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, 2001

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

               For the transition period from _____ to _____


                        Commission File No. 0-31235

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

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

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

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


     Indicate by  check mark whether the  registrant (1) has filed  all
     reports  required  to be  filed  by  Section 13 or  15(d)  of  the
     Securities Exchange  Act of  1934 during  the preceding  12 months
     (or for  such shorter period that  the registrant was required  to
     file  such reports),  and  (2) has  been subject  to  such  filing
     requirements for the past 90 days. YES  X  NO
                                             --    --


<PAGE>


     As  of March  31, 2001,  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,"  "estimates," "expects,"
     "intends,"   "plans,"   "predicts,"   "projects,"    and   similar
     expressions.

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


                                    -1-

<PAGE>






                         CONX Capital Corporation

               Accountants' Report and Financial Statements

                   March 31, 2001 and December 31, 2000







































                                    -2-


<PAGE>










                               CONX CAPITAL CORPORATION

                         MARCH 31, 2001 AND DECEMBER 31, 2000


                                  TABLE OF CONTENTS
                                  -----------------

                                                                   Page
                                                                   ----

      INDEPENDENT ACCOUNTANTS' REPORT . . . . . . . . . . . . . .    4

      FINANCIAL STATEMENTS
        Balance Sheets  . . . . . . . . . . . . . . . . . . . . .    5
        Statements of Income  . . . . . . . . . . . . . . . . . .    6
        Statements of Changes in 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  condensed balance sheet of  CONX CAPITAL
      CORPORATION  as of  March  31,  2001  and the  related  condensed
      statement of income for  the three-month periods ended March  31,
      2001  and  2000  and  the  condensed  statements  of  changes  in
      stockholders  equity and cash  flows for the periods  ended March
      31,   2001  and  2000.    These   financial  statements  are  the
      responsibility of the Company's management.

        We   conducted  our   reviews in   accordance  with   standards
      established  by  the  American  Institute  of  Certified   Public
      Accountants.   A review of interim financial information consists
      principally of applying  analytical procedures to  financial data
      and making  inquiries of  persons responsible  for financial  and
      accounting matters.   It is  substantially less in scope  than an
      audit  conducted in accordance  with generally  accepted auditing
      standards, 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 condensed  financial
      statements referred  to above for  them to be in  conformity with
      generally accepted accounting principles.

        We  have  previously  audited,  in  accordance  with  generally
      accepted auditing standards, the balance sheet as of December 31,
      2000 and the related statements  of income, statements of changes
      in stockholders  equity,  and cash flows for the  year then ended
      and  in our  report  dated  February 22,  2001,  we expressed  an
      unqualified  opinion on  those  financial  statements.    In  our
      opinion,  the information set forth in the accompanying condensed
      financial statements as of December 31, 2000 is fairly stated, in
      all  material respects,  in  relation to  the balance  sheet from
      which it has been derived.

                                    BAIRD, KURTZ & DOBSON


      /s/ Baird, Kurtz & Dobson

      Little Rock, Arkansas
      May 3, 2001

                                    -4-

<PAGE>


                          CONX CAPITAL CORPORATION


                               BALANCE SHEETS


                    MARCH 31, 2001 AND DECEMBER 31, 2000


                                   ASSETS
                                   ------


                                                  March 31,
                                                    2001      December 31,
                                                 (Unaudited)     2000
                                                  ---------    ---------



      Cash                                     $    112,426  $    227,948
      Accounts receivable - affiliated company       96,912        97,478
      Note receivable - affiliated company          341,051       125,000
      Equipment, at cost, net of accumulated
       depreciation                               9,473,820    10,152,605
                                                  ---------    ----------
                                               $ 10,024,209  $ 10,603,031
                                                ===========   ===========


                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

      LIABILITIES
       Accrued expenses                        $     32,448  $     27,968
       Long-term debt                             8,156,199     9,031,653
       Deferred income taxes                        690,840       575,982
                                                 ----------   -----------

         TOTAL LIABILITIES                        8,879,487     9,635,603
                                                  ---------   -----------

<PAGE>

      STOCKHOLDERS' EQUITY
       Common stock, $.01 par value,                 70,000        70,000
         authorized and issued
         7,000,000 shares
       Retained earnings                          1,092,722       915,428
                                                 ----------   -----------
                                                  1,162,722       985,428
       Treasury stock, at cost, 350,000 shares      (18,000)      (18,000)
                                                 ----------   -----------
                                                  1,144,722       967,428
                                                 ----------   ----------
                                               $ 10,024,209  $ 10,603,031
                                                ===========   ===========


      See Notes to Condensed Financial Statements
      and Accountants' Review Report

                                     -5-

<PAGE>


                          CONX CAPITAL CORPORATION

                            STATEMENTS OF INCOME

             FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000


                                           Three Months Ended March 31,
                                           ----------------------------
                                                 2001        2000
                                                 ----        ----
                                                   (Unaudited)


      LEASE INCOME                          $  1,152,600  $  943,568
                                              ----------   ---------


      OPERATING EXPENSES
       Management fees                            15,000      15,000
       Depreciation                              678,785     564,348
       Interest expense                          154,330     162,452
       Professional fees                           9,000       9,585
       Directors fees                              5,000       5,000

       Rent                                        1,500
       Taxes and licenses                          3,705       7,200
       Other                                          13         300
                                               ---------   ---------
                                                 867,333     763,885
                                               ---------   ---------

      INCOME FROM OPERATIONS                     285,267     179,683

      OTHER INCOME                                 6,885       2,411
                                                --------   ---------
      INCOME BEFORE INCOME TAXES                 292,152     182,094

      PROVISION FOR INCOME TAXES                 114,858      69,724
                                               ---------   ---------
      NET INCOME                            $    177,294  $  112,370
                                               =========   =========

<PAGE>

      EARNINGS PER SHARE

       Basic earnings per share             $     0.0266  $   0.0169
                                               =========   =========



      See Notes to Condensed Financial Statements
      and Accountants' Review Report

                                     -6-

<PAGE>


                          CONX CAPITAL CORPORATION


                STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


             FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



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


    BALANCE, DECEMBER 31, 1999  $  70,000  $   374,135  $ (18,000) $   426,135

      Net income (unaudited)                   112,370                 112,370
                                 --------    ---------   --------     --------
    BALANCE, MARCH 31, 2000        70,000      486,505    (18,000)     538,505

      Net income                               428,923                 428,923
                                 --------    ---------   ---------    --------
    BALANCE, DECEMBER 31, 2000     70,000      915,428    (18,000)     967,428


      Net income (unaudited)                   177,294                 177,294
                                 --------    ---------                --------

    BALANCE, MARCH 31, 2001    $   70,000  $ 1,092,722  $ (18,000) $ 1,144,722
       (UNAUDITED)               ========    =========   =========   =========









      See Notes to Condensed Financial Statements
      and Accountants' Review Report

                                     -7-

<PAGE>








                          CONX CAPITAL CORPORATION


                          STATEMENTS OF CASH FLOWS


             FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



                                               March 31,     March 31,
                                                  2001         2000
                                               (Unaudited)  (Unaudited)
                                               ----------    ---------

      CASH FLOWS FROM OPERATING ACTIVITIES

        Net Income                           $   177,294   $   112,370

        Items not requiring cash:
          Depreciation                           678,785       564,348
          Deferred income taxes                  114,858        69,724

        Changes in:
          Accounts receivable                        566      (112,887)
          Prepaid expenses                            -          (5,000)
          Accounts payable and accrued
            expenses                               4,480        (2,070)
                                                --------       --------
            Net cash provided by operating
              activities                         975,983       626,485
                                                --------       -------

        CASH FLOWS FROM INVESTING ACTIVITIES

          Purchase of property and equipment          -     (2,972,394)
          Increase in note receivable            (216,051)         -
          Collections on note receivable              -        175,565
                                                ---------    ---------
            Net cash used in investing
              activities                         (216,051)  (2,796,829)
                                                ---------    ---------
<PAGE>

        CASH FLOWS FROM FINANCING ACTIVITIES

          Proceeds from issuance of long-term
            debt                                      -      2,972,394
          Payments on long-term debt             (875,454)    (692,762)
                                                ---------    ---------
              Net cash provided by (used in)
                financing activities             (875,454)   2,279,632
                                                ---------    ---------


        INCREASE (DECREASE) IN CASH              (115,522)     109,288


        CASH, BEGINNING OF PERIOD                 227,948       97,203
                                                ---------    ---------

        CASH, END OF PERIOD                    $  112,426  $   206,491
                                                =========    =========





      See Notes to Condensed Financial Statements
      and Accountants' Review Report

                                     -8-


<PAGE>




                          CONX CAPITAL CORPORATION


                        NOTES TO FINANCIAL STATEMENTS


                    MARCH 31, 2001 AND DECEMBER 31, 2000





      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, 2001  and the year December 31,  2000, all
      lease  income  was derived  from  one  affiliated company.    The
      results of operations  for the three months ended  March 31, 2001
      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.

        Certain information and  note disclosures normally included  in
      the Company's annual financial statements prepared in  accordance
      with generally accepted accounting principles have been condensed
      or  omitted.  These  consolidated financial statements  should be
      read in conjunction  with the  consolidated 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
      generally accepted  accounting principles 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.



      See Accountants' Review Report

                                     -9-


<PAGE>






                          CONX CAPITAL CORPORATION

                        NOTES TO FINANCIAL STATEMENTS

                    MARCH 31, 2001 AND DECEMBER 31, 2000




      NOTE 1: NATURE   OF  OPERATIONS   AND  SUMMARY   OF  SIGNIFICANT
              ACCOUNTING POLICIES (Continued)


      Equipment
      ---------

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

         Tractors                                           5 years
         Trailers                                          10 years


      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, 2001, the approximate future minimum lease income
      under these operating leases are as follows:

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

           2001                                                $5,053,794
           2002                                                 1,804,805
           2003                                                   161,255
                                                                ---------
                                                               $7,019,854
                                                                =========



      See Accountants' Review Report

                                     -10-



<PAGE>





                          CONX CAPITAL CORPORATION


                        NOTES TO FINANCIAL STATEMENTS


                    MARCH 31, 2001 AND DECEMBER 31, 2000





      NOTE 1:  NATURE   OF  OPERATIONS   AND  SUMMARY   OF  SIGNIFICANT
               ACCOUNTING POLICIES (Continued)


      Operating Leases
      ----------------

         The Company  leases  equipment  under noncancellable  operating
      leases.   These  leases  expire in various  years through 2002 and
      convert to a month to month basis if the  Company does not receive
      notice of termination.  These leases require  the  lessee  to  pay
      all executory costs (property taxes, maintenance  and  insurance).
      Rental income  under these  operating  leases  was $1,152,600  and
      $4,326,287 for the three months and year  ended March 31, 2001 and
      December 31, 2000, respectively.

         Equipment  under  operating leases consists of the following at
      March 31, 2001 and December 31, 2000:

                                                   2001
                                                (Unaudited)      2000
                                                 ---------       ----

         Tractors                              $ 12,342,754  $ 12,342,754
         Trailers                                 2,465,895     2,465,895
                                                 ----------    ----------
                                                 14,808,649    14,808,649
         Less accumulated depreciation            5,334,829     4,656,044
                                                 ----------    ----------
                                                $ 9,473,820  $ 10,152,605
                                                 ==========   ===========

<PAGE>


      NOTE 2:  LONG-TERM DEBT


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

         Note payable - Navistar Financial Corp. (A)      $ 5,693,426
         Note payable - Banc One Leasing Corp. (B)            933,213
         Note payable - Fleet Capital Leasing (C)             428,823
         Note payable - GE Capital Corp. (D)                1,100,737
                                                            ---------
                                                          $ 8,156,199
                                                            =========




      See Accountants' Review Report

                                     -11-


<PAGE>




                          CONX CAPITAL CORPORATION


                        NOTES TO FINANCIAL STATEMENTS


                    MARCH 31, 2001 AND DECEMBER 31, 2000




      NOTE 2: LONG-TERM DEBT (Continued)

        Aggregate annual maturities of long-term debt at March 31, 2001:

         2001                                              $ 2,855,394
         2002                                                3,407,783
         2003                                                1,558,569
         2004                                                  334,453
                                                             ---------
                                                           $ 8,156,199
                                                             =========

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


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

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


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


<PAGE>


      NOTE 3:  RELATED PARTY TRANSACTIONS


        The Company leases all of its equipment  to Continental Express
      SD, Inc., an affiliated company,  which has common ownership with
      the  Company.  The lessor is  required to pay all executory costs
      (maintenance and insurance).  The Company uses the management and
      office   supplies   of   Eagle  Services, Inc.,  an    affiliated
      Company,  which is  owned by the Company's principal stockholder.
      The  Company  paid  Eagle Services, Inc. $15,000 during the three
      months ended March 31, 2001 and March 31, 2000.

        The Company  had a  note  receivable  from Harvey Manufacturing
      Corporation in  the amount of  $341,051 and $125,000 at March 31,
      2001  and December 31, 2000, respectively.


      See Accountants' Review Report

                                     -12-


<PAGE>




                          CONX CAPITAL CORPORATION


                        NOTES TO FINANCIAL STATEMENTS


                    MARCH 31, 2001 AND DECEMBER 31, 2000




      NOTE 3: RELATED PARTY TRANSACTIONS (Continued)


        At March 31,  2001, the approximate future minimum lease income
      under these operating leases are as follows:

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

         2001                                            $ 5,053,794
         2002                                              1,804,805
         2003                                                161,255
                                                           ---------
                                                         $ 7,019,854
                                                           =========



      NOTE 4: INCOME TAXES


        The provision for income taxes includes these components:

                                                 2001     March 31, 2000
                                             (Unaudited)    (Unaudited)
                                              ---------      ---------

             Taxes currently payable         $      -     $      -
             Deferred income taxes              114,858      69,724
                                                -------     -------

                                             $  114,858   $  69,724
                                                =======     =======

<PAGE>


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

                                                 2001     March 31, 2000
                                             (Unaudited)    (Unaudited)
                                              ---------      ---------

             Computed at the statutory rate
               (34%)                         $  112,829    $  61,912

             Increase resulting from:
               State income taxes - net of
                 federal tax benefit              2,029        7,812
                                                -------      -------
                Actual tax provision         $  114,858    $  69,724
                                                =======       ======


      See Accountants' Review Report

                                    -13-


<PAGE>





                          CONX CAPITAL CORPORATION

                        NOTES TO FINANCIAL STATEMENTS

                    MARCH 31, 2001 AND DECEMBER 31, 2000





      NOTE 4: INCOME TAXES (Continued)

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

                                                 2001     March 31, 2000
                                             (Unaudited)   (Unaudited)
                                              ---------     ---------
           Deferred tax assets:
           Net operating loss carryforwards
           (expiring 2020)                   $  438,316   $  319,386

           Deferred tax liabilities:
             Accumulated depreciation        (1,129,156)    (623,975)
                                              ---------      -------

           Net deferred tax liability        $ (690,840)  $ (304,589)
                                              =========    =========

<PAGE>

      NOTE 5: EQUIPMENT


        Equipment  consists  of  the following  at  March 31,  2001 and
      December 31, 2000:

                                                  2001
                                              (Unaudited)      2000
                                               ---------       ----
             Tractors                      $ 12,342,754    $ 12,342,754
             Trailers                         2,465,895       2,465,895
                                             ----------      ----------
                                             14,808,649      14,808,649
             Less accumulated depreciation    5,334,829       4,656,044
                                             ----------      ----------

                                           $  9,473,820    $ 10,152,605
                                             ==========      ==========


      NOTE 6: ADDITIONAL CASH FLOW INFORMATION


                                                  2001      March 31, 2000
                                              (Unaudited)    (Unaudited)
                                               ---------      ---------


             Interest paid                  $   154,330    $   162,452
                                              =========      =========

      See Accountants' Review Report

                                    -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 Operation

          Period ended March 31, 2001:

          Lease income was $1,152,600 for the  quarter ended March  31,
     2001,  as  compared  to  $943,568  for the same period in 2000, an
     increase of $209,032 or 18.1 %.  As of March 31, 2001, the Company
     had 173 tractors and 142 semi-trailers  leased  to its  customers.
     For the same period in 2000, the Company had 148 tractors and  142
     semi-trailers  leased  to  its  customers.    Operating   expenses
     (consisting  primarily  of  interest  and  depreciation)  for  the
     period ended March 31,  2001 were $867,333, and operating expenses
     as  a  percentage  of  lease  income  were  75.3%.   For  the same
     period in 2000, operating expenses were $763,885,  an  increase of
     $103,448 or 11.9%   Operating  expenses  as  a percentage of lease
     income were 81.0% for the first  quarter  of  2000.   Income  from
     operations  for the  quarter ended  March 31,  2001 was  $285,267,
     as compared to  $179,683  for the first quarter of 2000, resulting
     in  an  increase of $105,584  or  37.0% in 2001 over 2000.   Other
     income  for  the  period   ended  March  31,  2001  was  $6,885 as
     compared to $2,411 for the first quarter of 2000.    Income before
     income taxes for  the period  ended March 31,  2001 was  $292,152,
     with  provision  for  income taxes of $114,858, resulting  in  net
     income  for  the  period  March  31,  2001  of  $177,294.  For the
     period  ending  March  31, 2000,  income  before  income taxes was
     $182,094, with a provision for taxes  of $69,724, resulting in net
     income  for  the  period of $112,370.  As a result, income  before
     income taxes  increased $110,058 or 37.7% and net income increased
     $64,924  or  36.6%  for  the  first  quarter of 2001 over the same
     period in 2000.


<PAGE>

          The  Company  anticipates additional  leasing  activity  with
     Continental Express SD, Inc., through the remainder of  2001.  The
     Company  is increasing  its efforts  to provide  equipment leasing
     and loan  products to other  customers in  an effort to  diversify
     its  revenue stream  and  the  products being  offered.   However,
     during  the next twelve  months, the  Company does  not anticipate
     any material change in the sources of its revenue stream.


     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 increase  as the volume of the Company's
     loan and lease originations increase.  The Company's  primary cash
     requirements  include the funding  of (i) loans and leases pending
     their  sale, (ii)  fees and  expenses incurred  in connection with
     its   securitization  program,   (iii)  overcollateralization   or
     reserve account requirements in connection  with loans pooled  and
     sold,  (iv)  interest,  fees,  and  expenses  associated  with the
     Company's warehouse credit and repurchase facilities  with certain
     financial   institutions,  (v)  federal   and  state   income  tax
     payments,  and  (vi) ongoing  administrative  and other  operating
     expenses. To  date, the  Company currently has  funded these  cash
     requirements by  credit facilities  granted by  Navistar Financial
     Corporation, Banc One Leasing Corporation, GE  Capital Corporation

                                    -15-
<PAGE>

     and  Fleet  Capital  Leasing   and  guaranteed  by  the  Company's
     affiliate, Continental Express SD, Inc.   The Company  anticipates
     that it will rely more heavily on securitizations,  whole loan and
     lease sales, and borrowings as its cash requirements increase.

     Inflation

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


     ITEM  3.   Quantitative and  Qualitative Disclosures  About Market
                Risk


          Market  risk  represents the  potential  loss  resulting from
     adverse changes  in the  value  of  financial instruments,  either
     derivative or non-derivative,  caused by fluctuations in  interest
     rates,  foreign  exchange  rates,  commodity  prices,  and  equity
     security prices.  The Company handles  market risks  in accordance
     with  its  established policies;  however,  the  Company does  not
     enter into derivatives or  other financial instruments for trading
     or  speculative  purposes. The  Company  does  not have  financial
     instruments  to  manage  and  reduce  the  impact  of  changes  in
     interest  rates at  March  31, 2001  and  December 31,  2000.  The
     Company held various  financial instruments at March 31, 2001  and
     2000, 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.)

          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.


                                    -16-
<PAGE>

          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.

                                    -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


<PAGE>


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


     No exhibits or reports are being filed with this Form 10-Q.

          (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:    May 15, 2001

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

                                     Dated:    May 15, 2001


                                    -19-