UNITED STATES
                       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 June 30, 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 33-94322

                             WINFIELD CAPITAL CORP.

Incorporated in the                                 IRS Employer Identification
State of New York                                   Number   13-2704241

                              237 Mamaroneck Avenue
                          White Plains, New York 10605
                                 (914) 949-2600

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. ___


Registrant had 5,023,361 shares of common stock outstanding as of June 30, 1998.



                        This report consists of 11 pages


<PAGE>


                           Form 10-Q Quarterly Report



                                      INDEX


Part I - Financial Information                                       Page No.
                                                                     --------

         Condensed Statements of Operations -
           Three Months ended June 30, 1998 and 1997                     3

         Condensed Balance Sheets - as of
           June 30, 1998 and March 31, 1998                             4-5

         Condensed Statements of Cash Flows -
           Three Months Ended June 30, 1998
           and 1997                                                      6

         Notes to Condensed Financial Statements                        7-8

         Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations                                                9-10


Part II - Other Information                                              11



<PAGE>



                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF OPERATIONS

                       =================================

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                  June 30,
                                                            1998            1997 
                                                        ------------    ------------
<S>                                                     <C>             <C>         
Investment income
    Interest from small business concerns               $    130,280    $    108,155
    Interest from invested idle funds                         58,389         155,045
    Other income                                              42,256           4,524
                                                        ------------    ------------

             Total investment income                         230,925         267,724
                                                        ------------    ------------

Expenses
    Interest                                                 196,392         211,918
    Payroll and payroll related expenses                     123,963         128,818
    General and administrative expenses                       68,180          67,738
    Other operating expenses                                  85,321          23,929
                                                        ------------    ------------

             Total investment expenses                       473,856         432,403
                                                        ------------    ------------

             Investment loss - net                          (242,931)       (164,679)

Realized loss on investment                                   (4,914)           --
Change in unrealized appreciation of
    investments                                           10,288,332         (27,830)
                                                        ------------    ------------

             Net increase (decrease) in shareholders'
               equity resulting from operations         $ 10,040,487    ($   192,509)
                                                        ============    ============

Per share net increase (decrease) in shareholders'
    equity resulting from operations

Basic                                                   $       2.00    ($       .04)
                                                        ============    ============

Diluted                                                 $       1.95    ($       .04)
                                                        ============    ============
</TABLE>

The accompanying notes are an integral part of this statement.


                                       -3-

<PAGE>



                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS

                            ========================


                                     ASSETS


                                                      June 30,         March 31,
                                                       1998              1998   
                                                    -----------      -----------
Loans and investments
    Loans and notes receivable                      $ 5,262,024      $ 6,598,875

Equity interests in small business
    concerns                                         17,212,645        6,051,901

Assets acquired in liquidation                          683,210          713,935
                                                    -----------      -----------

                  Total investments                  23,157,879       13,364,711

Cash                                                  1,578,145          848,777

Short term marketable securities                      2,983,231        3,462,587

Accrued interest receivable                             130,335          164,556

Furniture and equipment (net of
    accumulated depreciation of
    $69,828 at June 30, 1998
    and $68,250 at March 31, 1998)                       17,037           18,615

Other assets                                            367,026          373,869
                                                    -----------      -----------

                  Total assets                      $28,233,653      $18,233,115
                                                    ===========      ===========



The accompanying notes are an integral part of this statement.


                                       -4-

<PAGE>



                             WINFIELD CAPITAL CORP.
                            CONDENSED BALANCE SHEETS

                            =======================



                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                                       June 30,       March 31,
                                                        1998           1998 
                                                    ------------   ------------
Liabilities
    Debentures payable to the U.S. Small
      Business Administration                       $  8,300,000   $  8,300,000

    Subordinated debentures payable                      993,712        983,502

    Accrued expenses                                     245,228        279,162

    Deferred income                                       28,678         44,903
                                                    ------------   ------------

                  Total liabilities                    9,567,618      9,607,567
                                                    ------------   ------------

Commitments and contingencies

Shareholders' equity
    Preferred stock - .001 par value;
        Authorized 1,000,000 shares
        Issued and outstanding - none
    Common stock - $.01 par value;
     Authorized - 10,000,000  shares;
     Issued and outstanding - 5,023,361
       at June 30, 1998 and March 31, 1998                50,234         50,234
    Additional paid-in capital                         9,442,365      9,442,365
    Accumulated earnings (deficit)                     9,173,436       (867,051)
                                                    ------------   ------------

                  Total shareholders' equity          18,666,035      8,625,548
                                                    ------------   ------------

                  Total liabilities and
                    shareholders' equity            $ 28,233,653   $ 18,233,115
                                                    ============   ============

The accompanying notes are an integral part of this statement.


                                       -5-

<PAGE>


                             WINFIELD CAPITAL CORP.
                       CONDENSED STATEMENTS OF CASH FLOWS

                     ======================================

                                                        Three Months Ended
                                                             June 30,
                                                       1998            1997 
                                                   ------------    ------------
Operating activities
    Net increase (decrease) in shareholders'
        equity resulting from operations           $ 10,040,487    ($   192,509)
    Adjustments to reconcile net increase
        (decrease) in shareholders' equity
        resulting from operations to net cash
        used in operating activities
    Amortization of deferred income                     (16,225)           --
    Amortization of debenture costs                      10,210          10,209
    Change in unrealized (appreciation)
        depreciation on investments                 (10,288,332)         27,830
    Loss on investments                                   4,914            --
    Depreciation and amortization of
        fixed assets                                      1,578           1,365
    Amortization of bond expenses                         7,182           7,182
    (Increase) decrease in
        Accrued interest receivable                      34,221          (8,785)
        Other assets                                     27,065          15,036
    (Decrease) in accrued expenses                      (33,934)        (46,469)
                                                   ------------    ------------

Net cash (used in) operating activities                (212,834)       (186,141)
                                                   ------------    ------------

Investing activities
    Short term marketable securities - net              479,356       1,180,529
    Investments originated                              (41,493)     (2,231,785)
    Proceeds from collection of loans                   504,339         106,956
    Purchase of furniture and equipment                    --            (4,394)
                                                   ------------    ------------

Net cash provided by (used in) investing
    activities                                          942,202        (948,694)
                                                   ------------    ------------

Increase (decrease) in cash                             729,368      (1,134,835)

Cash - beginning of period                              848,777       3,314,875
                                                   ------------    ------------

Cash - end of period                               $  1,578,145    $  2,180,040
                                                   ============    ============

The accompanying notes are an integral part of this statement.


                                       -6-

<PAGE>



                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                    ========================================


Note - 1  Interim Financial Statements

          The interim  financial  statements  of  Winfield  Capital  Corp.  (the
          "Company") have been prepared in accordance  with the  instructions to
          Form 10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not
          include all information  and disclosures  necessary for a presentation
          of the Company's  financial  position,  results of operations and cash
          flows in conformity with generally accepted accounting principles.  In
          the opinion of  management,  these  financial  statements  reflect all
          adjustments  consisting only of normal recurring  accruals,  necessary
          for a fair presentation of the Company's financial  position,  results
          of  operation  and  cash  flows  for  such  periods.  The  results  of
          operations for any interim periods are not  necessarily  indicative of
          the results for the full year.  These financial  statements  should be
          read in  conjunction  with the financial  statements and notes thereto
          contained in the  Company's  Annual Report on Form 10-K for the fiscal
          year ended March 31, 1998.

Note - 2  Earnings (Loss) per Common Share:

          The  reconciliation  of basic and diluted per common share computation
          is as follows:


                                                      Three Months Ended
                                                           June 30,
                                                  -------------------------
                                                     1998          1997 
                                                  -----------   -----------
     Net earnings (loss) in shareholders'
       equity resulting from operations           $10,040,487   ($  192,509)
                                                  ===========   =========== 

     Earnings (loss) per common share
        Basic                                     $      2.00  ($      0.04)
                                                  ===========   =========== 
        Diluted                                   $      1.95   $    (A)
                                                  ===========   =========== 

     Shares used in computation:
        Basic:
                 Weighted average common shares     5,023,361     5,023,061
                                                  ===========   =========== 

        Diluted:
                 Weighted average common shares     5,023,361     5,023,361
                 Common stock equivalents             134,735       (A)
                                                  ===========   =========== 
                                                    5,158,096     5,023,361
                                                  ===========   =========== 


(A)  For the three  months  ended June 30,  1997 the fully  diluted  computation
     would be anti-dilutive and was not considered.


                                       -7-

<PAGE>



                             WINFIELD CAPITAL CORP.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                    ========================================


Note 3 -  Subsequent to June 30, 1998, the Company made an equity  investment of
          $900,000 in Commerce One, Inc. Also, one of the Company's investments,
          Cyberian  Outpost,  Inc. made its initial public  offering on July 31,
          1998 commencing  trading on the Nasdaq National Market. The securities
          held by the Company in connection  with this investment are subject to
          restrictions on transferability including the underwriter's lock-up of
          180 days from the initial public  offering date.  Consistent  with its
          accounting  policies,  the  Company  will  continue  to  discount  the
          carrying value of its investment in Cyberian Outpost,  Inc. as long as
          such restrictions on transferability exist.



                                       -8-

<PAGE>



                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

              ====================================================


Results of Operations

Three Months Ended June 30, 1998 and June 30, 1997


Investment Income

Investment  income decreased from $267,724 for the three month period ended June
30, 1997 to $230,925  for the same period ended June 30,  1998.  This  primarily
reflected  $96,656 in decreased  earnings  from  invested  idle funds due to the
increased  investment activity in 1997. There was also an increase of $22,125 in
interest  earned  from  the  Company's  investment  portfolio  due to new  loans
generated in 1997. Other investment income, principally amortization of deferred
commitment  and  application  fees,  and income from both notes  receivable  and
assets acquired in liquidation, increased by $37,732.


Interest Expense

Interest  expense  decreased  from  $211,918 for the three months ended June 30,
1997 to $196,392 for the same period ended June 30, 1998 due to the repayment of
$600,000 to the Small Business Administration (the "SBA") on September 1, 1997.


Operating Expenses

The Company's  operating  expenses  increased from $220,485 for the three months
ended June 30,  1997 to  $277,464  for the three  months  ended  June 30,  1998.
Professional  fees  increased  by  $55,796  reflecting  the  increased  level of
investment  activity  and payroll  and payroll  related  expenses  decreased  by
$4,855.


Realized Loss on Disposition of Investments

The  Company  realized  a  loss  of  $4,914  on  the  disposition  of one of its
investments.


Unrealized Appreciation or Depreciation of Investments

There was an increase in unrealized appreciation of investments of $10,288,332
for the three months ended June 30, 1998 compared to a decrease in unrealized
appreciation of $27,830 for the same period ended June 30, 1997, principally
related to the market price of one investment in a portfolio company which
recently made its initial public offering.

                                       -9-

<PAGE>



                             WINFIELD CAPITAL CORP.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

              ====================================================


Liquidity and Capital Resources

At June 30,  1998 the  Company  had cash and short term  marketable  securities,
totaling $4,561,376 invested with banks which meet the Federal Deposit Insurance
Corporation's definition of well capitalized financial institutions.

The Company  believes that its cash and short term  investments at June 30, 1998
will be  adequate  to meet both its  working  capital  needs and the  short-term
investment  opportunities.  Given the current pace of investment  opportunities,
the Company may seek additional funds through  borrowing from the SBA to satisfy
its  long-term  investment  objective.  The  Company  had  received  a five year
commitment from the SBA which reserves $10,000,000 of SBA guaranteed debentures.
The  drawing  down of  commitment  proceeds  is  contingent  upon the  Company's
creditworthiness  and full  compliance with all SBA rules and regulations at the
time of the drawdown.



                                      -10-

<PAGE>


                             WINFIELD CAPITAL CORP.
                           PART II - OTHER INFORMATION

                      ====================================



Item 6 - Exhibits and Reports on Form 8-K


          a.   Exhibit Index

               None.


          b.   Reports on Form 8-K

               Form 8-K  dated  August  6,  1998 was  filed  by the  Company  in
               connection  with  the  initial  public  offering  of  one  of the
               Company's portfolio investments.




Pursuant  to the  requirements  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.



                                       WINFIELD CAPITAL CORP.
                                       (Registrant)





                                       By: S/Paul A. Perlin            
                                           ----------------------------
                                           Paul A. Perlin
                                           Chief Executive Officer




Dated: August 14, 1998




                                      -11-