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, 2004

              |_| 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. 002-96666

                   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 29, 2004
------------------------------
Common stock, $0.01 par value                4,326,929

(This document contains 39 pages)

<PAGE>

                   CANAL CAPITAL CORPORATION AND SUBSIDIARIES
                           FORM 10-Q JANUARY 31, 2004

                                      INDEX

The following documents are filed as part of this report:

Accountants' Review Report ................................................    3

Part I - Financial Information ............................................    4

Item I.  Condensed Financial Statements:

     Consolidated Balance Sheets - January 31, 2004
       and October 31, 2003 ...............................................    5

     Statements of Consolidated Operations and
       Comprehensive (Loss) Income for the Three Month
       Periods ended January 31, 2004 and 2003 ............................    7

     Statements of Consolidated Changes in
       Stockholders' Equity for the Three Month and
       One Year Periods ended January 31, 2004 and
       October 31, 2003 ...................................................    9

     Statements of Consolidated Cash Flows for the
       Three Month Periods ended January 31, 2004 and
       2003 ...............................................................   10

     Notes to Consolidated Financial Statements ...........................   11

Item II.  Management's Discussion and Analysis of
          Financial Condition .............................................   24

     Liquidity and Capital Resources ......................................   29

     Other Factors ........................................................   30

Item III.  Quantitative and Qualitative Disclosures
           About Market Risk ..............................................   30

Item IV.   Controls and Procedures ........................................   31

Part II - Other Information ...............................................   32

     Items 1 through 6 ....................................................   33

     Signatures and Certifications ........................................   34


                                        2
<PAGE>

                           ACCOUNTANTS' REVIEW REPORT

To the Stockholders of Canal Capital Corporation:

We have reviewed the consolidated balance sheet of Canal Capital Corporation and
subsidiaries as of January 31, 2004, the related consolidated statements of
operations and comprehensive (loss) income for the three month period ended
January 31, 2004 and the consolidated statements of changes in stockholders'
equity and cash flows for the three month period ended January 31, 2004. These
consolidated financial statements are the responsibility of the company's
management.

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

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

The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has suffered recurring losses from operations in eight of the last
ten years and is obligated to continue making substantial annual contributions
to its defined benefit pension plan and has joint and several liability on its
lease for commercial space. All of these matters raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. 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.


New York, N.Y.                           /S/ Todman & Co., CPA's,P.C.
March 12, 2004                           ----------------------------
                                         TODMAN & CO., CPA's,P.C.
                                         Certified Public Accountants (N.Y.)


                                        3
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


                                        4
<PAGE>

                           CANAL CAPITAL CORPORATION & SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
                            JANUARY 31, 2004 AND OCTOBER 31, 2003

<TABLE>
<CAPTION>
                                                            JANUARY 31,      OCTOBER 31,
                                                               2004             2003
                                                            (UNAUDITED)       (AUDITED)
                                                            -----------      ----------
<S>                                                          <C>             <C>
ASSETS:

CURRENT ASSETS:

       CASH AND CASH EQUIVALENTS                             $    5,081      $   14,191
       NOTES AND ACCOUNTS RECEIVABLE, NET OF AN
         ALLOWANCE FOR DOUBTFUL ACCOUNTS OF $ZERO AT
         BOTH JANUARY 31, 2004 AND OCTOBER 31, 2003,            166,764         131,836
       ART INVENTORY, NET OF A VALUATION ALLOWANCE OF
         $1,157,400 AND $1,157,400 AT JANUARY 31,
         2004 AND OCTOBER 31, 2003, RESPECTIVELY                250,000         250,000
       STOCKYARDS INVENTORY                                       9,595          11,412
       PREPAID EXPENSES                                         117,105          69,168
                                                             ----------      ----------

            TOTAL CURRENT ASSETS                                548,545         476,607
                                                             ----------      ----------

NON-CURRENT ASSETS:

       PROPERTY ON OPERATING LEASES, NET OF
             ACCUMULATED DEPRECIATION OF $1,234,133
             AND $1,199,723 AT JANUARY 31, 2004 AND
             OCTOBER 31, 2003, RESPECTIVELY                   2,826,547       2,874,457
                                                             ----------      ----------

       PROPERTY USED IN STOCKYARD OPERATIONS, NET OF
             ACCUMULATED DEPRECIATION OF $135,177 AND
             $130,041 AT JANUARY 31, 2004 AND OCTOBER
             31, 2003, RESPECTIVELY                           1,130,920       1,136,056
                                                             ----------      ----------

       ART INVENTORY NON-CURRENT, NET OF A
             VALUATION ALLOWANCE OF $589,650
             AND $617,350 AT JANUARY 31, 2004
             AND OCTOBER 31, 2003, RESPECTIVELY                 449,838         459,671
                                                             ----------      ----------

OTHER ASSETS:

       PROPERTY HELD FOR DEVELOPMENT OR RESALE                  899,679         899,679
       RESTRICTED CASH - TRANSIT INSURANCE                       69,653          58,729
       DEFERRED LEASING AND FINANCING COSTS                      15,680          16,006
       DEPOSITS AND OTHER                                       221,031         221,031
                                                             ----------      ----------

                                                              1,206,043       1,195,445
                                                             ----------      ----------

                                                             $6,161,893      $6,142,236
                                                             ==========      ==========
</TABLE>


                                        5
<PAGE>

                    CANAL CAPITAL CORPORATION & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      JANUARY 31, 2004 AND OCTOBER 31, 2003

<TABLE>
<CAPTION>
                                                          JANUARY 31,        OCTOBER 31,
                                                             2004               2003
                                                          (UNAUDITED)         (AUDITED)
                                                         ------------       ------------
<S>                                                      <C>                <C>
LIABILITIES & STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:

       ACCOUNTS PAYABLE AND ACCRUED EXPENSES             $    799,133       $    755,110
       INCOME TAXES PAYABLE                                     3,052             10,000
                                                         ------------       ------------

         TOTAL CURRENT LIABILITIES                            802,185            765,110
                                                         ------------       ------------

NON-CURRENT LIABILITIES:

       LONG-TERM PENSION LIABILITY                            841,450            907,573
       REAL ESTATE TAXES PAYABLE                              389,450            300,000
                                                         ------------       ------------

         TOTAL NON-CURRENT LIABILITIES                      1,230,900          1,207,573
                                                         ------------       ------------

LONG-TERM DEBT, RELATED PARTY                               2,767,000          2,767,000
                                                         ------------       ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:

  PREFERRED STOCK, $0.01 PAR VALUE:
       10,000,000 SHARES AUTHORIZED; 5,443,979 AND
       5,443,979 SHARES ISSUED AND OUTSTANDING
       AT JANUARY 31, 2004 AND OCTOBER 31, 2003,
       RESPECTIVELY AND AGGREGATE LIQUIDATION
       PREFERENCE OF $10 PER SHARE FOR $54,439,790
       AND $54,439,790 AT JANUARY 31, 2004 AND
       OCTOBER 31, 2003, RESPECTIVELY                          54,440             54,440

  COMMON STOCK, $0.01 PAR VALUE:
       10,000,000 SHARES AUTHORIZED; 5,313,794
       SHARES ISSUED AND 4,326,929 SHARES OUT-
       STANDING AT JANUARY 31, 2004 AND OCTOBER 31,
       2003, RESPECTIVELY                                      53,138             53,138

  ADDITIONAL PAID-IN CAPITAL                               28,041,497         28,018,997

  ACCUMULATED DEFICIT                                     (13,468,179)       (13,404,934)

  986,865 SHARES OF COMMON STOCK
         HELD IN TREASURY, AT COST                        (11,003,545)       (11,003,545)

  COMPREHENSIVE INCOME:
    PENSION VALUATION RESERVE                              (2,315,543)        (2,315,543)
                                                         ------------       ------------

                                                            1,361,808          1,402,553
                                                         ------------       ------------

                                                         $  6,161,893       $  6,142,236
                                                         ============       ============
</TABLE>


                                        6
<PAGE>

                    CANAL CAPITAL CORPORATION & SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME
              FOR THE THREE MONTHS ENDED JANUARY 31, 2004 AND 2003

                                             2004           2003
                                         (UNAUDITED)     (UNAUDITED)
                                         -----------     -----------

STOCKYARD OPERATIONS:

 STOCKYARD REVENUES:
    YARD HANDLING AND AUCTION             $  787,695      $1,001,911
    FEED AND BEDDING INCOME                   43,152          62,888
    RENTAL INCOME                              1,501           1,024
    OTHER INCOME                              32,714          35,908
                                          ----------      ----------

                                             865,062       1,101,731
                                          ----------      ----------

STOCKYARD EXPENSES:
    LABOR AND RELATED COSTS                  342,952         365,217
    OTHER OPERATING AND MAINTENANCE          198,262         192,810
    FEED AND BEDDING EXPENSE                  34,643          53,859
    DEPRECIATION AND AMORTIZATION              5,136           5,266
    TAXES OTHER THAN INCOME TAXES             43,128          46,888
    GENERAL AND ADMINISTRATIVE                91,750         118,679
                                          ----------      ----------

                                             715,871         782,719
                                          ----------      ----------

INCOME FROM STOCKYARD OPERATIONS             149,191         319,012
                                          ----------      ----------

REAL ESTATE OPERATIONS:

 REAL ESTATE REVENUES:
    SALE OF REAL ESTATE                       58,873         117,000
    EXCHANGE BUILDING RENTAL INCOME          102,325         116,006
    OUTSIDE REAL ESTATE RENT                 127,601         123,700
    OTHER INCOME                                   0               0
                                          ----------      ----------

                                             288,799         356,706
                                          ----------      ----------

 REAL ESTATE EXPENSES:
    COST OF REAL ESTATE SOLD                  38,382          55,547
    LABOR, OPERATING AND MAINTENANCE          88,377         105,210
    DEPRECIATION AND AMORTIZATION             32,550          32,319
    TAXES OTHER THAN INCOME TAXES             37,500          37,200
    GENERAL AND ADMINISTRATIVE                12,994          12,283
                                          ----------      ----------

                                             209,803         242,559
                                          ----------      ----------

INCOME FROM REAL ESTATE OPERATIONS            78,996         114,147
                                          ----------      ----------


                                        7
<PAGE>

                    CANAL CAPITAL CORPORATION & SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME
              FOR THE THREE MONTHS ENDED JANUARY 31, 2004 AND 2003
                                  Continued ...

                                               2004              2003
                                            (UNAUDITED)       (UNAUDITED)
                                            -----------       -----------

GENERAL AND ADMINISTRATIVE EXPENSE             (204,217)         (213,734)
                                            -----------       -----------

INCOME FROM OPERATIONS                           23,970           219,425
                                            -----------       -----------

OTHER (EXPENSE) INCOME:

  INTEREST & OTHER INCOME                            16                72
  INTEREST EXPENSE                              (69,333)          (66,675)
  INCOME FROM ART SALES                           4,602            32,723
  REALIZED GAIN (LOSS) ON INVESTMENTS                 0                 0
  OTHER EXPENSE                                       0                 0
                                            -----------       -----------

                                                (64,715)          (33,880)
                                            -----------       -----------

(LOSS) INCOME BEFORE PROVISION FOR
  INCOME TAXES                                  (40,745)          185,545

PROVISION FOR INCOME TAXES                            0                 0
                                            -----------       -----------

NET (LOSS) INCOME                               (40,745)          185,545

OTHER COMPREHENSIVE (LOSS) INCOME:

  MINIMUM PENSION LIABILITY ADJUSTMENT                0                 0
                                            -----------       -----------

COMPREHENSIVE (LOSS) INCOME                 $   (40,745)      $   185,545
                                            ===========       ===========

(LOSS) INCOME PER COMMON SHARE - BASIC
  AND DILUTED                               $     (0.02)      $      0.03
                                            ===========       ===========

AVERAGE SHARES OUTSTANDING - BASIC
  AND DILUTED                                 4,327,000         4,327,000
                                            ===========       ===========


                                        8
<PAGE>

                   CANAL CAPITAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                FOR THE YEAR ENDED OCTOBER 31, 2003 (AUDITED) AND
             FOR THE THREE MONTHS ENDED JANUARY 31, 2004 (UNAUDITED)

<TABLE>
<CAPTION>
                                        COMMON STOCK                   PREFERRED STOCK
                                    NUMBER                          NUMBER
                                      OF                              OF
                                    SHARES        AMOUNT            SHARES         AMOUNT
<S>                               <C>             <C>              <C>             <C>
BALANCE, OCTOBER 31, 2002         5,313,794       $53,138          5,647,993       $56,480
 NET (LOSS)                               0             0                  0             0
 PREFERRED STOCK REPURCHASE               0             0           (992,255)       (9,922)
 PREFERRED STOCK DIVIDEND                 0             0            788,241         7,882
 MINIMUM PEN. LIAB. ADJ.                  0             0                  0             0
                                  -----------------------          -----------------------

BALANCE, OCTOBER 31, 2003         5,313,794       $53,138          5,443,979       $54,440
 NET (LOSS)                               0             0                  0             0
 PREFERRED STOCK REPURCHASE               0             0                  0             0
 PREFERRED STOCK DIVIDEND                 0             0                  0             0
 MINIMUM PEN. LIAB. ADJ.                  0             0                  0             0
                                  -----------------------          -----------------------

BALANCE, JANUARY 31, 2004         5,313,794       $53,138          5,443,979       $54,440
                                  =======================          =======================

<CAPTION>
                                 ADDITIONAL                                           TREASURY
                                   PAID-IN        ACCUMULATED      COMPREHENSIVE        STOCK,
                                   CAPITAL          DEFICIT        (LOSS) INCOME       AT COST
<S>                              <C>              <C>                <C>             <C>
BALANCE, OCTOBER 31, 2002        $27,958,498      ($12,709,864)      ($2,375,399)    ($11,003,545)
 NET (LOSS)                                0          (537,341)                0                0
 PREFERRED STOCK REPURCHASE          (89,303)                0                 0                0
 PREFERRED STOCK DIVIDEND            149,802          (157,729)                0                0
 MINIMUM PEN. LIAB. ADJ.                   0                 0            59,856                0
                                 -----------      ------------       -----------     ------------

BALANCE, OCTOBER 31, 2003        $28,018,997      ($13,404,934)      ($2,315,543)    ($11,003,545)
 NET (LOSS)                                0           (40,745)                0                0
 PREFERRED STOCK REPURCHASE                0                 0                 0                0
 PREFERRED STOCK DIVIDEND             22,500           (22,500)                0                0
 MINIMUM PEN. LIAB. ADJ.                   0                 0                 0                0
                                 -----------      ------------       -----------     ------------
BALANCE, JANUARY 31, 2004        $28,041,497      ($13,468,179)      ($2,315,543)    ($11,003,545)
                                 ===========      ============       ===========     ============
</TABLE>


                                        9
<PAGE>

                    CANAL CAPITAL CORPORATION & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED JANUARY 31, 2004 AND 2003
                                   (UNAUDITED)

                                                   2004              2003
                                                 --------         ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
  NET (LOSS) INCOME                              $(40,745)        $ 185,545
                                                 --------         ---------

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

   DEPRECIATION AND AMORTIZATION                   39,546            40,759
   GAIN  ON SALES OF REAL ESTATE                  (20,491)          (61,453)
   VALUATION RESERVE ART INVENTORY                (27,700)                0

CHANGES IN ASSETS AND LIABILITIES:

   NOTES AND ACCOUNTS RECEIVABLES, NET            (34,928)          (44,489)
   ART INVENTORY, NET                               9,833            63,500
   PREPAID EXPENSES AND OTHER, NET                (30,573)          (22,480)
   PAYABLES AND ACCRUED EXPENSES, NET              37,075          (193,061)
                                                 --------         ---------

NET CASH (USED) BY OPERATING
   ACTIVITIES                                     (67,983)          (31,679)
                                                 --------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

  PROCEEDS FROM SALES OF REAL ESTATE               58,873           117,000
  CAPITAL EXPENDITURES                                  0           (42,496)
                                                 --------         ---------

NET CASH PROVIDED BY INVESTING
  ACTIVITIES                                       58,873            74,504
                                                 --------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

  PROCEEDS FROM LONG-TERM DEBT-RELATED
    PARTIES                                             0                 0
  REPAYMENT OF SHORT-TERM BORROWINGS                    0                 0
  REPAYMENT OF LONG-TERM DEBT OBLIGATIONS               0                 0
                                                 --------         ---------
NET CASH (USED) BY FINANCING ACTIVITIES                 0                 0
                                                 --------         ---------

NET (DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS                                      (9,110)           42,825

CASH AND CASH EQUIVALENTS AT BEGN OF YEAR          14,191           139,057
                                                 --------         ---------

CASH AND CASH EQUIVALENTS AT END OF YEAR         $  5,081         $ 181,882
                                                 ========         =========

NOTE: CANAL MADE FEDERAL AND STATE INCOME TAX PAYMENTS OF $7,000 AND $10,000 AND
      INTEREST PAYMENTS OF $69,000 AND $67,000 IN THE THREE MONTH PERIODS ENDED
      JANUARY 31, 2004 AND 2003, RESPECTIVELY.


                                       10
<PAGE>

                   CANAL CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED JANUARY 31, 2004
                                   (UNAUDITED)

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

      Canal Capital Corporation ("Canal"), incorporated in the state of Delaware
in 1964, commenced business operations through a predecessor in 1936.

      Canal is engaged in two distinct businesses - stockyard and real estate
operations.

      Stockyard Operations - As a result of an August 1, 1999 asset purchase
agreement, Canal now operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota (collectively the "Stockyards").
Public stockyards act much like a securities exchange, providing markets for all
categories of livestock and fulfilling the economic functions of assembly,
grading, and price discovery. The livestock handled by the Company's stockyards
include cattle, hogs, and sheep. Cattle and hogs may come through the stockyard
facilities at two different stages, either as feeder livestock or slaughter
livestock. The Company's stockyards provide all services and facilities required
to operate an independent market for the sale of livestock, including veterinary
facilities, auction arenas, auctioneers, weigh masters and scales, feed and
bedding, and security personnel. In addition, the stockyards provide other
services including pure bred and other specialty sales for producer
organizations. The Company promotes its stockyard business through public
relations efforts, advertising, and personal solicitation of producers.

      Actual marketing transactions at a stockyard are managed for livestock
producers by market agencies and independent commission sales people to which
the livestock are consigned for sale. These market agencies (some of which are
owned and operated by the Company) and independent sales people receive
commissions from the seller upon settlement of a transaction and the stockyard
receives a yardage fee on all livestock using the facility which is paid within
twenty-four hours of the sale. Yardage fees vary depending upon the type of
animal, the extent of services provided by the stockyard, and local competition.
Yardage revenues are not directly dependent upon market prices, but rather are a
function of the volume of livestock handled. In general, stockyard livestock
volume is dependent upon conditions affecting livestock production and upon the
market agencies and independent commission sales people which operate at the
stockyards. Stockyard operations are seasonal, with greater volume generally
experienced during the first and fourth quarters of each fiscal year, during
which periods livestock is generally brought to market.

      Virtually all of the volume at Canal's Sioux Falls stockyards is handled
through market agencies and independent commission sales people, while the St.
Joseph stockyards has solicitation operations of its own which


                                       11
<PAGE>

account for approximately 50% of its livestock volume annually. Canal intends to
continue its soliciting efforts at its St. Joseph stockyards in fiscal 2004.
Further, Canal tries to balance its dependence on market agencies and
independent commission sales people in various ways, including: developing
solicitation operations of its own; direct public relations; advertising and
personal solicitation of producers on behalf of the stockyards; providing
additional services at the stockyards to attract sellers and buyers; and
providing incentives to market agencies and independent commission sales people
for increased business.

      Real Estate Operations - Canal's real estate properties located in five
Midwest states are primarily associated with its current and former agribusiness
related operations. Each property is adjacent to a stockyards operation (two of
which are operated by the company) and consist, for the most part, of an
Exchange Building (commercial office space), land and structures leased to third
parties (meat packing facilities, rail car repair shops, truck stops, lumber
yards and various other commercial and retail businesses) as well as vacant land
available for development or resale. Its principal real estate operating
revenues are derived from rental income from its Exchange Buildings, lease
income from land and structures leased to various commercial and retail
enterprises and proceeds from the sale of real estate properties. In addition to
selling what was excess stockyard property, the company entertains any offers to
purchase, develop and restructure real estate lots surrounding its existing
operating lease properties, stockyard operating properties and properties held
for development or resale in order to enhance the value of the existing
properties and surrounding real estate.

      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 eight of the last ten years and is obligated to continue making
substantial annual contributions to its defined benefit pension plan. In
addition, Canal has joint and several liability on its lease for commercial
space in New York City. At January 31, 2004, Canal was current under its
obligation, however, the group was approximately $110,000 in arrears on this
lease (see Notes 7 & 11). The financial statements do not include any
adjustments that might result from the resolution of these 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 operating
expenses and plans to continue its program to develop or sell the property it
holds for development or resale as well as 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.


                                       12
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      A) Principles of Consolidation -- The consolidated financial statements
include the accounts of Canal Capital Corporation ("Canal") and its wholly-
owned subsidiaries ("the Company"). All material intercompany balances and
transactions have been eliminated in consolidation.

      B) Investments in Joint Ventures -- Investments in which ownership
interest range from 20% to 50% or less owned joint ventures are accounted for
under the equity method. These joint ventures are not, in the aggregate,
material in relation to the financial position or results of operations of
Canal. The carrying amount of such investments was $111,000 at both January 31,
2004 and October 31, 2003, and is included in other assets. The operating
results of joint ventures accounted for on the equity method, for the three
month periods ended January 31, 2004 and 2003 were not material to financial
statement presentation and were therefore included in other income from real
estate operations.

      C) Deferred Leasing and Financing Costs -- Costs incurred in obtaining new
leases and long-term financing are deferred and amortized over the terms of the
related leases or debt agreements, as applicable.

      D) Properties and Related Depreciation -- Properties are stated at cost
less accumulated depreciation. Depreciation is provided on the straight-line
method over the estimated useful lives of the properties. Such lives are
estimated from 35 to 40 years for buildings and from 5 to 20 years for
improvements and equipment.

            Property held for Development or Resale -- Property held for
development or resale consist of approximately 71 acres located in the midwest
of undeveloped land not currently utilized for corporate purposes nor included
in any of the present operating leases. The Company constantly evaluates
proposals received for the purchase, leasing or development of this asset. The
land is valued at cost which does not exceed the net realizable value.

            Long-Lived Assets - The Company reviews the impairment of long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. The Company considers historical
performance and future estimated results in its evaluation of potential
impairment and then compares the carrying amount of the assets to the estimated
future cash flows expected to result from the use of the asset. The measurement
of the loss, if any, will be calculated as the amount by which the carrying
amount of the asset exceeds the fair value of the asset.

      E) Expenditures for maintenance and repairs are charged to operations as
incurred. Significant renewals and betterments are capitalized. When properties
are sold or otherwise disposed of, the cost and related accumulated depreciation
are removed from the accounts and any gain or loss is reflected in current
income.


                                       13
<PAGE>

      F) Art Inventory Held for Sale - Inventory of art is valued at the lower
of cost, including direct acquisition and restoration expenses, or net
realizable value on a specific identification basis. Net realizable value is
determined in part by independent appraisal. Independent appraisals covered
approximately 31% and 22% of the inventory value at October 31, 2003 and 2002,
respectively. The remaining 69% and 78% at October 31, 2003 and 2002,
respectively was estimated by management based in part on the independent
appraisals done. However, because of the nature of art inventory, such
determination is very subjective and, therefore, the estimated values could
differ significantly from the amount ultimately realized.

            The cost of art is generally specified on the purchase invoice. When
individual art is purchased as part of a group or collection of art, cost is
allocated to individual pieces by management using the information available to
it. A significant portion of the art inventory remains in inventory longer than
a year. Consequently, for financial statement purposes, Canal has classified a
portion of its inventory as non-current assets. Antiquities and contemporary art
represented 27% ($189,122) and 73% ($510,716) and 27% ($189,122) and 73%
($520,549) of total art inventory at January 31, 2004 and 2003, respectively.
Substantially all of the contemporary art inventory held for resale is comprised
of the work of Jules Olitski.

      G) Income Taxes -- Canal and its subsidiaries file a consolidated Federal
income tax return. The Company accounts for income taxes under the liability
method. Under this method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities.

      H) Stockyard Inventory - Inventory is stated at the lower of cost or
market. Cost is determined using the first-in, first-out method.

      I) Accounting Estimates -- The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

      J) Revenue Recognition -- Lease and rental revenues are recognized ratably
over the period covered. All real estate leases are accounted for as operating
leases. Revenues from real estate sales are recognized generally when title to
the property passes. Revenues from stockyard operations which consist primarily
of yardage fees (a standard per head charge for each animal sold through the
stockyards) and sale of feed and bedding are recognized at the time the service
is rendered or the feed and bedding are delivered.


                                       14
<PAGE>

            Other Income (Expense) Items -- Art sales are recognized using the
specific identification method, when the piece is shipped to the purchaser. Art
owned by Canal which is on consignment, joint venture, or being examined in
contemplation of sale is not removed from inventory and not recorded as a sale
until notice of sale or acceptance has been received. The sale of investments
available for sale, if any, are recognized, on a specific identification method,
on a trade date basis.

      K) Statements of Cash Flows -- The company considers all short-term
investments with a maturity of three months or less to be cash equivalents. Cash
equivalents primarily include bank, broker and time deposits with an original
maturity of less than three months. These investments are carried at cost, which
approximates market value. Canal made federal and state income tax payments of
$7,000 and $10,000 and interest payments of $69,000 and $67,000 for the three
month periods ended January 31, 2004 and 2003, respectively.

      L) Comprehensive Income -- The Company's only adjustments for each
classification of the comprehensive income was for minimum pension liability.

      M) Earnings (Loss) Per Share -- Basic earnings (loss) per share is
computed by dividing the net income (loss) applicable to common shares by the
weighted average of common shares outstanding during the period. Diluted
earnings (loss) per share adjusts basic earnings (loss) per share for the
effects of convertible securities, stock options and other potentially dilutive
financial instruments, only in the period in which such effect is dilutive.
There were no dilutive securities in any of the periods presented herein. The
shares issuable upon the exercise of stock options are excluded from the
calculation of net income (loss) per share as their effect would be
antidilutive.

      N) Reclassification -- Certain prior year amounts have been reclassified
to conform to the current year presentation.

      O) Recent Accounting Pronouncements -- In June 2002, the FASB issued SFAS
No. 146, Accounting for Costs Associated with Exit and Disposal Activities. SFAS
No. 146 nullifies Emerging Issues Task Force ("EITF") issue 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring). Under EITF issue
94-3, a liability for an exit cost is recognized at the date of an entity's
commitment to an exit plan. Under SFAS No. 146, the liabilities associated with
an exit or disposal activity will be measured at fair value and recognized when
the liability is incurred and meets the definition of a liability in the FASB's
conceptual framework. This statement is effective for exit or disposal
activities initiated after December 31, 2002. We believe the adoption of SFAS
No. 146 will not have a material impact on our financial statements.

      In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity. This
Statement establishes standards for classifying and measuring as liabilities
certain financial instruments that embody obligations of the


                                       15
<PAGE>

issuer and have characteristics of both liabilities and equity. The provisions
of SFAS No. 150 are effective for all financial instruments created or modified
after May 31, 2003, and otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. The adoption of SFAS No. 150 will
not have a material impact on our consolidated financial statements.

      In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, Consolidation of Variable Interest Entities, and
interpretation of Accounting Research Bulletin No. 51 ("FIN 46"). FIN 46
requires the consolidation of variable interest entities in which an enterprise
absorbs a majority of the entity's expected losses, receives a majority of the
entity's expected residual returns, or both, as a result of ownership,
contractual or other financial interests in the entity. Currently, entities are
generally consolidated by an enterprise that has a controlling financial
interest through ownership of a majority of the voting interest in the entity.
We will adopt FIN 46 as of January 31, 2004. The adoption of FIN 46 will not
have a material impact on our consolidated financial statements.

      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, 2004 and the results of
its operations and its cash flows for the three month period ended January 31,
2004. 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, 2003 and the notes thereto which are contained in Canal's 2003
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 2004.

4. STOCKYARD OPERATIONS

      As a result of an August 1, 1999 asset purchase agreement, Canal now
operates two central public stockyards located in St. Joseph, Missouri and Sioux
Falls, South Dakota (collectively the "Stockyards"). Public stockyards act much
like a securities exchange, providing markets for all categories of livestock
and fulfilling the economic functions of assembly, grading and price discovery.
The livestock handled by the stockyards include cattle, hogs and sheep. Cattle
and hogs may come through the stockyard facilities at two different stages,
either as feeder livestock or slaughter livestock.


                                       16
<PAGE>

The Company's stockyards provide all services and facilities required to operate
an independent market for the sale of livestock, including veterinary
facilities, auction arenas, auctioneers, weigh masters and scales, feed and
bedding, and security personnel. In addition, the stockyards provide other
services including pure bred and other specialty sales for producer
organizations. The Company promotes its stockyard business through public
relations efforts, advertising, and personal solicitation of producers.

      Actual marketing transactions at a stockyard are managed for livestock
producers by market agencies and independent commission sales people to which
the livestock are consigned for sale. These market agencies (some of which are
owned and operated by the Company) and independent sales people receive
commissions from the seller upon settlement of a transaction and the stockyard
receives a yardage fee on all livestock using the facility which is paid within
twenty-four hours of the sale. Yardage fees vary depending on the type of
animal, the extent of services provided by the stockyard, and local competition.
Yardage revenues are not directly dependent upon market prices, but rather are a
function of the volume of livestock handled. In general, stockyard livestock
volume is dependent upon conditions affecting livestock production and upon the
market agencies and independent commission sales people which operate at the
stockyards. Stockyard operations are seasonal, with greater volume generally
experienced during the first and fourth quarters of each fiscal year, during
which periods livestock is generally brought to market.

      As discussed above, virtually all of the volume at Canal's Sioux Falls
stockyards is handled through market agencies or independent commission sales
people, while the St. Joseph stockyards has solicitation operations of its own
which accounts for approximately 50% of its livestock volume annually. Canal
intends to continue its soliciting efforts at its St. Joseph stockyards in
fiscal 2004. Further, Canal tries to balance its dependence on market agencies
and independent commission sales people in various ways, including developing
solicitation operations of its own; direct public relations advertising and
personal solicitation of producers on behalf of the stockyards; providing
additional services at the stockyards to attract sellers and buyers; and
providing incentives to market agencies and independent commission sales people
for increased business.

      Canal maintains an inventory of feed and bedding which is comprised
primarily of hay, corn and straw. The value of this inventory was $10,000 and
$11,000 at January 31, 2004 and October 31, 2003, respectively.

      Stockyard operations resulted in operating income of $149,000 and $319,000
for the three month periods ended January 31, 2004 and 2003, respectively.
Additionally, stockyard operations contributed $865,000 and $1,102,000 to
Canal's revenues for the three month periods ended January 31, 2004 and 2003,
respectively.


                                       17
<PAGE>

5. REAL ESTATE OPERATIONS

      Canal's real estate properties located in five Midwest states are
primarily associated with its current and former agribusiness related
operations. Each property is adjacent to a stockyards operation (two of which
are operated by the Company) and consist, for the most part, of an Exchange
Building (commercial office space), land and structures leased to third parties
(meat packing facilities, railcar repair shops, lumber yards and various other
commercial and retail businesses) as well as vacant land available for
development or resale. Its principal real estate operating revenues are derived
from rental income from its Exchange Buildings, lease income from land and
structures leased to various commercial and retail enterprises and proceeds from
the sale of real estate properties.

      Real estate operations resulted in operating income of $79,000 and
$114,000 for the three month periods ended January 31, 2004 and 2003,
respectively. Additionally, real estate operations contributed $289,000 and
$357,000 to Canal's revenues for the three month periods ended January 31, 2004
and 2003, respectively.

      As of January 31, 2004, there are approximately 71 acres of undeveloped
land owned by Canal adjacent to its stockyard properties. In addition to selling
what was excess stockyard property, the company entertains any offers to
purchase, develop and restructure real estate lots surrounding its existing
operating lease properties, stockyard operating properties and properties held
for development or resale in order to enhance the value of the existing
properties and surrounding real estate.

6. ART INVENTORY HELD FOR SALE

      Canal has not purchased inventory in several years nor does it currently
have any intention of purchasing additional art inventory in the foreseeable
future. It is the Company's intention to liquidate, in an orderly manner, its
art inventory. Management estimates it may take approximately five years to
dispose of its current art inventory. The Company's ability to dispose of its
art inventory is dependent primarily on general economic conditions and the
competitiveness of the art market itself. Accordingly, there can be no assurance
that Canal will be successful in disposing of its art inventory within the time
frame discussed above.

      Antiquities and contemporary art represented 27% ($189,122) and 73%
($510,716) and 27% ($189,122) and 73% ($520,549) of total art inventory at
January 31, 2004 and 2003, respectively. All of the contemporary art inventory
held for resale is comprised of the work of Jules Olitski.

      The amount recorded as the current portion of art inventory represents
management's estimate of the inventory expected to be sold during the next
twelve months. The Company recorded a valuation allowance against the current
portion of its inventory to reduce it to its estimated net realizable


                                       18
<PAGE>

value based on the history of losses sustained on inventory items sold in the
current and previous years. In fiscal 2004 Canal applied against sales $27,700
of the valuation allowance against its art inventory, thereby, decreasing the
total valuation allowance to $1,747,050 as of January 31, 2004 as compared to
$1,774,750 at October 31, 2003.

      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.
Canal has its art inventory appraised by independent appraisers annually. The
2003 appraisal covered approximately 31% 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 69% of the inventory was estimated by
management based in part on the Company's history of losses sustained on art
sales in the current and previous years and in part on the results of the
independent appraisals done.

      Canal's art sales generated income of $5,000 (net of a decrease in the
valuation allowance of $27,700) as compared to income of $33,000 (net of a
decrease in the valuation allowance of $179,000) for the three month periods
ended January 31, 2004 and 2003, respectively.

      The Company had approximately $250,000 of art inventory (at original cost)
on consignment with third party dealers at both January 31, 2004 and October 31,
2003.

7. LEASE COMMITMENTS

      In February 1999 Canal, together with two other related entities, amended
its lease for commercial office space in New York City, which space serves as
its headquarters operations. The new lease is for a period of 128 months
expiring in October 2009. Canal's portion of the new space is approximately
1,000 square feet and Canal is responsible for 25% of the lease expense. Each of
the three entities that are parties to this lease are jointly and severally
responsible for the payments required under the lease. At October 31, 2003, the
security deposit relating to this lease was approximately $260,000 of which
Canal's representative share is approximately $122,000.

      In June 2002, Canal sublet for a two year period substantially all of its
New York office space at a rate of $8,000 per month. On February 27, 2004, the
sub-tenant defaulted on its obligations to Canal and moved out of its space
thereby leaving Canal responsible once again for the full 25% of the lease
obligation (approximately $9,000 per month).

      At January 31, 2004, Canal was current in its obligations under this
lease. However, the group as a whole was approximately $100,000 in arrears on
the rental payments. As discussed above, Canal's share of the rent is
approximately 25%. However, should the remaining two co-tenants default, the
balance of rental payments due under the lease would be approximately $2.5
million.


                                       19
<PAGE>

      In February 2004, the landlord served Canal and its co-tenants with a
Notice of Default and the resulting Notice of Termination of Lease effective
February 17, 2004. Additionally, in March 2004, the landlord filed a Holdover
Notice of Petition in the New York City Courts seeking eviction of Canal and its
co-tenants as well as judgment for unpaid back and holdover rental amounts of
approximately $175,000 (see Note 11).

8. BORROWINGS

      At January 31, 2004, 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 for the following obligations:

                                                  January 31,  October 31,
($ 000's Omitted)                                    2004         2003
-----------------                                    ----         ----
Variable rate mortgage notes due
  May 15, 2006 - related party ..................   $ 2,767     $  2,767
                                                    -------     --------

      On January 8, 1998, the Company issued $3,700,000 of variable rate
mortgage notes due May 15, 2001. 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. These notes carried 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 required the accrual of additional interest (to
be paid at maturity) of approximately three percent per annum.

      On July 29, 1999 the above Notes were amended to extend the maturity date
to May 15, 2003; to fix the interest rate at 10% per annum; to agree that the
additional interest due to the holders of the notes shall become current and be
treated as principal due under the notes; and to have certain of the holders
loan the Company $525,000 in additional financing, the proceeds of which was
used to repay in full certain of the other holders of the notes. As a result,
the notes are now held in total by the Company's Chief Executive Officer and
members of his family.

      On January 10, 2000, the above Notes were further amended to have holders
loan the Company $1,725,000 in additional financing, the proceeds of which was
used to repay in full all of the Company's outstanding non related party
long-term debt. On October 8, 2002, the above notes were amended to extend the
maturity date to May 15, 2006. As of January 31, 2004 the balance due under
these notes was $2,767,000 all of which is classified as long-term debt-related
party.

      The scheduled maturities and sinking fund requirements of long-term debt
during the next five years are $2,767,000 due May 15, 2006.


                                       20
<PAGE>

9. PROPERTY AND EQUIPMENT

      A) Property on Operating Leases

      Property on operating leases consist of approximately 39 acres of land
located in New York, New York; Omaha, Nebraska; S. St. Paul, Minnesota and Sioux
City, Iowa. Land and structures leased to third parties include vacant land,
exchange buildings (commercial office space), meat packing facilities, railcar
repair shops, truck stops, lumber yards and various other commercial and retail
businesses.

      A schedule of the Company's property on operating leases at January 31,
2004 is as follows (000's omitted):

                     Carrying                                      Carrying
                       Value                                        Value
Description (1)      10/31/03   Additions  Retirements   Deprec.    1/31/04
---------------      --------   ---------  -----------   -------    -------
New York office
Various leasehold     $   28     $   0       $   0        $   (2)   $   26
improvements

11 acres of land
in Omaha, NE           1,217         0           0            (1)    1,216
Acquired in 1976

10 acres of land
in S. St. Paul, MN     1,213         0           0           (32)    1,181
Acquired in 1937

18 acres of land
in Sioux City, IA        416         0         (13)            0       403
                      ------     -----       -----        ------    ------
Acquired in 1937

                      $2,874     $   0       $ (13)       $  (35)   $2,826
                      ======     =====       =====        ======    ======

      B) Property used in Stockyard Operations

      Property used in stockyard operations consist of approximately 61 acres of
land located in St. Joseph, Missouri and Sioux Falls, South Dakota. The
Company's stockyards provide all services and facilities required to operate an
independent market for the sale of livestock. Stockyard facilities include
exchange buildings (commercial office space), auction arenas, scale houses,
veterinary facilities, barns, livestock pens and loading docks.


                                       21
<PAGE>

      A schedule of the Company's property on operating leases at January 31,
2004 is as follows (000's omitted):

                     Carrying                                     Carrying
                       Value                                       Value
Description (1)      10/31/03   Additions  Retirements   Deprec.   1/31/04
-----------------    --------   ---------  -----------   -------  --------
31 acres of land
in St. Joseph, MO    $   998     $    0      $    0      $  (3)   $   995
Acquired in 1942

30 acres of land
in Sioux Falls, SD       138          0           0         (2)       136
                     -------     ------      ------      -----    -------
Acquired in 1937

                     $ 1,136     $    0      $    0      $  (5)   $ 1,131
                     =======     ======      ======      =====    =======

      C) Property Held for Development or Resale

      Property held for development or resale consist of approximately 71 acres
of land located in the midwest of undeveloped land not currently utilized for
corporate purposes and not included in any of the present operating leases. The
Company constantly evaluates proposals received for the purchase, leasing or
development of this asset. The land is valued at cost which does not exceed the
net realizable value.

      A schedule of the Company's property held for development or resale at
January 31, 2004 is as follows (000's omitted):

                     Carrying                                      Carrying
                       Value                                        Value
Description (1)      10/31/03   Additions  Retirements   Deprec.    1/31/04
-----------------    --------   ---------  -----------   -------   --------
28 acres of land
in St. Joseph, MO    $   75       $   0      $    0     $     0    $   75
Acquired in 1942

10 acres of land
in S. St. Paul, MN      144           0           0           0       144
Acquired in 1937

33 acres of land
in Sioux City, IA       681           0           0           0       681
                     ------       -----      ------      ------    ------
Acquired in 1937
                     $  900       $   0      $    0      $    0    $  900
                     ======       =====      ======      ======    ======


                                       22
<PAGE>

10. PENSION VALUATION RESERVE

      The Pension Valuation Reserve represents the excess of 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
pension benefits of former employees, which benefits were frozen at the time the
stockyard operations were sold in 1989. The additional minimum pension liability
will be expensed as actuarial computations of annual pension cost (made in
accordance with SFAS No. 87) recognize the deficiency that exists.

11. LITIGATION

      Canal and its subsidiaries are from time to time involved in litigation
incidental to their normal business activities, none of which, in the opinion of
management, will have a material adverse effect on the consolidated financial
condition of the Company. Canal or its subsidiaries are party to the following
litigations:

      WHGA Fifth Avenue Investors, LP v. Canal Capital Corporation etal

      On March 4, 2004, WHGA Fifth Avenue Investors, LP "(the "Landlord")
commenced an action against Canal Capital Corporation and its two co-tenants
(the "Tenants") of its New York City commercial office space. The Landlord is
seeking the eviction of the Tenants as well as judgement for unpaid back and
holdover rental amounts of approximately $175,000.

12. Restricted Cash - Transit Insurance

      Due to significant proposed increases in the premiums for transit
insurance, management decided to initiate a plan of self insurance commencing
November 1, 2002. Transit insurance covers livestock for the period that they
are physically at the stockyards and under the care of stockyard personnel. This
self insurance program is funded by a per head charge on all livestock received
at the stockyard. The restricted cash - transit insurance balances of
approximately $70,000 and $59,000 at January 31, 2004 and October 31, 2003,
respectively, represents the excess of per head fees charged over actual
payments made for livestock that was injured or died while at the stockyards.


                                       23
<PAGE>

ITEM II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
         RESULTS OF OPERATIONS AND FINANCIAL CONDITION
         FOR THE THREE MONTHS ENDED JANUARY 31, 2004

      The following discussion should be read in conjunction with our financial
statements and notes thereto included elsewhere in this report.

                    FORWARD-LOOKING AND CAUTIONARY STATEMENTS

      We may from time to time make written or oral forward-looking statements,
including those contained in the following section. These forward-looking
statements involve risks and uncertainties and actual results could differ
materially from those discussed in the forward-looking statements. For this
purpose, any statements contained in this section that are not statements of
historical fact may be deemed to be forward-looking statements. Factors which
may effect our results include, but are not limited to, our ability to expand
our customer base, our ability to develop additional and leverage our existing
distribution channels for our products and solutions, dependance on strategic
and channel partners including their ability to distribute our products and meet
or renew their financial commitments, our ability to address international
markets, the effectiveness of our sales and marketing activities, the acceptance
of our products in the market place, the timing and scope of deployments of our
products by customers, fluctuations in customer sales cycles, customers' ability
to obtain additional funding, the emergence of new competitors in the
marketplace, our ability to compete successfully against established competitors
with greater resources, the uncertainty of future governmental regulation, our
ability to manage growth, and obtain additional funds, general economic
conditions and other risks discussed in this report and in our other filings
with the Securities and Exchange Commission. All forward- looking statements and
risk factors included in this document are made as of the date hereof, based on
information available to us as of the date thereof, and we assume no obligation
to update any forward-looking statement or risk factors.

                          CRITICAL ACCOUNTING POLICIES

      Our consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States. These
generally accepted accounting principles require management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of net sales and expenses during the
reporting period. We continually evaluate our estimates, including those related
to revenue recognition, bad debts, income taxes, fixed assets, restructuring,
contingencies and litigation. We base our estimates on historical experience and
on various other assumptions that are believed to be reasonable under the facts
and circumstances. Actual results may differ from these estimates under
different assumptions or conditions.


                                       24
<PAGE>

      Management believes the following critical accounting policies impact our
most difficult, subjective and complex judgments used in the preparation of our
consolidated financial statements, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. For a
further discussion of these and other accounting policies, please see Note 2 of
the Notes to Consolidated Financial Statements included elsewhere in this Annual
Report.

      Revenue Recognition -- Lease and rental revenues are recognized ratably
over the period covered. All real estate leases are accounted for as operating
leases. Revenues from real estate sales are recognized generally when title to
the property passes. Revenues from stockyard operations which consist primarily
of yardage fees (a standard per head charge for each animal sold through the
stockyards) and sale of feed and bedding are recognized at the time the service
is rendered or the feed and bedding are delivered.

      Art Inventory Held for Sale -- 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. Canal has its art inventory appraised by
independent appraisers annually. The 2003 appraisal covered approximately 31% 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 69%
of the inventory was estimated by management based in part on the Company's
history of losses sustained on art sales in the current and previous years and
in part on the results of the independent appraisals done.

      Properties and Related Depreciation -- Properties are stated at cost less
accumulated depreciation. Depreciation is provided on the straight-line method
over the estimated useful lives of the properties. Such lives are estimated from
35 to 40 years for buildings and from 5 to 20 years for improvements and
equipment.

      Property held for Development or Resale -- Property held for development
or resale consist of approximately 71 acres located in the Midwest of
undeveloped land not currently utilized for corporate purposes nor included in
any of the present operating leases. The Company constantly evaluates proposals
received for the purchase, leasing or development of this asset. The land is
valued at cost which does not exceed the net realizable value.

      Long-Lived Assets -- The Company reviews the impairment of long-lived
assets whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. The Company considers historical
performance and future estimated results in its evaluation of potential
impairment and then compares the carrying amount of the assets to the estimated
future cash flows expected to result from the use of the asset. The measurement
of the loss, if any, will be calculated as the amount by which the carrying
amount of the asset exceeds the fair value of the asset.


                                       25
<PAGE>

Results of Operations - General

      The following tables set forth certain items in our statement of
operations for the periods indicated:

                                            Fiscal Quarter Ended January 31,
                                            --------------------------------
                                                2004               2003
                                                ----               ----
Revenues:                                           (In Thousands)
Stockyard Revenues                             $   865           $ 1,102
Real Estate Revenues                               289               357
                                               -------           -------
    Total Revenues                               1,154             1,459
                                               -------           -------

Costs and Expenses:
Stockyard Expenses                                 716               783
Real Estate Expenses                               210               243
General and Administrative Expenses                204               214
                                               -------           -------
     Total Costs and Expenses                    1,130             1,240
                                               -------           -------

Income from Operations                              24               219

Other Income                                         4                33
Other Expenses                                     (69)              (66)
                                               -------           -------

Net (Loss) Income                              $   (41)          $   186
                                               =======           =======

      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 eight of the last ten years, is obligated to continue making
substantial annual contributions to its defined benefit pension plan. In
addition, Canal has joint and several liability on its lease for commercial
space in New York City. At January 31, 2004, Canal was current under its
obligation, however, the group was approximately $110,000 in arrears on this
lease (see Notes 7 & 11). The financial statements do not include any
adjustments that might result from the resolution of these 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 a net loss of approximately $41,000 in the first fiscal
quarter of 2004 as compared to net income of $186,000 for the same period in
fiscal 2003. After recognition of preferred stock dividend payments (paid in
additional shares of preferred stock for each of fiscal 2004, and 2003) of
$22,000 in 2004 and $42,000 in 2003, the results attributable to common
stockholders were a net loss of $63,000 in 2004 and net income of $144,000 in
2003. Canal's 2004 net loss of $41,000 is due primarily to a $170,000 decrease
in income from stockyard operations due to a combination of the harsh winter
weather experienced throughout the Midwest and the discovery of a cow suffering
from BSE (Mad Cow Disease) in late December 2003.


                                       26
<PAGE>

      Canal's revenues from continuing operations consist of revenues from its
stockyard and real estate operations. Revenues in 2004 decreased by $304,000 to
$1,154,000 as compared with 2003 revenues of $1,458,000. The fiscal 2004
decrease in revenues is due primarily to a $237,000 decrease in stockyard
revenues due to a combination of the harsh winter weather experienced throughout
the Midwest and the discovery of a cow suffering from BSE (Mad Cow Disease) in
late December 2003 coupled with a $58,000 decrease in sales of real estate.

COMPARISON OF FISCAL PERIODS ENDED JANUARY 31, 2004 AND 2003

Stockyard Revenues

      Stockyard revenues for the three months ended January 31, 2004 of $865,000
accounted for 75.0% of the fiscal 2004 revenues as compared to stockyard
revenues of $1,102,000 or 75.5% for the same period in fiscal 2003. Stockyard
revenues are comprised of yard handling and auction (91.1% and 90.9%), feed and
bedding income (5.0% and 5.7%), rental income (0.1% and 0.1%) and other income
(3.8% and 3.3%) for the three month periods ended January 31, 2004 and 2003,
respectively. The 2004 decrease in stockyard revenues was primarily due to a
combination of the harsh winter weather experienced throughout the Midwest and
the discovery of a cow suffering from BSE (Mad Cow Disease) in late December
2003. There were no significant percentage variations in the year to year
comparisons.

Stockyard Expenses

      Stockyard expenses for the three months ended January 31, 2004 of $716,000
decreased by $67,000 (8.5%) from stockyard expenses of $783,000 for the same
period in fiscal 2003. Stockyard expenses are comprised of labor and related
costs (47.9% and 46.6%), other operating and maintenance (27.7% and 24.6%), feed
and bedding expense (4.8% and 6.9%), depreciation and amortization (0.7% and
0.7%), taxes other than income taxes (6.0% and 6.0%) and general and
administrative expense (12.9% and 15.2%) for the three month periods ended
January 31, 2004 and 2003, respectively. The 2004 decrease in stockyard expenses
was consistent with the decrease in stockyard revenues discussed above. There
were no significant percentage variations in the year to year comparisons.

Real Estate Revenues

      Real estate revenues for the three months ended January 31, 2004 of
$289,000 accounted for 25.0% of the fiscal 2004 revenues as compared to real
estate revenues of $357,000 or 24.5% for the same period in fiscal 2003. Real
estate revenues are comprised of sale of real estate (20.4% and 32.8%), rental
income from commercial office space in its Exchange Buildings (35.4% and 32.5%),
rentals and other lease income from the rental of vacant land and certain
structures (44.2% and 34.7%) and other income (0.0% and 0.0%) for the three
months ended January 31, 2004 and 2003, respectively. The percentage variations
in the year to year comparisons are due primarily to decreased sales of real
estate for fiscal 2004.


                                       27
<PAGE>

Real Estate Expenses

      Real estate expenses for the three months ended January 31, 2004 of
$210,000 decreased by $33,000 (13.5%) from real estate expenses of $243,000 for
the same period in fiscal 2003. Real estate expenses are comprised of the cost
of real estate sold (18.3% and 22.9%), labor, operating and maintenance (42.1%
and 43.4%), depreciation and amortization (15.5% and 13.3%), taxes other than
income taxes (17.9% and 15.3%) and general and administrative and other expenses
(6.2% and 5.1%) for the three months ended January 31, 2004 and 2003,
respectively. The percentage variations in the year to year comparisons are due
primarily to the decreased cost of real estate sold for fiscal 2004.

General and Administrative

      General and administrative expenses for the three months ended January 31,
2004 of $204,000 decreased by $10,000 (4.5%) from expenses of $214,000 for the
same period in fiscal 2003. The major components of general and administrative
expenses are officers salaries (56.9% and 54.4%), rent (0.2% and 1.9%), legal
and professional fees (2.1% and 1.0%), insurance (11.5% and 11.0%) and office
salaries (9.6% and 8.9%) for the three month periods ended January 31, 2004 and
2003, respectively. There were no significant percentage variations in the year
to year comparisons.

Interest Expense

      Interest expense for the three months ended January 31, 2004 of $69,000
increased $2,000 (4.0%) from the same period in fiscal 2003. The principal
balances outstanding at January 31, 2004 and October 31, 2003 were $2,767,000
and $2,667,000, respectively. The interest rate (10%) on Canal's variable rate
mortgage notes has remained unchanged for the past 12 months. At January 31,
2004 the outstanding balance of these notes was $2,767,000.

Income (Loss) from Art Sales

      Other income from art sales for the three months ended January 31, 2004 of
$5,000 decreased by $28,000 from income of $33,000 for the same period in fiscal
2003. Art revenues are comprised of the proceeds from the sale of antiquities
and contemporary art. Canal recognized gross sales of $20,000 and $103,000 for
the three month periods ended January 31, 2004 and 2003, respectively. Art
expenses are comprised of the cost of inventory sold and selling, general and
administrative expenses. Canal incurred cost of inventory sold of $38,000 and
$243,000 (net of a valuation allowance of $28,000 and $179,000) as well as
selling, general and administrative expenses of $6,000 and $8,000 for the three
month periods ended January 31, 2004 and 2003, respectively. It is the Company's
policy to use the adjusted carrying value for sales, thereby reducing the
valuation reserve proportionately as the inventory is sold.


                                       28
<PAGE>

Liquidity and Capital Resources

      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 eight of the last ten years and is obligated to continue making
substantial annual contributions to its defined benefit pension plan. In
addition, Canal has joint and several liability on its lease for commercial
space in New York City. At January 31, 2004, Canal was current under its
obligation, however, the group was approximately $110,000 in arrears on this
lease (see Notes 7 & 11). The financial statements do not include any
adjustments that might result from the resolution of these 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 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 notes carried interest at the highest
of four variable rates, determined on a quarterly basis. These notes, among
other things, prohibit Canal from becoming an investment company as defined by
the Investment Company Act of 1940; require Canal to maintain minimum net worth;
restrict Canal's ability to pay cash dividends or repurchase stock; require
principal prepayments to be made only out of the proceeds from the sale of
certain assets, and required the accrual of additional interest (to be paid at
maturity) of approximately three percent per annum.

      On July 29, 1999 the above notes were amended to extend the maturity date
to May 15, 2003; to fix the interest rate at 10% per annum; to agree that the
additional interest due to the holders of the notes shall become current and be
treated as principal due under the notes; and to have certain of the holders
loan the Company $525,000 in additional financing, the proceeds of which was
used to repay in full certain of the holders of the notes. As a result, the
notes are now held in total by the Company's Chief Executive Officer and members
of his family.

      On January 10, 2000, the above notes were further amended to have the
noteholders loan the Company $1,725,000 in additional financing, the proceeds of
which was used to repay in full all of the Company's outstanding non related
party long-term debt.

      On October 8, 2002, the above notes were amended to extend the maturity
date to May 15, 2006. As of October 31, 2003, the balance due under these notes
was $2,767,000, all of which is classified as long-term debt-related party.


                                       29
<PAGE>

      Cash and cash equivalents of $5,000 at January 31, 2004 decreased $9,000
or 64.2% from $14,000 at October 31, 2003. Net cash used by operations in fiscal
2004 was $68,000. Substantially all of the 2004 net proceeds from the sale of
real estate of $59,000 was used in operations.

      During fiscal 2004 Canal increased the balance of its current liabilities
by a total of $37,000.

      At January 31, 2004 the Company's current liabilities exceed current
assets by $0.3 million which was unchanged as compared to October 31, 2003. The
only required principal repayments under Canal's debt agreements for fiscal 2004
will be from the proceeds (if any) of the sale of certain assets.

      As discussed above, Canal's cash flow position has been under significant
strain for the past several years. Canal continues to closely monitor and reduce
where possible its operating expenses and plans to continue its program to
develop or sell the property it holds for development or resale as well as 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.

Other Factors

      Some of the statements in this Form 10-Q, as well as statements by the
Company in periodic press releases, oral statements made by the Company's
officials to analysts and stockholders in the course of presentations about the
Company and conference calls following earning releases, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involved known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by the
forward-looking statements.

ITEM III. Quantitative and Qualitative Disclosures About Market Risk

      The Securities and Exchange Commission's rule related to market risk
disclosure requires that we describe and quantify our potential losses from
market risk sensitive instruments attributable to reasonably possible market
changes. Market risk sensitive instruments include all financial or commodity
instruments and other financial instruments (such as investments and debt) that
are sensitive to future changes in interest rates, currency


                                       30
<PAGE>

exchange rates, commodity prices or other market factors. We are not exposed to
market risks from changes in foreign currency, exchange rates or commodity
prices. As of January 31, 2004, we do not hold derivative financial instruments
nor do we hold securities for trading or speculative purposes. Under our current
policies, we do not use interest rate derivative instruments to manage our
exposure to interest rate changes.

      At January 31, 2004, the following long-term debt-related party financial
      instruments are sensitive to changes in interest rates by expected
      maturity dates:

            As of         Fixed rate        Average         Fair
         January 31,        ($ US)       Interest Rate      Value
         -----------      ----------     -------------      -----
            2004           $     0            N/A
            2005                 0            N/A
            2006             2,767            N/A
            2007                 0            10%
            2008                 0            N/A
            Thereafter           0            N/A
                           -------
            Total          $ 2,767                          N/A (A)
                           -------                          -------

(A)   Long-term debt related party: it is not practicable to estimate the fair
      value of the related party debt.

Item IV. Controls and Procedures

      Our management, which includes our Chief Executive Officer and Chief
Financial Officer, has conducted an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13(a)-14(c) promulgated
under the Securities Exchange Act of 1934) as of January 31, 2004 ("the
Evaluation Date") within 45 days prior to the filing date of this report. Based
upon that evaluation our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective for timely
gathering, analyzing and disclosing the information we are required to disclose
in our reports filed under the Securities Exchange Act of 1934, as amended.
There have been no significant changes made in our internal controls or other
factors that could significantly effect our internal controls subsequent to the
Evaluation Date.


                                       31
<PAGE>

                                     PART II

                                OTHER INFORMATION


                                       32
<PAGE>

Item 1: Legal Proceedings:

      See Item 3 of Canal's October 31, 2003 Form 10-K.

      WHGA Fifth Avenue Investors, LP v. Canal Capital Corporation etal

      On March 4, 2004, WHGA Fifth Avenue Investors, LP "(the "Landlord")
commenced an action against Canal Capital Corporation and its two co-tenants
(the "Tenants") of its New York City commercial office space. The Landlord is
seeking the eviction of the Tenants as well as judgement for unpaid back and
holdover rental amounts of approximately $175,000.

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.


                                       33
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 15th day of
March, 2004.

                                     CANAL CAPITAL CORPORATION


                                     By: /S/ Michael E. Schultz
                                         ----------------------------
                                         Michael E. Schultz
                                         President and Chief
                                         Executive Officer
                                         (Principal Executive Officer)

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

      Signature                         Title                   Date
      ---------                         -----                   ----

                                President and Chief
/S/ Michael E. Schultz     Executive Officer and Director
----------------------      (Principal Executive Officer)   March 15, 2004
Michael E. Schultz

                               Vice President-Finance
                               Secretary and Treasurer
/S/ Reginald Schauder         (Principal Financial and
----------------------           Accounting Officer)        March 15, 2004
Reginald Schauder

/S/ Asher B. Edelman            Chairman of the Board
----------------------              and Director            March 15, 2004
Asher B. Edelman

/S/ Gerald N. Agranoff
----------------------                Director             March 15, 2004
Gerald N. Agranoff


                                       34