SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.
                                  FORM 10-Q

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

  For Quarter Ended  SEPTEMBER 30, 1998           Commission File No. 0-1957

                            UPTOWNER INNS, INC.
           Exact name of registrant as specified in its charter

         West Virginia                                55-0457171
   State or other jurisdiction of                   I.R.S. Employer
   incorporation or organization                  Identification Number


     1415 4th Avenue, Huntington, West Virginia              25701
     Address of principal executive office                  Zip Code

Registrants telephone number, including area code (304) 525-7741

Indicate by check mark whether 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 requirement for the past 90 days.
                       
                          X     Yes       No

Indicate the number of Shares outstanding of each of the Issuer's classes of
Common Stock, as of the close of the period covered by this report.

         Class                             Outstanding at  SEPTEMBER 30, 1998
 Common Stock-$.50 par value                        1,583,563 Shares




 
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                  UPTOWNER INNS, INC., AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET

                              ASSETS

                                      SEPTEMBER 30,              JUNE 30 ,
                                     1998         1997             1998   
                                 (Unaudited)   (Unaudited)  
<TABLE>
CURRENT ASSETS:                                                                
<S>                            <C>            <C>            <C>
 Cash                           $   239,066    $   205,587    $     90,015
 Accounts & Notes Rec.              120,847         28,097          23,726
 Inventories                         15,236          6,996           7,362
 Prepaid Expenses                    31,130         41,649          51,550  

TOTAL CURRENT ASSETS                406,279        282,329         172,653    

INVESTMENTS & FUNDS      
 Notes Receivable                    47,416   

TOTAL INVESTMENTS & FUNDS            47,416   

PROPERTY, PLANT AND EQUIPMENT
 Land                             1,495,612      1,554,112       1,554,112  
 Building & Improvement          10,610,074      4,989,345       4,989,345
 Construction in Progress                 0      2,960,575       5,580,717
 Furniture & Equipment            2,452,173      1,463,768       2,250,473  

TOTAL                            14,557,859     10,967,800      14,374,647
 Less: Accumulated Depreciation
       and Amortization           3,750,351      3,677,921       3,797,872   
         
TOTAL PROPERTY, PLANT 
AND EQUIPMENT                    10,807,508      7,289,879      10,576,775  
OTHER ASSETS:
 Deposits and Other                 128,745        128,210         129,287   

TOTAL OTHER ASSETS                  128,745        128,210         129,287   

TOTAL ASSETS                     11,389,948      7,700,418      10,878,715 
</TABLE>

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<PAGE>
                   UPTOWNER INNS, INC., AND SUBSIDIARIES 
                         CONSOLIDATED BALANCE SHEET

                    LIABILITIES AND STOCKHOLDERS' EQUITY

                                    SEPTEMBER 30,                 JUNE 30,     
                                  1998           1997               1998
                               (Unaudited)    (Unaudited)  
<TABLE>
CURRENT LIABILITIES:
<S>                           <C>            <C>              <C>  
 Accounts Payable              $   575,453    $   642,299      $   517,587
 Accrued Liabilities               208,175         92,058          145,809
 Taxes Other Than Federal   
 Inicome Taxes                     234,891        112,621          200,399
 Notes Payable
Current Portion of
 Long-Term Debt.                 1,009,425        271,282          996,925  

TOTAL CURRENT LIABILITIES        2,027,944      1,118,260        1,860,720  

LONG-TERM LIABILITIES
 
 Notes & Mortgages Payable       7,163,701      4,367,113        6,931,165    
  
TOTAL LONG-TERM LIABILITIES      7,163,701      4,367,113        6,931,165  
 
TOTAL LIABILITIES                9,191,645      5,485,373        8,791,885  

STOCKHOLDER'S EQUITY
 Common Stock, par value $0.50 per
 share; authorized - shares;       791,782        791,782          791,782
 Additional Paid-In      
 Capital                         1,032,290      1,032,290        1,032,290   
 Retained Earnings                 374,231        390,973          262,758  

TOTAL STOCKHOLDERS EQUITY        2,198,303      2,215,045        2,086,830

TOTAL LIABILITIES AND 
STOCKHOLDERS EQUITY             11,389,948      7,700,418       10,878,715
                        
                                                                               
</TABLE>
                       

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<PAGE>

 
                      UPTOWNER INNS, INC., AND SUBSIDIARIES
                    CONSOLIDATED INCOME STATEMENT (UNAUDITED)
                     FOR THE THREE MONTHS ENDED SEPTEMBER 30
<TABLE>
                                            3 MONTHS         3 MONTHS         
                                             9/30/98          9/30/97   
<S>                                     <C>              <C>
REVENUES:                              
 Rooms                                   $   391,595      $   249,312   
 Food & Beverage                              75,370           62,509
 Telephone                                     8,690            7,826         
 Rents                                        60,074           64,934 
 Other                                        25,756            7,742    
TOTAL REVENUE                                561,485          392,323    

COSTS AND EXPENSES:
 Operating Departments
  Cost of Sales                               37,749           33,062
  Salaries & Wages                           188,930          103,009  
  Other                                       49,450           28,936
 General Admin.                               34,760           15,230
 Advertising                                  10,350            9,853
 Utilities                                    39,851           31,646
 Repair & Maintenance                         20,354           15,846
 Interest                                    113,922           49,604
 Taxes & Licenses                             50,296           39,607
 Insurance                                    21,645           12,954
 Deprec. & Amort.                             58,413           51,955     

TOTAL COST AND EXPENSE                       625,720          391,702     

OPERATING INCOME                             (64,235)             621
OTHER INCOME (EXPENSE)
Interest Income                                  550             -0-   
Gain on Sale of Assets                       175,158   
                                             175,708    
NET INCOME (LOSS) BEFORE TAXES               111,473              621           
FEDERAL INCOME TAXES AND PENALTIES 
 Provision for Taxes on Income                  -0-              -0-   
 Deferred Federal Income Taxes                  -0-              -0- 
 Tax Penalties                                  -0-              -0-       
TOTAL FEDERAL INCOME TAXES                      -0-              -0-       
TOTAL NET INCOME                             111,473              621          
EARNINGS PER SHARE                              .07              .00      
DIVIDENDS PER SHARE                      $      -0-        $     -0-       
</TABLE>


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<PAGE>       

                      UPTOWNER INNS, INC., AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                   FOR THE THREE MONTHS ENDED SEPTEMBER 30
                                       
<TABLE>
<S>                                        <C>                <C> 
                                                 1998               1997        
Cash Flow From Operating Activities:
 Net Income (Accrual Basis; from
  Statement of Income                       $   111,473        $      621 
 Add (Deduct) to Reconcile Net Income to  
  Net Cash Flow:
  Accts. Receivables (Increase) Decrease        (97,121)           (2,894)   
   Inventories (Increase) Decrease               (7,874)           (1,000)
   Prepaid Expenses Decrease (Increase)          20,420             9,790
   Accounts Payable (Decrease) Increase          57,866             6,988 
   Accrued Liabilities (Decrease) Increase       62,366           (11,302)
  Taxes Other Than Federal Income Tax
   Increase (Decrease)                           34,492           (77,711) 
   Deposits (Decrease)                              542              -0-
   Depreciation and
      Amortization Expense                       58,413            51,955   
   Gain on Sale of Assets                      (175,158)             -0-       
NET CASH OUTFLOW FROM OPERATIONS                 65,419           (23,553)    

Cash Flow from Investing Activities:
   Cash Inflows:                                        
     Proceeds From Sale of Real Estate          184,523              -0-
     Collection of Note                           2,084              -0-
  Cash Outflows:
     Paid for Operational Assets & Other       (348,011)       (1,262,299)  
NET CASH INFLOW (OUTFLOW) FROM INVESTING
  ACTIVITIES                                   (161,404)       (1,262,299)  

Cash Flow from Financing Activities:
  Cash Outflows:
    Loan Proceeds                               315,245         1,262,299
    Payment on Notes and Mortgages              (70,209)          (16,287)  
NET CASH INFLOW (OUTFLOW) FROM FINANCING 
    ACTIVITIES                                  245,036         1,246,012  
Net Increases (Decreases) in Cash Plus Cash
   Equivalents for the Three Months             149,051           (39,840)    
Cash Plus Cash Equivalents at July 1             90,015           245,427   
Cash Plus Cash Equivalents at September 30      239,066           205,587   
                                                                              
Cash Pd for Interest in the Three Months         87,581            48,409   
                                                                            
Cash Pd for Income Taxes in The Three Months       -0-               -0-      

</TABLE>
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<PAGE>

                       UPTOWNER INNS, INC., AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998



     1.  The financial statements presented reflect UpTowner Inns, Inc.,
         and its consolidated subsidiaries:  Motel and Restaurant Supply.

     2.  The foregoing statements are unaudited; however, in the opinion 
         of Management, all adjustments (comprising only normal recurring
         accruals) necessary for a fair presentation of the financial 
         statements have been included.  A summary of the Corporation's
         significant accounting policies is set forth in Note 1 to the 
         Consolidated Financial Statements in the Corporation's Annual
         Report to shareholders and Form 10-K for June 30, 1998.
 

                                 


























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<PAGE>


                    UPTOWNER INNS, INC., AND SUBSIDIARIES
                   MANAGEMENTS DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          SEPTEMBER 30, 1998
  
     The quarter ending September 30, 1998 resulted in earnings per share
of $.07 which was an increase over the comparable period in 1997 that
resulted in an approximate break-even. Revenues were up 43% due to the
opening in last August of the new facility (135 room Holiday Inn
Hotel & Suites).  The new hotel has a successful operation to the end
of the quarter that increased Room Revenues 57%, Food and Beverage 21%
and Telephone Income 11%, Other Income was up 233%.  Rent Revenues
declined 7% due to the sale of real estate in July .  This sale created
a gain of $175,158 and was the basis for the reported profit.  The
operating income was a loss of $64,235 compared to $621 profit in 
the 1997 period.  While revenues increased due to the new hotel,
expenses increased greatly as well.  Total expenses were up 60% over
1997's first quarter.  All categories were up and especially Salaries &
Wages (up 83%), General & Administrative (up 128%), Interest (up 130%),
Insurance (up 67%), and Other Expenses (up 71%).  The overhead of the
new hotel will be relatively higher, but the revenue potential is
higher (approximately $80 per room per day compared to about $50 per
room for the older facility).  

     The Statement of Cash Flows reflects an increase in cash due
mainly to borrowed funds.  The current ratio decreased from .25 to .20
indicating a further deterioration of the liquidity of the company. 
The near future will not result in any significant improvement due
to expected declines in revenues for the season of the year. 
Continued efforts to restructure debt may yield some benefit, but it
would likely take many months before any significant improvements would
be expected.
      


















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<PAGE>


                     UPTOWNER INNS, INC., AND SUBSIDIARIES

                                  SIGNATURES

                             SEPTEMBER 30, 1998





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

                                            UPTOWNER INNS, INC.
                                                (Registrant)




     Date: January 27, 1999             By   /s/ Violet Midkiff        
                                               Violet Midkiff
                                               President



    Date: January 27, 1999              By   /s/ James R. Camp         
                                               James R. Camp
                                               Treasurer



               




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