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

                             FORM 10-QSB




(Mark One)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 (fee required)
            For the quarterly period ended June 30, 1998

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (no fee required)

                  For the transition period____to____



                   Commission file number 33-00215

                 UNITED STATES ANTIMONY CORPORATION

            (Name of small business issuer in its charter)

          Montana                                81-0305822
(State or other jurisdiction
of incorporation or organization)   (I.R.S. Employer Identification No.)


P.O. Box 643, Thompson Falls, Montana              59873
(Address of principal executive offices)        (Zip code)


Registrant's telephone number, including area code:  (406) 827-3523



Check whether the issuer (1) filed all reports required to be filed by Section 
13 or 15(d) of the Exchange Act during the past 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



At August 8, 1998, the registrant had outstanding 13,390,434 shares of par 
value $.01 common stock.


<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements and Supplementary Data

United States Antimony Corporation and Subsidiary
Consolidated Balance Sheets                                                     
                   (Unaudited) 
<TABLE>

<S>                                         <C>               <C>
                                             June 30,       December 31,
                                     	        1998              1997
     ASSETS
Current assets:
     Restricted cash      	               $       96               $ 15,280
     Inventories                     	       464,048                463,282      
     Prepaid expenses 		                       7,487                  7,727
                                             -------                -------
       Total current assets                  471,631              		486,289          

	Properties, plants and equipment, net       582,481    	          	637,022           
	Restricted cash, reclamation bonds          178,986                178,986 
                                             -------                -------
       Total assets                      $ 1,233,098            $ 1,302,297     
                                           =========               ======== 

    LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Checks issued and payable              $ 32,723               $ 42,384
     Accounts payable                      	 134,320                125,082          
     Accrued payroll and property taxes      138,593                118,801          
     Accrued payroll and other                69,882                 43,707          
     Judgments payable                       145,304                142,937               
     Accrued debenture interest payable      337,037                 320,287          
     Due to related parties                   38,553                 31,707
     Notes payable to bank, current          131,908                177,079     
     Note payable to Bobby C. Hamilton, 
       current                                28,699                 27,626          
     Debentures payable                      335,000                335,000
     Accrued reclamation costs, current      216,700                216,700     
                                             -------                -------
       Total current liabilities           1,608,719              1,581,310
Notes payable to bank, noncurrent            170,295                 90,269
Note payable to Bobby C. Hamilton, 
  noncurrent                    	          1,595,653              1,616,516          
Accrued reclamation costs, noncurrent        339,844                339,844
                                             -------                ------- 
  Total liabilities                        3,714,511              3,627,939
						                                     ---------               ---------									
Commitments and contingencies  

Stockholders' deficit:
  Preferred stock, $.01 par value, 
  10,000,000 shares authorized:
  Series A: 4,500 shares issued and outstanding
  (liquidation preference $96,750)                45                     45
  Series B: 750,000 shares issued and 
  outstanding (liquidation preference 
  $780,000)                                    7,500                   7,500
  Series C: 2,560,762 shares issued and
  outstanding(liquidation preference 
  $1,408,419)                                 25,608                   25,608
  Common stock, $.01 par value, 
  20,000,000 shares  authorized; 
  13,290,434 and 13,065,434 shares
  issued and outstanding                     132,904                  130,654
     Additional paid-in capital           14,050,639               13,997,889          
     Note receivable from shareholder         (5,000)
     Accumulated deficit                 (16,693,109)             (16,487,338)               
                                         -----------              -----------   
Total stockholders' deficit               (2,481,413)              (2,325,642)                       Total 
                                         -----------              -----------
liabilities and stockholders' deficit   $  1,233,098            $   1,302,297       
                                          ===========              ===========

The accompanying notes are an integral part of the consolidated financial 
statements.
</TABLE>

<PAGE>

United States Antimony Corporation and Subsidiary
Consolidated Statements of Operations
for the three and six-month periods ended June 30, 1998 and June 30, 1997

(Unaudited)
 
<TABLE>
<S>                              <C>             <C>                  <C>                <C>
                         
                                  Three Months Ended                     Six Months Ended
                                        June 30,                           June 30,
                                 1998             1997                 1998              1997     
Revenues:
    Sales of antimony products $886,936        $1,100,425          $1,806,660        $2,213,835
Cost of antimony production     752,077           866,115           1,581,973         1,846,902
                               --------         ---------           ---------         ---------
Gross Profit                    134,859           234,310             224,687           366,933

Operating expenses:
    Care and maintenance
     -Yellow Jacket              54,345            33,121             128,647           109,613   
    Exploration and evaluation   33,326            42,043              63,434            78,292
    General and administrative 
      expenses                   98,138            71,465             156,157           146,168
                                --------         --------             --------          -------  
                                185,809           146,629             348,238           334,073
                                --------         --------             --------          -------   
Other expenses (income):
    Gain from accounts payable 
      adjustment                                  (37,386)                              (37,386)
    Interest expense             52,263            76,863             100,550           148,729 
     Interest income and other  (15,807)           (2,906)            (18,330)           (8,718)
                                --------          --------            --------          --------
                                 36,456            36,571              82,220           102,625
                                --------          --------            --------          --------
     Net income (loss)        $ (87,406)         $ 51,110           $(205,771)         $(69,765)
                                ========          ========            ========          ========         
Basic net income (loss)
 per common share             $  (0.01)           $  Nil             $ (0.02)           $ (0.01)
                                ========          ========            ========          ========
Diluted net income (loss) 
 per common share             $  (0.01)           $  Nil             $ (0.01)           $ (0.01) 
                         					  ========          ========            ========          ========
Basic weighted average
 shares outstanding            13,290,434        13,055,434          13,225,883       12,896,478
                               ==========        ==========          ==========       ==========
Diluted weighted average
 shares outstanding            15,851,196        13,055,434          15,786,645       12,896,478
                               ==========        ==========          ==========       ==========



The accompanying notes are an integral part of the consolidated financial 
statements

</TABLE>




<PAGE>

United States Antimony Corporation and Subsidiary
Consolidated Statements of Cash Flows
for the six-month periods ended June 30, 1998 and 1997

<TABLE>

 (Unaudited)                                                   June 30,

<S>                                                     <C>                 <C>
                                                        1998                1997
Cash flows from operating activities:
     Net loss                                     $   (205,771)     $      (69,765)
     Adjustments to reconcile net loss 
      to net cash used in operations:
       Depreciation                                     78,224              81,533
       Issuance of stock to directors 
        as compensation                                                      5,063
       Reserve for production costs                                         50,000
       Gain on adjustment to accounts payable                              (37,386)
       Change in:
         Restricted cash                                15,184             (73,000)
         Accounts receivable                                                33,837
         Inventories                                      (766)            111,197      
         Prepaid expenses                                  240              16,236
         Accounts payable                                9,238            (146,620)
         Accrued payroll and property taxes             19,792             (47,326)
         Accrued payroll and other                      26,174              (7,336)
         Judgments payable                               2,367               7,306
         Accrued interest payable                       16,750              60,073
         Due to related parties                          6,846             (31,379)
         Accrued reclamation                                               (24,271)
                                                       --------            --------
           Net cash used in operating activities       (31,722)            (71,838)
                                                       --------            --------

Cash flows from investing activities:
       Purchase of properties, plant and equipment     (23,683)            (60,505)
                                                       --------            --------
           Net cash used in investing activities       (23,683)            (60,505)
                                                       --------            --------

Cash flows from financing activities:
       Proceeds from issuance of common 
         stock and warrants                             50,000             210,000
     Proceeds from    bank borrowings                  190,050          
     Payments on notes payable to bank                (155,194)            (89,585)          
     Change in checks issued and payable                (9,661)             57,719          
     Payments on note payable to Bobby C. Hamilton     (19,790)            (45,791)
                    				                               --------            --------
            Net cash provided by financing activities   55,405             132,343
									                                              --------            --------
Net change  in cash                                          0                   0
Cash, beginning of period                                    0                   0 
                                                       --------            --------

Cash, end of period                                   $      0            $      0
                                                       ========            ========
Supplemental disclosures:
  Cash paid during the period  for interest           $ 83,800            $ 88,656
                                                       ========            ========
  Noncash financing activities:
  Common stock issued in exchange for note receivable $  5,000 
                                                       ========

The accompanying notes are an integral part of the consolidated financial 
statements

</TABLE>
<PAGE>

PART I - FINANCIAL INFORMATION (Continued)

UNITED STATES ANTIMONY CORPORATION and SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Notes to December 31, 1997 consolidated financial statements:

The notes to the consolidated financial statements as of December 31, 1997, as 
set forth in the Company's 1997 Annual Report on Form 10-KSB, substantially 
apply to these interim consolidated financial statements and are not repeated 
here.
     
2. Adjustments to financial statements:
     
The financial statements reflect all adjustments which, in the opinion of 
management, are necessary to a fair statement of the results for the interim 
periods reported.  All such adjustments are of a normal recurring nature.  All 
financial statements presented herein are unaudited.  However, the balance 
sheet as of December 31, 1997, was derived from the audited consolidated 
balance sheet referred to in Note 1 above. Certain consolidated financial 
statement amounts for the six-month period ended June 30, 1997,  have been 
reclassified to conform to the 1998 presentation.  These reclassifications had 
no effect on the net loss or accumulated deficit as previously reported.

3. Commitments and contingencies:

Until 1989, the Company mined, milled and leached gold and silver in the 
Yankee Fork Mining District in Custer County, Idaho. The metals were recovered 
by a 150-ton per day gravity and flotation mill, and the concentrates were 
leached with cyanide to produce a bullion product. In 1994, the U.S. Forest 
Service, under the provisions of the Comprehensive Environmental Response 
Liability Act of 1980 (CERCLA), designated the cyanide leach plant as a 
contaminated site requiring cleanup of the cyanide solution. In 1996, the 
Company signed a consent decree with the Idaho Department of Environmental 
Quality  relating to completing the reclamation and remediation at the mill 
site. The Company is currently working on the reclamation and remediation, and 
expects to have the process completed during 1999.  The Company believes that 
it has accrued reclamation costs that are sufficient to represent the ultimate 
costs of completing the reclamation and remediation. 
          
          During the second quarter of 1998, an action was filed against  the 
Company seeking recovery of certain debentures payable, accrued interest, and 
legal costs (See Part II,Item 1. Legal Proceedings).  Although the Company 
has filed a counter claim in response to this action, its ultimate outcome 
may have an adverse impact on the financial condition of the Company.

4. Significant accounting policies:

          Loss Per Common Share

In February 1997, the Financial Accounting Standards Board issued SFAS No. 
128, "Earnings Per Share," which became effective for reporting periods ending 
after December 15, 1997.  Under the provisions of SFAS No. 128, primary and 
fully-diluted earnings per share were replaced with basic and diluted earnings 
per share.  Basic earnings per share is arrived at by dividing net income 
(loss) available to common stockholders by the weighted-average number of 
common shares outstanding; it does not include the impact of any potentially 
dilutive common stock equivalents.  

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

4. Significant accounting policies, Continued:

The diluted earnings per share calculation is arrived at by dividing net 
income (loss) by the weighted-average number of shares outstanding, adjusted 
for the dilutive effect any of outstanding stock options, the conversion 
impact of convertible preferred stock, and shares issuable under warrants or 
other contracts.

     During 1998 and 1997 the Company had outstanding common stock warrants 
that were exercisable at prices higher than the trading value of the Company's 
stock and, therefore, antidilutive.  Accordingly, the warrants have no effect 
on the calculation of basic or diluted weighted-average number of shares.  In 
1998, the Company had 2,560,762 shares of Series C preferred stock that were 
outstanding during the period.  The Series C preferred stock is convertible 
into common stock of the Company and thus considered in the calculation of 
diluted weighted-average number of  shares outstanding.

The following table presents a reconciliation of the numerators and 
denominators of the basic and diluted earnings per share ("EPS") computations 
for the six-month periods ended June 30, 1998 and 1997.

<TABLE>
<S>                            <C>            <C>                <C>                                                               
                                   Net     Weighted Average        Per Share                                                        
                           				    Loss          Shares             Amounts
          
 Basic EPS                      $(205,771)     13,225,883          $(0.02)                       
 Common stock warrants (1)
 Series C preferred stock (2)                   2,560,762                        
                                ----------     ----------           ------
 Diluted EPS                    $(205,771)     15,786,645          $(0.01)                                                         
                               ===========     ==========           ======                     
                                                                              
                                            June 30, 1997
                                                                            

                                  Net     Weighted Average        Per Share                                                        
        				                      Loss          Shares             Amounts
          
 Basic EPS                      $(69,795)      12,896,478          $(0.01)                       
 Common stock warrants (1)
 Series C preferred stock (2)                  
                                ----------     ----------           ------
 Diluted EPS                    $(69,795)      12,896,478          $(0.01)
                                ==========     ==========           ======

</TABLE>
                   
                                              
   (1) Common stock warrants outstanding during 1998 and 1997  
were not included in the computation of diluted EPS at June 30, 1998 or 
1997 because the various exercise prices of the warrants exceeded  the 
average market price of the Company's common stock, thus making them 
antidilutive.

   (2) Series C preferred stock, which was issued in November 1997, is 
convertible into common stock of the company on a share-for-share basis.  
The effect on the computation of diluted weighted average shares outstanding
is based upon the potential conversion of the shares into common stock for
the period of time the preferred shares were outstanding.



<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

4. Significant accounting policies, Continued 

In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, 
"Reporting Comprehensive Income."  This statement establishes standards for
reporting thecomponents of comprehensive income prominently within the 
financial statements.  Comprehensive income includes net income plus certain 
transactions that are reported directly within stockholders' equity. The 
statement is effective in 1998 and its adoption will have no material impact 
on the financial condition or results of operations of the Company.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, 
"Disclosures about Segments of an Enterprise and Related Information."  This 
statement requires the disclosure of financial information about a company's 
operating segments in interim and annual financial statements.  The definition 
of operating segments is to be based upon internal management practices of the 
company.  The statement is effective in 1998 and its adoption will have no 
material impact on the financial condition or results of operations of the 
Company.

In February 1998, the Financial Accounting Standards Board issued SFAS No. 
132, "Employers' Disclosures about Pensions and Other Postretirement 
Benefits."  This statement standardizes disclosure for retiree benefits and 
eliminates certain disclosures that are no longer useful. The statement is 
effective for fiscal years beginning after December 15, 1997, and its adoption 
will have no material impact on the financial condition or results of 
operations of the Company.

<PAGE>

ITEM 2. Management's Discussion and Analysis of Results of
       Operations and Financial Condition

     General

Certain matters discussed are forward-looking statements that involve risks 
and uncertainties, including the impact of antimony and gold prices and 
production volatility, changing market conditions, the regulatory environment 
and other risks. Actual results may differ materially from those projected. 
These forward-looking statements represent the Company's judgment as of the 
date of this filing. The Company disclaims, however, any intent or obligation 
to update these forward-looking statements.

     Results of Operations

The Company's operations resulted in a net loss of $205,771 for the six-month 
period and a net loss of $87,406 for the three-month period ended June  30, 
1998, compared with a net loss of  $69,765 for the six-month period and net 
income of $51,110 for the three-month period ended June 30, 1997.

Total revenues from antimony product sales for the six and three-month periods 
ended June 30, 1998, were $1,806,660 and $886,936, respectively, compared with 
$2,213,835 and $1,100,425 for the comparable respective periods in 1997.   The 
decrease in revenues during 1998 was due to a decrease in antimony product 
prices in the first and  second quarters of 1998 compared to the first and 
second quarters of 1997. Sales of antimony products during the first six 
months of 1998 consisted of 1,571,532 pounds at an average sales price of 
$1.15 per pound.  During the first six months of 1997 sales of antimony 
products consisted of 1,571,953 pounds at an average sales price of $1.41 per 
pound.   The decrease in sales prices of antimony products from  1998 to  1997 
is the result of a corresponding  market decrease in antimony metal prices.  
Gross profit from antimony sales during the first six and  current three month 
periods of 1998 was $224,687 and $134,859, respectively, compared with gross 
profit of  $366,933 and $234,310 for the same respective periods in 1997.

<PAGE>

ITEM 2.Management's Discussion and Analysis of Results of
     Operations and Financial Condition, Continued     

 The decrease in gross profit during 1998 compared to 1997, is again primarily 
due to decreased antimony product sales prices. 

The Company reports 50% of total antimony sales made by HoltraChem and the 
Company.  Total sales of antimony products by both companies amounted to 
$3,613,319, or  3,143,064, pounds during the first six months of 1998.  
Substantially all of the antimony products sold were produced at the Company's 
plant near Thompson Falls, Montana.
     
In August 1996, the Company discontinued mining operations at its Yellow 
Jacket property due to recurring operating losses, and placed the property on 
a care-and-maintenance basis.  Concurrently, the Company began an underground 
exploration program in an effort to discover additional mineralized material 
that could be economically mined and processed.  
     
Costs related to the care-and-maintenance of Yellow Jacket were $128,647 and 
$54,345 for the six and three-month periods ended June 30, 1998, 
respectively,  compared with $109,613 and $33,121 during the same respective 
periods of 1997.  The increase in care-and-maintenance costs during 1998 is 
primarily due to increased equipment repairs incurred during the second 
quarter of 1998.  Costs related to exploration and evaluation at Yellow Jacket 
were $63,434 and $33,326 for the six and three-month periods ended June 30, 
1998, respectively,  compared with $78,292 and $42,043 during the same 
respective periods of 1997.  The costs reflect a comparable level of ongoing 
activity.

General and administrative expenses increased $9,989 during the first six 
months of 1998 and $26,673 during the second quarter of 1998 from the 
comparable periods of 1997.  The increase in general and administrative 
expense in 1998 is primarily due to attorneys fees incurred during the second 
quarter of 1998 related to the Maguire Trust litigation (see Part II, Item 1. 
Legal Proceedings).

Interest expense was $100,550 and $52,263 for the six and three-month periods 
ended June 30, 1998, respectively,  compared with $148,729 and $76,863 during 
the same respective periods of 1997.  The reduction in interest expense during 
the six and three-month periods in 1998 compared to the same periods of 1997  
was due to a decrease in outstanding debenture and director debts payable that 
were converted into Series C preferred stock during the fourth quarter of 
1997.

Interest and other  income  was $18,330 and $15,807 for the six and 
three-month periods ended June 30, 1998, respectively,  compared with $8,718 
and $2,906 during the same respective periods of 1997.  The increase in 
interest and other income during 1998 was primarily attributable to other 
income of $12,000 received from equipment rental during the second quarter of 
1998.

Financial Condition and Liquidity
        
At June 30, 1998, the Company's assets totaled $1,233,098, and there was a 
stockholders' deficit of $2,481,413. The stockholders' deficit increased  
$155,771 from December 31, 1997, primarily due to the net loss recognized from 
the Company's operations during the first six months of 1998.

Cash used by operating activities during the first six months of 1998 was 
$31,722 compared with $71,838 during the first six months of 1997.  During 
both six month periods of 1998 and 1997, the Company's net loss from 
operations contributed  to cash used by operations.  Cash used in investing 
activities was $23,683 during the first six months of 1998 and $60,505 during 
the first six months of 1997.
 

<PAGE>

ITEM 2.Management's Discussion and Analysis of Results of
       Operations and Financial Condition, Continued     

During both six month periods in 1998 and 1997, cash consumed by 
investing activities related to purchases of antimony plant and equipment.

Cash provided by financing activities totaled $55,405 during the six month 
period ended June 30, 1998 compared to $132,343 during the comparable period 
of 1997.  During both 1998 and 1997, proceeds from the issuance of common 
stock and warrants and bank borrowings contributed most of the cash provided 
from financing activities.

At June 30, 1998, the Company completed its investment in its 50% share of 
antimony inventory. Correspondingly, the Company began receiving a greater 
percentage of profits from antimony sales with HoltraChem. These  resources 
will be available to meet the Company's obligations and fund operations. 

The Company has been able to avoid bankruptcy and a termination of operations 
through borrowings from stockholders and directors, common stock sales, lack 
of creditor action and net income produced from operations in 1994 and 1995. 
There can be no assurance, however, that the Company will be able to continue 
to meet its obligations and continue in existence as a going concern.

To continue as a going concern the company must continue to generate cash from 
operations and financing activities sufficient  to address the following 
financial commitments.

               . Providing $5,000 per month for a "sinking fund" to pay 
			accrued interest related to  debentures converted in 1997.

               . Servicing borrowings from the bank.

               . Servicing the Hamilton note payable at a minimum of 
			$150,000 in principal and interest annually. 

               . Keeping current on property, payroll, and income tax 
			liabilities and accounts payable.

               . Fulfilling responsibilities with environmental, labor 
			safety and securities regulatory agencies.

               . Paying annual care-and-maintenance costs at the Yellow 
			Jacket mine, to the extent the Company continues to retain  the property.

               . Funding minimum annual royalty payments to Geosearch and 
			Yellow Jacket, Inc.

               . Providing funding of the Company's antimony inventory 
			from antimony profits when the Company's share of antimony 
			inventory amounts to $750,000 or more or when its share of 
			inventory is less than 50% of total inventory.

		   . Funding legal fees and other costs incurred relating to litigation 
			brought against the Company in 1998 (See Part II, Item 1. Legal Proceedings).




<PAGE>

PART II-OTHER INFORMATION

ITEM 1. Legal Proceedings

On April 8, 1998, Ronald Michael Meneo, Trustee of the Walter L. Maguire 
1935-1 Trust ("The Trust"), filed an action in the Twentieth Judicial District 
Court of Sanders County, Montana against the Company. The action seeks to 
recover principal amounts totaling $335,000 due on defaulted convertible and 
subordinated convertible debentures held by The Trust.  The action also seeks 
to recover accrued interest on the principal amounts of the debentures at the 
rate of ten percent per annum that was due on the maturity dates of the 
debentures, interest at ten percent on all principal and interest due on the 
debentures accruing from the dates of maturity to the present, and all amounts 
relating to The Trust's legal fees incurred in bringing the action. 

On June 26, 1998, the Company filed an  Answer, Counterclaim, and request for 
Jury Trial in the Montana Twentieth Judicial District Court, Sanders County, 
in response to the action filed on April 8, 1998.  In the filing the Company 
denied the Trust's complaint and alleged a counterclaim against the 
Trust, citing breach of contract and breach of implied covenant of good faith 
and fair dealing.

On July 15, 1998, the Company filed an action in the Montana Twentieth 
Judicial District Court, Sanders County,  against Walter L. Maguire, Sr., a 
director and shareholder.  The complaint  alleges damages suffered by the 
Company as a result of Mr. Maguire's actions described in three counts,   1) 
Breach of Director Duties 2) Conspiracy, and 3) Constructive Fraud.The 
allegations set forth in the complaint describe Mr. Maguire's alleged 
representations that he controlled the Walter L. Maguire 1935-1 Trust, and led 
the Company and other shareholders to detrimentally  believe that certain 
defaulted debentures held by the Trust would be converted to Series C 
Preferred  Stock in accordance with an Offer to Purchase  dated November 21, 
1997, that was submitted to the Trust and other debt holders. The complaint 
seeks damages of $1,500,000 and a further amount to be proven at trial.


ITEMS 2, 3, 4, and 5 are omitted from this report as inapplicable.




PART II- OTHER INFORMATION, CONTINUED

 ITEM 6. Exhibits and Reports on Form 8-K


The Company reporter Other Events-"Action filed against Walter L. Maguire, Sr.
a director on Current Form 8-K filed July 21, 1998.


















<PAGE>



SIGNATURES
   

Pursuant to the requirements of Section 13 or 15(b) 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.


                    UNITED STATES ANTIMONY CORPORATION
                            (Registrant)



               By:/s/ John C. Lawrence Date: August 14, 1998

                John C. Lawrence, Director and President
        (Principal Executive, Financial and Accounting Officer)