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_______MARCH 31, 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 jusrisdiction 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 ___MARCH 31, 1998_______
Common Stock-$.50 par value                 1,583,563 Shares









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                     UPTOWNER INNS, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEET
                          MARCH 31, 1998 AND 1997


                                    ASSETS


                                      MARCH 31,                   JUNE 30,

                                 1998              1997             1997      
                              (Unaudited)       (Unaudited)                  
                                                                              
<TABLE>
<S>                        <C>               <C>             <C>              
CURRENT ASSETS:                                                              
  Cash                      $   105,001       $    96,878     $   245,427
  Accounts & Notes Rec.          25,656            60,988          25,203
  Inventories                     8,088            10,216           5,996
  Prepaid Expenses               32,029            22,550          51,439  


TOTAL CURRENT ASSETS            170,774           190,632         328,065    

PROPERTY, PLANT AND EQUIPMENT
  Land                        1,554,112         1,386,777       1,554,112  
  Building & Improvement      4,989,345         5,322,204       4,989,345
  Construction in Progress    3,778,809           904,916       1,698,276 
  Furniture & Equipment       1,463,768         1,451,631       1,463,768  

TOTAL                        11,786,034         9,065,528       9,705,501
  Less: Accumulated Depreciation
       and Amortization       3,761,746         3,766,923       3,625,966     
       
TOTAL PROPERTY, PLANT 
AND EQUIPMENT                 8,024,288         5,298,605       6,079,535  

OTHER ASSETS:
  Deposits and Other            145,106            70,149         128,210  

TOTAL OTHER ASSETS              145,106            70,149         128,210   

TOTAL ASSETS                  8,340,168         5,559,386       6,535,810     

                                                                            

</TABLE>




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<PAGE>

                     UPTOWNER INNS, INC. AND SUBSIDIARY 
                          CONSOLIDATED BALANCE SHEET
                          MARCH 31, 1998 AND 1997


                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                    MARCH 31,                 JUNE 30,        
                                1998              1997          1997
                             (Unaudited)       (Unaudited)  
<TABLE>
<S>                       <C>               <C>             <C>             
CURRENT LIABILITIES:
 Accounts Payable          $   637,823       $   115,645     $   635,311
 Accrued Liabilities           100,872           103,834         103,360
 Taxes Other Than Federal   
 Income Taxes                  160,855           165,191         192,283
 Current Portion of
 Long-Term Debt.               286,500           286,925         272,482  

TOTAL CURRENT LIABILITIES    1,186,050           671,595       1,203,436  

LONG-TERM LIABILITIES
 Notes &
 Mortgages Payable           5,012,529         2,678,145       3,119,901     

TOTAL LONG-TERM LIABILITIES  5,012,529         2,678,145       3,119,901  
 
TOTAL LIABILITIES            6,198,579         3,349,740       4,323,337  

STOCKHOLDER'S EQUITY
 Common Stock, par value $0.50 per
 share; authorized - 5,000,000
 shares; issued 1,583,563      791,782           791,782         791,782
 Additional Paid-In      
 Capital                     1,032,290         1,032,290       1,032,290   
 Retained Earnings             317,517           385,574         388,401  

TOTAL STOCKHOLDER'S 
EQUITY                       2,141,589         2,209,646       2,212,473  

TOTAL LIABILITIES AND 
STOCKHOLDER'S EQUITY         8,340,168         5,559,386       6,535,810  

                                                                           
</TABLE>
                        



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<PAGE>

                     UPTOWNER INNS, INC. AND SUBSIDIARY
                   CONSOLIDATED INCOME STATEMENT (UNAUDITED)
                      FOR THE NINE MONTHS ENDED MARCH 31
                                                                              
                        THREE MONTHS ENDED             NINE MONTHS ENDED        
                     03/31/98         03/31/97      03/31/98       03/31/97     
<TABLE>
<S>                 <C>              <C>           <C>            <C>       
REVENUES:                             
 Rooms               $  179,151       $  244,302    $  645,493     $  954,164
 Food & Beverage         61,518           68,807       211,288        249,535
 Telephone                7,082           10,469        21,685         27,132
 Rents                    6,684             (353)       29,780         36,002   
 Other                   62,212           60,038       192,611        176,085  

TOTAL REVENUE           316,647          383,263     1,100,857      1,442,918   

COSTS AND EXPENSES: 
  Operating Departments
 Cost of Sales           32,278           40,472       108,435        139,842
 Salaries & Wages       100,464           91,214       308,492        339,984
 Other                    8,901           53,108        89,614        176,384
 General & Admin.        21,082           17,908        49,174         77,209
 Advertising              7,568           15,762        22,177         35,502
 Utilities               26,480           24,860        84,968         81,505
 Repair & Maint.         21,180            5,065        51,344         58,176
 Interest                52,426           46,466       150,097        141,959
 Taxes & Licenses        40,877           47,402       130,967        131,668
 Insurance               13,789           12,743        41,046         40,038
 Deprec. & Amort.        42,003           51,955       135,780        156,217   

TOTAL COST & EXPENSE    367,048          406,955     1,172,094      1,378,484   

OPERATING INCOME (LOSS) (50,401)         (23,692)      (71,237)        64,434   

OTHER INCOME (EXPENSE)
   Interest Income          353            6,996           353          6,996  
NET INCOME (LOSS)
   BEFORE TAXES         (50,048)         (16,696)      (70,884)        71,430

FEDERAL INCOME TAXES 
  AND PENALTIES
    Provision for Taxes 
     on Income            -0-              -0-            -0-           -0-   
    Deferred Federal
     Income Taxes         -0-              -0-            -0-           -0-
TOTAL FEDERAL INCOME 
     TAXES                -0-              -0-            -0-           -0-    

TOTAL NET INCOME(LOSS)  (50,048)         (16,696)       (70,884)       71,430  
  
EARNINGS PER SHARE        (.03)             .01           (.04)          .05    

DIVIDENDS PER SHARE       -0-              -0-            -0-           -0-     

                                                                              
</TABLE>
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<PAGE>      
                    UPTOWNER INNS, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                   FOR THE NINE MONTHS ENDED MARCH 31, 1998
                                         
                                                 1998             1997        
<TABLE>
<S>                                       <C>               <C> 
CASH FLOW FROM OPERATING ACTIVITIES:                                          
  Net Income (Accrual Basis; from
   Statement of Income                     $    (70,884)     $     71,430  
 Add (Deduct) to Reconcile Net Income to  
  Net Cash Flow:
   Accts. Receivables (Increase) Decrease          (453)           (6,332)  
   Inventories (Increase) Decrease               (2,092)             (990)
   Prepaid Expenses Decrease (Increase)          19,410             5,848
   Accounts Payable (Decrease) Increase           2,512            44,463 
   Accrued Liabilities (Decrease) Increase       (2,488)            9,793
   Taxes Other Than Federal Income Tax
     Increase (Decrease)                        (31,428)           57,449     
     Depreciation Expense                       135,780           156,217   

NET CASH INFLOWS FROM OPERATIONS                 50,357           337,878   
CASH FLOW FROM INVESTING ACTIVITIES:
   From Decrease (Inc.) of Other Assets          (16,896)            (345)  
   From Purchase of Operational Assets        (2,080,533)      (1,069,519)  

NET CASH INFLOW (OUTFLOW) FROM INVESTING
  ACTIVITIES                                  (2,097,429)      (1,069,864) 

CASH FLOW FROM FINANCING ACTIVITIES:
  
   Proceeds from Notes                        1,972,970           554,279
   Payment on Notes and Mortgages               (66,324)         (189,413) 

NET CASH INFLOW (OUTFLOW) FROM FINANCING 
    ACTIVITIES                                1,906,646           364,866   
    
Net Increases (Decreases) in Cash Plus Cash
  Equivalents for the Nine Months              (140,426)         (367,120)    
Cash Plus Cash Equivalents at July 1            245,427           463,998  
Cash Plus Cash Equivalents at March 31          105,001            96,878  
Cash Paid for Interest in the Nine Months       146,785           138,377  
Cash Paid for Income Taxes in The Nine Months     -0-               -0-    
                                                                           
</TABLE>
                                       
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                     UPTOWNER INNS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 1998



1.  The financial statements presented reflect Uptowner Inns, Inc.,
    and its consolidated subsidiary:  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, 1997.
 

                                       




























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                     UPTOWNER INNS, INC. AND SUBSIDIARY
                    MANAGEMENTS DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                               MARCH 31, 1998

     Total revenues are 24% lower in the nine months ended March 31, 1998
compared to nine months ended March 31, 1997.  The decrease is a result of 
decreased room revenues (32%) caused by increased competition and the loss
of the Holiday Inn franchise.  The decreased room revenues are the primary
cause of declined food and beverage (15%), telephone (20%), and other 
(17%).  Rents increaed 9% due to rate increases and increased occupancy
of rental properties.

     Decreased business and management efforts to control expenses have
caused the 15% decrease in costs and expenses.  Directly affected by
decreased revenues, the cost of sales decreased (22%), salaries and
wages (9%), other (49%), general and administative (36%), advertising
(38%), repairs and maintenance (12%).  The increases in interest (6%)
is a result of debt increase.

     Due to the delay in completion of the new Holiday Inn Hotel & Suites
(moved from February '98 to late June '98), there have been no plans
finalized on the utilization of the current hotel structure, and
management continues to operate a full service motel and restaurant
for the immediate future.  When the new hotel facility is operational,
decisions will be made to continue the current facility as presently
operated or modify the structure and change the operation to a different 
type of residence facility (some portion as a monthly rental).

     Liquidity is a critical problem that has worsened from March '97 and
June '97 to a level of .14 to 1.  The continued costs of the new facility
and the decline of revenues in the current facility have, as projected in
previous reports, resulted in the decrease of the funds available on a
current basis.  Some debt restructuring has been done, but insufficient
time has passed to make any impact on the problem.  Continued efforts
to dispose of some real estate holdings have not been successful, but 
these efforts will be pursued further.  It is hoped that the next two
quarters will have improved revenues as the travel season arrives and
that the new facility will be operational and profitable after the 
next quarter.
 






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                     UPTOWNER INNS, INC. AND SUBSIDIARY

                                 SIGNATURES

                               MARCH 31, 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:  April 30, 1998                         By    Violet Midkiff        
                                                    Violet Midkiff
                                                     President





Date:   April 30, 1998                        By    James R. Camp         
                                                    James R. Camp 
                                                     Treasurer













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