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 September 30, 2004

       [  ] 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)

          DELAWARE                                  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 September 30, 2004, the Registrant  had 6,605,200 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 such 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

               September 30, 2004 and December 31, 2003















                                    -2-

<PAGE>




                       CONX Capital Corporation
               September 30, 2004 and December 31, 2003


   Contents

     Report of Independent Registered Public Accounting Firm ..... 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





<PAGE>


        Report of Independent Registered Public Accounting Firm



   Audit Committee, Board of Directors
     and Stockholders
   CONX Capital Corporation
   Little Rock, Arkansas


   We have reviewed the accompanying balance sheet of CONX Capital
   Corporation as of September 30, 2004 and the related statements
   of income for the three-month and nine-month periods ended
   September 30, 2004 and 2003, and stockholders' equity and cash
   flows for the nine-month periods ended September 30, 2004 and
   2003.  The interim financial statements are the responsibility of
   the Company's management.

   We conducted our reviews in accordance with standards of the
   Public Company Accounting Oversight Board (United States).  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 standards of the Public Company
   Accounting Oversight Board, 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.

   We have previously audited, in accordance with the standards of
   the Public Company Accounting Oversight Board (United States),
   the balance sheet as of December 31, 2003, and the related
   statements of income, stockholders' equity and cash flows for the
   year then ended (not presented herein), and in our report dated
   April 26, 2004, 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, 2003, 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
   November 18, 2004

                                    -4-
<PAGE>


                       CONX Capital Corporation
                            Balance Sheets
               September 30, 2004 and December 31, 2003


   Assets
                                                  September
                                                     30,       December
                                                    2004          31,
                                                 (Unaudited)     2003
                                                  ----------------------


   Cash                                         $    23,204    $    90,465
   Accounts receivable - other                       93,404         93,404
   Accounts receivable - affiliated companies       431,894        236,735
   Notes receivable - affiliated companies        3,841,985      3,233,815
   Equipment, at cost, net of accumulated
     depreciation                                 3,565,280      5,193,799
                                                  ---------      ---------

                                                $ 7,955,767    $ 8,848,218
                                                  =========      =========


   Liabilities and Stockholders' Equity

      Liabilities
        Accounts payable/accrued expenses -
          affiliated companies                  $    139,226     $   37,719
        Income taxes payable                         212,867        296,563
        Long-term debt                             2,505,193      3,690,649
        Deferred income taxes                      1,246,906      1,253,750
                                                   ---------      ---------

          Total liabilities                        4,104,192      5,278,681
                                                   ---------      ---------

<PAGE>


      Stockholders' Equity
        Common stock, $.01 par value, 7,000,000
          shares authorized and issued                70,000         70,000
        Retained earnings                          3,859,365      3,517,537
        Treasury stock, at cost
          Common -2004 - 394,800 shares, 2003 -
            350,000 shares                           (77,790)      (18,000)
                                                   ----------     ----------

                                                    3,851,575     3,569,537
                                                   ----------    ----------

                                                  $ 7,955,767    $ 8,848,218
                                                   ==========     ==========


  See Notes to Financial Statements

                                    -5-

<PAGE>

                        CONX Capital Corporation
                          Statements of Income
                      Three Months and Nine Months
                    Ended September 30, 2004 and 2003


                             Three Months Ended         Nine Months Ended
                                September 30,             September 30,
                              2004        2003           2004        2003
                                 (Unaudited)               (Unaudited)
                              -----------------          ----------------

  Lease Income           $   354,900    $  722,851    $ 1,402,200  $ 2,402,925

  Gain on Sale of
    Equipment                309,949       114,400        532,908      128,475
                           ---------     ---------       --------     --------

                             664,849       837,251      1,935,108    2,531,400
                           ---------     ---------      ---------    ---------

  Operating Expenses
    Management fees           30,000        15,000         80,000       45,000
    Depreciation             354,768       544,076      1,229,927    1,657,687
    Professional fees          7,200         7,200         21,600       21,600
    Directors fees             5,000         5,000         15,000       15,000
    Rent                       1,500         1,500          4,500        4,500
    Taxes and licenses            --           564         11,988       10,889
    Interest                  51,656        70,767        147,660      248,447
    Other                      3,772            25          3,894           45
                           ---------     ---------      ---------    ---------

                             453,896       644,132      1,514,569    2,003,168
                           ---------     ---------      ---------    ---------

  Operating Income           210,953       193,119        420,539      528,232

  Other Income
    Interest                  35,977        28,394         97,382       86,844
                           ---------     ---------      ---------    ---------

  Income Before Income
    Taxes                    246,930       221,513        517,921      615,076

  Provision for Income
    Taxes                     69,862       187,373        176,093      252,301
                            --------      --------       --------     --------

  Net Income             $   177,068    $   34,140    $   341,828   $  362,775
                            ========      ========       ========     ========

<PAGE>


  Earnings Per Share
    Net income           $   177,068    $   34,140      $  341,828  $  362,775

    Weighted average
      shares of common
       stock               6,605,200     6,650,000       6,634,958   6,650,000
                           ---------     ---------       ---------   ---------

    Basic earnings
      per share          $     .0268    $    .0051      $    .0515  $    .0546
                           =========      ========       =========    ========



  See Notes to Financial Statements

                                    -6-
<PAGE>



                        CONX Capital Corporation
                   Statements of Stockholders' Equity
              Nine Months Ended September 30, 2004 and 2003



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

  Balance, January 1, 2003   $   70,000   $ 3,032,346  $  (18,000) $ 3,084,346


    Net income (unaudited)           --       362,775          --      362,775
                                -------     ---------    --------    ---------

  Balance, September 30,
    2003 (Unaudited)             70,000     3,395,121      (18,000)  3,447,121

    Net income (unaudited)          --        122,416          --      122,416
                                -------     ---------   ---------    ---------

  Balance, December 31, 2003    70,000      3,517,537      (18,000)  3,569,537


   Stock purchase 44,800
    shares (unaudited)              --            --       (59,970)    (59,790)

   Net income (unaudited)           --       341,828          --       341,828
                               --------     --------      --------    --------

  Balance, September 30,
   2004 (Unaudited)         $   70,000   $ 3,859,365  $  (77,790)  $ 3,851,575
                               =======     =========    ========     =========








  See Notes to Financial Statements

                                    -7-

<PAGE>



                        CONX Capital Corporation
                        Statements of Cash Flows
              Nine Months Ended September 30, 2004 and 2003


                                             September      September
                                                30,            30,
                                               2004           2003
                                            (Unaudited)    (Unaudited)
                                             ------------------------
  Operating Activities
    Net income                             $   341,828    $   362,775
    Items not requiring cash
      Depreciation                           1,229,927      1,657,687
      Gain on sale of equipment               (532,908)      (128,475)
      Deferred income taxes                     (6,844)      (185,358)
    Changes in
      Accounts receivable                     (195,159)       (48,287)
      Accounts payable and
        accrued expenses                        41,717         (2,657)
      Income tax payable                       (83,696)       362,248
                                             ---------      ---------

        Net cash provided by
          operating activities                 794,865       2,017,933
                                             ---------       ---------

  Investing Activities
    Proceeds from sale of equipment            931,500         283,550
    Increase in notes receivable              (608,170)       (616,988)
                                             ---------       ---------

      Net cash provided by (used in)
        investing activities                   323,330        (333,438)
                                             ---------       ---------

   Financing Activities
     Payments on long-term debt             (1,185,456)     (1,657,193)
                                             ---------       ---------

<PAGE>

        Net cash used in financing
          activities                        (1,185,456)      (1,657,193)
                                             ---------        ---------

   Increase (Decrease) in Cash                 (67,261)          27,302

   Cash, Beginning of Period                    90,465           56,487
                                             ---------        ---------

   Cash, End of Period                     $    23,204     $     83,789
                                             =========       ==========

   Supplemental Cash Flow Information

      Interest paid                        $   147,661     $    248,447

      Income taxes paid                     $  278,363     $     61,316







  See Notes to Financial Statements

                                    -8-
<PAGE>


                           CONX Capital Corportation
                         Notes to Financial Statements
               September 30, 2004 (Unaudited) and December 31, 2003



   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 nine months ended September 30, 2004 and the year
        ended December 31, 2003, all lease income was derived from one
        affiliated company.  The results of operations for the nine
        months ended September 30, 2004, are not necessarily
        indicative of the results to be expected for the full year.


     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 periods 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.


     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.

<PAGE>


     Accounts Receivable

       Accounts receivable are stated at the amount billed to
       customers.  The Company provides an allowance for doubtful
       accounts, which is based upon a review of outstanding
       receivables, historical collection information and existing
       economic conditions.  Delinquent receivables are written off
       based on individual credit evaluation and specific
       circumstances of the customer.


     Equipment

       Equipment is depreciated over the estimated useful life of
       each asset.  Annual depreciation is computed using
       accelerated methods.

                                   -9-

<PAGE>


                           CONX Capital Corportation
                         Notes to Financial Statements
               September 30, 2004 (Unaudited) and December 31, 2003


     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 2% 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 September 30, 2004, the approximate future minimum lease
       income under these operating leases are as follows:

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

              2004                             $   296,000
              2005                               1,185,600
              2006                               1,026,000
                                                ----------

                                               $ 2,507,600
                                                 =========

     Earnings Per Share

       Earnings per share have been computed based upon the weighted-
       average common shares outstanding during each period.  There
       are no dilutive or potentially dilutive shares.


     Operating Leases

       The Company leases equipment under noncancelable operating
       leases.  These leases expire in various years through 2006
       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 $1,402,200 and $2,402,925 for the nine
       months ended September 30, 2004 and 2003, respectively.

                                    -10-
<PAGE>


                           CONX Capital Corportation
                         Notes to Financial Statements
               September 30, 2004 (Unaudited) and December 31, 2003


     Equipment under operating leases consists of the following at
     September 30, 2004 and December 31, 2003:

                                               2004
                                            (Unaudited)       2003
                                             -------------------------

        Tractors                          $  5,188,014    $  8,461,527
        Trailers                             2,412,661       2,412,661
                                             ---------       ---------

                                             7,600,675      10,874,188
          Less accumulated depreciation      4,035,395       5,680,389
                                             ---------       ---------

                                          $  3,565,280     $  5,193,799
                                            ==========       ==========



  Note 2:   Long-term Debt

                                                2004
                                            (Unaudited)       2003
                                             -------------------------

         Note payable - Navistar
           Financial Corporation (A)        $ 2,238,210    $ 3,261,922
         Note payable - GE Capital
           Corporation (B)                      266,983        428,727
                                              ---------      ---------

                                            $  2,505,193   $ 3,690,649
                                               =========     =========

<PAGE>


    Aggregate annual maturities of long-term debt
      at September 30, 2004:

         2004                                $   305,565
         2005                                  1,249,742
         2006                                    949,886
                                               ---------

                                             $ 2,505,193
                                               =========

    (A)  Due in monthly installments through 2006 ranging from
         $36,050 to $58,062 with total monthly payments of approximately
         $100,000; including interest from 6.0% to 7.4%; secured by
         tractors and trailers.  Notes are guaranteed by Continental
         Express SD, Inc. (see Note 4)

    (B)  Due December 1, 2005; payable $19,850 monthly, including
         variable rates 3.19% at September 30, 2004; secured by tractors.
         Note is guaranteed by Continental Express SD, Inc. (see Note 4)

                                    -11-
<PAGE>



                           CONX Capital Corportation
                         Notes to Financial Statements
               September 30, 2004 (Unaudited) and December 31, 2003



  NOTE 3:   Income Taxes

      The provision for income taxes includes these components:

                                               Nine Months Ended
                                           September       September
                                           30, 2004        30, 2003
                                          (Unaudited)     (Unaudited)
                                           -------------------------

          Taxes currently payable         $   182,937     $   376,343
          Deferred income taxes                (6,844)       (124,042)
                                             ---------      ----------

                                          $   176,093     $    252,301
                                            =========       ==========


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

                                              Nine Months Ended
                                          September       September
                                          30, 2004        30, 2003
                                         (Unaudited)     (Unaudited)
                                          -------------------------

       Computed at the statutory
         rate (34%)                      $   176,093    $   209,126

       Increase (decrease) resulting
         from other                               --         43,175
                                            --------      ---------

       Actual tax provision               $  176,093    $   252,301
                                            ========      =========

<PAGE>


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

                                             2004
                                          (Unaudited)        2003
                                           --------------------------

       Net deferred tax liability
          Accumulated depreciation       $ (1,246,906)   $ (1,253,750)

                                    -12-

<PAGE>


                           CONX Capital Corportation
                         Notes to Financial Statements
               September 30, 2004 (Unaudited) and December 31, 2003



  Note 4:   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 (maintenance and insurance).  The Company
       uses the management and office supplies of Harvey
       Manufacturing Corporation, an affiliated company, which is
       owned by the Company's principal stockholder.  The Company
       paid Harvey Manufacturing Corporation $80,000 and $45,000
       during the nine months ended September 30, 2004 and 2003,
       respectively.

       At September 30, 2004 and December 31, 2003, the Company had
       a note receivable including interest due from Harvey
       Manufacturing Corporation in the amounts of $897,425 and
       $854,197, respectively.

       At September 30, 2004 and December 31, 2003 the Company had a
       note receivable including interest due from Continental
       Express SD, Inc., in the amounts of $2,944,560 and
       $2,319,059, respectively.

       At December 31, 2003, the Company had a note receivable
       including interest due from Great Western, LLC, an affiliated
       company, which is owned by a stockholder, in the amount of
       $60,559.

       At September 30, 2004 and December 31, 2003, the Company also
       had accounts receivable from Continental Express SD, Inc. of
       $340,894 and $206,735, respectively.

       At September 30, 2004, the Company also had accounts
       receivable from Great Western, LLC of $91,000.

<PAGE>

       At September 30, 2004, the Company also had accounts payable
       to Great Western Leasing LP, an affiliated company, of
       $71,000.

       Continental Express SD, Inc., Harvey Manufacturing, LLC,
       Great Western, LLC, and Great Western Leasing LP have
       received a commitment from the individual who is the
       principal stockholder or member of each of these entities and
       the Company.  The commitment indicates that, should any of
       these entities not have sufficient resources to repay the
       amounts due to the Company or any of the other affiliated
       entities, the principal stockholder/partner will provide that
       entity with resources to enable it to satisfy these
       obligations in full.  Notes receivable from these entities
       are generally due on demand and bear interest at rates of
       3.35% to 8.25%.  Interest is computed monthly on the average
       balance outstanding and added to the note principal.

                                    -13-

<PAGE>


                           CONX Capital Corportation
                         Notes to Financial Statements
               September 30, 2004 (Unaudited) and December 31, 2003


    Note 5:   Disclosures About Fair Value of Financial Instruments

       The following methods were used to estimate the fair value of
       financial instruments.

       The fair values of certain of these instruments were
       calculated by discounting expected cash flows, which method
       involves significant judgments by management and
       uncertainties.  Fair value is the estimated amount at which
       financial assets or liabilities could be exchanged in a
       current transaction between willing parties, other than in a
       forced or liquidation sale.  Because no market exists for
       certain of these financial instruments and because management
       does not intend to sell these financial instruments, the
       Company does not know whether the fair values shown below
       represent values at which the respective financial
       instruments could be sold individually or in the aggregate.


    Long-term Receivables and Payables with Related Parties

       It was not practical to estimate the fair value of long-term
       receivables and payables with related parties.  The terms of
       the amounts reflected in the balance sheets at September 30,
       2004 (Unaudited) and December 31, 2003 are more fully
       discussed in Note 4.


    Long-term Debt

       Fair value is estimated based on the borrowing rates
       currently available to the Company for loans with similar
       terms and maturities.  The estimated fair value and carrying
       amount of long-term debt was $2,627,446 and $2,505,193 at
       September 30, 2004 (Unaudited), respectively, and $3,870,967
       and $3,690,649 at December 31, 2003, respectively.




                                    -14-
<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 September 30, 2004

     Lease income  was  $354,900  for  the quarter ended September 30,
     2004, as compared  to  $722,851 for the  same period  in  2003, a
     decrease  of  $367,951 or 50.9%.  Operating  expenses (consisting
     primarily  of  interest  and  depreciation)  for  the three month
     period  ended September 30, 2004  were  $453,896.  For  the  same
     period   in   2003,   operating   expenses   were   $644,132,   a
     decrease of  $190,236  or   29.5%.

     Operating  Income  for  the quarter  ended September 30, 2004 was
     $210,953,   as    compared    to    $193,119    for   the   third
     quarter  of  2003,   resulting  in  an increase  of  $17,834   or
     9.2% in  2004  over  2003.   Other  income  for the  three  month
     period  ended September 30, 2004  was  $35,977,  as  compared  to
     $28,394  for the third quarter  of  2003.   Income before  income
     taxes for  the  quarter ended  September 30, 2004  was  $246,930,
     with a provision for income taxes  of  $69,862,  resulting in net
     income for the three month  period  ended  September 30, 2004  of
     $177,068.  For  the  quarter  ending September 30, 2003,   income
     before  income  taxes was  $221,513,  with a provision for income
     taxes of $187,373  resulting  in  net  income  for  the period of
     $34,140.  As  a  result, income  before  income  taxes  increased
     $25,417   or   11.4%   and  net  income  increased  $142,928   or
     approximately  418%  for  the third quarter of 2004 from the same
     period  in  2003.  This  increase  in  net  income  is  primarily
     attributable  to  a gain realized on the sale of equipment during
     the  quarter  coinciding with  a decrease in operating  expenses.

                                    -15-



<PAGE>

           Nine Month Period Ended September 30, 2004

      Lease   income   was   $1,402,200  for  the  nine  months  ended
      September 30, 2004,  as  compared  to  $2,402,925  for  the same
      period in 2003,  a  decrease  of  $1,000,725 or 41.7%. Operating
      expenses (consisting primarily of  interest and depreciaton) for
      the   nine    month   period   ended   September 30, 2004   were
      $1,514,569,  and  operating  expenses  as a percentage  of lease
      income  was 78.3%.  For  the  same  period  in  2003,  operating
      expenses  were  $2,003,168,   a decrease  of  $488,599 or 24.4%.
      Operating  expenses  as  a percentage of lease income were 79.1%
      for the nine month period ended September 30, 2003.

      Operating  Income  for  the nine months ended September 30, 2004
      was   $420,539,  as   compared   to   $528,232   for  the  first
      nine months  of  2003,  resulting  in a decrease of $107,693, or
      20.4% in  2004  from  2003.   Other  income  for  the nine month
      period  ended  September 30, 2004  was  $97,382,  as compared to
      $86,844  for  the  first  nine  months  of  2003.  Income before
      income taxes for the first nine  months  of  2004  was $517,921,
      with a provision for income  taxes  of  $176,093,  resulting  in
      net  income  for  the  nine months ending September 30, 2004  of
      $341,828.    For  the  nine  months  ending  September 30, 2003,
      income  before  income  taxes was $615,076,  with   a  provision
      for  income  taxes of $252,301, resulting in net  income for the
      period  of $362,775.  As a result, income before  income   taxes
      decreased $97,155 or 15.8%  and  net  income  decreased  $20,947
      or  5.8%  for  the  first nine months  of  2004  from  the  same
      period  in  2003.  This  decrease in  net  income  is  primarily
      attributable  to  a  decrease  in  lease  income  for  the  nine
      month  period.


     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) interest,  fees, and  expenses  associated
     with  the  Company's  credit  facilities  with  certain financial
     institutions,   (iii)  federal  income  tax  payments,  and  (iv)
     ongoing   administrative   and     other    operating   expenses.

                                    -16-


<PAGE>


     To  date,  the  Company  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 generally 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  September 30, 2004  and  December  31, 2003.
     The Company held various financial instruments  at  September 30,
     2004 and 2003, 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.



     ITEM  4.  Control and Procedures.


          The  Company  maintains disclosure controls  and  procedures
     that  are  designed  to ensure that information  required  to  be
     disclosed  in  the Company's reports pursuant to  the  Securities
     Exchange  Act  of  1934,  as  amended,  is  recorded,  processed,
     summarized and reported within the time periods specified in  the
     SEC's rules  and forms, and that such information is  accumulated
     and communicated to the Company's management, including its Chief
     Executive   Officer   and   its  Chief  Financial   Officer,   as
     appropriate,   to  allow  timely  decisions  regarding   required
     disclosures.  In designing and evaluating the disclosure controls
     and  procedures,  management recognized  that  any  controls  and
     procedures,   no  matter  how  well designed  and  operated,  can
     provide  only  reasonable  assurances of  achieving  the  desired
     control  objectives, and management necessarily was  required  to
     apply its judgment in evaluating the cost-benefit relationship of
     possible controls and procedures.


<PAGE>

          Within 90 days prior to the date of this report, the Company
     carried  out  an evaluation, under the supervision and  with  the
     participation of the Company's Chief Executive Officer and  Chief
     Financial  Officer,  of  the  effectiveness  of  the  design  and
     operation of the Company's disclosure controls and procedures, as
     that  term  is  defined  in Rule 13a-14(c) under  the  Securities
     Exchange Act of 1934, as amended.  Based on this evaluation,  the
     Chief   Executive  Officer  and  Chief  Financial  Officer   have
     concluded  that  the Company's disclosure controls and procedures
     are  effective  in timely alerting the Company's Chief  Executive
     Officer  and  Chief  Financial Officer  to  material  information
     required  to be disclosed in the periodic reports filed with  the
     SEC.

          In addition, the Company's Chief Executive Officer and Chief
     Financial Officer have reviewed the Company's internal  controls,
     and  there  have  been  no significant changes  in  the Company's
     internal  controls  or in other factors that could  significantly
     affect  those  controls  subsequent  to  the  date  of  the  last
     evaluation.


                                     -17-

<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.


                                   -18-

<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:   November 22, 2004

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

                                        Dated:   November 22, 2004



<PAGE>




                               Certifications
                               --------------


   I, Edward M. Harvey, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of CONX
         Capital Corporation;

      2. Based on my knowledge, this quarterly report does not contain
         any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light
         of the circumstances under which such statements were made,
         not misleading with respect to the period covered by this
         quarterly report;

      3. Based on my knowledge, the financial statements, and other
         financial information included in this quarterly report,
         fairly present in all material respects the financial condition,
         results of operations and cash flows of the registrant as of,
         and for, the periods presented in this quarterly report;


      4. The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and we have:

               a) designed such disclosure controls and procedures to
                  ensure that material information relating to the
                  registrant, including its consolidated subsidiaries,
                  is made known to us by others within those entities,
                  particularly during the period in which this quarterly
                  report is being prepared;

               b) evaluated the effectiveness of the registrant's
                  disclosure controls and procedures as of a date within
                  90 days prior to the filing date of this quarterly
                  report (the "Evaluation Date"); and

               c) presented in this quarterly report our conclusions about
                  the effectiveness of the disclosure controls and
                  procedures based on our evaluation as of the Evaluation
                  Date;

<PAGE>


      5. The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of registrant's board of directors (or
         persons performing the equivalent function):

               a) all significant deficiencies in the design or operation
                  of internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and

               b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role
                  in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated
         in this quarterly report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with
         regard to significant deficiencies and material weaknesses.


      Date: November 22, 2004

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




                                     -19-


<PAGE>






   I, Todd W. Tiefel, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of CONX
         Capital Corporation;

      2. Based on my knowledge, this quarterly report does not contain
         any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light
         of the circumstances under which such statements were made,
         not misleading with respect to the period covered by this
         quarterly report;

      3. Based on my knowledge, the financial statements, and other
         financial information included in this quarterly report,
         fairly present in all material respects the financial condition,
         results of operations and cash flows of the registrant as of,
         and for, the periods presented in this quarterly report;


      4. The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and we have:

               a) designed such disclosure controls and procedures to
                  ensure that material information relating to the
                  registrant, including its consolidated subsidiaries,
                  is made known to us by others within those entities,
                  particularly during the period in which this quarterly
                  report is being prepared;

               b) evaluated the effectiveness of the registrant's
                  disclosure controls and procedures as of a date within
                  90 days prior to the filing date of this quarterly
                  report (the "Evaluation Date"); and

               c) presented in this quarterly report our conclusions about
                  the effectiveness of the disclosure controls and
                  procedures based on our evaluation as of the Evaluation
                  Date;

<PAGE>


      5. The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of registrant's board of directors (or
         persons performing the equivalent function):

               a) all significant deficiencies in the design or operation
                  of internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and

               b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role
                  in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated
         in this quarterly report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with
         regard to significant deficiencies and material weaknesses.


      Date: November 22, 2004

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




<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 September 30, 2004 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



                                   -20-


<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 September 30, 2004 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




                                   -21-