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

                                 FORM 10-Q


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

             For the Quarterly Period Ended September 30, 2003

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

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

                        Commission File No. 0-31235

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

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

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

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


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

     As of September 30, 2003, 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

              September 30, 2003 and 2002, and December 31, 2002




























                                    -2-


<PAGE>





                        CONX Capital Corporation
             September 30, 2003 and 2002, and December 31, 2002


Contents



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



  Financial Statements

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

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

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

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

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
















                                    -3-

<PAGE>

                 Independent Accountants' Report



  Board of Directors
  CONX Capital Corporation
  Little Rock, Arkansas


  We have reviewed the balance sheet of CONX Capital Corporation as
  of September 30, 2003 and the related statements of income for
  the three-month and nine-month periods ended September 30, 2003
  and 2002, and the statements of stockholders' equity and cash
  flows for the nine-month periods ended September 30, 2003 and
  2002.  These financial statements are the responsibility of the
  Company's management.

  We conducted our reviews in accordance with standards established
  by the American Institute of Certified Public Accountants.  A
  review of interim financial information consists principally of
  applying analytical procedures to financial data and making
  inquiries of persons responsible for financial and accounting
  matters.  It is substantially less in scope than an audit
  conducted in accordance with auditing standards generally
  accepted in the United States of America, the objective of which
  is the expression of an opinion regarding the financial
  statements taken as a whole.  Accordingly, we do not express such
  an opinion.

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

  We have previously audited, in accordance with auditing standards
  generally accepted in the United States of America, the balance
  sheet as of December 31, 2002 and the related statements of
  income, stockholders' equity, and cash flows for the year then
  ended (not presented herein) and in our report dated February 22,
  2003, 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, 2002, is fairly
  stated, in all material respects, in relation to the balance
  sheet from which it has been derived.

                          /s/ BKD, LLP




  Little Rock, Arkansas
  November 10, 2003

                                    -4-


<PAGE>

                        CONX Captial Corporation
                            Balance Sheets
              September 30, 2003 and December 31, 2002


 Assets
                                                  2003            2002
                                              (Unaudited)
                                               ---------------------------

  Cash                                         $    83,789     $    56,487
  Accounts receivable - other                      161,239          94,952
  Accounts receivable - affiliated company         218,735         236,735
  Notes receivable - affiliated companies        2,932,158       2,345,170
  Equipment, at cost, net of accumulated
    depreciation                                 5,800,849       7,613,611
                                               -----------      ----------

                                               $ 9,196,770    $ 10,346,955
                                               ===========    ============


  Liabilities and Stockholders' Equity

    Liabilities
    Accrued expenses                           $     15,769   $     48,427
    Income taxes payable                            362,249           --
    Long-term debt                                4,235,984      5,893,177
    Deferred income taxes                         1,135,647      1,321,005
                                                 ----------     ----------

      Total liabilities                           5,749,649      7,262,609
                                                 ----------     ----------

    Stockholders' Equity
      Common stock, $.01 par value,
       authorized and issued
       7,000,000 shares                              70,000         70,000
    Retained earnings                             3,395,121      3,032,346
    Treasury stock, at cost, 350,000 shares         (18,000)       (18,000)
                                                 ----------     ----------

                                                  3,447,121      3,084,346
                                                 ----------     ----------


                                                $ 9,196,770   $ 10,346,955
                                                  =========     ==========

 See Notes to Financial Statements

                                     -5-

<PAGE>


                          CONX Captial Corporation
                           Statements of Income
                       Three Months and Nine Months
                    Ended September 30, 2003 and 2002


                           Three Months Ended       Nine Months Ended
                              September 30,           September 30,
                            2003         2002        2003       2002
                               (Unaudited)             (Unaudited)
                           ---------------------------------------------

 Lease Income           $  722,851     $  807,764    $ 2,402,925   $ 2,613,125
                          --------       --------      ---------     ---------


 Operating Expenses
  Management fees           15,000         15,000         45,000        45,000
  Depreciation             544,076        519,772      1,657,687     1,542,366
  Interest expense          70,767         55,304        248,447       188,466
  Professional fees          7,200          7,200         21,600        26,181
  Directors' fees            5,000          5,000         15,000        15,000
  Rent                       1,500          1,500          4,500         4,500
  Taxes and licenses           564            --          10,889         1,425
  Other                         25           (475)            45           646
  Gain on sale of
   equipment              (114,400)      (161,031)      (128,475)     (161,031)
                         ---------      ---------      ---------     ---------

                           529,732        442,270      1,874,693     1,662,553
                         ---------      ---------      ---------     ---------

 Operating Income          193,119        365,494        528,232       950,572

 Other Income               28,394         17,930         86,844        65,740
                         ---------      ---------      ---------     ---------

 Income Before Income
  Taxes                    221,513        383,424        615,076     1,016,312

 Provision for Income
  Taxes                    187,373        132,898        252,301       345,546
                         ---------      ---------      ---------     ---------

 Net Income             $   34,140    $   250,526    $   362,775   $   670,766
                         =========      =========      =========     =========

<PAGE>

 Earnings Per Share
  Net income            $   34,140    $  250,526     $   362,775   $   670,766
  Weighted average
   shares of common
   stock                 6,650,000     6,650,000       6,650,000     6,650,000
                         ---------     ---------       ---------     ---------

  Basic earnings per
   share               $     .0051    $    .0377     $     .0546   $     .1009
                        ==========     =========      ==========    ==========


  See Notes to Financial Statements

                                    -6-

<PAGE>


                          CONX Captial Corporation
                    Statements of Stockholders' Equity
              Nine Months Ended September 30, 2003 and 2002


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

 Balance, January 1, 2002     $  70,000    $ 1,805,757  $ (18,000)  $ 1,857,757

   Net income (unaudited)            --        670,766         --       670,766
                               --------      ---------   ---------   ----------

 Balance, September 30, 2002
  (Unaudited)                    70,000      2,476,523    (18,000)    2,528,523


   Net income (unaudited)            --        555,823         --       555,823
                                -------      ---------   ---------    ---------

 Balance, December 31, 2002      70,000      3,032,346    (18,000)    3,084,346

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

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




  See Notes to Financial Statements

                                    -7-

<PAGE>


                          CONX Captial Corporation
                          Statements of Cash Flows
              Nine Months Ended September 30, 2003 and 2002



                                               2003            2002
                                            (Unaudited)     (Unaudited)
                                            -----------     -----------
  Operating Activities
    Net income                              $   362,775     $   670,766
   Items not requiring (providing) cash
     Depreciation                             1,657,687       1,542,366
     Gain on sale of equipment                 (128,475)       (161,031)
     Deferred income taxes                     (185,358)       (125,564)
   Changes in
     Accounts receivable                        (48,287)         31,445
     Accrued expenses                            (2,658)        402,188
     Income taxes payable                       362,249              --
                                              ---------        --------

        Net cash provided by operating
         activities                           2,017,933       2,360,170
                                              ---------       ---------

 Investing Activities
   Proceeds from sale of equipment              283,550         686,871
   Increase of notes receivable                (616,988)     (1,312,555)
                                              ----------      ---------

        Net cash used in investing
         activities                            (333,438)       (625,684)
                                              ----------      ---------
  Financing Activities
    Payments on long-term debt               (1,657,193)     (2,533,800
                                              ----------      ---------
        Net cash used in financing
         activities                          (1,657,193)     (2,533,800)
                                              ----------      ---------

  Increase (Decrease) in Cash                     27,302       (799,314)

  Cash, Beginning of Period                       56,487        888,826
                                              ----------      ---------
  Cash, End of Period                        $    83,789    $    89,512
                                              ==========     ==========
  Supplemental Cash Flows Information

    Interest paid                            $   248,447    $   188,466



  See Notes to Financial Statements


                                    -8-


<PAGE>


                          CONX Capital Corportation
                        Notes to Financial Statements
               September 30, 2003 and 2002 and December 31, 2002



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

    Nature of Operations

      CONX Capital Corporation, a Delaware Corporation, is a
      specialty commercial finance company engaged in the business
      of originating and securing loans and equipment leases to
      smaller businesses, with a primary initial focus on regional
      trucking companies.  The Company was organized in April 1998
      with its headquarters located in Carson City, Nevada.  The
      Company originates loans and leases through marketing offices
      located in Carson City, Nevada, and Little Rock, Arkansas.
      For the periods ended September 30, 2003 and 2002, all lease
      income was derived from one affiliated company.

    Accounting Policies

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

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

    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 the
      straight-line method.  Estimated useful lives are as follows:


            Tractors                                         5 years
            Trailers                                        10 years

                                    -9-


<PAGE>

                          CONX Capital Corportation
                        Notes to Financial Statements
               September 30, 2003 and 2002 and December 31, 2002



    Income Taxes

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

    Revenue Recognition

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

      At September 30, 2003, the approximate future minimum lease
      income under these operating leases are as follows:

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

            2003                                    $   296,400
            2004                                      1,185,600
            2005                                      1,185,600
            2006                                      1,026,000
                                                     ----------

                                                    $ 3,693,600
                                                     ==========

    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 noncancellable 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 $2,402,925 and $2,613,125 for the nine
      months ended September 30, 2003 and 2002, respectively.


                                   -10-

<PAGE>

                          CONX Capital Corportation
                        Notes to Financial Statements
               September 30, 2003 and 2002 and December 31, 2002



      Equipment under operating leases consists of the following at
      September 30, 2003 and December 31, 2002:

                                        2003
                                    (Unaudited)         2002
                                    -----------      -----------

         Tractor                  $  9,250,066     $ 10,089,300
         Trailers                    2,412,661        2,447,894
                                    ----------      -----------
                                    11,662,727       12,537,194
         Less accumulated
          depreciation               5,861,878        4,923,583
                                    ----------      -----------

                                  $  5,800,849     $  7,613,611
                                   ===========      ===========


  Note 2:   Long-term Debt

                                                    (Unaudited)

  Note payable - Navistar Financial Corp. (A)       $  3,741,733
  Note payable - Fleet Capital Leasing (B)                13,064
  Note payable - GE Capital Corp. (C)                    481,187
                                                     -----------

                                                    $  4,235,984
                                                     ===========


  (A)  Due in monthly installments through 2006 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 trucks and
       trailers.  Notes are guaranteed by Continental Express SD, Inc.
       (see Note 5)

  (B)  Due November 30, 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 5)

  (C)  Due December 1, 2005; payable $39,854 monthly, including
       variable interest rates from 5.58% to 5.92%; secured by tractors.
       Note is guaranteed by Continental Express SD, Inc. (see Note 5)



   Aggregate annual maturities of long-term debt at September 30, 2003:


         2003                                            $   536,336
         2004                                              1,500,020
         2005                                              1,249,742
         2006                                                949,886
                                                           ---------

                                                         $ 4,235,984
                                                           =========
                                   -11-

<PAGE>

                          CONX Capital Corportation
                        Notes to Financial Statements
               September 30, 2003 and 2002 and December 31, 2002



   Note 3:   Equipment

      Equipment consists of the following at September 30, 2003 and
      December 31, 2002:

                                           2003
                                        (Unaudited)            2002
                                         ---------          ----------

          Tractors                     $  9,250,066       $ 10,089,300
          Trailers                        2,412,661          2,447,894
                                         ----------         ----------
                                         11,662,727         12,537,194
          Less accumulated
           depreciation                   5,861,878          4,923,583
                                         ----------         ----------

                                       $  5,800,849       $  7,613,611
                                        ===========        ===========


   Note 4:   Income Taxes

       The provision for income taxes includes these components:


                                                          September 30,
                                              2003           2002
                                           (Unaudited)    (Unaudited)
                                           -----------    -----------

          Taxes currently payable         $   376,343    $   471,111
          Deferred income taxes              (124,042)      (125,565)
                                            ---------     ----------

            Income tax expense            $   252,301    $   345,546
                                           ==========     ==========


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



                                                          September 30,
                                              2003            2002
                                           (Unaudited)    (Unaudited)
                                            ---------      ----------


   Computed at the statutory rate (34%)    $   209,126    $   345,546

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

   Actual tax expense                      $   252,301    $   345,546
                                             =========     ==========

                                   -12-


<PAGE>


                          CONX Capital Corportation
                        Notes to Financial Statements
               September 30, 2003 and 2002 and December 31, 2002



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


                                              2003          December 31,
                                           (Unaudited)          2002
                                           ----------       -----------
      Deferred tax assets
      Net operating loss carryforwards
       (expiring 2020)                    $        --       $   43,176

     Deferred tax liabilities
       Accumulated depreciation             (1,135,647)     (1,364,181)
                                             ---------       ---------

     Net deferred tax liability           $ (1,135,647)   $ (1,321,005)
                                             =========       =========



 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 (property taxes, 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 $45,000 during the nine months ended September
      30, 2003 and 2002, for management fees.

      At September 30, 2003 and December 31, 2002, the Company had
      a note receivable and interest due from Harvey Manufacturing
      Corporation in the amounts of $839,682 and $766,612,
      respectively.

      At September 30, 2003 and December 31, 2002, the Company had
      a note receivable and interest due from Continental Express
      SD, Inc., in the amounts of $2,035,576 and $1,491,658,
      respectively.

      At September 30, 2003 and December 31, 2002, the Company had
      a note receivable from Great Western Leasing, LLC, in the
      amount of $56,900.

      At September 30, 2003, the approximate future minimum lease
      income under these operating leases are as follows:


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

          2003                                       $   296,400
          2004                                         1,185,600
          2005                                         1,185,600
          2006                                         1,026,000
                                                      ----------

                                                     $ 3,693,600
                                                      ==========


                                   -13-

<PAGE>




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

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


     Results of Operations

          Three Month Period ended September 30, 2003

     Lease income  was  $722,851  for  the quarter ended September 30,
     2003, as compared  to  $807,764 for the  same period  in  2002, a
     decrease  of  $84,913 or 10.5%.  Operating  expenses  (consisting
     primarily  of  interest  and  depreciation)  for  the three month
     period  ended September 30, 2003  were  $529,732   and  operating
     expenses  as a  percentage of lease income  was  73.3%.   For the
     same  period  in 2002,  operating  expenses   were   $442,270, an
     increase  of  $87,462  or   19.8%.  Operating   expenses   as   a
     percentage  of  lease  income  for  the  third  quarter  of  2002
     were  54.8%

     Operating  Income  for  the quarter  ended September 30, 2003 was
     $193,119,   as    compared    to    $365,494    for   the   third
     quarter  of  2002,   resulting  in  a  decrease  of  $172,375  or
     47.2% in  2003  over  2002.   Other  income for the  three  month
     period  ended September 30, 2003  was  $28,394,  as  compared  to
     $17,930  for the third quarter  of  2002.   Income before  income
     taxes for  the  quarter ended  September 30, 2003  was  $221,513,
     with a provision for income taxes  of  $187,373, resulting in net
     income for the three month  period  ended  September 30, 2003  of
     $34,140.  For  the   quarter  ending September 30, 2002,   income
     before  income  taxes was  $383,424,  with a provision for income
     taxes of $132,898  resulting  in  net  income  for  the period of
     $250,526.  As  a result, income  before  income  taxes  decreased
     $161,911  or  42.2%  and  net  income decreased $216,386 or 86.4%
     for the third quarter of 2003 from the same period in 2002.  This
     decrease  in  net  income  is attributable to a decrease in lease
     income  for  the quarter coinciding with an increase in operating
     expenses.

                                    -14-



<PAGE>

           Nine Month Period Ended September 30, 2003

      Lease   income   was   $2,402,925  for  the  nine  months  ended
      September 30, 2003,  as  compared  to  $2,613,125  for  the same
      period in 2002, a decrease of $210,200 or 8%. Operating expenses
      (consisting primarily of  interest and depreciaton) for the nine
      month  period  ended  September 30, 2003  were  $1,874,693,  and
      operating  expenses  as a percentage  of  lease income  was 78%.
      For   the   same  period  in  2002,   operating   expenses  were
      $1,662,553,   an  increase  of  $212,140  or  12.8%.   Operating
      expenses as a percentage of lease income were 63.6% for the nine
      month period ended September 30, 2002.

      Operating  Income  for  the nine months ended September 30, 2003
      was   $528,232,  as   compared   to   $950,572   for  the  first
      nine months  of  2002,  resulting  in a decrease of $422,340, or
      44.4% in  2003  from  2002.   Other  income  for  the nine month
      period  ended  September 30, 2003  was  $86,844,  as compared to
      $65,740  for  the  first  nine  months  of  2002.  Income before
      income taxes for the first nine  months  of  2003  was $615,076,
      with a provision for income  taxes  of  $252,301,  resulting  in
      net  income  for  the  nine months ending September 30, 2003  of
      $362,775.    For  the  nine  months  ending  September 30, 2002,
      income  before  income  taxes was $1,016,312, with  a  provision
      for  income  taxes of $345,546, resulting in net  income for the
      period  of $670,766.  As a result, income before  income   taxes
      decreased $401,236 or 39.5%  and  net income decreased  $307,991
      or  45.9%  for  the first nine months  of  2003  from  the  same
      period in 2002.  This  decrease in net  income  is  attributable
      to  a  decrease  in  lease income  for  the  nine  month  period
      coinciding  with  an  increase  in operating expenses.


     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  September 30, 2003  and  December  31, 2002.
     The Company held various financial instruments  at  September 30,
     2003 and 2002, 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:   November 14, 2003

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

                                        Dated:   November 14, 2003



<PAGE>




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


   I, Edward M. Harvey, certify that:

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

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

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


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

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

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

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

<PAGE>


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

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

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

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


      Date: November 14, 2003

      /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: November 14, 2003

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




<PAGE>






                                                          Exhibit 99.1




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



        In connection with the accompanying report on Form 10-Q for
   the period ending June 30, 2003 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



                                   -19-


<PAGE>


                                                          Exhibit 99.2




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



        In connection with the accompanying report on Form 10-Q for
   the period ending June 30, 2003 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




                                   -20-