FORM 10-Q

                     SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

             X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
              For the quarterly period ended January 31, 1998

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
                 For the transition period from     to    

                                     Commission File No. 1-8709


               Canal Capital Corporation and Subsidiaries                
           (Exact name of registrant as specified in its charter)


      Delaware                                         51-0102492      
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification No.)

    717 Fifth Avenue, New York, NY                           10022        
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code   (212) 826-6040     


                                  NONE                                 
Former name, former address and former fiscal year, if changed since
last report.

Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act
of  1934 during the preceding 12 months or for such shorter period that the
registrant  was  required to file such reports, and (2) has been subject to
such filing requirements for the past 90 days.  YES    X      NO      


Indicate  the number of shares outstanding for each of the issuer's classes
of common stock, as of the latest practical date:


    Title of each class          Shares outstanding at February 28, 1998
Common stock, $0.01 par value                4,326,930

(This document contains 22 pages)                                     


                    CANAL CAPITAL CORPORATION & SUBSIDIARIES 
                          CONSOLIDATED BALANCE SHEETS  
                     JANUARY 31, 1998 AND OCTOBER 31, 1997 
 
 
                                   JANUARY 31,          OCTOBER 31,         
                                     1998                 1997 
                                  (UNAUDITED)           (AUDITED)           
                   
ASSETS: 
 
CURRENT ASSETS: 
 
CASH AND CASH EQUIVALENTS         $   (11,248)        $    28,225 
NOTES AND ACCOUNTS RECEIVABLE         195,908             271,891 
ART INVENTORY, NET OF A VALUATION ALLOWANCE OF
 $ 500,000  AT JANUARY 31, 1998 AND 
 OCTOBER 31, 1997, RESPECTIVELY       500,000             500,000
INVESTMENTS                         1,106,196           1,151,358 
PREPAID EXPENSES                      159,818             199,888 
 
 TOTAL CURRENT ASSETS               1,950,674           2,151,362 
 
 
 
 
NON-CURRENT ASSETS: 
PROPERTY ON OPERATING LEASES, NET OF
 ACCUMULATED DEPRECIATION OF $ 2,468,445
 AND $ 2,407,533 AT JANUARY 31, 1998 AND  
 OCTOBER 31, 1997, RESPECTIVELY     5,271,120           5,323,177 
 
ART INVENTORY NON-CURRENT, NET OF
 VALUATION ALLOWANCE OF $ 2,070,000
 AT JANUARY 31, 1998 AND $2,350,000 AT   
 OCTOBER 31, 1997, RESPECTIVELY      2,032,897           2,310,857
            
 
  
 
 
OTHER ASSETS: 
 PROPERTY HELD FOR DEVELOPMENT 
    OR RESALE                        2,843,305           2,843,305 
 DEFERRED LEASING AND FINANCING COSTS   38,927              39,655 
 DEPOSITS AND OTHER                    181,450             291,787 
 
                                     3,063,682           3,174,747
 
                                   $12,318,373         $12,960,143 
                                  ============         =========== 
                                      


                                     2


                  CANAL CAPITAL CORPORATION & SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS  
                   JANUARY 31, 1998 AND OCTOBER 31, 1997 
                                               
                                   JANUARY 31,       OCTOBER 31,
                                      1998              1997
                                   (UNAUDITED)         (AUDITED)
LIABILITIES & STOCKHOLDERS' EQUITY: 
  
CURRENT LIABILITIES: 
 CURRENT PORTION OF LONG-TERM DEBT       98,000             98,000 
 ACCOUNTS PAYABLE AND ACCRUED EXPENSES1,717,710          1,871,963 
 INCOME TAXES PAYABLE                    82,418             97,995  
 
  TOTAL CURRENT LIABILITIES           1,898,128          2,067,958  
 
 
LONG-TERM DEBT, LESS CURRENT PORTION   2,348,982          2,375,496 
LONG-TERM DEBT, LESS CURRENT 
     PORTION-RELATED PARTY             3,590,000          3,675,000  
 
                                       5,938,982          6,050,496  
COMMITMENTS AND CONTINGENCIES                 

STOCKHOLDERS' EQUITY: 
PREFERRED STOCK, $0.01 PAR VALUE: 
  5,000,000 SHARES AUTHORIZED; 3,019,400 AND 
  2,977,900 SHARES ISSUED AND OUTSTANDING 
  AT JANUARY 31, 1998 AND OCTOBER 31, 1997,
  RESPECTIVELY AND AGGREGATE LIQUIDATION  
  PREFERENCE OF $ 30,194,000 AND $ 29,979,000  
  AT JANUARY 31, 1998 AND OCTOBER 31, 1997
  RESPECTIVELY                            30,194              29,979 
 
COMMON STOCK, $0.01 PAR VALUE: 
  10,000,000 SHARES AUTHORIZED; 5,313,794 
  SHARES ISSUED AND OUTSTANDING AT 
  JANUARY 31, 1998 AND OCTOBER 31, 1997,
  RESPECTIVELY                            53,138              53,138 
 
PAID-IN CAPITAL                       26,884,829          26,826,293  

RETAINED EARNINGS (DEFICIT)          (10,568,350)        (10,194,335) 
 
COMPREHENSIVE INCOME:

 VALUATION RESERVE                    (1,485,641)         (1,485,641) 
 
 UNREALIZED GAIN ON 
  INVESTMENTS AVAILABLE 
   FOR SALE                              570,638             615,800

 986,865 SHARES OF COMMON STOCK 
  HELD IN TREASURY, AT COST          (11,003,545)        (11,003,545) 
 
                                       4,481,263           4,841,689 
 
                                    $ 12,318,373        $ 12,960,143 
                                   =============       ============= 
                                     3


                 CANAL CAPITAL CORPORATION & SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED JANUARY 31, 1998 AND 1997



                                                1998            1997        
                                             (UNAUDITED)     (UNAUDITED)    
 

REAL ESTATE OPERATIONS:
 REAL ESTATE REVENUES:
    SALE OF REAL ESTATE                    $    16,000     $   279,000   
    RENTAL INCOME                              361,876         437,356      
    GROUND LEASE INCOME                        231,000         231,000      
    VOLUME BASED RENTAL INCOME                  34,730          30,435      
    OTHER INCOME                                 1,864           4,094     

                                               645,470         981,885    

 REAL ESTATE EXPENSES:
    COST OF REAL ESTATE SOLD                     6,845         120,072      
    LABOR, OPERATING AND MAINTENANCE           212,972         217,218      
    DEPRECIATION AND AMORTIZATION               55,607          92,045      
    TAXES OTHER THAN INCOME TAXES               50,400          74,700      
    GENERAL AND ADMINISTRATIVE                  22,510          27,694     

                                               348,334         531,729     



INCOME FROM REAL ESTATE OPERATIONS             297,136         450,156     


ART OPERATIONS:
 ART REVENUES:
    SALES                                      158,200          15,100      
    OTHER REVENUES                                   0           2,982     

                                               158,200          18,082      
  

 ART EXPENSES:
    COST OF ART SOLD                           559,164          24,358      
    VALUATION RESERVE                         (280,000)              0      
    SELLING, GENERAL AND ADMINISTRATIVE          9,967           9,950     
    
                                               289,131          34,308     


LOSS FROM ART OPERATIONS                      (130,931)        (16,226)    







                                     4


                 CANAL CAPITAL CORPORATION & SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS ENDED JANUARY 31, 1998 AND 1997
                                Continued ...


                                                1998           1997         
                                            (UNAUDITED)     (UNAUDITED)     


GENERAL AND ADMINISTRATIVE EXPENSE        $  (278,615)     $  (312,768)    


INCOME (LOSS) FROM OPERATIONS                (112,410)         121,162      


OTHER INCOME (EXPENSE):
  GAIN (LOSS) ON SALE OF INVESTMENTS                0                0      
  GAIN (LOSS) ON MARK-TO-MARKET OF 
    INVESTMENTS                                     0         (129,133)     
  INTEREST & OTHER INCOME                         627           77,083      
  INTEREST EXPENSE                           (148,232)        (224,663)     
  INTEREST EXPENSE-RELATED PARTY              (66,000)         (41,000)    

                                             (213,605)        (317,713)     
                                             
GAIN (LOSS) BEFORE PROVISION FOR INCOME 
  TAXES                                      (326,015)        (196,551)     
 
PROVISION (BENEFIT) FOR INCOME TAXES                0                0     

NET INCOME (LOSS)                            (326,015)        (196,551)     
 
PREFERRED STOCK DIVIDEND                      (48,000)         (43,942)    

NET INCOME (LOSS) APPLICABLE TO COMMON
 SHARES                                   $  (374,015)     $  (240,493)    
                                          =============    ============    

NET INCOME (LOSS) PER COMMON SHARE        $     (0.09)     $     (0.06)    
                                          =============    ============    

















                                5          


                  CANAL CAPITAL CORPORATION & SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED JANUARY 31, 1998 AND 1997

                                           1998              1997           
                                      (UNAUDITED)       (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
  NET INCOME (LOSS)                      $ (326,015)     $  (195,551)     

  ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO
   NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES:

   PROVISION FOR LITIGATION SETTLEMENT            0          (75,000)      
   DEPRECIATION AND AMORTIZATION             61,272           97,543       
   GAIN  ON SALES OF REAL ESTATE              9,155         (158,928)       
   GAIN FROM SALE OF INVESTMENTS                  0                0        
   VALUATION RESERVE - ART INVENTORY              0                0       
   (GAIN )LOSS ON MARK-TO-MARKET OF
     INVESTMENTS                                  0          129,133        

CHANGES IN ASSETS AND LIABILITIES:
     NOTES AND ACCOUNTS RECEIVABLES, NET      75,983           81,108  
     ART INVENTORY, NET                      277,960           80,235       
     PREPAID EXPENSES AND OTHER, NET         137,001         (27,957)       
     PAYABLES AND ACCRUED EXPENSES, NET     (169,830)        (409,175)     
NET CASH (USED) PROVIDED 
    BY OPERATING ACTIVITIES                   65,526         (478,592)


CASH FLOWS FROM INVESTING ACTIVITIES:
  PROCEEDS FROM SALES OF REAL ESTATE          16,000          279,000
  PROCEEDS FROM SALE OF INVESTMENTS                0                0       

  CAPITAL EXPENDITURES                        (9,485)         (29,908)   
NET CASH PROVIDED BY INVESTING ACTIVITIES       6,515          249,092    

CASH FLOWS FROM FINANCING ACTIVITIES:
  PROCEEDS FROM LONG-TERM DEBT-RELATED
    PARTIES                                    75,000                0      
  TRANSFERS TO LONG-TERM                            0          325,000 
  REPAYMENT OF LONG-TERM DEBT OBLIGATIONS    (186,514)        (102,000) 
NET CASH USED BY FINANCING ACTIVITIES        (111,514)         223,000  

(INCREASE) IN RESTRICTED CASH AND
  CASH EQUIVALENTS                            (39,473)               0      

NET (DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS                                       0           (6,500)     
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 28,225           10,632      


CASH AND CASH EQUIVALENTS AT END OF YEAR  $   (11,248)     $     4,132      
                                          ============     ============

NOTE:  Canal made federal and state income tax payments of $16,000 and
$8,600 and interest         payments of $214,000 and $265,000 in the three
month periods ended January 31, 1998         and 1997, respectively.
                                     6


                 CANAL CAPITAL CORPORATION AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
             FOR THE YEAR ENDED OCTOBER 31, 1997 (AUDITED) AND 
          FOR THE THREE MONTHS ENDED JANUARY 31, 1998 (UNAUDITED)


                    COMMON STOCK     PREFERRED STOCK
                    NUMBER           NUMBER                   
                      OF                  OF             PAID-IN
                    SHARES   AMOUNT  SHARES   AMOUNT     CAPITAL

BAL.,OCT 31, 1996 5,313,794 $53,138 2,703,299 $27,033  $26,636,939          
 NET INCOME (LOSS)        0       0         0       0            0
 PREFERRED STOCK DIVIDEND 0       0   294,601   2,946      189,354
 MINIMUM PENSION
  LIABILITY ADJUSTMENT    0       0         0       0            0
 UNREALIZED GAIN 
  ON INVESTMENTS          0       0         0       0            0  
                -------------------- ----------------  ----------- 
BAL.,OCT 31, 1997 5,313,794  53,138 2,997,900  29,979   26,826,293
 NET INCOME (LOSS)        0       0         0       0            0  
 PREFERRED STOCK DIVIDEND 0       0    21,500     215       58,536 
 MINIMUM PENSION
  LIABILITY ADJUSTMENT    0       0         0       0            0 
 UNREALIZED GAIN
  ON INVESTMENTS          0       0         0       0            0
                -------------------  ----------------   ----------
BAL.,JAN 31, 1998 5,313,794 $53,138 2,019,400 $30,194  $26,884,829    
               ==================== ================= ============ 




                RETAINED    -COMPREHENSIVE (LOSS) INCOME-   TREASURY
                EARNINGS       VALUATION    UNREALIZED       STOCK
                DEFICIT         RESERVE     GAIN ON INV.    AT COST

BAL.,OCT 31, 1996($9,010,999)($1,619,696) $         0  ($11,003,545)
 NET INCOME(LOSS) (1,001,483)          0            0             0         
 PREFERRED STOCK
  DIVIDEND          (181,853)          0            0             0
 MINIMUM PENSION
  LIABILITY ADJ.           0     134,055            0             0
 UNREALIZED GAIN 
  ON INVESTMENTS           0           0      615,800             0
                ------------- ------------ ------------ ------------
BAL.,OCT 31, 1997(10,194,335)($1,485,641)     615,800   (11,003,545)
 NET INCOME (LOSS)  (326,015)          0            0             0
 PREFERRED STOCK
  DIVIDEND           (48,000)          0            0             0
 MINIMUM PENSION
  LIABILITY ADJ.           0           0            0             0
 UNREALIZED GAIN
  ON INVESTMENTS           0           0      (45,162)            0
               ------------- ------------- ------------ ------------   
BAL.,JAN 31,1998($10,568,350)($1,485,641) $   570,638  ($11,003,545)
               ============= ============ ============ =============


                                     7


                 CANAL CAPITAL CORPORATION AND SUBSIDIARIES
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    THREE MONTHS ENDED JANUARY 31, 1998
                                (UNAUDITED)



1.   GENERAL

     Canal Capital Corporation ( Canal ), incorporated in the state of
Delaware in 1964, commenced business operations through a predecessor in
1936.  Canal was a wholly owned subsidiary of Canal-Randolph Corporation
until June 1, 1984, when Canal-Randolph Corporation distributed to its
stockholders all of the outstanding shares of Canal s common stock, under a
plan of complete liquidation.

     Canal is engaged in two distinct businesses - the management of its
agribusiness related real estate properties located in the Midwest and art
operations, consisting mainly of the acquisition of art for resale.

     While the Company is currently operating as a going concern, certain
significant factors raise substantial doubt about the Company s ability to
continue as a going concern.  The Company has suffered recurring losses
from operations in seven of the last nine years and is involved in
litigation with a major tenant in Fargo, North Dakota.  The financial
statements do not include any adjustments that might result from the
resolution of these other uncertainties. Additionally, the accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

     Canal continues to closely monitor and reduce where possible its
overhead expenses and plans to continue to reduce the level of its art
inventories to enhance current cash flows.  Management believes that its
income from operations combined with its cost cutting program and planned
reduction of its art inventory will enable it to finance its current
business activities.  There can, however, be no assurance that Canal will
be able to effectuate its planned art inventory reductions or that its
income from operations combined with its cost cutting program in itself
will be sufficient to fund operating cash requirements.

2.   Reclassification

     Certain prior year amounts have been reclassified to conform to the
current year s presentation.

                                     8



3.   Interim Financial Statements

     The interim consolidated financial statements included herein have
been prepared by Canal without audit.  In the opinion of Management, the
accompanying unaudited financial statements of Canal contain all
adjustments necessary to present fairly its financial position as of
January 31, 1998 and the results of its operations and its cash flows for
the three month period ended January 31, 1998.  All of the above referenced
adjustments were of a normal recurring nature.  Certain information and


footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted.  These financial statements should be read in
conjunction with the consolidated financial statements for the three years
ended October 31, 1997 and the notes thereto which are contained in Canal s
1997 Annual Report on Form 10-K.  The results of operations for the period
presented is not necessarily indicative of the results to be expected for
the remainder of fiscal 1998.

4.   Property and Equipment

     Included in property and equipment were the cost of buildings of
approximately $3 million at January 31, 1998 and October 31, 1997.


5.   Notes Receivable

     Included in the notes and accounts receivable were the current portion
of notes from real estate sales in the amount of $25,000 at January 31,
1998 and October 31, 1997.


6.   INVESTMENTS AVAILABLE FOR SALE

     At October 31, 1997 the investments available for sale consisted of
the following:

                                             January 31,      October 31,
     ($ 000's Omitted)                          1998             1997    
     
     Aggregate market value.................   $1,106           $1,151
     Aggregate carrying value...............   $1,106           $1,151
     
     Canal has an investment in a company in which it, together with other
affiliated entities, comprise a reporting group for regulatory purposes. 
It is important  to note that it is the group  (as defined)  that can
exercise 


                                     9



influence over this company, not Canal.  Accordingly, this investment does
not qualify for consolidation as a method of reporting.  Certain of Canal s
officers and directors also serve as officers and/or directors of this
company.  This investment (in which Canal s ownership interest is
approximately 2%) is carried at market value and the realized gains or
losses, if any, are recognized in operating results.  Any unrealized gains
or losses are reflected in Stockholders Equity.

     For the three months ended January 31, 1998 Canal recognized an
unrealized loss on investments available for sale of $45,000. 
Additionally, in fiscal 1997 Canal recognized an unrealized gain on
investments available for sale of $616,000, both of which are shown in a
separate component of Stockholders Equity. 


7.   ART OPERATIONS


     Canal established its art operations in October 1988 by acquiring a
significant inventory for resale of antiquities primarily from the ancient
Mediterranean cultures.  In November 1989, Canal expanded its art
operations by entering into a cost and revenue sharing agreement with a New
York City gallery for the exclusive representation of Jules Olitski, a
world renowned artist of contemporary paintings.  As part of this agreement
Canal purchased a number of Olitski paintings which it holds for resale
with a book value of approximately $1,000,000 at January 31, 1998.  The
representation agreement expired December 1, 1994 and Canal now operates
independently in the marketing of its contemporary art inventory.     

     Due to general economic conditions and the softness of the art
markets, Canal has not purchased inventory in several years.  However,
Canal continues its marketing efforts to sell its existing art inventory
through various consignment agreements and at public auctions.  Antiquities
and contemporary art represented 59% ($1,497,634) and 41% ($1,035,263) and
63% ($1,775,594) and 37% ($1,035,263) of total art inventory at January 31,
1998 and October 31, 1997, respectively.  Substantially all of the
contemporary art inventory held for resale is comprised of the work of
Jules Olitski.

    Management estimates it may take two to five years to dispose of its
current art inventory.  The Company s ability to dispose of its art
inventory is dependent at least in part, on general economic conditions,
including supply, demand, international monetary conditions and inflation. 
Additionally, the art market itself is very competitive.  Accordingly,
there can be no assurance that Canal will be successful in disposing of its
art inventory within the time frame discussed above. 



                                     10


     Canal has its art inventory appraised by an independent appraiser
annually.  The 1997 appraisal covered approximately 49% of the inventory
value.  The appraised values estimate the current market value of each
piece giving consideration to Canal s practices of engaging in consignment,
private and public auction sales.  The net realizable value of the
remaining 51% of the inventory was estimated by management based in part on
operating history and in part on the results of the independent appraisals
done. In fiscal 1997 
Canal recognized a $350,000 valuation allowance against its art inventory,
thereby, increasing the total valuation allowance to $2,850,000 as of
October 31, 1997 as compared to $2,500,000 and $1,000,000 at October 31,
1996 and 1995, respectively.  These estimates were based in part on the
Company s history of losses sustained on art sales in the current and
previous years.

     The nature of art makes it difficult to determine a replacement value. 
The most compelling evidence of a value in most cases is an independent
appraisal.  The price at which pieces are consigned is usually in line with
appraisals and above the cost of the piece.  The amount classified as
current 
represents management s best estimate  of the amount of inventory that will
be sold in this market.  Management believes that the provision discussed
above has effectively reduced inventory to its estimated net realizable
value.

     The Company s plan to sell inventory at auction is contemplated in the


normal course of business.  Auction in this context is one of the usual
channels used for disposal of its art inventory.  The proceeds from these
sales will be used to reduce the Company s outstanding debt.  If these
sales are not made, the Company has alternate means of raising cash such as
sales of investments, sale of real estate, raising of new capital and
rescheduling of debt.  Some of these measures were successfully implemented
in fiscal 1997.     

     Canal s art operations have generated operating losses of $131,000 and
$16,000 on revenues of $158,000 and $18,000 for the three months ended
January 31, 1998 and 1997, respectively.  Art sales have resulted primarily
through activities in conjunction with sales of antiquities.  Canal s
management believes that through its consignment agreements as well as
other potential distribution outlets Canal will continue to deal in
antiquities and contemporary art.

     Inventory on Consignment - The Company had $1,683,000 of art inventory
on consignment with third party dealers at January 31, 1998 and October 31,
1997, respectively. 





                                     11



8. BORROWINGS

     At January 31, 1998, substantially all of Canal s real properties, the
stock of certain subsidiaries, the investments and a substantial portion of
its art inventories are pledged as collateral to secure the following
obligations:

                                          January 31,       October 31,
                                              1998            1997    
                                          (Unaudited)        (Audited)
(Thousands of Dollars)

Variable rate mortgage notes due
 May 15, 2001 - related party............    $ 3,590         $     0

Variable rate mortgage notes due
 May 15, 1998.............................         0         $ 2,655

Variable rate mortgage notes due
 September 15, 1998 - related party.......         0             700

11% mortgage note; original principal
 amount $1,697; due April 1, 2011;
 payable in monthly installments
 (including interest) of $17..............     1,248           1,266

9.5% mortgage note; original principal
 amount $472; due November 1, 2012,
 payable in monthly installments
 (including interest) of $4...............       403             405

10 1/2% mortgage note (adjusted


 periodically to prime plus 1 3/4%);
 original principal amount $556 due
 January 15, 2013; payable in monthly
 installments (including interest) of $6..       474             477

Other Note - Related Party................         0             320

Other Note................................       322             325

Total ....................................     6,037           6,148 

Less -- current maturities ...............        98              98

Long-term debt ...........................   $ 5,939         $ 6,050

                                     12


     

     On January 8, 1998, the Company issued $3,700,000 of variable rate
mortgage notes due May 15, 2001, the proceeds of which were used to repay
in full the Company s variable rate mortgage notes due May 15, 1998
($2,605,000), its variable rate mortgage notes due September 15, 1998
($700,000) and two notes which were due December 31, 1997 ($320,000) plus
accrued interest thereon.  The purchasers of these notes included certain
entities controlled by the Company s Chairman, the Company s Chief
Executive  Officer and members of their families.  The variable rate
mortgage notes issued have essentially the same terms and conditions as the
variable rate mortgage notes which were repaid.  These notes carry interest
at the highest of four variable rates, determined on a quarterly basis. 
These notes, among other things, prohibits Canal from becoming an
investment company as defined by the Investment Company Act of 1940;
requires Canal to maintain minimum net worth; restricts Canal s ability to
pay cash dividends or repurchase stock; requires principal prepayments to
be made only out of the proceeds from the sale of certain assets and
requires the accrual of additional interest (to be paid at maturity) of
approximately three percent per annum.  As a result of the refinancing all
of the debt that was repaid on January 8, 1998 is classified as long term
debt-related party.  At January 31, 1998 the balance due under these notes
was $3,590,000.



9.   VALUATION RESERVE

     The valuation reserve represents the excess of the additional minimum
pension liability required under the provisions of SFAS No. 87 over the
unrecognized prior service costs of former stockyard employees.  Such
excess arose due to the decline in the market value of pension assets
available for the pension benefits of the former employees, which benefits
were frozen at 
the time the stockyard operations were sold in 1989.  The excess will
effectively be expensed over time as actuarial computations of annual
pension  cost (made in accordance with SFAS No. 87) recognize the
deficiency that exists.



                                    13  


                    Management s Discussion and Analysis
              Of Results of Operations and Financial Condition
                For the Three Months Ended January 31, 1998


Results of Operations - General


     While the Company is currently operating as a going concern, certain
significant factors raise substantial doubt about the Company s ability to
continue as a going concern.  The Company has suffered recurring losses
from operations in seven of the last nine years and is involved in
litigation with a major tenant in Fargo, North Dakota.  The financial
statements do not include any adjustments that might result from the
resolution of these other uncertainties.  Additionally, the accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern. 


     Canal recognized net losses of $326,000 and $197,000 for the three
month periods ended January 31, 1998 and 1997, respectively.  After
recognition of preferred stock dividend payments of $48,000 and $44,000 for
the three month periods ended January 31, 1998 and 1997, respectively, the
results attributable to common stockholders were net losses of $374,000,
and  $240,000 for the three month periods ended January 31, 1998 and 1997,
respectively.  Included in the current year results is a $131,000 loss from
the art operations.      


     Canal s revenues from continuing operations consist of revenues from
its real estate and art operations. Due to general economic conditions and
more specifically a depressed national art market, Canal s aggregate
revenues from art sales and the prices at which sales were made have
significantly declined in recent years.  Revenues decreased by $196,000 or
19.6% to $804,000 for the  three month periods ended January 31, 1998 and
1997, respectively.  The 1998 decrease is due primarily to a $263,000
decrease in revenues from the sale of real estate, offset to a certain
extent by a $140,000 increase in art sales.








                                     14



Capital Resources and Liquidity

     While the Company is currently operating as a going concern, certain
significant factors raise substantial doubt about the Company s ability to
continue as a going concern.  The Company has suffered recurring losses
from operations in seven of the last nine years, and is involved in
litigation with a major tenant in Fargo, North Dakota.  The financial
statements do not include any adjustments that might result from the


resolution of these other uncertainties.  Additionally, the accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern. 

     On January 8, 1998, the Company issued $3,700,000 of variable rate
mortgage notes due May 15, 2001, the proceeds of which were used to repay
in full the Company s variable rate mortgage notes due May 15, 1998
($2,605,000), its variable rate mortgage notes due September 15, 1998
($700,000) and two notes which were due December 31, 1997 ($320,000) plus
accrued interest thereon.  The purchasers of these notes included certain
entities controlled by the Company s Chairman, the Company s Chief
Executive  Officer and members of their families.  The variable rate
mortgage notes issued have essentially the same terms and conditions as the
variable rate mortgage notes which were repaid.  These notes carry interest
at the highest of four variable rates, determined on a quarterly basis. 
These notes, among other things, prohibits Canal from becoming an
investment company as defined by the Investment Company Act of 1940;
requires Canal to maintain minimum net worth; restricts Canal s ability to
pay cash dividends or repurchase stock; requires principal prepayments to
be made only out of the proceeds from the sale of certain assets and
requires the accrual of additional interest (to be paid at maturity) of
approximately three percent per annum.  As a result of the refinancing all
of the debt that was repaid on January 8, 1998 is classified as long term
debt-related party.  At January 31, 1998 the balance due under these notes
was $3,590,000.  
     
     Cash and cash equivalents of a negative $11,000 at January 31, 1998
decreased $39,000 from $28,000 at October 31, 1997.  Net cash provided by
operations in fiscal 1998 was $66,000.  Substantially all of the 1998 net
proceeds from the sale of real estate and the proceeds from the sale of art 
was used to reduce outstanding debt and accrued expenses.

     During fiscal 1998 Canal reduced its variable rate mortgage notes by
$85,000 and other long-term debt by $27,000 for a net 1998 debt reduction
of $112,000. 



                                     15




     At January 31, 1998 the Company s current assets exceeded current
liabilities by $0.1 million, which was unchanged from October 31, 1997.  
The only required principal repayments under Canal s debt agreements for
fiscal 1998 will be from the proceeds of the sale of certain assets (if
any) and approximately $0.1 million on various fixed mortgages.

     Canal continues to closely monitor and reduce where possible its
overhead expenses and plans to continue to reduce the level of its art
inventories to enhance current cash flows.  Management believes that its
income from operations combined with its cost cutting program and planned
reduction of its art inventory will enable it to finance its current
business activities.  There can, however, be no assurance that Canal will
be able to effectuate its planned art inventory reductions or that its
income from operations combined with its cost cutting program in itself
will be sufficient to fund operating cash requirements.


     
Real Estate Revenues

     Real estate revenues for the three months ended January 31, 1998 of
$645,000 accounted for 80.3% of the first quarter revenues as compared to
real estate revenues of $982,000 or 98.2% for the same period in 1997. 
Real estate revenues are comprised of rental income from Exchange Building
(commercial office space) rentals and other lease income from the rental of
vacant land and certain structures (56.1% and 44.5%), Ground lease income
(35.8% and 23.5%), volume based rental income (5.4% and 3.1%) and sale of
real estate and other income (2.7% and 28.9%) for the three months ended
January 31, 1998 and 1997, respectively. The percentage variations in the
year to year comparisons are due primarily to the decrease in real estate
sales for fiscal 1998.


Real Estate Expenses

     Real estate expenses for the three months ended January 31, 1998 of
$348,000 decreased by $183,000 (34.5%) from $532,000 for the same period in
1997.  Real estate expenses were comprised of labor, operating and
maintenance (61.1% and 40.9%), depreciation and amortization (16.0% and
17.3%), taxes other than income taxes (14.5% and 14.1%), cost of real
estate sold (2.0% and 22.6%) and general and administrative expenses (6.4%
and 5.1%) for the three months ended January 31, 1998 and 1997,
respectively. The percentage variations in year to year comparisons are
also due to the decrease in the cost of real estate sold for fiscal 1998.



                                     16




Art Operations

    Management estimates it may take two to five years to dispose of its
current art inventory.  The Company s ability to dispose of its art
inventory is dependent at least in part, on general economic conditions,
including supply, demand, international monetary conditions and inflation. 
Additionally, the art market itself is a very competitive market. 
Accordingly, there can be no assurance that Canal will be successful in
disposing of its art inventory within the time frame discussed above. 

     Canal has its art inventory appraised by an independent appraiser
annually.  The fiscal 1997 appraisal covered approximately 49% of the
inventory value.  The appraised values estimate the current market value of
each  piece  giving  consideration  to  Canal s  practices  of  engaging in 
consignment, private and public auction sales.  The net realizable value of
the remaining 51% of the inventory was estimated by management based in
part on operating history and in part on the results of the independent
appraisals done.  In fiscal 1997 Canal recognized a $350,000 valuation
allowance against its art inventory, thereby, increasing the total value
allowance to $2,850,000 as of October 31, 1997 compared to $2,500,000 and
$1,000,000 at October 31, 1996 and 1995, respectively.  These estimates are
based in part on the Company s history of losses sustained on art sales in
the current and previous years.

     The valuation allowance represents management s best estimate of the


loss that will be incurred by the Company in the normal course of business. 
The estimate is predicated on past history and the information that was
available at the time that the financial statements were prepared.  The
provision contemplates the loss that could result if the level of sale
anticipated was achieved. 

     The nature of art makes it difficult to determine a replacement value. 
The most compelling evidence of a value in most cases is an independent
appraisal.  The price at which pieces are consigned is usually in line with
appraisals and above the cost of the piece.  The amount classified as
current represents management s best estimate of the amount of inventory
that will be sold in this market.  Management believes that the provision
discussed above has effectively reduced inventory to its estimated net
realizable value.  The Company will continually monitor the market for its
product and will make adjustments to the value of its art inventory as such
adjustments become necessary.





                                     17




     The Company s plan to sell inventory at auction is contemplated in the
normal course of business.  Auction in this context is one of the usual
channels used by the Company for disposal of its art inventory.  The
proceeds 
from these sales are used to reduce the Company s outstanding debt and
finance current operations.  If these sales are not made the Company has
alternate means of raising cash such as sales of investments, sale of real
estate, raising of new capital and further rescheduling of debt.  Some of
these measures were successfully implemented in fiscal 1997. 


Art Revenues
     
     Art revenues for the three months ended January 31, 1998 of $158,000
increased $140,000 or 774.9% as compared to the same period in 1997.  Art
revenues are comprised of proceeds from the sale of antiquities and
contemporary art (100.0% and 83.5%) and commission income on the sale of
art owned by third parties (0.0% and 16.5%) for the three month periods
ended January 31, 1998 and 1997, respectively.


Art Expenses
     
     Art expenses for the three months ended January 31, 1998 of $289,000
increased by $255,000 from $34,000 for the same period in 1997.  Art
expenses  consisted of the cost of art sold (net of valuation allowances)
(96.6% and 71.0%) and selling, general and administrative expenses (3.4%
and 29.0%) for the three month periods ended January 31, 1998 and 1997,
respectively.


General and Administrative
     
     General and administrative expenses for the three months ended January
31, 1998 of $279,000 decreased $34,000 (10.9%) from $313,000 for the same
period in 1997.  The major components of general and administrative
expenses are officers salaries (38.7% and 34.5%), rent (8.7% and 9.7%),
legal and professional fees (8.6% and 10.1%), insurance (12.4% and 11.5%)
and office salaries (10.1% and 10.8%) for the three month periods ended
January 31, 1998 and 1997, respectively. 








                                     18




Interest and Other Income

     Interest and other income for the three months ended January 31, 1998
decreased to $1,000 from $77,000 for the same period in 1997.  The 1997
results included a $75,000 reversal of an amount previously accrued to
settle certain litigation related to Canal s 1988 sale of property located
in Portland, Oregon.


Interest Expense

     Interest expense for the three months ended January 31, 1998 decreased
19.4% to $214,000 as compared to $318,000 for the same period in 1997. The
1998 decrease is due primarily to the decrease in aggregate debt
outstanding.























                                     19

                                      





























                                  PART II

                             OTHER INFORMATION
























                                     20


Item 1:        Legal Proceedings:
               
               See Item 3 of Canal s October 31, 1997 Form 10-K.

Item 2 and 3:

               Not applicable.

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

               None.

Item 5:        Other Information:

               None.

Item 6:        Exhibits and Reports on Form 8-K:

               (A) Not applicable.
               (b) No reports on Form 8-K have been filed during the
               quarter
                   for which the report is filed.





                                      


















                                      
                                     21



                                 SIGNATURES



          Pursuant to the requirement of the Securities Exchange Act of
1934, the registrant had duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




                                        Canal Capital Corporation
                                              Registrant




                                        Reginald Schauder         
                                        Reginald Schauder
                                        Vice President-Finance &
                                        Chief Financial Officer




Date: March 12, 1998





















                                     22