UNITED STATES

            SECURITIES AND EXCHANGE COMMISSION

                 Washington, D.C.  20549

                       FORM 10-QSB

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended                          March 31, 2000

Commission file number


             ALMOST COUNTRY PRODUCTIONS, INC.
  (Exact name of registrant as specified in its charter)

                          NEVADA
                 (State of incorporation)

                        84-1398342
            (IRS employer identification no.)

    245 N. Vine St. #103   Salt Lake City, Utah 84103
         (Address of principle executive offices)

                      (801) 322-1887
    (Registrants Telephone Number Including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                        X Yes     ___ No

     State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

        Class                   Outstanding as of March 31, 2000
     Common Stock                          301,100


<PAGE>

              PART 1 - FINANCIAL INFORMATION
Item 1.  Financial Statements.



                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

                      FINANCIAL STATEMENTS

                         March 31, 2000























2
<PAGE>
                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]




                            CONTENTS

                                                          PAGE

         Accountants' Review Report                        4

         Unaudited Condensed Balance Sheets,
          March 31, 2000 and September 30,1999             5


         Unaudited Condensed Statements of
          Operations, for the three and six months
          ended March 31, 2000 and 1999 and from
          inception on October 24, 1996 through
          March 31, 2000                                   6


         Unaudited Condensed Statements of Cash Flows,
          for the six months ended March 31, 2000 and
          1999 and from inception on October 24, 1996
          through March 31, 2000                           7


         Notes to Unaudited Condensed Financial
          Statements                                     8 - 12









3
<PAGE>
                   ACCOUNTANTS' REVIEW REPORT



Board of Directors
ALMOST COUNTRY PRODUCTIONS, INC.
Salt Lake City, Utah

We  have  reviewed  the accompanying condensed balance  sheet  of
Almost Country Productions, Inc. (A Development Stage Company) as
of  March  31,  2000,  and  the related condensed  statements  of
operations  and  cash flows for the three and  six  months  ended
March 31, 2000, and for the period from inception on October  24,
1996  through March 31, 2000. All information included  in  these
financial  statements is the representation of the management  of
Almost Country Productions, Inc..

We  conducted our review in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review consists principally of inquiries of Company personnel and
analytical   procedures  applied  to  financial  data.    It   is
substantially  less  in scope than an audit  in  accordance  with
generally accepted auditing standards, the objective of which  is
the  expression of an opinion regarding the financial  statements
taken  as  a  whole.   Accordingly, we do  not  express  such  an
opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications  that  should be made to  the  condensed  financial
statements  reviewed by us, in order for them to be in conformity
with generally accepted accounting principles.

The   accompanying  condensed  financial  statements  have   been
prepared  assuming the Company will continue as a going  concern.
As  discussed in Note 6 to the financial statements, the  company
has   incurred  substantial  losses  since  its  inception,   has
liabilities  in excess of assets and has not yet been  successful
in  establishing  profitable  operations.   These  factors  raise
substantial  doubt  about its ability  to  continue  as  a  going
concern.  Management's plans in regards to these matters are also
described in Note 6.  The financial statements do not include any
adjustments  that  might  result  from  the  outcome   of   these
uncertainties.


/S/ Pritchett, Siler & Hary, P.C.

PRITCHETT, SILER & HARDY, P.C.

May 22, 2000
Salt Lake City, Utah

4
<PAGE>
                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

               UNAUDITED CONDENSED BALANCE SHEETS

                (See Accountants' Review Report)

                             ASSETS



                                          March 31,  September 30,
                                             2000         1999
                                         ___________  ___________
CURRENT ASSETS:
  Cash in bank                            $    1,407   $    1,358
  Inventory                                      216          257
                                         ___________  ___________
        Total Current Assets              $    1,623    $   1,615
                                         ___________  ___________


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                            2,335          100
   Loans payable - related party              18,272       13,972
                                         ___________  ___________
        Total Current Liabilities             20,607       14,072
                                         ___________  ___________

STOCKHOLDERS' (DEFICIT):
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   301,100 shares issued and
   outstanding                                   301          301
  Capital in excess of par value              26,054       26,054
  Deficit accumulated during the
   development stage                         (45,339)     (38,812)
                                         ___________  ___________

Total Stockholders' (Deficit)                (18,984)     (12,457)
                                         ___________  ___________
                                          $    1,623   $    1,615
                                         ___________  ___________







Note: The balance sheet at September 30, 1999 was taken from the
audited financial statements at that date and condensed.

The accompanying notes are an integral part of these unaudited
 condensed financial statements.

5
<PAGE>
                  ALMOST COUNTRY PRODUCTS, INC.
                  [A Development Stage Company]


          UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

                (See Accountants' Review Report)


                     For the Three     For the Six      From Inception
                         Months           Months         on October 24,
                     Ended March 31,   Ended March 31,    1996 through
                  ___________________ ___________________   March 31,
                     2000     1999      2000      1999       2000
                  _________ _________ _________ _________ __________

REVENUE:
  Sales, net      $     105 $      0  $    105  $     83  $     376

COST OF GOOS SOLD        41        0        41        46        197
                  _________ _________ _________ _________ __________

  Gross Profit           64        0        64        37        179
                  _________ _________ _________ _________ __________

EXPENSES:
  General and
   administrative     2,781        30     6,591      672      1,435
  Cost of record
   master                 0         0         0        0     22,332
  Other operating
   expenses               0         0         0        0      1,751
                  _________ _________ _________ _________ __________

  Total Expenses      2,781        30     6,591       67     45,518
                  _________ _________ _________ _________ __________

LOSS BEFORE TAXES    (2,717)     (30)    (6,527)     (30)   (45,339)

CURRENT TAXES EXPENSE     0        0          0        0          0

DEFERRED TAX EXPENSE      0        0         0         0          0
                  _________ _________ _________ _________ __________

NET LOSS          $  (2,717) $   (30)  $(6,527)  $   (30)  $(45,339)
                  _________ _________ _________ _________ __________
LOSS PER COMMON
 SHARE            $    (.01) $  (.02)  $  (.01)  $   (.00) $   (.16)
                  _________ _________ _________ _________ __________










The accompanying notes are an integral part of these unaudited
 condensed financial statements.

6
<PAGE>
                  ALMOST COUNTRY PRODUCTS, INC.
                  [A Development Stage Company]

          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                (See Accountants' Review Report)


                                                     From Inception
                               For the Six Months     on October 24,
                                Ended March 31,       1996 through
                               _______________________  March 31,
                                   2000       1999       2000
                               __________ __________   ___________
Cash Flows From Operating
 Activities:
  Net loss                     $  (6,527)  $    (30)    $ (45,339)
  Adjustments to reconcile
   net loss from
    operating activities:
    Depreciation and amortization      0          0           310
    Non-cash expense                   0          0           330
    Changes in assets and
     liabilities:
      Decrease in inventory           41          0          (216)
      Increase in accounts
       payable                     2,235          0         2,335
                               __________ __________   ___________
      Net Cash Flows (Used)
       by Operating Activities    (4,251)       (30)      (42,580)
                               __________ __________   ___________

Cash Flows From Investing
 Activities:
  Payments for organization costs      0          0         (310)
                               __________ __________   ___________
      Net Cash (Used) by
       Investing Activities            0          0         (310)
                               __________ __________   ___________

Cash Flows From Financing
 Activities:
  Proceeds from shareholder
   loans                           4,300        (21)       18,272
  Proceeds from common stock
   issuance                            0          0        32,000
  Payment of stock offering costs      0          0        (5,975)
                               __________ __________   ___________
        Net Cash Provided by
          Financing Activities     4,300         21        44,297
                               __________ __________   ___________

Net Increase (Decrease) in Cash       49         (9)        1,407

Cash at Beginning of the Period    1,358          9             0
                               __________ __________   ___________
Cash at End of the Period      $   1,407  $      (0)   $    1,407
                               __________ __________   ___________

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                    $      -  $        -   $        -
    Income taxes                $      -  $        -   $        -

Supplemental Schedule of Noncash Investing and Financing
 Activities:
  For the six months ended March 31, 2000:
  None.

  For the six months ended March 31, 1999:
  None.

The accompanying notes are an integral part of these unaudited
 condensed financial statements.

7
<PAGE>
                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - Almost Country Productions, Inc. (the Company) was
  organized  under the laws of the State of Nevada on  October  24,
  1996.   The  Company  has not yet generated significant  revenues
  from  its  planned  principal  operations  and  is  considered  a
  development  stage  company  as  defined  in  the  Statement   of
  Financial  Accounting Standards (SFAS) No.  7.   The  Company  is
  planning to engage in the business to produce and market  country
  music   on  tapes  and  compact  discs  (CD's)  featuring  Pamela
  Lindquist  and  her  music group known as  Almost  Country.   The
  Company has, at the present time, not paid any dividends and  any
  dividends  that  may be paid in the future will depend  upon  the
  financial requirements of the Company and other relevant factors.

  Inventory - Inventory is carried at the lower of cost or  market.
  Cost is determined by the first-in, first-out method.

  Organization  Costs - The Company has amortized its  organization
  costs, which reflect amounts expended to organize the Company, in
  accordance with the Statement of Position 98-5, "Reporting on the
  Costs of Start-up Activities."

  Loss  Per  Share - The computation of loss per share is based  on
  the  weighted  average  number of shares outstanding  during  the
  period  presented,  in  accordance with Statement  of  Accounting
  Financial Standard No. 128 "Earnings Per Share".

  Cash  and  Cash  Equivalents  - For  purposes  of  the  financial
  statements,   the  Company  considers  all  highly  liquid   debt
  investments purchased with a maturity of three months or less  to
  be cash equivalents.

  Revenue Recognition - The Company recognizes revenue when product
  is delivered.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles requires
  management  to  make estimates and assumptions  that  effect  the
  reported  amounts of assets and liabilities, the  disclosures  of
  contingent  assets and liabilities at the date of  the  financial
  statements,  and  the reported amounts of revenues  and  expenses
  during  the  reporting period.  Actual results could differ  from
  those estimated by management.

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting Standards (SFAS) No. 132, "Employer's Disclosure about
  Pensions  and  Other  Postretirement  Benefits",  SFAS  No.  133,
  "Accounting  for Derivative Instruments and Hedging  Activities",
  SFAS  No. 134, "Accounting for Mortgage-Backed Securities.", SFAS
  No.  135,  "Rescission  of FASB Statement No.  75  and  Technical
  Corrections", SFAS No. 136, "Transfers of Assets  to  a  not  for
  profit  organization  or charitable trust that  raises  or  holds
  contributions  for  others", and SFAS No.  137,  "Accounting  for
  Derivative Instruments and Hedging Activities - deferral  of  the
  effective date of FASB statement No. 133 ( an amendment  of  FASB
  Statement  No. 133.)," were recently issued.  SFAS No. 132,  133,
  134,  135,  136  and  137 have no current  applicability  to  the
  Company  or  their effect on the financial statements  would  not
  have been significant.

8
<PAGE>
                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 2 - INVENTORY

  Inventory at March 31, 2000 consists of the following:

         Compact disc's                 $   1,079
         Cassette tapes                       218
         Allowance for excess
          quantities of inventory          (1,081)
                                        _________
                                        $     216
                                        _________

  During  the  three months ended March 31, 2000, the  Company  had
  gross  product sales of $105 with a corresponding cost  of  goods
  sold  of  $41.   The sales came through the medium of  a  benefit
  concert   with   Pamela   Lindquist,  the  Company's   President,
  performing  with  Nashville recording artist  Boots  Randolph  on
  February   12,  2000.  The  concert  was  produced   by   Dolphin
  Productions,   Inc.  ("Dolphin"),  a  Nevada  corporation   doing
  business  in  Utah as a producer of music concerts.  The  Company
  and  Dolphin entered into a joint marketing agreement which  will
  assist the Company in marketing its products and acquiring rights
  to  the  works  of  other artists.  Dolphin is  a  privately-held
  Nevada  corporation  of  which Richard H. Casper,  the  Company's
  legal counsel, is president.   Management believes that while the
  Company has some excess quantities of inventory, a portion of the
  inventory  is  still  saleable.   Accordingly,  the  Company  has
  established  an allowance for excess quantities of  inventory  to
  reduce  the  valuation of the inventory to its  estimated  market
  value of $216.

NOTE 3 - CAPITAL STOCK

  Common  Stock - During June 1997, the Company issued 1,000 shares
  of  common stock for legal services rendered in association  with
  its public stock offering, valued at $300.

  During  June 1997, the Company issued 100 shares of common  stock
  for operating expenses valued at $30.

  Public  Offering - During March 1997, the Company issued  100,000
  shares of common stock for cash at $0.30 per share, net of $5,975
  stock offering cost, pursuant to a public offering believed to be
  exempt  from  registration  with  the   Securities  and  Exchange
  Commission  under  rule 504 of Regulation D as promulgated  under
  the Securities Act of 1933, as amended.

  Organization  -  During  October 1996,  in  connection  with  its
  organization, the Company issued 200,000 shares of its previously
  authorized, but unissued common stock.  Total proceeds  from  the
  sale of stock amounted to $2,000 (or $.01 per share).

9
<PAGE>
                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - CAPITAL STOCK [CONTINUED]

  During  March of 2000, the Company renegotiated the  terms  of  a
  loan  from  a  shareholder and entered  into  an  agreement  with
  Richard  H. Casper, corporate legal counsel and the President  of
  Dolphin Productions, Inc. (see also Note 2 above) whereunder  Mr.
  Casper  will  pay $20,000 to the Company for 200,000  shares  the
  Company's  common stock.  With the proceeds, the Company  intends
  to  repay  its  note  payable to the Company's president,  Pamela
  Lindquist, which had a balance of $18,272 as of March  31,  2000.
  The  remaining amount of $1,728 will be used by the  Company  for
  operating  capital.  Through this transaction, Mr. Casper  agreed
  to release his lien against the shares of the Company's President
  and  Secretary.  This transaction was consummated, and the shares
  were  issued to Mr. Casper, in May of 2000.During March of  2000,
  the Company's board of directors voted to issue 100,000 shares  of
  its   common  stock  to  its  President,  Pamela  Lindquist,   as
  compensation  for  her  work  in  producing  and  marketing   the
  Company's  products,  managing the affairs  of  the  Company,  as
  reimbursement  for out-of-pocket costs incurred by Ms.  Lindquist
  in  managing the Company's affairs and as consideration  for  her
  loan  to the Company.  This transaction was consummated, and  the
  shares were issued to Ms. Lindquist, in May of 2000.


NOTE 4 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109  "Accounting
  for  Income Taxes".  SFAS No. 109 requires the Company to provide
  a  net  deferred tax asset/liability equal to the expected future
  tax  benefit/expense  of temporary reporting differences  between
  book  and tax accounting methods and any available operating loss
  or  tax  credit carryforwards.  At March 31, 2000, has  available
  unused  operating  loss  carryforwards of approximately  $45,000,
  which  may  be  applied against future taxable income  and  which
  expire in various years through 2020.

  The  amount of and ultimate realization of the benefits from  the
  operating   loss  carryforwards  for  income  tax   purposes   is
  dependent,  in  part,  upon the tax laws in  effect,  the  future
  earnings of the Company, and other future events, the effects  of
  which   cannot   be  determined.   Because  of  the   uncertainty
  surrounding the realization of the loss carryforwards the Company
  has  established a valuation allowance equal to the amount of the
  loss carryforwards and, therefore, no deferred tax asset has been
  recognized  for  the loss carryforwards.  The  net  deferred  tax
  asset  is  approximately $15,000 as of March 31,  2000,  with  an
  offsetting  valuation allowance at March 31,  2000  of  the  same
  amount.   The  increase in the valuation allowance  for  the  six
  months ended March 31, 2000 was approximately $2,500.

10
<PAGE>

                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 5 - RELATED PARTY TRANSACTIONS

  Management   Compensation  -  The  Company  has  not   paid   any
  compensation to itsofficers and directors.  However, during March
  of  2000,  the Company's board of directors agreed issue  100,000
  shares of its common stock to its President, Pamela Lindquist, as
  compensation  for  her  work  in  producing  and  marketing   the
  Company's products, managing the affairs of the Company,  office,
  travel and telephone expenses paid by Ms. Lindquist in behalf  of
  the  Company  and as consideration for her loan to  the  Company.
  This  transaction was consummated, and the shares were issued  to
  Ms. Lindquist in May of 2000.

  Office  Space  -  The Company has not had a need to  rent  office
  space.   An  officer/shareholder of the Company is  allowing  the
  Company  to use her home as a mailing address, as needed,  at  no
  expense to the Company.

  Financing  -  Pamela Lindquist, the president of the Company  has
  advanced a total of $18,272 to the Company as of March 31,  2000.
  These advances are non-interest bearing, and are due on demand.

  Debt  Reduction - During March of 2000, the Company  renegotiated
  the  terms  of  a  loan from a shareholder and  entered  into  an
  agreement with Richard H. Casper, corporate legal counsel and the
  President  of Dolphin Productions, Inc. (see also Note  2  above)
  where  under Mr. Casper will pay $20,000 for 200,000  shares  the
  Company's  common  stock.  The Company previously  reported  that
  Pamela  Lindquist and Marie Lindquist, respectively the President
  and  Secretary of the Company, had contracted during the  quarter
  ended  December 31, 1999, to sell 66,000 of their combined shares
  to  Richard  H. Casper, the company's legal counsel.  The  shares
  had  not been transferred as of March 31, 2000, but during March,
  the  Company  renegotiated the terms of the  agreement.   Of  the
  $20,000,  $18,272  will  repay  the  Company's  note  to   Pamela
  Lindquist, and the balance of $1,728 will be paid in cash to  the
  Company.  Through the transaction, the Company's note payable  to
  Pamela Lindquist, the Company's president, will be paid in  full.
  The  amount  of $1,728 will be used by the Company for  operating
  capital.   Through this transaction, Mr. Casper has released  his
  lien against the shares of the Company's President and Secretary.
  The  foregoing transaction was fully consummated, and the  shares
  were issued to Mr. Casper, in May of 2000.


NOTE 6 - GOING CONCERN

  The  accompanying  financial statements  have  been  prepared  in
  conformity  with  generally accepted accounting principles  which
  contemplate  continuation  of the Company  as  a  going  concern.
  However, the Company has incurred losses since its inception, has
  current  liabilities in excess of current assets and has not  yet
  been  successful  in establishing profitable  operations.   These
  factors  raise substantial doubt about the ability of the Company
  to  continue  as a going concern.  In this regard, management  is
  proposing to raise any necessary additional funds not provided by
  its  planned  operations through loans and/or through  additional
  sales  of  its  common  stock.  There have  been  no  significant
  product  sales during the year ended September 30, 1999; however,
  management  is  still attempting to develop new  markets  in  the
  United  States, and is contemplating marketing efforts in foreign
  markets.  There  is  no  assurance  that  the  Company  will   be
  successful  in  raising additional capital or in  developing  new
  markets  for  its products in the U.S. or in foreign markets,  or
  achieving profitable operations.  The financial statements do not
  include  any  adjustments that might result from the  outcome  of
  these uncertainties.

11
<PAGE>
                ALMOST COUNTRY PRODUCTIONS, INC.
                  [A Development Stage Company]

        NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - COMMITMENTS

  During  September 1996, the Company entered into a contract  with
  Pamela  Lindquist (the Company's President) wherein  the  Company
  will  provide up to $25,000 in financing to develop  and  produce
  tapes  and  CD's  for  Almost Country, Pamela  Lindquist's  music
  group.   In  return,  Ms.  Lindquist  has  assigned  a  financial
  interest  that will provide a royalty of $2.00 on each  tape  and
  $2.50  on each CD sold from the recordings produced, for a period
  of  two years.  On September 1, 1998, the company entered into an
  agreement  with Pamela Lindquist that extends the  terms  of  the
  contract through September 30, 2000.

NOTE 8 - LOSS PER SHARE

  The  following data show the amounts used in computing  loss  per
  share for the periods presented:


                       For the Three     For the Six      From Inception
                           Months           Months         on October 24,
                       Ended March 31,   Ended March 31,    1996 through
                    ___________________ ___________________   March 31,
                      2000     1999      2000      1999       2000
                    _________ _________ _________ _________ __________

    Loss from
    continuing
    operations
    available to
    common
    shareholders
   (numerator)      $  (2,717)$   (30)  $ (6,527) $    (30) $ (45,339)
                    _________ _________ _________ _________ __________
   Weighted average
   number of common
   shares outstanding
   used in loss per
   share for the
   period
  (denominator)       301,100  301,100   301,100   301,100    288,282
                    _________ _________ _________ _________ __________




12
<PAGE>

ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition.
The discussion should be read in conjunction with the consolidated
financial statements and notes thereto.

The Company is a development stage company as it has limited assets,
operations and income.  It is believed that only limited capital will be
required to maintain the Company's operations and any funds needed in the
immediate future will be provided by the officers and directors of the
Company.  Nevertheless, unless the Company is able to accomplish an
acquisition or merger with an operating business or is able to obtain
significant financing there is substantial doubt and concern about the
Company's ability to continue as a going concern. Management believe that
inflation has not and will not have a material effect on the Company's
operations.
   Management has entered into a joint marketing agreement with Dolphin
Productions, Inc., a Nevada corporation of which Richard H. Casper, the
Company's legal counsel, is president.  Dolphin Productions, Inc. produces
musical concerts.  With Dolphin, the Company is exploring opportunities for
promoting the Company's products through the concert medium.

PLAN OF OPERATION

 During the next year the Company will investigate possible business
opportunities with the intent to acquire or merge with one or more business
ventures.  Because the Company has no funds, it may be necessary for the
officers and directors to advance funds or accrue expenses until a future
time.  Management intends to operate on limited funds.  If the Company
determines to employ outside advisers or consultants in its search for
business opportunities, the Company may have to raise additional funds.
As of the date of this filing, the Company has no plans to engage outside
advisers or consultants or to attempt to raise additional capital.  If the
Company seeks to raise capital, it would likely attempt to privately
place its securities.

Pamela Lindquist continues to market the CD's and cassette tapes through her
contacts in Nashville and is also exploring foreign markets for the products.
Through Dolphin Productions, Inc., Ms. Lindquist performed in concert in Salt
Lake City, Utah, on February 12, 2000, with Boots Randolph, an
internationally-known country recording artist.  Other events to promote Ms.
Lindquist's recorded music are in the planning stages.  The Company's
revenues will not increase unless the popularity of Pamela Lindquist as a
performer increases.


               PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

 None.

Item 2.  Changes in Securities and Use of Proceeds.

The Company previously reported that Pamela Lindquist and Marie
Lindquist, respectively the President and Secretary of the Company,
contractedduring the quarter ended December 31, 1999, to sell 66,000 of their
combined shares to Richard H. Casper, the company's legal counsel.  The
shares had not been transferred as of March 31, 2000, but during March, the
Company renegotiated the terms of the agreement with Mr. Casper and entered
into an agreement whereunder Mr. Casper agreed to pay $20,000 for 200,000
shares the Company's common stock.  Of the $20,000, $18,272 will repay the
Company's note to Pamela Lindquist, and the balance of $1,728 will be paid
in cash to the Company. Through the transaction, the Company's note payable
to Pamela Lindquist, the Company's president, will be paid in full.  The
amount of $1,728 will be used by the Company for operating capital.  Through
this transaction, Mr. Casper has released his lien against the shares of the
Company's President and Secretary.  The foregoing transaction was
consummated in May of 2000.

Item 3.  Defaults Upon Senior Securities.

 None.

Item 4.  Submission of Matters to Vote of Security holders.

 None.

Item 5.  Other Information.

 None.

Item 6.  Exhibits and Reports on Form 10-SB.

The Exhibits from the Company's Form 10-SB are incorporated herein by this
reference.
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                       SIGNATURES

In accordance with the requirement of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                        ALMOST COUNTRY PRODUCTIONS, INC.

Date: May 17, 2000.                     By /s/ Pamela Lindquist
                                        President, Chief Executive Officer
                                        and Director
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