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, 1999               Commission File No. 0-1957

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

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


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

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

Indicate by check mark whether registrant:
    
     (1) Has filed all reports required to be filed by Section 13 or 15 (d)
         of the Securities Exchange Act of 1934 during the preceding 
         12 months (or for such shorter period that the registrant was
         required to file such reports), and

     (2) Has been subject to such filing requirement for the past 90 days.

                           X     Yes         No

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

     Class                                  Outstanding at MARCH 31, 1999     
Common Stock-$.50 par value                          1,583,563 Shares






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<PAGE>         
                         
                      UPTOWNER INNS, INC. AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEET
                  FOR THE NINE MONTHS ENDED MARCH 31, 1999


                                  ASSETS


                                         MARCH 31,                 JUNE 30,

                                  1999              1998             1998 
                               (Unaudited)       (Unaudited)
<TABLE>
<S>                           <C>               <C>             <C>     
CURRENT ASSETS:
  Cash                         $   295,070       $   105,001     $    90,015
  Accounts & Notes Rec.             84,564            25,656          23,726
  Inventories                       13,082             8,088           7,362
  Prepaid Expenses                  28,008            32,029          51,550  


TOTAL CURRENT ASSETS               420,724           170,774         172,653

INVESTMENTS & FUNDS
  Notes Receivable                  78,394             -0-             -0-      

TOTAL INVESTMENTS & FUNDS           78,394             -0-             -0-  
     

PROPERTY, PLANT AND EQUIPMENT
  Land                           1,480,612         1,554,112       1,554,112  
  Building & Improvement        10,701,839         4,989,345       4,989,345
  Construction in Progress          -0-            3,778,809       5,580,717 
  Furniture & Equipment          2,459,536         1,463,768       2,250,473  

TOTAL                           14,641,987        11,786,034      14,374,647
  Less: Accumulated Depreciation
       and Amortization          3,866,327         3,761,746       3,797,872
          
  
TOTAL PROPERTY, PLANT 
AND EQUIPMENT                   10,775,660         8,024,288      10,576,775  

OTHER ASSETS:
  Deposits and Other               133,750           145,106         129,287   

TOTAL OTHER ASSETS                 133,750           145,106         129,287    

TOTAL ASSETS                    11,408,528         8,340,168      10,878,715
       
</TABLE>
                                                                       
                                                         
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<PAGE>
                       UPTOWNER INNS, INC. AND SUBSIDIARY 
                           CONSOLIDATED BALANCE SHEET
                     FOR THE NINE MONTHS ENDED MARCH 31, 1999


                       LIABILITIES AND STOCKHOLDERS' EQUITY

                                       MARCH 31,                  JUNE 30,
       
                                  1999             1998             1998
                               (Unaudited)      (Unaudited)  
<TABLE>
<S>                           <C>              <C>              <C>
CURRENT LIABILITIES:
 Accounts Payable              $   603,707      $  637,823       $   517,587
 Accrued Liabilities               102,702         100,872           145,809
 Taxes Other Than Federal   
   Income Taxes                    207,265         160,855           200,399
 Current Portion of 
   Long-Term Debt                1,031,925         286,500           996,925  

TOTAL CURRENT LIABILITIES        1,945,599       1,186,050         1,860,720  

LONG-TERM LIABILITIES
 Notes &  Mortgages Payable      7,161,606       5,012,529         6,931,165
       

TOTAL LONG-TERM LIABILITIES      7,161,606       5,012,529         6,931,165  
 
TOTAL LIABILITIES                9,107,205       6,198,579         8,791,885   

STOCKHOLDERS' 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                 477,251         317,517           262,758  

TOTAL STOCKHOLDERS' 
EQUITY                           2,301,323       2,141,589         2,086,830  

TOTAL LIABILITIES AND 
STOCKHOLDERS' EQUITY            11,408,528       8,340,168        10,878,715  
                                                                              
</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 
                             03/31/99      03/31/98    03/31/99     03/31/98  
<TABLE>
<S>                        <C>           <C>         <C>          <C>
REVENUES:                             
Rooms                       $ 671,299     $ 179,151   $ 1,845,271  $ 645,493   
Food & Beverage                77,287        61,518       256,963    211,288   
Telephone                       9,257         7,082        28,471     21,685
Other                           7,369         6,684        47,836     29,780  
Rents                          60,654        62,212       178,690    192,611 
TOTAL REVENUE                 825,866       316,647     2,357,231  1,100,857 

COSTS AND EXPENSES: 
Cost of Sales                  49,907        32,278       147,839    108,435
Salaries & Wages              187,925       100,464       615,386    308,492
Other                          71,732         8,901       218,701     89,614
General & Administrative       73,368        21,082       143,029     49,174
Advertising                    22,951         7,568        42,018     22,177
Utilities                      54,277        26,480       138,305     84,968
Repair & Maintenance           21,736        21,180        62,959     51,344
Interest                      178,942        52,426       495,223    150,097
Taxes & Licenses               64,082        40,877       177,578    130,967
Insurance                      24,560        13,789        74,388     41,046
Deprec. & Amort.               96,623        42,003       247,868    135,780 
TOTAL COST & EXPENSES         846,103       367,048     2,363,294  1,172,094  

OPERATING INCOME (LOSS)       (20,237)      (50,401)       (6,063)   (71,237)  

OTHER INCOME:
Interest Income                 1,744           353         3,077        353
Gain on Sale of Assets          6,000         -0-         217,929      -0-    
TOTAL OTHER INCOME              7,744           353       221,006        353    

NET INCOME (LOSS)
   BEFORE TAXES               (12,493)      (50,048)      214,943    (70,884) 

FEDERAL INCOME TAXES 
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)      (12,493)      (50,048)      214,943    (70,884)  
EARNINGS PER SHARE            (.01)         (.03)          .14        (.04)   
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 


                                                1999                1998 
<TABLE>
<S>                                        <C>                <C> 
CASH FLOW FROM OPERATING ACTIVITIES:                                         
Net Income (Accrual Basis; from
   Statement of Income)                     $    214,493       $    (70,884)  
Add (Deduct) to Reconcile Net Income to  
   Net Cash Flow:
   Accounts Receivable (Increase) Decrease       (55,838)              (453)  
   Inventories (Increase) Decrease                (5,720)            (2,092)
   Prepaid Expenses Decrease (Increase)           23,542             19,410
   Accounts Payable (Decrease) Increase           86,120              2,512
   Notes Payable (Decrease) Increase             (34,000)             -0- 
   Accrued Liabilities (Decrease) Increase       (43,107)            (2,488)
   Taxes Other Than Federal Income Tax
     Increase (Decrease)                           6,866            (31,428)
     Increase in Deposits                         (4,463)             -0-
     Depreciation and Amortization Expense       247,868            135,780   
    Gain on Sale of Assets                      (217,929)             -0-       
NET CASH INFLOWS FROM OPERATIONS                 217,832             50,357    

CASH FLOW FROM INVESTING ACTIVITIES:
  From Decrease (Increase) of Other Assets         -0-              (16,896)   
  From Collection on Notes Receivable              6,106              -0-
  From Purchase of Operational Assets           (564,949)        (2,080,533)
  From Sale of Operational Assets                246,625              -0-
           
NET CASH INFLOW (OUTFLOW) FROM INVESTING
  ACTIVITIES                                    (312,218)        (2,097,429)    

CASH FLOW FROM FINANCING ACTIVITIES:
   Issuance of Long-Term Debt                    476,556          1,972,970
   Payment on Notes and Mortgages               (177,115)           (66,324)    
NET CASH INFLOW (OUTFLOW) FROM FINANCING 
    ACTIVITIES                                   299,441          1,906,646
            

Net Increases (Decreases) in Cash Plus Cash
  Equivalents for the Nine Months                205,055           (140,426)    

Cash Plus Cash Equivalents at July 1              90,015            245,427     

Cash Plus Cash Equivalents at March 31           295,070            105,001     
                                                                           
Cash Paid for Interest in the Nine Months        512,595            146,785     
                                                                           
Cash Paid for Income Tax in the Nine Months        -0-                -0-  
       
</TABLE>
            
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<PAGE>


                      UPTOWNER INNS, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               MARCH 31, 1999



     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, 1998.
 

                                 






















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<PAGE>

                    UPTOWNER INNS, INC. AND SUBSIDIARY
                  MANAGEMENTS DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                MARCH 31, 1999



     The quarter ending March 31, 1999 shows very significant increases
in Rooms revenues (275%) with increases in Food and Beverage revenues (26%)
and Telephone (31%) due to the added revenues from the Holiday Inn Hotel 
& Suites which opened in late August 1998.  This operation's strong revenues 
and above-expectations activity was the primary cause for the increase of
131%.  Due to the continued under-utilization of the older facility, the
company experienced an operating loss of $20,237 for the quarter.

     For the nine months ended March 31, 1999 the operating loss is $6,063 
and the net income is $214,943.  The company has sold some rental properties
to use more available revenues on the motel operations and the profit 
resulting from the sales totals $217,929.  

     The liquidity for March 31, 1999 improved from .14 to .22.  At
June 30, 1998, it measured .09.  As reported in the Statement of Cash Flows,
the operating activities provided net cash of $217,832 which was used to
improve the liquidity for $205,055.  It is due to the success of the new
motel operations continuing higher than expected.  However, the overall 
liquidity will not improve greatly in the near future due to the severe
decline in revenues from the original property.  Management has not made
any decisions to change the use of the facility in any way and no plans
are pending on any sale of that property.


 



















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<PAGE>




                                 
                        UPTOWNER INNS, INC. AND SUBSIDIARY

                                     SIGNATURES

                                   MARCH 31, 1999





     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 20, 1999                       By  /s/ Violet Midkiff        
                                                       Violet Midkiff
                                                       President




     Date:   April 20, 1999                       By  /s/ James R. Camp         
                                                       James R. Camp 
                                                       Treasurer













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