U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q


      [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

                For the Quarterly Period Ended June 30, 2002

       [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                 SECURITIES
                            EXCHANGE ACT OF 1934

               For the transition period from        to
                                              ------    ------

                        Commission File No. 0-31235

                          CONX CAPITAL CORPORATION
                           ----------------------
           (Exact name of registrant as specified in its charter)

          NEVADA                                   62-1736894
          ------                                   ----------
     (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)           Identification Number)

     502 N. DIVISION STREET, CARSON CITY, NV          89703
     ---------------------------------------          -----
     (Address of principal executive offices)       (Zip Code)

                               (702) 886-0713
                                -------------
            (Registrant's telephone number, including area code)


     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
                                            ---    ---

     As  of  June 30, 2002,  the  Registrant  had 6,650,000 shares of
     Common Stock, $.01 par value per share, outstanding.



<PAGE>




                      PART  I - FINANCIAL INFORMATION


     ITEM 1.   Financial Statements

          This quarterly report on  Form 10-Q contains forward-looking
     statements as defined by the Private Securities Litigation Reform
     Act of 1995.   Such forward-looking statements should  be read in
     conjunction with  the cautionary  statements and other  important
     factors included in  this Form 10-Q as  well as in other  filings
     made by the  Company with the Securities  and Exchange Commission
     ("SEC") .     These forward-looking statements  are subject  to a
     number   of  risks  and  uncertainties,  which  could  cause  the
     Company's  actual  results   to  differ  materially   from  those
     anticipated in such statements and  include statements concerning
     plans,  objectives,   goals,   strategies,   future   events   or
     performance and underlying assumptions and other statements which
     are  other than  statements of historical  facts.   Factors which
     could cause  such results to differ include the Company's limited
     operating  history, the Company's dependence on the operations of
     an affiliated  party, reliance  upon third  party financing,  the
     need for additional financing and other factors discussed  in the
     Company's  filings with the SEC, including the  Risk Factors  set
     forth in  the Company's  Form 10  dated January 16,  2001.   Such
     forward-looking statements may be identified, without limitation,
     by the use of the words "anticipates,"  "believes,"  "estimates,"
     "expects,"  "intends,"   "plans,"  "predicts,"   "projects,"  and
     similar expressions.

          The  Company's  expectations,  beliefs  and projections  are
     expressed in good faith and are believed by the Company to have a
     reasonable  basis,  including  without  limitation,  management's
     examination of the historical operating trends, data contained in
     the  Company's  records  and  other  data  available  from  third
     parties.  There can be  no assurance, however, that the Company's
     expectations,  beliefs  or   projections  will  be  achieved   or
     accomplished.




                                    -1-


<PAGE>





                             CONX Capital Corporation

                   Accountants' Report and Financial Statements

                       June 30, 2002 and December 31, 2001



























                                  -2-


<PAGE>








                         CONX Capital Corporation
                   June 30, 2002 and December 31, 2001




  Contents

    Independent Accountants' Report...............................4

    Financial Statements

      Balance Sheets..............................................5

      Statements of Income........................................6

      Statements of Stockholders' Equity..........................7

      Statements of Cash Flows....................................8

      Notes to Financial Statements...............................9



                                   -3-




<PAGE>
                      Independent Accountants' Report



    Board of Directors
    CONX Capital Corporation
    Little Rock, Arkansas


    We have reviewed the balance sheet of CONX Capital Corporation as
    of June 30, 2002 and the related statements of income for the
    three-month and six-month periods ended June 30, 2002 and 2001,
    and the statements of stockholders' equity and cash flows for the
    six-month periods ended June 30, 2002 and 2001.  These financial
    statements are the responsibility of the Company's management.

    We conducted our reviews 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 auditing standards generally
    accepted in the United States of America, the objective of which
    is the expression of an opinion regarding the financial
    statements taken as a whole.  Accordingly, we do not express such
    an opinion.

    Based on our reviews, we are not aware of any material
    modifications that should be made to the financial statements
    referred to above for them to be in conformity with accounting
    principles generally accepted in the United States of America.

<PAGE>

    We have previously audited, in accordance with auditing standards
    generally accepted in the United States of America, the balance
    sheet as of December 31, 2001 and the related statements of
    income, stockholders' equity, and cash flows for the year then
    ended (not presented herein) and in our report dated February 22,
    2002, we expressed an unqualified opinion on those financial
    statements.  In our opinion, the information set forth in the
    accompanying balance sheet as of December 31, 2001, is fairly
    stated, in all material respects, in relation to the balance
    sheet from which it has been derived.




                              /s/ BKD, LLP


Little Rock, Arkansas
July 23, 2002


                                  -4-


<PAGE>


                        CONX Capital Corporation
                             Balance Sheets
                   June 30, 2002 and December 31, 2001

    Assets

                                                         2002        2001
                                                    (Unaudited)
                                                   ---------------------------

      Cash                                         $   138,444     $   888,826

      Accounts receivable - affiliated company             --           87,974
      Notes receivable - affiliated companies        1,620,382         739,027
      Equipment, at cost, net of accumulated
        depreciation                                 5,414,517       6,452,176
                                                   -----------      ----------

                                                   $ 7,173,343     $ 8,168,003
                                                   ===========     ===========


    Liabilities and Stockholders' Equity

      Liabilities
        Income taxes payable                       $   209,431     $       --
        Long-term debt                               3,556,210       5,183,758
        Deferred income taxes                        1,129,705       1,126,488
                                                    ----------      ----------

           Total liabilities                         4,895,346       6,310,246
                                                    ----------      ----------

    Stockholders' Equity
      Common stock, $.01 par value, authorized
         and issued 7,000,000 shares                   70,000          70,000
    Retained earnings                               2,225,997       1,805,757
                                                   ----------      ----------
                                                    2,295,997       1,875,757

    Treasury stock, at cost, 350,000 shares           (18,000)        (18,000)
                                                   ----------      ----------

                                                    2,277,997       1,857,757
                                                   ----------      ----------

                                                  $ 7,173,343     $ 8,168,003
                                                   ==========      ==========

                                   -5-


<PAGE>



                          Statements of Income
                       Three Months and Six Months
                       Ended June 30, 2002 and 2001


                        Three Months Ended June 30,  Six Months Ended June 30,
                              2002         2001         2002       2001
                        ------------------------------------------------------
                                (Unaudited)               (Unaudited)


   Lease Income        $   898,209   $ 1,152,600     $ 1,805,361   $ 2,305,200
                        ----------    ----------      ----------    ----------

   Operating Expenses
     Management fees        15,000        15,000          30,000        30,000
     Depreciation          514,121       678,785       1,022,594     1,357,570
     Interest expense       62,566       149,004         133,162       303,334
     Professional fees      11,781        12,444          18,981        21,444
     Directors' fees         5,000         5,000          10,000        10,000
     Rent                    1,500         1,500           3,000         3,000
     Taxes and licenses      1,160         4,861           1,425         8,566
     Other                     107           113           1,121           126
                        ----------     ---------       ---------     ---------

                           611,235       866,707       1,220,283     1,734,040
                        ----------     ---------       ---------     ---------

   Operating Income        286,974       285,893         585,078       571,160

   Other Income             28,936         8,256          47,810        15,141
                        ----------     ---------       ---------    ----------

   Income Before Income
     Taxes                 315,910       294,149         632,888       586,301

   Provision for Income
     Taxes                  91,277       113,601         212,648       228,459
                        ----------     ---------       ---------    ----------

   Net Income          $   224,633   $   180,548     $   420,240   $   357,842
                        ==========    ==========      ==========    ==========

<PAGE>


   Earnings Per Share
      Net income       $   224,633   $   180,548     $   420,240   $   357,842

   Weighted average
     shares of common
     stock               6,650,000     6,650,000       6,650,000     6,650,000
                        ----------    ----------      ----------    ----------

   Basic earnings per
     share             $     .0338   $     .0272     $     .0632   $     .0538
                        ==========    ==========      ==========    ==========






   See Notes to Financial Statements

                                    -6-

<PAGE>


                       CONX Capital Corporation
               Statements of Changes in Stockholders' Equity
                 Six Months Ended June 30, 2002 and 2001



                                   Common     Retained    Treasury
                                    Stock     Earnings     Stock       Total
                                 ---------------------------------------------


   Balance, January 1, 2000   $   70,000   $  915,428   $ (18,000)  $  967,428

     Net income (unaudited)           --      357,842           --     357,842
                                --------    ---------    ---------   ---------

   Balance, June 30, 2001         70,000    1,273,270      (18,000)  1,325,270


     Net income (unaudited)           --      532,487           --     532,487
                               ---------  -----------   -----------  ---------


   Balance, December 31, 2001     70,000    1,805,757      (18,000)  1,857,757

   Net income (unaudited)             --      420,240           --     420,240
                               ---------  -----------   -----------  ---------

   Balance, June 30, 2002
     (Unaudited)              $   70,000  $ 2,225,997   $  (18,000) $2,277,997
                               =========  ===========    =========   =========








   See Notes to Financial Statements

                                    -7-

<PAGE>

                         CONX Capital Corporation
                         Statements of Cash Flows
                  Six Months Ended June 30, 2002 and 2001


                                                    2002            2001
                                                 (Unaudited)     (Unaudited)
                                                -----------------------------
    Operating Activities

      Net income                                $    420,240    $   357,842
      Items not requiring (providing) cash
        Depreciation                               1,022,594      1,357,570
        Gain on sale of equipment                     (6,435)        (3,738)
        Deferred income taxes                          3,217        228,459
      Changes in
        Accounts receivable                           87,974            566
        Accounts payable and accrued expenses        209,431         (3,500)
                                                  ----------      ----------
          Net cash provided by operating
             activities                            1,737,021       1,937,199
                                                  ----------      ----------

    Investing Activities
      Proceeds from sale of equipment                 21,500          31,500
      Increase of notes receivable                  (881,355)       (322,255)

                                                  ----------      ----------

      Net cash used in investing activities         (859,855)       (290,755)
                                                  ----------      -----------

<PAGE>



    Financing Activities
      Payments on long-term debt                  (1,627,548)     (1,832,124)
                                                  ----------      ----------

        Net cash used in financing activities     (1,627,548)     (1,832,124)
                                                  ----------      ----------

    Decrease in Cash                                (750,382)       (185,680)

    Cash, Beginning of Period                        888,826         227,948
                                                  ----------      ----------

    Cash, End of Period                          $   138,444     $    42,268
                                                  ==========      ==========

    Supplemental Cash Flows Information

      Interest paid                              $   133,162     $   303,334


   See Notes to Financial Statements

                                    -8-


<PAGE>


                         CONX Capital Corporation

                       Notes to Financial Statements

                    June 30, 2002 and December 31, 2001



    Note 1:   Nature of Operations and Summary of Significant Accounting
              Policies


      Nature of Operations

        CONX Capital Corporation, a Delaware Corporation, is a
        specialty commercial finance company engaged in the business
        of originating and securing loans and equipment leases to
        smaller businesses, with a primary initial focus on regional
        trucking companies.  The Company was organized in April 1998
        with its headquarters located in Carson City, Nevada.  The
        Company originates loans and leases through marketing offices
        located in Carson City, Nevada, and Little Rock, Arkansas.
        For the periods ended June 30, 2002 and 2001, all lease
        income was derived from one affiliated company.


      Accounting Policies

        All adjustments made to the unaudited financial statements
        were of a normal recurring nature.  In the opinion of
        management, all adjustments necessary for a fair presentation
        of the results of interim period have been made.  The results
        of operations for the period are not necessarily indicative
        of the results to be expected for the full year.

        These financial statements should be read in conjunction with
        the financial statements and notes thereto included in the
        Company's Form 10 filed with the Securities and Exchange
        Commission.


<PAGE>


     Use of Estimates

        The preparation of financial statements in conformity with
        accounting principles generally accepted in the United States
        of America 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.


     Equipment

        Equipment is depreciated over the estimated useful life of
        each asset.  Annual depreciation is computed using the
        straight-line method.  Estimated useful lives are as follows:


              Tractors                                       5 years
              Trailers                                      10 years

<PAGE>



     Income Taxes

        Deferred tax liabilities and assets are recognized for the
        tax effects of differences between the financial statement
        and tax bases of assets and liabilities.  A valuation
        allowance is established to reduce deferred tax assets if it
        is more likely than not that a deferred tax asset will not be
        realized.


     Revenue Recognition

        The Company recognizes operating lease income on the straight-
        line basis over the life of the operating leases.  These
        operating leases contain provisions for service charges on
        late payments equal to two percent of the lease payment or,
        if less, the highest rate allowed by Nevada law.  The leases
        also contain excess mileage charges in the amount of five
        cents per mile for miles in excess of 150,000 miles
        determined on an annual basis.  Initial direct costs are
        expensed over the life of the corresponding lease in
        proportion to the recognition of lease income.

        At June 30, 2002, the approximate future minimum lease income
        under these operating leases are as follows:

                                                       (Unaudited)
                                                       -----------

           2002                                        $  222,498
                                                        =========



     Operating Leases

        The Company leases equipment under noncancellable operating
        leases.  These leases expire in various years through 2002
        and convert to a month-to-month basis if the Company does not
        receive notice of termination.  These leases require the
        lessee to pay all executory costs (property taxes,
        maintenance and insurance).  Rental income under these
        operating leases was $1,805,361 and $2,305,200 for the six
        months ended June 30, 2002 and 2001, respectively.

        Equipment under operating leases consists of the following at
        June 30, 2002 and December 31, 2001:


                                               2002
                                           (Unaudited)         2001
                                        --------------------------------

          Tractor                         $ 9,008,213     $ 9,077,743
          Trailers                          2,465,894       2,465,894
                                           ----------      ----------
                                           11,474,107      11,543,637

          Less accumulated depreciation     6,059,590       5,091,461
                                          -----------     -----------

                                          $ 5,414,517     $ 6,452,176
                                           ==========      ==========


                                   -9-


<PAGE>

                         CONX Capital Corporation

                       Notes to Financial Statements

                    June 30, 2002 and December 31, 2001





    Note 2:   Long-term Debt

                                                           (Unaudited)
                                                          -------------

       Note payable - Navistar Financial Corp. (A)         $ 2,174,876
       Note payable - Banc One Leasing Corp. (B)               310,801
       Note payable - Fleet Capital Leasing (C)                223,826
       Note payable - GE Capital Corp. (D)                     846,707
                                                            ----------

                                                           $ 3,556,210
                                                            ==========



    Aggregate annual maturities of long-term debt at
      June 30, 2002:

           2002                                            $ 1,410,940
           2003                                              1,409,947
           2004                                                531,625
           2005                                                203,698
                                                             ---------

                                                           $ 3,556,210
                                                            ==========



    (A)  Due in monthly installments through 2003 ranging from $2,253
         to $53,693; including interest from 6.5% to 7.4%; secured by
         trucks and trailers.  Notes are guaranteed by Continental Express
         SD, Inc. (see Note 3)

    (B)  Due October 30, 2003; payable $14,892 monthly, including
         interest at 7.83%; secured by trailers.  Note is guaranteed by
         Continental Express SD, Inc. (see Note 3)

    (C)  Due January 28, 2003; payable $45,367 monthly, including
         interest at 6.5%; secured by tractors and trailers.  Note is
         guaranteed by Continental Express SD, Inc. (see Note 3)

    (D)  Due January 13, 2004; payable $36,421 monthly, including
         interest at 8.26%; secured by trucks.  Note is guaranteed by
         Continental Express SD, Inc. (see Note 3)


<PAGE>


    NOTE 3:   Related Party Transactions

       The Company leases all of its equipment to Continental
       Express SD, Inc., an affiliated company, which has common
       ownership with the Company.  The lessor is required to pay
       all executory costs (property taxes, maintenance and
       insurance).  The Company uses the management and office
       supplies of Harvey, Inc., an affiliated company, which is
       owned by the Company's principal stockholder.  The Company
       paid Harvey, Inc. $30,000 during the six months ended June
       30, 2002 and 2001, for management fees.


                                   -10-


<PAGE>


                         CONX Capital Corporation

                       Notes to Financial Statements

                    June 30, 2002 and December 31, 2001




       The Company has a note receivable from Harvey Manufacturing,
       LLC, an affiliated company, in the amount of $767,583 and
       $739,027 at June 30, 2002 and December 31, 2001,
       respectively.  This note bears interest at 8.25%.

       The Company has a note receivable from Continental Express
       SD, Inc., an affiliated company, in the amount of $852,799 at
       June 30, 2002.  This note bears interest at 8.25%.

       At June 30, 2002, the approximate future minimum lease income
       under these operating leases are as follows:

                                                            (Unaudited)
                                                           -------------

               2002                                         $  222,498
                                                             =========



    Note 4:   Income Taxes

      The provision for income taxes includes these components:

                                                  2002          2001
                                              (Unaudited)   (Unaudited)
                                             ---------------------------

        Taxes currently payable              $  209,431      $      --
        Deferred income taxes                     3,217         228,459
                                              ---------       ---------

                                             $  212,648      $  228,459
                                              =========       =========

                                   -11-



<PAGE>

                         CONX Capital Corporation

                       Notes to Financial Statements

                    June 30, 2002 and December 31, 2001


        A reconciliation of income tax expense at the statutory rate
        to the Company's actual income tax expense is shown below:


                                                  2002         June 30, 2001
                                               (Unaudited)       (Unaudited)
                                              -------------------------------

          Computed at the statutory rate (34%)  $  215,182       $  199,342

          Increase (decrease) resulting from
            Other                                   (2,534)          29,117
                                                 ---------        ---------

          Actual tax provision                  $  212,648       $  228,459
                                                 =========        =========


        The tax effects of temporary differences related to deferred
        taxes shown on the balance sheets were:

                                                 2002          December 31,
                                              (Unaudited)          2001
                                             -------------------------------
           Deferred tax assets
             Net operating loss carryforwards
               (expiring 2019)                 $        --      $   434,425

           Deferred tax liabilities
             Accumulated depreciation            (1,129,705)     (1,238,866)
                                                 -----------     -----------

           Net deferred tax liability          $ (1,129,705)    $  (804,441)
                                                ===========      ==========


Note 5:   Equipment

        Equipment consists of the following at June 30, 2002 and
        December 31, 2001:

                                                2002
                                             (Unaudited)           2001
                                             -------------------------------



              Tractors                        $ 9,008,213        $ 9,077,743
              Trailers                          2,465,894          2,465,894
                                              -----------        -----------
                                               11,474,107         11,543,637
              Less accumulated depreciation     6,059,590          5,091,461
                                              -----------        -----------

                                             $ 5,414,517         $ 6,452,176
                                              ==========          ==========


                                    -12-

<PAGE>




     ITEM 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operation

          The following discussion  and analysis below should  be read
     in conjunction with the financial statements, including the notes
     thereto, appearing elsewhere in this Quarterly Report on Form 10-
     Q.  To  date,  the  Company's  only  activities  and  sources  of
     operating revenue  have been leases of tractor  and trailer truck
     equipment to one affiliated company, Continental Express SD, Inc.

     Results of Operations

          Three Month Period ended June 30, 2002

     Lease income was  $898,209  for the quarter ended  June 30, 2002,
     as  compared  to  $1,152,600  for  the  same  period  in  2001, a
     decrease    of   $254,391   or   22.1%.    Operating     expenses
     (consisting   primarily  of  interest  and  depreciation) for the
     three  month  period  ended   June 30, 2002  were  $611,235,  and
     operating expenses as a  percentage of lease income  were  68.1%.
     For the same period in 2001, operating expenses  were   $866,707,
     a  decrease  of  $255,472  or   29.5%.   Operating   expenses  as
     a percentage of  lease  income  were 75.2% for the second quarter
     of 2001.

     Income  from  operations  for the  quarter   ended  June 30, 2002
     was  $286,974,  as   compared   to   $285,893   for   the  second
     quarter  of  2001,   resulting  in  an  increase   of  $1,081  or
     0.4% in  2002 over  2001.   Other  income  for  the  three  month
     period  ended June 30, 2002 was  $28,936,  as compared to  $8,256
     for the second  quarter  of  2001.  Income  before  income  taxes
     for   the  quarter  ended  June 30, 2002  was  $315,910,  with  a
     provision for income taxes  of $91,277, resulting in  net  income
     for the three  month  period  ended  June 30, 2002  of  $224,633.
     For  the  quarter  ending  June 30, 2001,  income  before  income
     taxes was $294,149, with a provision for income taxes of $113,601
     resulting in net income for the period of $180,584.  As a result,
     income  before  income  taxes  increased   $21,761  or  7.4%  and
     net income increased  $44,085 or 24.4% for  the second quarter of
     2002 over the same period in 2001.


                                  -13-



<PAGE>



     Six Month Period Ended June 30, 2002


     Lease income was  $1,805,361  for  the  six months ended June 30,
     2002,  as  compared  to  $2,305,200  for the same period in 2001,
     a  decrease of $499,839 or 21.7%.  Operating expenses (consisting
     primarily  of  interest  and  depreciation)  for  the  six  month
     period ended June 30, 2002 were $1,220,283 and operating expenses
     as a percentage of lease income were 67.6%.   For the same period
     in  2001,  operating  expenses  were  $1,734,040,  a  decrease of
     $513,757 or 29.7%.   Operating  expenses as a percentage of lease
     income were 75.2% for the first six months of 2001.

     Income  from  operations  for  the six months ended June 30, 2002
     was  $585,078,  as  compared  to  $571,160   for  the  first  six
     months  of  2001,  resulting in an increase of $13,918 or 2.4% in
     2002  over  2001.  Other  income  for  the six month period ended
     June  30,  2002  was $47,810 as compared to $15,141 for the first
     six  months  of  2001.   Income  before  income taxes for the six
     month  period  ended June 30, 2002 was $632,888, with a provision
     for  income  taxes  of  $212,648, resulting in net income for the
     six  month  period  ended June 30, 2002 of $420,240.  For the six
     month  period  ended  June 30, 2001,  income  before income taxes
     was  $586,301,  with  a  provision  for income taxes of $228,459,
     resulting in net income for the period of $357,842.  As a result,
     income  before  income  taxes  increased  $46,587 or 7.9% and net
     income  increased  $62,398  or  17.4% for the first six months of
     2002 over the same period in 2001.


<PAGE>


     Liquidity and Capital Resources

          The  Company's  current  assets  and  working   capital  are
     sufficient  to meet  its  needs  for the  next  twelve months  of
     operation as the  Company is currently  operating.  However,  the
     Company has  an ongoing need  to finance its  lending activities.
     This need is expected to fluctuate as the volume of the Company's
     loan and lease  originations  increase and decrease over the next
     twelve months.  The Company's primary cash  requirements  include
     the funding of (i) loans to  affiliated  entities  entering  into
     equipment leases,  (ii)  overcollateralization or reserve account
     requirements in connection with loans  pooled  and   sold,  (iii)
     interest,  fees, and  expenses  associated  with  the   Company's
     warehouse credit and repurchase facilities with certain financial
     institutions,  (iv)  federal   and  state  income  tax  payments,
     and    (v)   ongoing   administrative   and    other    operating

                                    -14-


<PAGE>


     expenses. To date,  the Company currently  has funded these  cash
     requirements by  credit facilities granted by  Navistar Financial
     Corporation, Banc One Leasing Corporation, GE Capital Corporation
     and  Fleet  Capital  Leasing  and  guaranteed  by  the  Company's
     affiliate,  Continental Express SD, Inc.


     Inflation

          The  impact of inflation is reflected  in the increased cost
     of the Company's operating  expenses, excluding depreciation  and
     interest  expense.   Changes  in  interest rates  have  a greater
     impact  on  the Company's  performance  than  do the  effects  of
     general  levels  of  inflation.   Inflation  affects  the Company
     primarily  through its effect  on interest rates,  since interest
     rates  normally increase  during periods  of  high inflation  and
     decrease during periods of low inflation.  The Company intends to
     manage  its exposure  to  inflationary  interest  rate  risks  by
     closely  monitoring  the  difference  or   spread    between  the
     effective rate of interest received  by the Company and the rates
     payable by the Company.


     ITEM  3.  Quantitative  and Qualitative Disclosures  About Market
               Risk


          Market risk  represents  the potential  loss resulting  from
     adverse changes  in the  value of  financial instruments,  either
     derivative or non-derivative, caused by fluctuations in  interest
     rates,  foreign  exchange  rates, commodity  prices,  and  equity
     security prices. The  Company handles market risks  in accordance
     with  its established  policies; however,  the  Company does  not
     enter into derivatives or other financial instruments for trading
     or  speculative purposes.  The Company  does  not have  financial
     instruments  to manage  and  reduce  the  impact  of  changes  in
     interest  rates   at   June 30, 2002   and    December  31, 2001.
     The Company held various financial  instruments at  June 30, 2002
     and   2001,   consisting  of  financial  assets  and  liabilities
     reported in the  Company's  Balance  Sheets.     (For  additional
     information   regarding  these  financial instruments,  refer  to
     Note 2 to the Company's financial statements.)


<PAGE>


          Interest Rate Risk - The Company is subject to interest rate
     risk  by financing  operations through  the  issuance of  certain
     long-term Notes issued to various lenders.  The fair market value
     of long-term,   fixed-interest rate debt  is subject to  interest
     rate risk. Generally, the fair value of fixed-interest  rate debt
     will increase  as  interest  rates  fall  and  will  decrease  as
     interest rates rise.

          Foreign-Exchange  Rate Risk -  The Company currently  has no
     exposure  to  foreign-exchange  rate  risk  because  all  of  its
     financial instruments are denominated in U.S. dollars.

          Commodity   Price  Risk  -  The  Company  has  no  financial
     instruments subject to commodity price risk.

          Equity Security Price  Risk - The  Company has no  financial
     instruments subject to equity security price risk.


                                    -15-


<PAGE>


                        PART II -- OTHER INFORMATION


     ITEM 1.  Legal Proceedings

     There are no  legal proceedings involving the Company  as a party
     or involving any of the Company's assets or leased properties.


     ITEM 2.  Changes in Securities

     None  of the  rights  of the  holders  of  any of  the  Company's
     securities  were materially modified during the period covered by
     this report.   In addition, no class of securities of the Company
     was  issued or modified which materially limited or qualified any
     class of its registered securities.


     ITEM 3. Defaults Upon Senior Securities

     During the  period covered by  this report there was  no material
     default in  the payment  of any  principal, interest,  sinking or
     purchase  fund installment,  or any  other  material default  not
     cured  within 30  days with  respect to  any indebtedness  of the
     Company.


     ITEM 4.  Submission of Matters to a Vote of Security Holders

     There were no matters submitted to a vote of security holders.


     ITEM 5.  Other Information

     None


     ITEM 6. (a)   Exhibits and Reports on Form 10-Q


     Exhibit Number                      Description of Exhibit
     --------------                      ----------------------

     99.1                                 Certificate of Chief Executive
                                          Officer of CONX Captial Corporation
                                          pursuant to 18 U.S.C. Section 1350.


     99.2                                 Certificate of Chief Financial
                                          Officer of CONX Captial Corporation
                                          pursuant to 18 U.S.C. Section 1350.




          (b)  Reports on Form 8-K

     No reports were filed for the period covered by this report.


                                   -16-

<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.

                                   CONX Capital Corporation


                                   By:   /s/ Edward M. Harvey
                                        ------------------------------------
                                        Edward M. Harvey, Chairman, Director
                                        and President (Principal Executive
                                        Officer)

                                        Dated:   August 15, 2002

                                   By:   /s/ Todd W. Tiefel
                                        ------------------------------------
                                        Todd W. Tiefel, Secretary, Treasurer
                                        and Director (Principal Financial and
                                        Accounting Officer)

                                        Dated:   August 15, 2002



                                   -17-



<PAGE>


                                                          Exhibit 99.1




                     CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                            OF CONX CAPTIAL CORPORATION
                        PURSUANT TO 18 U.S.C. SECTION 1350



        In connection with the accompanying report on Form 10-Q for
   the period ending June 30, 2002 and filed with the Securities and
   Exchange Commission on the date hereof (the "Report"), I, Edward
   M. Harvey, Chief Executive Officer of CONX Capital Corporation,
   hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted
   pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that:


                 1.  The report fully complies with the requirements
                     of Section 13 (a) or 15 (d) of the Secutities
                     Exchange act of 1934; and

                 2.  The information contained in the Report fairly
                     presents, in all material respects, the financial
                     condition and results of operations of the company.



                                            /s/ Edward M. Harvey
                                            ---------------------------
                                            Edward M. Harvey
                                            Chief Executive Officer



                                   -18-


<PAGE>


                                                          Exhibit 99.2




                      CERTIFICATION OF CHIEF FINANCIAL OFFICER
                            OF CONX CAPTIAL CORPORATION
                        PURSUANT TO 18 U.S.C. SECTION 1350



        In connection with the accompanying report on Form 10-Q for
   the period ending June 30, 2002 and filed with the Securities and
   Exchange Commission on the date hereof (the "Report"), I, Todd W.
   Tiefel, Chief Financial Officer of CONX Capital Corporation, hereby
   certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
   to Section 906 of the Sarbanes - Oxley Act of 2002, that:


                 1.  The report fully complies with the requirements
                     of Section 13 (a) or 15 (d) of the Secutities
                     Exchange act of 1934; and

                 2.  The information contained in the Report fairly
                     presents, in all material respects, the financial
                     condition and results of operations of the company.



                                            /s/ Todd W. Tiefel
                                            ----------------------------
                                            Todd W. Tiefel
                                            Chief Financial Officer




                                   -19-