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      DECEMBER 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 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 DECEMBER 31, 1998     
   Common Stock-$.50 par value                   1,583,563 Shares






                                    -1-
<PAGE>
                                  
                    UPTOWNER INNS, INC., AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                         DECEMBER 31, 1998 AND 1997

                                   ASSETS
                                        DECEMBER 31,               JUNE 30,
                                    1998            1997             1998 
                                (Unaudited)      (Unaudited) 
<TABLE>
<S>                            <C>              <C>              <C>
CURRENT ASSETS:
  Cash                          $    271,028     $    105,938     $    90,015
  Accounts & Notes Rec.              159,614           26,537          23,726
  Inventories                         15,936            8,195           7,362
  Prepaid Expenses                    32,604           32,706          51,550  

TOTAL CURRENT ASSETS                 479,182          173,376         172,653

INVESTMENTS & FUNDS
  Notes Receivable                    79,832            -0-             -0- 

TOTAL INVESTMENTS & FUNDS             79,832            -0-             -0-

PROPERTY, PLANT AND EQUIPMENT
  Land                             1,480,612        1,554,112       1,554,112
  Building & Improvement          10,637,720        4,989,345       4,989,345
  Construction in Progress             -0-          3,145,929       5,580,717
  Furniture & Equipment            2,452,081        1,463,768       2,250,473

TOTAL                             14,570,413       11,153,154      14,374,647
  Less: Accumulated Depreciation
       and Amortization            3,773,495        3,719,834       3,797,872
       
TOTAL PROPERTY, PLANT 
AND EQUIPMENT                     10,796,918        7,433,320      10,576,775
  
OTHER ASSETS:
  Deposits and Other                 130,074          127,921         129,287   

TOTAL OTHER ASSETS                   130,074          127,921         129,287

TOTAL ASSETS                      11,486,006        7,734,617      10,878,715

</TABLE>
                                                                       
                                           -2-
<PAGE>

                     UPTOWNER INNS, INC., AND SUBSIDIARIES 
                          CONSOLIDATED BALANCE SHEET
                          DECEMBER 31, 1998 AND 1997


                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                      DECEMBER 31,                 JUNE 30,    
                                  1998            1997               1998
                               (Unaudited)     (Unaudited)
<TABLE>
<S>                           <C>             <C>               <C>
RENT LIABILITIES:
 Accounts Payable              $    551,231    $    610,609      $    517,587
 Accrued Liabilities                114,757         107,052           145,809
 Taxes Other Than Federal   
 Income Taxes                       202,682         137,076           200,399
 Notes Payable                       34,000           -0-               -0-
 Current Portion Long-Term Debt   1,021,925         272,482           996,925  

TOTAL CURRENT LIABILITIES         1,924,595       1,127,219         1,860,720  

LONG-TERM LIABILITIES
 Notes &  Mortgages Payable       7,247,145       4,415,761         6,931,165
  
TOTAL LONG-TERM LIABILITIES       7,247,145       4,415,761         6,931,165  
 
TOTAL LIABILITIES                 9,171,740       5,542,980         8,791,885   

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                 490,194          367,565           262,758  

TOTAL STOCKHOLDER'S 
EQUITY                            2,314,266       2,191,637         2,086,830  

TOTAL LIABILITIES AND 
STOCKHOLDER'S EQUITY             11,486,006       7,734,617        10,878,715  
                                                                             
</TABLE>

                                         -3-
<PAGE>

                    UPTOWNER INNS, INC., AND SUBSIDIARIES
                  CONSOLIDATED INCOME STATEMENT (UNAUDITED)
               FOR THE PERIODS ENDED DECEMBER 31, 1998 AND 1997

                              THREE MONTHS ENDED            SIX MONTHS ENDED   
                             12/31/98    12/31/97      12/31/98       12/31/97  
<TABLE>
<S>                         <C>         <C>          <C>           <C>
REVENUES:                             
Rooms                        $ 782,377   $ 217,030    $ 1,173,972   $ 466,342  
Food & Beverage                104,306      87,261        179,676     149,770   
Telephone                       10,524       6,777         19,214      14,603
Rents                           57,962      65,465        118,036     130,399  
Other                           14,711      15,354         40,467      23,096 
TOTAL REVENUE                  969,880     391,887      1,531,365     784,210  

COSTS AND EXPENSES: 
Cost of Sales                   60,183      43,095         97,932      76,157
Salaries & Wages               238,531     105,019        427,461     208,028
Other                           97,519      51,777        146,969      80,713
General & Administrative        34,901      12,862         69,661      28,092
Advertising                      8,717       4,756         19,067      14,609
Utilities                       44,177      26,842         84,028      58,488
Repair & Maintenance            20,869      14,318         41,223      30,164
Interest                       202,359      48,067        316,281      97,671
Taxes & Licenses                63,200      50,483        113,496      90,090
Insurance                       28,183      14,303         49,828      27,257
Deprec. & Amort.                92,832      41,822        151,245      93,777  
TOTAL COST & EXPENSES          891,471     413,344      1,517,191     805,046  

OPERATING INCOME (LOSS)         78,409     (21,457)        14,174     (20,836)  

OTHER INCOME:
Interest Income                    783       -0-            1,333       -0-
Gain on Sale of Assets          36,771       -0-          211,929       -0- 
TOTAL OTHER INCOME              37,554       -0-          213,262       -0-     
NET INCOME (LOSS)
  BEFORE TAXES                 115,963     (21,457)       227,436     (20,836) 

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)        115,963     (21,457)       227,436     (20,836) 

EARNINGS PER SHARE                .07        (.01)           .14        (.01)   
DIVIDENDS PER SHARE              -0-         -0-            -0-         -0-     
</TABLE>
                                                -4-
<PAGE>
                     UPTOWNER INNS, INC., AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                   FOR THE SIX MONTHS ENDED DECEMBER 31, 1998
                                                                             
                                                  1998               1997 
<TABLE>
<S>                                          <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (Accrual Basis; from
   Statement of Income)                       $     227,436     $    (20,836)  
Add (Deduct) to Reconcile Net Income to  
  Net Cash Flow:
   Accounts Receivable (Increase) Decrease         (135,888)          (1,334)  
   Inventories (Increase) Decrease                   (8,574)          (2,199)
   Prepaid Expenses Decrease (Increase)              18,946           18,733
   Accounts Payable (Decrease) Increase              33,644          (24,702) 
   Notes Payable (Decrease) Increase                 34,000            -0- 
   Accrued Liabilities (Decrease) Increase          (31,052)           3,981
   Taxes Other Than Federal Income Tax
     Increase (Decrease)                              2,283          (55,207)
    Increase in Deposits                               (787)           -0-
    Depreciation Expense                            151,245           93,868   
    Gain on Sale of Assets                         (211,929)           -0- 
NET CASH INFLOWS FROM OPERATIONS                     79,324           12,304    

CASH FLOW FROM INVESTING ACTIVITIES:

  From Collection on Notes Receivable                 4,668            -0-
  From Sale of Assets                               240,625            -0-  
  From Purchase of Operational Assets              (484,584)      (1,447,653)   

NET CASH INFLOW (OUTFLOW) FROM INVESTING
  ACTIVITIES                                       (239,291)      (1,447,653)

CASH FLOW FROM FINANCING ACTIVITIES:
  Issuance of Long-Term Debt                        476,556        1,346,308
  Payment on Notes and Mortgages                   (135,576)         (50,448)
  
NET CASH INFLOW (OUTFLOW) FROM FINANCING 
    ACTIVITIES                                      340,980        1,295,860
          
Net Increases (Decreases) in Cash Plus Cash
  Equivalents for the Six Months                    181,013         (139,489)
Cash Plus Cash Equivalents at July 1                 90,015          245,427
Cash Plus Cash Equivalents at December 31           271,028          105,938
                                              
Cash Paid for Interest in the Six Months            334,848           97,671
                                                                 
Cash Paid for Income Taxes in The Six Months          -0-              -0-  
                                                            
</TABLE>
                                                      
                                               
                                          -5-
<PAGE>



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

                                 

























                                    -6-
<PAGE>


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

     With the continued success of the new facility opened in August, 1998,
the revenues for six months have reached $.14 per share (up from a loss of
$.01 in the six month period last year).  The revenues from rooms increased
152% due mainly to the room revenues of the new hotel.  Other revenues
increased due to the new operation adding food and beverage income, telephone
income and other income.  The rent revenues continue to decrease (down 9%)
due to the sale of some of the rental properties.  These sales created almost
$212,000 of the $227,000 reported; however, the operating income of the
second quarter reached $78,409 (compared to a loss of $21,457 in the same
period in 1997).  The expenses are up 88% with very large increases due to
more personnel and higher overhead to operate the new facility.  The debt
structure is substantially higher, which has resulted in a 224% increase
in interest expenses. 

     The liquidity improved slightly from.15 to .25 comparing December 31,
1997 and December 31, 1998.  It improved from .09 to .25 since June 30, 1998.
The Statement of Cash Flows indicates a continued improvement in the cash
balance, but the increase was mainly due to increased borrowing.  The
liquidity is likely to weaken further in the next quarter and then improve
when the travel season returns.  Efforts to restructure debt continue and
should be completed in the next quarter, but the results will be less than
needed to restore the liquidity to a favorable position.


 



















                                       -7-
<PAGE>




                               
                      UPTOWNER INNS, INC., AND SUBSIDIARIES
  
                                  SIGNATURES

                              DECEMBER 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:   January 26, 1999                        By  /s/ Violet Midkiff        
                                                      Violet Midkiff
                                                         President


Date:   January 26, 1999                        By  /s/ James R. Camp         
                                                        James R. Camp 
                                                          Treasurer













                                        -8-
<PAGE>