U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                              FORM 10-QSB

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

     For the quarter ended June 30, 1998
                           -------------

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

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

                        Commission File No. 0-24374
                                            ----------

                        LUCAS EDUCATIONAL SYSTEMS, INC.     
                      -----------------------------------
              (Name of Small Business Issuer in its Charter)

       DELAWARE                                            62-1690722
       --------                                            ----------         
(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)

                               P. O. Box 789
                        Templeton, California 93465
                        ---------------------------    
                 (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (805) 434-3982

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  

     (1)   Yes  X    No            (2)   Yes  X    No 
               ---      ---                  ---      ---


               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 
                       DURING THE PAST FIVE YEARS)

     Check whether the issuer has 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 a court.  Yes____        No ___        
  
                 (APPLICABLE ONLY TO CORPORATE ISSUERS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                               August 20, 1998

                          Common - 11,643,619 shares

                     DOCUMENTS INCORPORATED BY REFERENCE

          A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.

Transitional Small Business Issuer Format   Yes  X   No 
                                                ---     ---

                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

          The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes.  In the opinion
of management, these Consolidated Financial Statements fairly present the
financial condition of the Company.
       
<PAGE>
<TABLE>
                        LUCAS EDUCATIONAL SYSTEMS INC.
                                BALANCE SHEET
                              
<CAPTION>
                                   ASSETS
                                                   June 30,      March 31,
                                                     1998          1998
<S>                                              <C>           <C>
CURRENT ASSETS
Cash in Bank                                      11,395.26      37,191
Inventory                                          5,610.00       5,610
Prepaid expenses -                                 3,000.00         -
 
TOTAL CURRENT ASSETS                              20,005.26      42,801
 
PROPERTY & EQUIPMENT
Leasehold improvements                            11,070.25      11,070
Furniture & fixture                                1,930.44       1,931
Computer equipment                                17,009.37      17,009
Automobiles                                       37,382.00      37,382
Video master tapes                                 1,577.25       1,577
Video set-up fee                                  12,000.00      12,000
Accumulated depreciation                         (10,363.85)     (5,750)
 
TOTAL PROPERTY & EQUIPMENT                        70,605.46      75,219
 
TOTAL ASSETS                                      90,610.72     121,020
 
                       LIABILITIES & EQUIPMENT
CURRENT LIABILITIES
Accounts Payable                                   1,529.88      46,036
Payroll Taxes Payable                                -            6,460
Payroll Payable                                      -            3,403
TOTAL CURRENT LIABILITIES                          1,529.88      55,899
 
LONG-TERM DEBT
Loan payable                                      60,000.00         -
 
TOTAL LONG-TERM DEBT                              60,000.00         -
 
MEMBERS' EQUITY
Common stock                                      11,644.62       11,244
Additional paid in                               455,873.90      405,146
Stock Subscription Receivable                        -               (25)
Retained earnings                               (351,244.18)    (351,244)
Net income                                       (87,193.50)
 
TOTAL EQUITY                                      29,080.84       65,121
 
TOTAL LIABILITIES AND EQUITY                      90,610.72      121,020
</TABLE>
<TABLE>
                       LUCAS EDUCATIONAL SYSTEMS INC.
                         STATEMENT OF OPERATIONS
                      YEAR TO DATE ENDED JUNE 30, 1998
                    AND YEAR ENDED MARCH 31, 1998
<CAPTION>
                                                  June 30,        March 31, 
                                                    1998            1998
<S>                                           <C>               <C>
REVENUES
TOTAL REVENUES                                            0            0
 
GROSS PROFIT                                              0            0
 
EXPENSES
Amortization and Depreciation                      4,613.74        5,750
General and Administrative                        82,579.76      345,431
 
TOTAL OPERATING EXPENSES                          87,193.50      351,181
 
NET INCOME                                       (87,193.50)    (351,181)
</TABLE>
                            Note to financial statements 

     The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a fair
presentation.  Such adjustments are of a normal, recurring nature.

Item 2.   Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.
-----------------

      The Company has not engaged in any material operations or
had any revenues from operations during the quarter ended June 30, 1998.
The Company completed a reorganization whereby it acquired all of the
outstanding voting securities of Lucas Educational Systems, Inc., a Nevada
corporation ("Lucas Nevada"), reported in a  Form 8-K Current Report dated
November 11, 1997, which has been previously filed with the Securities and
Exchange Commission and which is incorporated herein by reference.  

     The Company plans in the next twelve months to gain a contractual
agreement with QVC to market selected products for a specific period of time,
and, to further promote the Company's product through other direct or indirect
marketing channels.

     The Company plans to satisfy its cash requirements with certain
contingent contracts mentioned above; if these contracts are not consummated,
the Company will need $500,000 for operations for the next twelve months, and
these funds will need to be raised through debt or equity to finance its
continued operations.   

Results of Operations.
----------------------
      
     At June 30, 1998, the Company had $20,005 in assets and current
liabilities of $1,530.  There were no revenues in the three months ended
June 30, 1998, and losses from operations during this period were ($87,194). 

Liquidity
---------

     The Company had an increase in expenses during the quarter, due to the
costs associated with the reorganization; and general and administrative
expenses increased as a result of intended operations.

                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

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

          No matter was submitted to a vote of the Company's security holders
during the period covered by this Report.

Item 5.   Other Information.

Item 6.   Exhibits and Reports on Form 8-K.
                                                                               
                                                        Exhibit
          (a)  Exhibits.                                Number

           Annual Report on Form 10-KSB for the year    **
           ended March 31, 1998, filed August 21, 1998    
 
          (b)  Reports on Form 8-K.

             SEC Form 8-K, dated November 11, 1997,       **
           regarding the Plan with Lucas Nevada

     ** These documents and related exhibits have been previously filed with
the Securities and Exchange Commission and by this reference are incorporated
herein.

                            SIGNATURES

          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.

                                       LUCAS EDUCATIONAL SYSTEMS, INC.



Date: 8/25/98                          By:/s/Jerry R. Lucas
                                       Jerry R. Lucas
                                       President and Director



          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:


                                       LUCAS EDUCATIONAL SYSTEMS, INC.



Date: 8/25/98                          By:/s/Jerry R. Lucas
                                       Jerry R. Lucas
                                       President and Director
                                         
Date: 8/25/98                          By:/s/Cheryl W. Lucas
                                       Cheryl W. Lucas
                                       Treasurer and Director

Date: 8/24/98                          By:/s/David Nelson
                                       David Nelson
                                       Secretary and CFO