SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q
(Mark one)
          [x]    Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended July 31, 1998
                                       or
          [ ]    Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

               For the transition period from                 to

                         Commission file number 0-7633

                        CONTINENTAL HERITAGE CORPORATION
       (Exact name of small business issuer as specified in its charter)

            Delaware                                75-1449332
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

                   1020 Macon Street, Ft. Worth, Texas    76102
              (Address of principal executive offices)  (Zip Code)

        Issuer's telephone number, including area code:  (817) 429-6261

     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 such shorter period that registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.  Yes[ ]  No [x]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.  Yes  No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:  1,373,860



                        CONTINENTAL HERITAGE CORPORATION

                                     INDEX

PART I - FINANCIAL INFORMATION                                      Page

ITEM 1.  FINANCIAL STATEMENTS

Consolidated Balance Sheets - October 31, 1997 and July 31, 1998       3

Consolidated Statements of Income - For the Three and Nine Months
Periods Ended July 31, 1998 and 1997                                   5

Consolidated Statements of Cash Flows - For the Nine Month
Periods Ended July 31, 1998 and 1997                                   6

Notes to Financial Statements                                          7


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                                    8

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      9


                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                             10

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                     10

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                               10

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           10

ITEM 5. OTHER INFORMATION                                             10

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                              10

SIGNATURES                                                            11

                        CONTINENTAL HERITAGE CORPORATION
                         AND CONSOLIDATED SUBSIDIARIES

                                 BALANCE SHEETS

                                     ASSETS

                                   (Unaudited)                 (Audited)
                                     July 31,                 October, 31
                                       1998                       1997
CURRENT ASSETS

Cash in bank                          $  47,922                   $  36,308
	Rents receivable                         2,752

Escrow held in trust                                                  2,874
Prepaid expense                             850
                                         ------                      ------
Total Current Assets                     51,524                      39,182

PHYSICAL PROPERTY

Land                                    115,920                     115,920
Buildings                               506,223                     504,607
Furnishings                               4,271                       4,271
                                        -------                     -------
                                        626,414                     624,798
Less Accumulated
depreciation                           (204,913)                   (185,688)
                                        -------                     -------
Total Physical Property                 421,501                     439,110

OTHER ASSETS AND INVESTMENTS

Raw land and development costs          260,917                     271,837
	Future income tax benefit               25,388                      24,200
Organization expenses                       100                         100
                                        -------                     -------
Total Other Assets and Investments      286,405                     296,137
                                        -------                     -------
TOTAL ASSETS                          $ 759,430                   $ 774,429
                                        =======                     =======

                      LIABILITIES AND STOCKHOLDER'S EQUITY


                                      (Unaudited)               (Audited)
                                        July 31,                 October 31,
                                         1998                     1997

CURRENT LIABILITIES

Accounts payable                      $  22,065                   $  13,195
Prepaid rent received                    12,100                      11,962
Current portion of long-term debt             -                      29,800
                                         ------                     -------
Total Current Liabilities                34,165                      54,957

LONG-TERM DEBT

Related party debt and
accrued interest                        788,285                     777,908
Rent deposits                             5,630                       5,630
                                        -------                     -------
Total Long-Term Debt                    793,915                     783,538

Total Liabilities                       838,080                     838,495

STOCKHOLDERS' EQUITY

Common stock - par value $.10 per share
10,000,000 shares authorized,
1,373,860 issued and outstanding        137,386                     137,386
Capital in excess of par value
of common stock                         468,425                     468,425
Retained earnings (deficit)            (674,461)                   (669,877)
                                        -------                     -------
Total Stockholders' Equity (Deficit)    (68,650)                    (64,066)

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                $ 759,430                   $ 774,429
                                        =======                     =======

                      CONTINENTAL HERITAGE CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

                              STATEMENTS OF INCOME


                               Three Months ended       Nine Months ended
                               July 31,  July 31,       July 31,   July 31,
                               1998      1997           1998       1997
INCOME
 Rents                         $  56,691   $  44,887    $ 167,256  $ 134,938

 Costs and Expenses

 Operating expenses               47,645      32,325      117,491     98,829
 Administrative expenses           4,082         912       11,041      2,257
 Interest expenses                11,498       8,040       36,674     25,052
                                  ------      ------      -------    -------
Total Costs and Expenses          63,225      41,277      165,206    126,138

NET RENTAL INCOME                 (6,534)      3,610        2,050      8,800

OTHER INCOME AND EXPENSES

Interest                              98           -           98          -

Loss on sale of investment        (7,920)          -       (7,920)         -
                                  ------       -----        -----      -----
Total Other Income
and Expense                       (7,822)                  (7,822)

INCOME BEFORE
INCOME TAXES                     (14,356)      3,610       (5,772)     8,800

Provision (benefit)
for income tax                    (2,476)          -        1,188          -
                                 -------       -----       ------      ------
Net income (loss)             $  (11,880)  $   8,800    $  (4,584)  $  8,800
                                 =======      ======        =====      =====
Earnings (loss)
per share                     (0.0086472)   0.00640531   (0.0033366) 0.00640531
                               =========    ==========    =========  ==========
Dividends per share                    0           0            0          0
                                   =====        ====         ====       =====


                      CONTINENTAL HERITAGE CORPORATION AND
                           CONSOLDIATED SUBSIDIARIES

                            STATEMENTS OF CASH FLOW

                                                      Nine Months ended

                                              July 31,    July 31,
                                                1998        1997
OPERATING ACTIVITIES:


Net Income (loss)                           $  (4,584)     $   8,800
Adjustments to reconcile net
income to net cash provided
by operating activities
Depreciation                                   19,225         18,780
Loss on sale of property                        7,920              -
Increase in accounts receivable                (2,752)             -
(Increase) decrease in prepaid expenses         2,024           (648)
Increase (decrease) in payables                 8,871           (403)
Increase in accrued interest                   34,923         20,801
Increase in prepaid rent                          138              -
Increase in accrued tax benefit                (1,187)             -
                                               ------         ------
Total Cash Provided by Operating Activities    64,578         47,330

INVESTING ACTIVITIES:
Purchase of physical property                  (1,616)        (2,555)
	Proceeds from sale of investment               3,000              -
                                                -----          -----
Total Cash Provided (Used)
by Investing Activities                         1,384         (2,555)

FINANCING ACTIVITIES:
Borrowing from related party                    2,453            100
Repayment on related party debt               (27,000)        (3,000)
Principal payments on debt                    (29,801)       (32,612)
                                              -------         ------
Total Cash Provided (Used)
by Financing Activities                       (54,348)       (35,512)

Increase (Decrease) in cash                    11,614          9,263

Cash at the beginning of the period            36,308         18,937
                                               ------         ------
Cash at the end of the period               $  47,922      $  28,200
                                               ======         ======
Interest paid                               $   2,450      $   3,033
                                               ======         ======
Taxes paid                                  $     700      $       -
                                               ======         ======

                      CONTINENTAL HERITAGE CORPORATION AND
                           CONSOLIDATED SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENT


BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X.  Accordingly, they do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements.  In the opinion of management all adjustments considered necessary
for a fair presentation have been included.  Operating results for the three
and nine month periods ended July 31, 1998 are not necessarily indicative of
results that may be expected for the year ended October 31, 1998.  For further
information refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year ended
October 31, 1997.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   As was the case during the past five fiscal years of the Company ended
October 31, 1997, all of the Company's revenues were from rentals derived from
operation of the Hurst, Texas office building.  Such revenues are only
sufficient to pay the expenses and mortgage debt service related to that
building, which mortgage debt was satisfied on April 1, 1998.  All other
funding requirements of the Company were provided by advances made to it by
Walter G. Cook, its principal shareholder.  Since the Company has suffered
continuing losses from its operations, unless it is able to sell off its
current real estate holdings or find other sources of capital, it will not be
able to pay its debt to Mr. Cook or be able to acquire other properties or
assets to produce revenues.  Accordingly, there is substantial doubt as to the
Company's ability to continue as a going concern.

   Management of the Company has for the past three years been engaged in a
search for an acquisition that would add a viable business to the Company so as
to place it in a position to be able to continue as a going concern.  In that
regard, the Company as of September 3, 1998 entered into a Letter of Intent
with the Encore International, Inc. and its shareholders whereby it is proposed
that the Company acquire the outstanding stock of Encore in exchange for
5,500,000 shares of the Company's common stock with an additional 2,000,000
shares issueable to such shareholders in the event certain levels of net sales
are achieved by the Company on a consolidated basis during the next two years.
Although Encore International has yet to commence its business activities and
is in the process of negotiating a financing to provide it with adequate
working capital needed to start its operations, the Company has been advised by
Encore that it anticipates securing such financing so as to allow Encorto start
its business activities in the near future.

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

 Not applicable

Item 2. Changes in Securities

 Not applicable.

Item 3. Defaults upon Senior Securities

 Not applicable

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

 Not applicable.

Item 5. Other Information

 Not applicable

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

None

(b) Reports of Form 8-K

None

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has
caused this Report to be signed on its behalf by the undersigned thereunto duly
authorized.


                                     CONTINENTAL HERIGAGE CORPORATION
                                     (Registrant)


DATE:  October 30, 1998                By: /s/  Walter G. Cook
                                            Walter G. Cook
                                       President, Principal Executive Officer 
                                       and Principal Financial Officer