  No production or drilling occurred on 
approximately 14,000 of the acres sold in 1967 within the ten-year period 
and, hence, the registrant's ownership of the mineral servitudes under such 
approximately 14,000 acres was extinguished as of January 26, 1977.  During 
1978, the registrant's ownership of the mineral servitudes under 1,243 
additional acres was extinguished because production had been exhausted for 
ten years.  Mineral servitudes under the remaining acres sold in 1967 have 
been extended by drilling or production for various periods expiring after 
January 26, 1977.  The registrant's rights to approximately 8,530 additional 
acres of these servitudes expired during 1994.

          In the Hurricane Creek Field, Beauregard Parish, Louisiana, 880 

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<PAGE>  13

acres are held by production which commenced in 1947.  The leases of the 
registrant in the Hurricane Creek Field provide for one-eighth gross 
royalties except as to 160 acres for which the gross royalty is one-fourth.  
In 1964, a Unitization Agreement covering one producing sand was executed by 
various interested parties in the Hurricane Creek Field so as to permit a 
secondary recovery program, and a second Unitization Agreement was executed 
in March, 1994.

          In the Clear Creek Field, Beauregard Parish, Louisiana, 
approximately 600 acres were held under oil and gas leases by production 
which commenced in 1955 and were terminated during 1991.  The registrant's 
interest in this 600 acres will continue for 10 years from this date pursuant 
to the Louisiana law concerning mineral servitudes as described above.  In 
addition, approximately 400 additional acres in Beauregard Parish, Louisiana, 
are held under production pursuant to a lease, the original term of which 
expired many years ago but which continues by production.

          The registrant leased approximately 9339 acres of its real property 
in Vernon Parish, Louisiana, for a term of four years, pursuant to the 
exercise of a geo-option made in early 1991.  This lease was extended for an 
additional year in 1995, and one well was drilled but it turned out to be a 
"dry hole," and there was no production.  This property is currently 
available for lease and if there is no further attempted production by 
December, 2006, the registrant's rights in this property will expire.


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                                    -13-

<PAGE>  14

        (4)  REAL PROPERTY INTERESTS IN OKLAHOMA AND KANSAS.

          The registrant is the owner of interests in real property in three
counties in eastern Oklahoma and three counties in southeast Kansas, which
ownership consists of approximately 1,385 acres in fee simple, and 
approximately 13,511 additional acres of underlying minerals.  A substantial 
part of such 13,511 acres of mineral ownership is described in the 
conveyances or reservations giving rise to such ownership as "coal" or "coal 
and asphaltic minerals."

          The registrant in the past has also rented the surface of portions 
of its lands in Kansas and Oklahoma, largely for agricultural purposes, under 
leases of not to exceed one year

       (5)  REAL PROPERTY INTERESTS IN THE STATE OF MISSOURI.

          In Randolph and Macon Counties, Missouri, the registrant is the 
owner of approximately 73 acres in fee simple, (having sold 4 acres of 
surface land in 1995, approximately 88 acres of surface land in 1997, and 
approximately 196 acres of surface land in 1998) and of the minerals 
underlying 6,121 acres.  Substantially all of the mineral ownership is 
described in the conveyances from which it arose as "coal" or "coal and other 
minerals."  The properties involved were acquired by predecessor companies 
for the principal purpose of mining coal therefrom, and extensive mining was 
conducted thereon by the predecessors.

          The registrant has previously rented the surface of portions of its
lands in Missouri, largely for agricultural purposes, under leases of not to
exceed one year, but no such leases are in effect at this time.

                                      -14-

<PAGE>  15

       (6)  RETAIL FOOD BUSINESS SEGMENT LEASES.

          The operations of the fast food bagel and delicatessen facilities
constituting the Retail Food Business Segment had previously been carried out
from premises leased at the locations specified in Item 1(a) above.  This
business segment was discontinued in 1998 as described above and all leases 
were either assigned to other unrelated parties or terminated.

     (b)  The registrant does not participate in any oil and gas operations. 
However, the registrant is the owner of certain properties (fully described
above in this Item), part of which are leased to outside interests for the
production of oil and gas.  The registrant receives bonuses, rentals and
royalties for the use of the land and mineral interests leased by it.

ITEM 3.  LEGAL PROCEEDINGS

     (a)  There are no material pending legal proceedings, other than 
ordinary routine litigation incidental to the business, to which the 
registrant is a party or of which any of its property is the subject.  There 
are no material proceedings to which any director, officer of affiliate of 
the registrant, any owner of record or beneficially of more than five percent 
of any class of voting securities of the registrant, or any associate of any 
such director, officer or security holder is a party adverse to the 
registrant or has a material interest adverse to the registrant.  Further, 
there are no administrative or judicial proceedings involving the registrant 
arising under any federal, state or local provisions which have been enacted 
or adopted regulating the discharge of materials into the environment or 
primarily for the purpose of protecting the environment.

                                      -15-

<PAGE>  16

     (b)  There were no such material legal proceedings which were terminated
during the fourth quarter of the fiscal year covered by this report.

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

     No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders through the solicitation 
of proxies or otherwise.


                                  PART II

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

     (a)  The information required in subsection (a) of this item pursuant to
Item 201 of Regulation S-K is set forth on the back cover of the Annual 
Report as of December 31, 1998, furnished to the stockholders of the 
registrant, and attached as an exhibit hereto, which portion of the Annual 
Report is incorporated herein by this reference.  There have been no sales of 
either registered or unregistered securities by the registrant during the 
past three years.

     (b)  There have been no sales of either registered or unregistered
securities by the registrant during the past three years.

ITEM 6.  SELECTED FINANCIAL DATA

     The information required by this item is set forth under the caption

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<PAGE>  17

"SELECTED CONSOLIDATED FINANCIAL DATA" in the Annual Report as of December 
31, 1998, furnished to the stockholders of the registrant, and attached as an
exhibit hereto, which portion of the Annual Report is incorporated herein by
this reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     The information required by this item is set forth under the caption
"MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF
OPERATIONS" in the Annual Report as of December 31, 1998, furnished to the
stockholders of the registrant, and attached as an exhibit hereto, which 
portion of the Annual Report is incorporated herein by this reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The primary market risk exposures of the registrant relate to changes in
interest rates, changes in equity security prices and changes in certain
commodity prices.

     The registrant's exposure to market risk for changes in interest rates
relates solely to its fixed-income investment portfolio which consists of 
U.S. government agency securities.  All such securities are held-to-maturity 
and have original maturities of less than one year.  The registrant does not 
use derivative financial instruments to hedge interest rates on its fixed-
income investment securities.

     The registrant's exposure to market risk for changes in equity security
prices relates solely to its marketable equity investment portfolio which

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<PAGE>  18

consists of common stocks of domestic publicly-held enterprises.  The 
registrant periodically enters into equity option contracts on a limited 
basis relating to marketable equity securities held in its investment 
portfolio.  At December 31, 1998, the registrant held one option contract 
with a short-position relating to a marketable equity security held by it.  
The fair value of that option contract at December 31, 1998 was approximately 
$3,500.

     The registrant's exposure to market risk for changes in commodity prices
relates to changes in the prices of coal, oil and natural gas and the effect
thereof on its royalties and rentals relating to its coal deposits and 
mineral rights as is discussed in more detail in Management's Discussion & 
Analysis of Financial Condition & Results of Operations set forth in Item 7 
of this report.  The registrant does not use derivative commodity instruments 
to hedge its commodity price risk exposures.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements required by this item are as
follows:

     Consolidated Balance Sheets as of December 31, 1998 and 1997;

     Consolidated Statements of Earnings - Years ended December 31, 1998,
     1997 and 1996;

     Consolidated Statements of Stockholders' Equity - Years ended December
     31, 1998, 1997 and 1996.

     Consolidated Statements of Cash Flows - Years ended December 31, 1998,
     1997 and 1996;

     Notes to Consolidated Financial Statements

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<PAGE>  19

These financial statements are filed as a part of this report, beginning on
page 26 hereof, and are incorporated herein by this reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     (a)  The only independent accountant who was engaged during the
registrant's two most recent fiscal years or any subsequent interim period as
the principal accountant to audit the registrant's financial statements has 
not resigned (nor indicated it has declined to stand for re-election after 
the completion of the current audit) nor was dismissed.

     (b)  No new independent accountant has been engaged as the principal
accountant to audit the registrant's financial statements during the
registrant's two most recent fiscal years or any subsequent interim period.


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<PAGE>  20



                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item is set forth on pages 2, 3 and 4 
of registrant's definitive proxy statement filed with the Securities and 
Exchange Commission pursuant to Schedule 14A promulgated under the Securities 
Exchange Act of 1934, under the caption "ELECTION OF DIRECTORS", which 
portion of said definitive proxy statement is incorporated herein by this 
reference.

     In response to Item 405 of Securities and Exchange Commission regulation 
S-K, and as is disclosed in registrant's definitive proxy statement filed 
with the Securities and Exchange Commission pursuant to Schedule 14A 
promulgated under the Securities Exchange Act of 1934, under the caption 
"ELECTION OF DIRECTORS," which portion of said definitive proxy statement is 
incorporated herein by this reference, Mr. Gary J. Pennington filed his Form 
3 approximately 10 days late after being appointed a Director to fill the 
vacancy created by the death of Mr. S. M. Riddle.  The registrant, at the 
time of filing of this FORM 10-K, has reviewed the information necessary to 
ascertain, and has determined that, other than as to Mr. Pennington's late 
filing described above, Item 405 disclosure is not expected to be contained 
in this Part III of FORM 10-K or incorporated by reference.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this item is set forth on pages 2, 3 and 4 
of registrant's definitive proxy statement filed with the Securities and 
Exchange

                                      -20-

<PAGE>  21

Commission pursuant to Schedule 14A promulgated under the Securities Exchange
Act of 1934, under the caption "ELECTION OF DIRECTORS", which portion of said
definitive proxy statement is incorporated herein by this reference.


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<PAGE>  22

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is set forth on pages 1, 2 and 3 
of registrant's definitive proxy statement filed with the Securities and 
Exchange Commission pursuant to Schedule 14A promulgated under the Securities 
Exchange Act of 1934, under the captions "VOTING SECURITIES OUTSTANDING AND 
VOTING RIGHTS" and "ELECTION OF DIRECTORS", which portions of said definitive 
proxy statement are incorporated herein by this reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is set forth on pages 2, 3 and 4 
of registrant's definitive proxy statement filed with the Securities and 
Exchange Commission pursuant to Schedule 14A promulgated under the Securities 
Exchange Act of 1934, under the caption "ELECTION OF DIRECTORS," which 
portion of said definitive proxy statement is incorporated herein by this 
reference.


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<PAGE>  23


                                   PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)  The following documents are filed as a part of this Report:

     1.   Independent Auditors' Report

     2.   Consolidated Financial Statements:

             Consolidated Balance Sheets as of December 31, 1998 and 1997

             Consolidated Statements of Earnings - Years ended December 31,
             1998, 1997 and 1996

             Consolidated Statements of Stockholders' Equity - Years ended
             December 31, 1998, 1997 and 1996

             Consolidated Statements of Comprehensive Income - Years ended
             December 31, 1998, 1997 and 1996

             Consolidated Statements of Cash Flows - Years ended December
             31, 1998, 1997 and 1996

             Notes to Consolidated Financial Statements

     3.   Consolidated Financial Statement Schedules:

          All schedules are omitted as none are currently required.

     4.   Exhibits:

          (3) (i)  Certificate of Incorporation (including all
          amendments to date) is incorporated herein by reference to
          Exhibit (3) to the Annual Report on Form 10-K for the
          registrant for the fiscal year ended December 31, 1999.
          (ii) Bylaws (including all amendments to date) are
          incorporated herein by reference to Exhibit 3(ii) to the
          Annual Report on Form 10-K for the registrant for the
          fiscal year ended December 31, 1993.

                                      -23-

<PAGE>  24

          (10) Material Contracts:

          (iii)(A)  Central Coal & Coke Corporation's Directors Non-
          Qualified Stock Option Plan is incorporated herein by
          reference to Exhibit (10)(iii)(A) to the Annual Report on
          Form 10-K for the registrant for the fiscal year ended
          December 31, 1995.  This Plan was approved by the
          registrant's stockholders at the Annual Meeting held April
          19, 1996, and is discussed in the Definitive Proxy
          Statement for that meeting previously filed with the
          Commission and in the Definitive Proxy Statement for the
          Annual Meeting of Stockholders to be held April 15, 1999
          previously filed with the Commission.

          (13) Portions of the Annual Report to security holders for
          year ended December 31, 1998 captioned "Selected
          Consolidated Financial Data," "Management's Discussion &
          Analysis of Financial Condition & Results of Operations"
          and "Market for Registrant's Common Equity and Related
          Stockholder Matters."

          (21)  Subsidiaries of the registrant

     (b)  No reports on Form 8-K were filed during the last quarter of the
period covered by this report.


                                 SIGNATURES

     Pursuant to the requirements of Sections 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.

                                     CENTRAL COAL & COKE CORPORATION
                                     _______________________________
                                                Registrant

                                     By    /s/ Beekman Winthrop
                                         ________________________________
                                         Beekman Winthrop, President

Date:  March 22, 1999

                                      -24-

<PAGE>  25

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

                                     By    /s/ Beekman Winthrop
                                         ________________________________
                                         Beekman Winthrop, President
                                         Principal Executive Officer
Date: March 22, 1999


                                           /s/ Gary J. Pennington
                                         ________________________________
                                         Gary J. Pennington
                                         General Manager, Principal
                                         Financial Officer, and
Date: March 22, 1999                     Principal Accounting Officer


                                     By    /s/ Leonard Noah
                                         ________________________________
                                         Leonard Noah, Director
Date: March 22, 1999


                                     By    /s/ Beekman Winthrop
                                         ________________________________
                                         Beekman Winthrop, Director
Date: March 22, 1999


                                     By    /s/ Ernest N. Yarnevich, Jr.
                                         ________________________________
                                         Ernest N. Yarnevich, Jr., Director



                                      -25-

<PAGE>  26

               CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
                            KANSAS CITY, MISSOURI


                              Table of Contents


                                                                         Page

Independent Auditors' Report                                               27

Consolidated Financial Statements:

    Consolidated Balance Sheets as of December 31, 1998 and 1997           28

    Consolidated Statements of Earnings - years ended December 31, 1998,
       1997 and 1996                                                       30

    Consolidated Statements of Stockholders' Equity - years ended December
       31, 1998, 1997 and 1996                                             31

    Consolidated Statements of Comprehensive Income - years ended December
       31, 1998, 1997 and 1996                                             32

    Consolidated Statements of Cash Flows - years ended December 31, 1998,
       1997 and 1996                                                       33

    Notes to Consolidated Financial Statements                             34

                                      -26-

<PAGE>  27


                        INDEPENDENT AUDITORS' REPORT

                                               KPMG Peat Marwick, LLP
                                               1000 Walnut, Suite 1600
                                               P.O. Box 13127
                                               Kansas City, MO  64199

The Board of Directors
Central Coal & Coke Corporation
     and Subsidiaries:


We have audited the consolidated financial statements of Central Coal & Coke
Corporation and subsidiaries as listed in the accompanying table of contents.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits 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 audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Central
Coal & Coke Corporation and subsidiaries as of December 31, 1998 and 1997
and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1998, in conformity with
generally accepted accounting principles.

                                              KPMG Peat Marwick, LLP

Kansas City, Missouri
January 22, 1999

                                      -27-

<PAGE>  28

<TABLE>

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Consolidated Balance Sheets

December 31, 1998 and 1997

(amounts in unit dollars)
<CAPTION>
ASSETS                                          1998         1997
                                                __________   __________
<S>                                             <C>          <C>
Current assets:
  Cash and cash equivalents                   $  1,606,992    1,493,966
  Accounts receivable                               22,500       22,500
  Securities maturing within one year,
   at amortized cost (note 2)(fair value
   $7,476,560 in 1998 and $7,443,950 in 1997)    7,474,053    7,443,948
  Notes receivable, current                         12,465            0
  Income Tax Receivable                             32,505            0
  Other                                              4,578       46,382
                                                __________   __________
Total current assets                             9,153,093    9,006,796

Equity securities, at fair value (note 2)        1,220,167      828,798
Notes receivable, noncurrent                       115,409            0

Coal deposits, real estate, equipment
 and leasehold improvements (notes 3 and 4):
  Coal deposits                                  1,602,882    1,602,882
  Mineral rights                                    39,988       39,988
  Surface land                                      26,131       28,115
  Equipment and leasehold improvements               6,053      284,373
                                                __________   __________
                                                 1,675,054    1,955,358
  Less accumulated depletion, depreciation
   and amortization                                580,636      785,537
     Net coal deposits, real estate,            __________   __________
      equipment and leasehold improvements       1,094,418    1,169,821
                                                __________   __________
                                              $ 11,583,087   11,005,414
</TABLE>

                                      -28-

<PAGE>  29

<TABLE>

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Consolidated Balance Sheets

December 31, 1998 and 1997

(amounts in unit dollars)
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                             <C>          <C>
Current liabilities:
  Accounts payable and accrued expenses             25,967       16,962
  Deferred oil lease bonus                          97,357            0
  Federal and state income taxes                         0       26,520
                                                __________   __________
Total current liabilities                          123,324       43,482

Deferred income taxes (note 5)                     188,772       69,840

Stockholders' equity:
  Common stock of $1 par value; authorized
   500,000 shares; issued 376,688 shares           376,688      376,688
  Additional capital                             1,631,200    1,631,200
  Retained earnings                              9,591,919    9,252,798
  Less cost of 20,693 shares in 1998 and
   20,093 shares in 1997 held in treasury        (617,632)    (599,032)
  Net unrealized appreciation of investments
   available-for-sale, net of deferred taxes
   of $155,517 in 1998 and $124,082 in 1997        288,816      230,438
                                                __________   __________
Total stockholders' equity                      11,270,991   10,892,092

Commitments and contingencies (notes 3 and 6)
                                                __________   __________
                                              $ 11,583,087   11,005,414
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

                                      -29-

<PAGE>  30
<TABLE>

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Consolidated Statements of Earnings

Years ended December 31, 1998, 1997 and 1996


(amounts in unit dollars)
<CAPTION>
                                           1998      1997      1996
                                           _________ _________ _________
<S>                                        <C>       <C>       <C>
Operating revenue:
  Coal royalties (note 3)                $    97,402    99,101    97,731
  Oil and gas royalties                      366,505   861,829   776,732
  Oil and other mineral lease rentals
   and bonuses                               126,266   145,495   284,545
                                           _________ _________ _________
    Total operating revenue                  590,173 1,106,425 1,159,008

Nonoperating income:
  Investment income (note 2)                 476,529   627,622   555,674
  Gain on sale of real estate                105,345    37,365    37,024
  Other                                          482     3,696     2,273
                                           _________ _________ _________
    Total nonoperating income                582,356   668,683   594,971

    Earnings from continuing operations
     before income taxes                     887,732 1,420,725 1,309,921

Income taxes (note 5)                        298,759   443,120   403,864

    Earnings from continuing operations      588,973   977,605   906,057

Discontinued operations, net of income
 Taxes (note 9):
  Loss from operations of discontinued
   food operations                          (84,420) (199,767) (115,967)
  Gain on disposal of food operations         12,866         0         0
                                           _________ _________ _________
                                            (71,554) (199,767) (115,967)


    Net earnings                             517,419   777,838   790,090

Earnings per share from continuing
 operations - basic and diluted          $      1.65      2.70      2.44

Loss per share from discontinued
 operations - basic and diluted          $     (.20)     (.55)     (.31)

Earnings per share - basic and diluted   $      1.45      2.15      2.13

Weighted average number of shares of
 common stock outstanding - basic
 and diluted                                 356,580   361,790   371,507

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

                                    -30-

<PAGE>  31
<TABLE>

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Consolidated Statements of Stockholders' Equity

Years ended December 31, 1998, 1997 and 1996


(amounts in unit dollars)
<CAPTION>
                                                         Net
                                                      unrealized
                                                     appreciation
                                                    (depreciation)
                Common  Addtnal   Retained  Treasury  available
                Stock   Capital   Earnings  Stock      for sale  Total
                _______ _________ _________ _________  ________  __________
<S>                <C>          <C>         <C>        <C>       <C>

Balance,
 12/31/95       376,688 1,631,200 8,910,623  (74,058)     54,894 10,899,347

Net Earnings          0         0   790,090         0          0    790,090
Cash dividends
 ($1.85 per
 share)               0         0 (686,475)         0          0  (686,475)
Purchase of
 8,464 shares
 of common
 stock for
 treasury             0         0         0 (261,331)          0  (261,331)
Net unrealized
 depreciation
 on investments
 available-for-
 sale                 0         0         0         0    105,751    105,751

Balance,
 12/31/96       376,688 1,631,200 9,014,238 (335,389)    160,645 10,847,382

Net Earnings          0         0   777,838         0         0     777,838
Cash dividends
 ($1.50 per
 share)               0         0 (539,278)         0         0   (539,278)
Purchase of
 8,771 shares
 of common
 stock for
 treasury             0         0         0 (263,643)          0  (263,643)
Net unrealized
 depreciation
 on investments
 available-for-
 sale                 0         0         0         0     69,793     69,793

Balance,
 12/31/97       376,688 1,631,200 9,252,798 (599,032)    230,438 10,892,092

Net Earnings          0         0   517,419         0         0     517,419
Cash dividends
 ($.50 per
 share)               0         0 (178,298)         0         0   (178,298)
Purchase of
 600 shares
 of common
 stock for
 treasury             0         0         0  (18,600)          0   (18,600)
Net unrealized
 depreciation
 on investments
 available-for-
 sale                 0         0         0         0     58,378     58,378

Balance,
 12/31/98       376,688 1,631,200 9,591,919 (617,632)    288,816 11,270,991

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

                                      -31-

<PAGE>  32
<TABLE>


CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Consolidated Statements of Comprehensive Income

Years ended December 31, 1998, 1997 and 1996


(amounts in unit dollars)
<CAPTION>
                                   1998         1997         1996
                                   ___________  ___________  ___________
<S>                                <C>          <C>          <C>

Net earnings                   $       517,419      777,838      790,090
                                   ___________  ___________  ___________

Other comprehensive income:
 Net unrealized appreciation
  of investments during the
  period, net of income taxes
  of $31,027, $93,861, and
  $80,179                               57,622      174,313      148,903
 Reclassification adjustment
  for the amounts included in
  net earnings, net of income
  taxes of $(408), $56,280,
  and $23,237                              756    (104,520)     (43,152)
                                   ___________  ___________  ___________


    Comprehensive income               575,797      847,631      895,841


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

                                      -32-

<PAGE>  33
<TABLE>


CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Consolidated Statements of Cash Flows

Years ended December 31, 1998, 1997 and 1996


(amounts in unit dollars)
<CAPTION>
                                   1998         1997         1996
                                   ___________  ___________  ___________
<S>                                <C>          <C>          <C>
Cash flows from operating 
 activities:
  Net earnings                   $     517,419      777,838      790,090

  Adjustments to reconcile net
   earnings to net cash provided by
   operating activities:
    Depletion, depreciation
     and amortization                    2,343       65,213       79,000
    Asset impairment charge                  0      158,309            0
    Gain on disposal of food
     Operations                       (19,494)            0            0
    Gain on sale of real estate      (105,345)     (37,365)     (37,024)
    Loss (gain) on sale of equity
     securities                          1,164    (160,800)     (66,389)
    Write-off of leasehold
     improvements                            0            0       17,029
    Amortization of premiums and
     discounts of securities, net    (404,007)    (403,754)    (393,869)
    Deferred income taxes               87,497     (56,745)      (6,076)
    Changes in assets and
     liabilities:
      Receivables and other assets     (2,627)       18,553       26,322
      Accounts payable and accrued
       expenses                          9,005      (9,964)        1,392
      Deferred oil lease bonus          97,357     (74,166)       74,166
      Federal and state income
       taxes                          (59,025)      26,520    (227,224)

                                   ___________  ___________  ___________
Net cash provided by operating
    activities                         124,287      303,639      257,417

Cash flows from investing
 activities:
  Proceeds from note receivable          7,126            0            0
  Proceeds from matured/called
   investment debt securities       30,000,000   26,500,000   17,500,000
  Purchases of investment debt
   securities                     (29,626,098) (26,119,958) (16,188,441)
  Proceeds from sale of land           107,330       38,118       37,476
  Purchases of equity securities     (477,099)    (246,601)    (524,213)
  Proceeds from sales of equity
   securities                          174,378      485,188      530,834
  Capital expenditures                       0      (6,454)     (77,734)
                                   ___________  ___________  ___________
Net cash provided by
 investing activities                  185,637      650,293    1,277,922

Cash flows from financing
 Activities:
  Dividends paid                     (178,298)    (539,278)    (686,475)
  Purchase of common stock for
   treasury                           (18,600)    (263,643)    (261,331)
                                   ___________  ___________  ___________
Net cash used in financing
 activities                          (196,898)    (802,921)    (947,806)


   Net increase in cash
      and cash equivalents             113,026      151,011      587,533

Cash and cash equivalents,
 beginning of year               $   1,493,966    1,342,955      755,422
Cash and cash equivalents,
 end of year                     $   1,606,992    1,493,966    1,342,955

Income taxes paid during period  $     197,400      361,739      577,423

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

                                      -33-

<PAGE>  34

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Notes to Consolidated Financial Statements

December 31, 1997 and 1996


(1)     Summary of Significant Accounting Policies

 Basis of Consolidation

The accompanying consolidated financial statements include the accounts of
   Central Coal & Coke Corporation (the Company) and its two wholly-owned
   subsidiaries. The Company's subsidiaries were engaged in the ownership and
   operation of a fast food bagel/delicatessen business, as described below. 
   All significant intercompany accounts and transactions have been 
   eliminated in consolidation.

The Company's subsidiaries operated a fast food bagel/delicatessen business 
   with four separate locations. A facility which previously had been 
   operated in an area of San Diego, California, was closed in March 1997. On 
   July 1, 1998, the facility at State College, Pennsylvania was closed. As 
   of September 1, 1998, the assets of the remaining two facilities located 
   Athens, Ohio and Columbus, Ohio were sold to an unrelated third party. As 
   a result, the Company is no longer engaged in the food business and, 
   accordingly, the accompanying consolidated financial statements have been 
   reclassified to present the Company's food operations as discontinued 
   operations for all periods presented (see note 9).

 Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposit accounts and a money 
   market deposit account. For purposes of the consolidated statements of 
   cash flows, the Company considers all highly liquid debt instruments with 
   original maturities of three months or less to be cash equivalents.

 Investment Securities

Investments in debt and certain equity securities are classified as either 
   held-to-maturity securities, which are carried at amortized cost, or 
   available-for-sale securities, which are carried at fair value, with 
   unrealized gains and losses excluded from earnings and reported in other 
   comprehensive income.

Premiums and discounts are amortized or accreted over the life of the related
   held-to-maturity security as an adjustment to yield using the effective
   interest method. Dividend and interest income are recognized when earned.
   Realized gains and losses for securities classified as available-for-sale 
   are included in net earnings and are derived using the specific 
   identification method for determining the cost of securities sold.

 Coal Deposits, Real Estate, Equipment, and Leasehold Improvements

Coal deposits, mineral rights, and surface lands were acquired from the 
   trustee in bankruptcy for predecessor companies (pursuant to a plan of 
   reorganization approved by the federal court) and were initially recorded 
   at the valuations placed thereon by the receivers in bankruptcy in 1931. 
   Subsequent additions and all other fixed assets are stated at cost. 
   Maintenance and repairs are charged to expense as incurred. Renewals and 
   betterments which extend the useful life of the asset are capitalized.

                                      -34-

<PAGE>  35

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Notes to Consolidated Financial Statements

December 31, 1997 and 1996


 Depreciation, Depletion, and Amortization

Equipment and leasehold improvements are depreciated/amortized using the
   straight-line method over their estimated useful lives or lease terms 
   which range from five to seven years.

Depletion of coal deposits is computed at the rate of $.025 per ton of coal
   produced or purchased which approximates depletion computed on a wasting-
   asset basis.

 Coal, Oil, and Gas Income

Coal royalties are based on a percentage of the production of land leased 
   from the Company or, in the case of no production, the minimum annual 
   royalty (see note 3). Oil and gas royalties are based on a percentage of 
   the production on land leased from the Company. Oil and other mineral 
   lease rentals and bonuses are derived from the leasing of land and mineral 
   rights prior to production.

Oil lease bonuses which relate to future periods are deferred and recognized 
   as income over the related future periods (generally one year).

 Advertising

Costs of advertising are expensed as incurred. Amounts charged to expense 
   were not significant for the years ended December 31, 1998, 1997, and 
   1996.

 Income Taxes

The Company and its subsidiaries file a consolidated federal income tax return.

Deferred tax assets and liabilities are recognized for the future tax
   consequences attributable to differences between the consolidated 
   financial statement carrying amounts of existing assets and liabilities 
   and their respective tax bases. Deferred tax assets and liabilities are 
   measured using enacted tax rates expected to apply to taxable income in 
   the years in which those temporary differences are expected to be 
   recovered or settled. The effect on deferred tax assets and liabilities 
   for subsequent changes in tax rates is recognized in income in the period 
   that includes the tax rate change.

 Stock Option Plan

Prior to January 1, 1996, the Company accounted for its stock option plan in
   accordance with the provisions of Accounting Principles Board (APB) 
   Opinion No. 25, Accounting for Stock Issued to Employees, and related
   interpretations. As such, compensation expense would be recorded on the 
   date of grant only if the current market price of the underlying stock 
   exceeded the exercise price. On January 1, 1996, the Company adopted 
   Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for 
   Stock-Based Compensation, which permits entities to recognize as expense 
   over the vesting period the fair value of all stock-based awards on the 
   date of grant. Alternatively, SFAS No. 123 also allows entities to 
   continue to apply the provisions of APB Opinion No. 25 and provide pro 
   forma net income and pro forma earnings per share disclosures for employee 
   stock option grants made in 1995 and future years as if the fair value-
   based method defined in SFAS No. 123 had been applied. The Company has 
   elected to continue to apply the provisions of APB Opinion No. 25 and 
   provide the pro forma disclosure provisions of SFAS No. 123 (see note 10).

                                      -35-

<PAGE>  36

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Notes to Consolidated Financial Statements

December 31, 1997 and 1996


 Impairment of Long-lived Assets and Long-lived Assets to Be Disposed Of

Long-lived assets and certain identifiable intangible assets are reviewed for
   impairment whenever events or changes in circumstances indicate that the
   carrying amount of an asset may not be recoverable. Recoverability of 
   assets to be held and used is measured by a comparison of the carrying 
   amount of the asset to future net cash flows expected to be generated by 
   the asset. If such assets are considered to be impaired, the impairment 
   recognized is measured by the amount by which the carrying amount exceeds 
   the fair value. Assets to be disposed of are reported at the lower of the 
   carrying amount or fair value less costs to sell. Adoption of this 
   statement did not have a material impact on the Company's financial 
   position, results of operations, or liquidity.

During the fourth quarter of 1997, the Company performed an impairment 
   analysis of its long-lived assets used in its fast food bagel/delicatessen 
   business as a result of continuing operating losses. In connection with 
   this analysis, the Company recognized an impairment charge of $158,309. In 
   1998, the Company disposed of its food operations and the impairment 
   charge was reclassified as a component of the loss from discontinued 
   operations (see note 9).

 Earnings and Dividends Per Share

Basic earnings per share are based on the weighted average number of common
   shares outstanding. Dilutive earnings per share are based on the weighted
   average number of common shares and dilutive common equivalent shares
   outstanding during the year.

Stock options are the only common stock equivalents, however, their effect 
   was not dilutive in the calculation of earnings per share for the years 
   ended December 31, 1998, 1997, and 1996. Dividends per share are based on 
   the number of shares outstanding on the dividend dates of record.

 Comprehensive Income

On January 1, 1998, the Company adopted SFAS No. 130, Reporting Comprehensive
   Income. SFAS No. 130 establishes standards for reporting and presentation 
   of comprehensive income and its components in a full set of financial
   statements. Comprehensive income consists of net income and net unrealized
   gains (losses) on available-for-sale securities and is presented in the
   consolidated statements of stockholder's equity and comprehensive income.
   SFAS No. 130 requires only additional disclosures in the consolidated
   financial statements; it does not affect the Company's financial position 
   or results of operations. Prior year consolidated financial statements 
   have been reclassified to conform to the requirements of SFAS No. 130.

 Use of Estimates

Management of the Company has made a number of estimates and assumptions
   relating to the reporting of assets and liabilities and the disclosure of
   contingent assets and liabilities to prepare these consolidated financial
   statements in conformity with generally accepted accounting principles.
   Actual results could differ from those estimates.

                                      -36-

<PAGE>  37

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Notes to Consolidated Financial Statements

December 31, 1997 and 1996


(2)     Investment Securities

The amortized cost, gross unrealized holding gains, gross unrealized holding
   losses and fair value for held-to-maturity and available-for-sale
   securities by major security type at December 31, 1998 and 1997 are
   presented below.  Substantially all equity securities represent common
   stocks of domestic corporations.

<TABLE>
<CAPTION>
                                    Gross       Gross
                                    unrealized  unrealized
                        Amortized   holding     holding     Fair
1998                    cost        gains       losses      value
__________________      __________  __________  __________  __________
<S>                     <C>         <C>         <C>         <C>
Held-to-maturity:
  U. S. government
   agency securities  $  7,474,053       2,507           0   7,476,560

Available-for-sale:
  Equity securities   $    775,834     525,664    (81,331)   1,220,167
</TABLE>

<TABLE>
<CAPTION>
1997
_________________
<S>                     <C>         <C>         <C>         <C>
Held-to-maturity:
  U. S. government
   agency securities  $  7,443,958         113       (111)   7,443,960

Available-for-sale:
  Equity securities   $    474,277     388,761    (34,241)     828,798
</TABLE>

At December 31, 1998 and 1997, all U. S. government and government agency
   securities mature within one year.

Investment income consists of the following for each of the years ended
   December 31:

<TABLE>
<CAPTION>
                                    1998        1997        1996
                                    __________  __________  __________
<S>                                 <C>         <C>         <C>
Interest                               467,573     455,734     477,158
Dividends                               10,120      11,088      12,127
Gross gains on sales of equity
 securities                             50,214     201,682     133,030
Gross losses on sales of equity
 securities                           (51,378)    (40,882)    (66,641)
                                    __________  __________  __________
                                       476,529     627,622     555,674
</TABLE>

                                      -37-

<PAGE>  38

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Notes to Consolidated Financial Statements

December 31, 1997 and 1996


(3)     Coal Deposits

The rights to 14,000 acres of coal deposits totaling approximately 84,000,000
   tons of coal in place (of which from 50% to 90% could be expected to be
   recoverable) are leased under agreements which extend for periods of two
   to twelve years.  The agreements provide for minimum annual royalties of
   $91,700.  Coal deposits aggregating approximately 92,000,000 tons in place
   with a net carrying value of approximately $710,000 at December 31, 1998
   are not presently leased or producing coal in commercial quantities.

(4)     Mineral Rights

At December 31, 1998, the Company owns approximately 64,000 acres of mineral
   rights in Missouri, Kansas, Oklahoma, Arkansas, Louisiana, and Texas.

(5)     Income Taxes

Total income taxes for the years ended December 31, 1998, 1997 and 1996 were
   allocated as follows:

<TABLE>
<CAPTION>
                                    1998        1997        1996
                                    __________  __________  __________
<S>                                 <C>         <C>         <C>
Income tax expense                     298,789     443,120     403,864
Discontinued operations               (42,551)   (102,909)    (59,741)
Stockholders' equity, for unrealized
 appreciation (depreciation) on
 equity securities                      31,435      37,581      56,952
                                    __________  __________  __________
                                       287,643     377,792     401,065
</TABLE>

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
                                 1998      1997      1996
                                 ________  ________  ________
<S>                              <C>       <C>       <C>
Federal                        $  266,143   302,561   304,998
State                              32,616    37,650    39,135
                                 ________  ________  ________
Total income tax expense       $  298,759   340,211   344,123
</TABLE>

Total income tax expense for 1998, 1997 and 1996 includes deferred income tax
   expense (benefit) of $87,497, $(56,745), and $(6,076), respectively.

                                      -38-

<PAGE>  39

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Notes to Consolidated Financial Statements

December 31, 1997 and 1996

Income tax expense relating to continuing operations has been provided at
   effective rates of 33.7%, 31.2%, and 30.8% for the years ended December 
   31, 1998, 1997, and 1996, respectively. The reasons for the difference 
   between the effective tax rates and the corporate federal income tax rate 
   of 34.0% are as follows:

<TABLE>
<CAPTION>
                                        Percentage of earnings
                                          before income taxes
                                          1998   1997   1996
                                          _____  _____  _____
<S>                                       <C>    <C>    <C>
Expected statutory tax rate               34.0%  34.0%  34.0%
State income taxes, net of federal
 income tax effect                          2.4    2.2    2.3
Depletion                                 (2.3)  (3.7)  (3.7)
Other, net                                 (.4)  (1.3)  (1.8)
                                          _____  _____  _____
Effective tax rate                        33.7%  31.2%  30.8%
</TABLE>

The tax effects of temporary differences that give rise to significant
   portions of the deferred tax assets and deferred tax liabilities at
   December 31, 1998 and 1997 are presented below:

<TABLE>
<CAPTION>
Deferred tax assets:                        1998      1997
                                            ________  ________
<S>                                         <C>       <C>
Writedown of coal deposits                    45,095    45,095
Asset impairment charge                            0    62,664
Coal development costs                        29,053    29,053
Fixed assets                                       0    18,450
Land sales                                    12,476    13,801
Organization costs                             1,800     2,485
Other nondeductible items                          0     2,319
                                            ________  ________
                                              88,424   173,867

Less valuation allowance                    (45,095)  (45,095)
                                            ________  ________
Deferred tax assets                           43,329   128,772
</TABLE>
<TABLE>
<CAPTION>
Deferred tax  liabilities:
<S>                                         <C>       <C>
Depletion                                   (72,298)  (74,530)
Unrealized appreciation  on available-
 for-sale securities                       (155,517) (124,082)
 Other                                       (4,286)         0
                                            ________  ________
Deferred tax liabilities                   (232,101) (198,612)

Net deferred tax asset (liability)        $(188,772)  (69,840)
</TABLE>

                                      -39-

<PAGE>  40

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Notes to Consolidated Financial Statements

December 31, 1997 and 1996


(6)     Operating Leases

For 1998, the Company had an operating lease on a month-to-month basis for 
   its administrative office in Kansas City, Missouri. In the fourth quarter 
   of 1998, the Company entered into a five-year operating lease for that 
   office space, which became effective January 1, 1999. The lease agreement 
   includes the option to terminate the lease after three years and provides 
   for annual rental payments of $13,182 through 2003. In addition, the 
   subsidiaries of the Company had operating leases for certain retail 
   facilities through September 1, 1998, the date when the last two of the 
   four facilities were disposed of. Rent expense amounted to $69,763, 
   $118,908, and $142,190 for the years ended December 31, 1998, 1997, and 
   1996, respectively.

(7)     Disclosures About Fair Value of Financial Instruments

 Cash, Cash Equivalents, Trade Receivables and Trade Payables


The carrying amount approximates fair value because of the short maturity of
   these financial instruments.

 Debt and Equity Securities

The fair values of debt and equity securities are based on quoted market
   prices.  The fair value of debt and equity securities are disclosed in
   note 2.

(8)     Related Party Transaction

During February 1994, an Investment Management Agreement was entered into 
   between the Company and Woodwin Management, Inc. The Company's president 
   is also the president, director, and stockholder of Woodwin Management, 
   Inc.  Under this agreement, the Company has agreed to pay a fee at an 
   annual rate of .50% of the market value of the assets under management. 
   Woodwin Management, Inc. is managing the Company's equity securities 
   portfolio. The fee paid in 1998, 1997, and 1996 to Woodwin Management, 
   Inc. was $6,994, $5,997, and $4,530, respectively. In the opinion of 
   management of the Company, the terms of this Investment Management 
   Agreement are reasonable and competitive.

(9)     Segment/Discontinued Operations Information


The Company has operated in two segments - energy and food. On September 1,
   1998, the Company sold its remaining food operations for $135,000 and 

   recorded a gain of $12,866 (net of applicable income taxes of $6,628). The
   food operations are presented as discontinued operations for all periods. 
   As a result, the Company operates in only one segment, the energy segment 
   consists of the leasing of real properties and mineral interests in the 
   midwestern and southern United States to operating leasees. The Company 
   has no foreign revenues. Coal royalties in 1998, 1997, and 1996 were 
   received from two, three, and four customers, with 92%, 91%, and 92% being 
   received from the largest customer, respectively. Oil and mineral lease 
   bonuses and rentals were received from four, nine, and six customers in 
   1998, 1997, and 1996, with 76%, 51%, and 38% being recognized from the 
   largest customer, respectively. Oil and gas royalties were received from 
   three, twelve, and four customers in 1998, 1997, and 1996, with 92%, 97%, 
   and 97% being received from one customer, respectively.

                                      -40-

<PAGE>  41

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Notes to Consolidated Financial Statements

December 31, 1997 and 1996

The loss from the Company's discontinued food business is comprised of the
   following for the years ended December 31, 1998, 1997, and 1996:

<TABLE>
<CAPTION>
                              1998       1997       1996
                              _________  _________  _________

<S>                           <C>        <C>        <C>
Revenues                    $   409,143    901,835  1,117,793
Cost of food sales              172,630    359,090    459,803
                              _________  _________  _________

    Gross margin                236,513    542,745    657,990

Food operations expense:
  Salaries and wages           145,968     282,931    341,856
  Occupancy expense             59,445     109,132    132,296
  Asset impairment charge            0     158,309          0
  Depreciation and
   amortization expense         39,140      62,848     76,651
  Utility expense               22,630      38,224     41,195
  Other expenses               102,569     193,987    241,701
                              _________  _________  _________
                                369,752    845,421    833,698

    Loss from food operations
     before income taxes      (133,239)  (302,676)  (175,708)

Income tax benefit               48,819    102,909     59,741

    Loss from food
     Operations             $  (84,420)  (199,767)  (115,967)
</TABLE>

(10)     Stock Option Plan

In April 1995, the Company adopted a nonqualified stock option plan (the 
   Plan) pursuant to which the Company's Board of Directors may grant stock 
   options to Directors in lieu of cash compensation. The Plan authorizes 
   grants of options to purchase up to 25,000 shares of common stock. Stock 
   options are granted with an exercise price equal to the stock's fair 
   market value at the date of grant. All stock options have a term of ten 
   years and vest and become fully exercisable six months after the date of 
   grant.

During 1998, 2,500 options were granted with an exercise price of $31.38. 
   During 1997, 2,500 options were granted with an exercise price of $30.50. 
   During 1996, 2,500 options were granted with an exercise price of $30.50. 
   No options were exercised during 1998, 1997, or 1996. At December 31, 
   1998, there were 15,000 shares available for grant under the Plan.

The per share weighted average fair value of stock options granted during 
   1998, 1997, and 1996 was $4.17, $2.64, and $1.84, respectively, on the 
   date of grant using the Black Scholes option-pricing model with the 
   following weighted average assumptions: 1998 - expected dividend yield of 
   1.60%, expected volatility of 8.0%, risk-free interest rate of 4.25%, and 
   an expected life of five years; 1997 - expected dividend yield 6.0%, 
   expected volatility of 15.0%, risk-free interest rate of 5.66% and an 
   expected life of five years; 1996 - expected dividend yield 6.0%, expected 
   volatility of 9.0%, risk-free interest rate of 6.3%, and an expected life 
   of five years.

                                      -41-

<PAGE>  42

CENTRAL COAL & COKE CORPORATION AND SUBSIDIARIES
KANSAS CITY, MISSOURI

Notes to Consolidated Financial Statements

December 31, 1997 and 1996


The Company applies APB Opinion No. 25 in accounting for its Plan and,
   accordingly, no compensation cost has been recognized for its stock 
   options in the accompanying consolidated financial statements. Had the 
   Company determined compensation cost based on the fair value at the grant 
   date for its stock options under SFAS No. 123, the Company's net earnings 
   and earnings per share would have been reduced to the pro forma amounts 
   indicated below:

<TABLE>
<CAPTION>
                                  1998        1997        1996
                                  __________  __________  __________
         <S>                      <C>         <C>         <C>
         Net Earnings:
           As reported          $    517,419     777,838     790,790

           Pro forma                 511,573     777,329     786,878

         Earnings per share:
           As reported                  1.45        2.15        2.13

           Pro forma                    1.44        2.14        2.12
</TABLE>


                                    -42-