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 March 31, 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  March 31, 2004,  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 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

                 March 31, 2004 and December 31, 2003

































                                    -2-


   <PAGE>




                         CONX Capital Corporation

                   March 31, 2004 and December 31, 2003




   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 accompanying balance sheet of CONX Capital
   Corporation as of March 31, 2004, and the related statements of
   income, stockholders' equity and cash flows for the three-month
   periods ended March 31, 2004 and 2003.  These interim 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.

   We have previously audited, in accordance with auditing standards
   generally accepted in the United States of America, 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 March 5,
   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
   April 26, 2004

                                    -4-

  <PAGE>


                           CONX Capital Corporation
                               Balance Sheets
                     March 31, 2004 and December 31, 2003




  Assets

                                               March 31,
                                                 2004         December 31,
                                              (Unaudited)        2003
                                               ---------      ----------

  Cash                                        $   258,135   $    90,465
  Accounts receivable - other                      93,404        93,404
  Accounts receivable - affiliated companies      258,035       236,735
  Notes receivable - affiliated companies       2,940,064     3,233,815
  Equipment, at cost, net of accumulated
  depreciation                                  4,654,626     5,193,799
                                                ---------     ---------

                                              $ 8,204,264   $ 8,848,218
                                                =========     =========



  Liabilities and Stockholders' Equity
    Liabilities
      Accrued expenses - affiliated
        companies                             $    25,310   $    37,719
      Income taxes payable                        282,048       296,563
      Long-term debt                            3,207,930     3,690,649
      Deferred income taxes                     1,055,780     1,253,750
                                                ---------     ---------

        Total liabilities                       4,571,068     5,278,681
                                                =========     =========


    Stockholders' Equity
      Common stock, $.01 par value,
        7,000,000 shares authorized
        and issued                                  70,000       70,000
      Retained earnings                          3,581,196    3,517,537
      Treasury stock, at cost
        Common - 350,000 shares                    (18,000)     (18,000)
                                                 ---------    ---------

                                                 3,633,196    3,569,537
                                                 ---------    ---------

                                               $ 8,204,264  $ 8,848,218
                                                 =========    =========

  See Notes to Financial Statements

                                    -5-

  <PAGE>



                       CONX Capital Corporation
                         Statements of Income
              Three Months Ended March 31, 2004 and 2003




                                           Three Months Ended March 31,
                                                 2004        2003
                                                   (Unaudited)
                                          -----------------------------

  Lease Income                                 $  572,400    $  868,100

  Gain on Sale of Equipment                        64,304           --
                                                  -------      --------

                                                  636,704       868,100
                                                  -------       -------

   Operating Expenses
     Management fees                               20,000        15,000
     Depreciation                                 452,377       555,154
     Professional fees                              7,200         7,200
     Directors fees                                 5,000         5,000
     Rent                                           1,500         1,500
     Taxes and licenses                             7,923         9,165
     Interest                                      56,192        88,217
                                                  -------       -------

                                                  550,192       681,236
                                                  -------       -------

   Operating Income                                86,512       186,864


   Other Income
     Interest                                      31,295        27,301
                                                  -------       -------


   Income Before Income Taxes                     117,806       214,165


   Provision for Income Taxes                      54,148        61,404
                                                  -------       -------

   Net Income                                 $    63,659   $   152,761
                                                  =======       =======


   Earnings Per Share
     Net income                               $    63,659   $   152,761
     Weighted average shares of common stock    6,650,000     6,650,000
                                                ---------     ---------

     Basic earnings per share                 $     .0095   $    0.0229
                                                =========     =========


  See Notes to Financial Statements

                                    -6-

<PAGE>




                            CONX Capital Corporation
                       Statements of Stockholders' Equity
                   Three Months Ended March 31, 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)            --      152,761         --       152,761

  Balance, March 31, 2003
    (Unaudited)                   70,000    3,185,107    (18,000)    3,237,107


    Net income (unaudited)            --      332,430         --       332,430
                                 -------    ---------    --------    ---------

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

    Net income (unaudited)            --       63,659         --        63,659
                                  ------    ---------    --------    ---------

  Balance, March 31, 2004
    (Unaudited)                $  70,000  $ 3,581,196  $ (18,000)  $ 3,633,196
                                  ======    =========    ========    =========



  See Notes to Financial Statements

                                    -7-


<PAGE>




                          CONX Capital Corporation
                          Statements of Cash Flows
                 Three Months Ended March 31, 2004 and 2003





                                              March 31,         March 31,
                                                2004              2003
                                             (Unaudited)       (Unaudited)
                                             -----------------------------

  Operating Activities
    Net income                                 $   63,659    $   152,761
    Items not requiring cash
      Depreciation                                452,377        555,154
      Deferred income taxes                      (197,970)        36,518
    Changes in                                    (64,304)
      Accounts receivable                         (21,300)         2,358
      Accounts payable and accrued expenses         5,591         16,212
      Income tax payable                          (14,515)            --
                                                 --------       --------

        Net cash provided by operating
          activities                              205,538        763,003
                                                 --------       --------

  Investing Activities

    Proceeds from sale of equipment               151,000             --

    Decrease (Increase) in notes receivable       293,751       (207,296)
                                                 --------       --------
     Net cash provided by (used in)
        investing activities                      444,851       (207,296)
                                                 --------       --------

  Financing Activities

    Payments on long-term debt                   (482,719)      (561,503)
                                                 --------       --------

      Net cash used in financing activities      (482,719)      (561,503)
                                                 --------       --------

  Increase (Decrease) in Cash                     167,670         (5,796)

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

  Cash, End of Period                          $  258,135    $    50,691
                                                 ========      =========

  Supplemental Cash Flow Information

    Interest paid                              $   56,192    $    88,217



  See Notes to Financial Statements

                                    -8-
<PAGE>



                          CONX Capital Corporation
                        Notes to Financial Statements
                     March 31, 2004 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 three months ended March 31, 2004 and the year
    December 31, 2003, all lease income was derived from one
    affiliated company.  The results of operations for the three
    months ended March 31, 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.


<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.


  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 Corporation
                        Notes to Financial Statements
                     March 31, 2004 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 March 31, 2004, the approximate future minimum lease
    income under these operating leases are as follows:


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

           2004                          $   889,200
           2005                            1,185,600
           2006                            1,026,000
                                           ---------

                                         $ 3,100,800
                                           =========


<PAGE>



  Earnings Per Share

   Earnings per share have been computed based upon the weighted-
   average common shares outstanding during each period.


  Operating Leases

    The Company leases equipment under noncancelable operating
    leases.  These leases expire in various years through 2003
    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 $572,400 and $3,024,901 for the three
    months and year ended March 31, 2004 and December 31, 2003,
    respectively.



                                    -10-

<PAGE>





                          CONX Capital Corporation
                        Notes to Financial Statements
                     March 31, 2004 and December 31, 2003






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


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


       Tractors                         $  7,940,749     $  8,461,527
       Trailers                            2,412,661        2,412,661
                                          ----------       ----------
                                          10,353,410       10,874,188
         Less accumulated depreciation     5,698,784        5,680,389
                                          ----------       ----------
                                        $  4,654,626     $  5,193,799
                                          ==========       ==========




  Note 2:   Long-term Debt

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

   Note payable - Navistar Financial
     Corporation (A)                     $  2,832,309    $  3,261,922
   Note payable - GE Capital
     Corporation (B)                          375,621         428,727
                                           ----------      ----------

                                         $  3,207,930    $  3,690,649
                                           ==========      ==========



    Aggregate annual maturities of long-term debt at March 31, 2004:


           2004                          $  1,008,302
           2005                             1,249,742
           2006                               949,886
                                           ----------

                                         $  3,207,930
                                           ==========



    (A)  Due in monthly installments through 2004 ranging from $2,253
         to $53,693 with total monthly payments of approximately $160,000;
         including interest from 6.0% to 7.4%; secured by tractors and
         trailers.  Notes are guaranteed by Continental Express SD, Inc.
         (see Note 5)

    (B)  Due December 1, 2005; payable $39,854 monthly, including
         variable rates 3.19% at March 31, 2004; secured by tractors.
         Note is guaranteed by Continental Express SD, Inc. (see Note 5)


                                    -11-

<PAGE>




                          CONX Capital Corporation
                        Notes to Financial Statements
                     March 31, 2004 and December 31, 2003









  NOTE 3:   Income Taxes

    The provision for income taxes includes these components:


                                           2004        March 31,
                                        (Unaudited)      2003
                                                      (Unaudited)
                                         -----------------------

      Taxes currently payable          $  252,118    $   24,886
      Deferred income taxes              (197,970)       36,518
                                         --------      --------

                                       $   54,148    $   61,404
                                         ========      ========



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


                                           2004        March 31,
                                        (Unaudited)      2003
                                                      (Unaudited)
                                         -----------------------

      Computed at the statutory
        rate (34%)                      $  40,054     $  72,816

      Increase (decrease) resulting
        from

          Other                            14,094       (11,412)
                                         --------      ---------


      Actual tax provision              $  54,148     $  61,404
                                         ========      ========



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


                                           2004         December 31,
                                       (Unaudited)         2003
                                        ---------------------------

     Net deferred tax liability
       Accumulated depreciation       $ (1,055,780)   $ (1,253,750)


                                    -12-


<PAGE>



                          CONX Capital Corporation
                        Notes to Financial Statements
                     March 31, 2004 and December 31, 2003





  Note 4:   Equipment

    Equipment consists of the following at March 31, 2004 and
    December 31, 2003:

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


         Tractors                       $ 7,940,749   $ 8,461,527
         Trailers                         2,412,661     2,412,661
                                         ----------    ----------
                                         10,353,410    10,874,188

         Less accumulated depreciation    5,698,784     5,680,389
                                         ----------    ----------

                                        $ 4,654,626   $ 5,193,799
                                         ==========    ==========




  Note 5:   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 $20,000 and $15,000
    during the three months ended March 31, 2004 and 2003,
    respectively.

    At March 31, 2004 and December 31, 2003, the Company had a
    receivable and interest due from Harvey Manufacturing
    Corporation in the amounts of $868,554 and $854,197,
    respectively.

    At March 31, 2004 and December 31, 2003 the Company had a
    receivable and interest due from Continental Express SD,
    Inc., in the amounts of $2,071,510 and $2,319,059,
    respectively.

    At March 31, 2004 and December 31, 2003, the Company had a
    receivable due from Great Western, LLC, an affiliated
    Company, which is owned by a stockholder, in the amount of $0
    and $60,559, respectively.

    Continental Express SD, Inc., Harvey Manufacturing, LLC and
    Great Western, LLC 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 the rest
    of these 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 Corporation
                        Notes to Financial Statements
                     March 31, 2004 and December 31, 2003






  Note 6:   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 March 31, 2004
    (Unaudited) and December 31, 2003 are more fully discussed in
    Note 5.


  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 were $3,387,978 and $3,207,930 at
    March 31, 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 March 31, 2004

     Lease  income  was  $572,400  for  the  quarter  ended  March 31,
     2004, as compared  to  $868,100 for the  same period  in  2003, a
     decrease  of  $295,700 or 34.1%. Operating  expenses  (consisting
     primarily  of  interest  and  depreciation)  for  the three month
     period   ended  March 31,2004   were   $550,192   and   operating
     expenses  as a  percentage of lease income  was  96.1%.   For the
     same  period  in  2003,  operating  expenses   were   $681,236, a
     decrease  of  $131,044  or  19.2%.  Operating   expenses   as   a
     percentage  of  lease  income  for  the  first  quarter  of  2003
     were  78.5%.

     Operating   Income   for  the quarter  ended  March 31, 2004  was
     $86,512,   as    compared    to    $186,864    for   the    first
     quarter  of  2003,   resulting  in  a  decrease  of  $100,352  or
     53.7% in 2004 when compared to 2003.  Other income for the  three
     month period ended March 31, 2004 was  $31,295,  as  compared  to
     $27,301  for the first quarter  of  2003.   Income before  income
     taxes   for  the  quarter  ended  March 31, 2004   was  $117,806,
     with  a provision for income taxes  of  $54,148, resulting in net
     income  for  the  three  month  period  ended  March 31, 2004  of
     $63,659.   For  the   quarter   ending   March 31, 2003,   income
     before  income  taxes was  $214,165,  with a provision for income
     taxes  of $61,404  resulting  in  net  income  for  the period of
     $152,761.  As  a result, income  before  income  taxes  decreased
     $96,359  or  44.9%  and  net  income  decreased  $89,102 or 58.3%
     for the first quarter of 2004 from the same period in 2003.  This
     decrease  in  net income  is primarily attributable to a decrease
     in  lease  income  for the quarter.  The decrease in lease income
     was  primarily  attributable to certain maturing leases not being
     renewed,  and  a  reduction  in  income generated from contingent
     rental  agreements  based  on  trailer  milage.  In addition, the
     Company's operating expenses, including depreciation and interest
     expense,  decreased  at  a  slower  pace  than  did lease income.



<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) 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.

                                    -15-


<PAGE>


     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 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  March 31, 2004. The Company  held  various
     financial  instruments at March 31, 2004, 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.



                                     -16-


<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.


                                   -17-

<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:   May 14, 2004

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

                                        Dated:   May 14, 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: May 14, 2004

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




                                     -18-


<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: May 14, 2004

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


                                    -19-

<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 March 31, 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 March 31, 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-