UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D. C. 20549
                             FORM 10-QSB

                              
(x ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended  September 30, 1998                      
                                                 

(  ) 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  33-30743             
                                                    

                     PIERCE  INTERNATIONAL  DISCOVERY,  INC.              
              (Exact name of registrant as specified in charter)

      Colorado                                       84-1121360           
(State or other jurisdiction of                  (I.R.S. Employer        
incorporation or organization)                    Identification No.)        

   6746  South  Revere  Parkway,  Ste 130,  Englewood, Colorado   80112        
  (Address of principal executive offices)                      (Zip Code)
                  

                            1- 303-792-0719                            
          Registrant's telephone number, including area code


                                                                              
                                      
(Former name, former address, and former fiscal year, if changed since last 
report.)


     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),  Yes [   ]  No [ x ] 
and (2) has been subject to such filing requirements for the past 90 days.  
Yes [x ]   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 last practicable date.

            Class                      Outstanding as of October 27, 1998
     Common  Stock, no par                    750,000,000



                                INDEX

                                                              Page    
                                                              Number
PART I.        

     ITEM 1.   Financial Statements (unaudited). . . . . . . 3

      Balance Sheets . . . . . . . . . . . . . . . . . . . .       4
         September 30, 1998 and June 30, 1998
     
      Statements of Operations
       For the three months  ended September 30, 1998 and 1997    .5
       and the period from April  19, 1989 to September 30, 1998 
                            
     

      Statement of Changes in Stockholders' Equity
      For the period from April 19, 1989  to  September 30, 1998    6

      Statements of Cash Flows   
      For the three months ended September 30, 1998 and 1997        .7
      and the period from April 19, 1989
      to  September 30, 1998                            
                 

      Notes to Financial Statements. . . . . . . . . . . . . 8

     ITEM 2.   Plan of Operations. . . . . . . . . . . . . .10


PART II   
        Other Information . . . . . . . . . . . .. . . ..   11  

                Signatures . . . . . . . . . . . . . . . . .12
     
      



                    PART I - FINANCIAL INFORMATION



                     ITEM 1. FINANCIAL STATEMENTS




The accompanying   balance sheets of Pierce International Discovery, Inc. (a
development stage company)  at  September 30, 1998 and June 30 1998,  the 
statements of operations and the statements of cash flows for the three 
months ended September 30, 1998 and 1997 and the period from April
19, 1989 to September 30, 1998,  and  the statement of stockholders' equity  
for the  period from April 19, 1989 to September 30, 1998, have been 
prepared by the Company's management and they do not include all information 
and notes to the financial statements necessary for a complete presentation of 
the financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles.  In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been 
included and all such adjustments are of a normal recurring nature.

Operating  results for the quarter ended  September 30, 1998, are not
necessarily indicative of the results that can be expected for the year ending 
December 31, 1998.





                 PIERCE INTERNATIONAL DISCOVERY, INC.
                    (A DEVELOPMENT STAGE COMPANY)
                            BALANCE SHEETS
                 SEPTEMBER 30, 1998, AND JUNE 30, 1998


                                                     
                                                   SEPTEMBER 30,    JUNE 30,   
                                                       1998           1998      
ASSETS

CURRENT ASSETS

 Cash                                             $      -     $        -    
     Total Current Assets                                -              -    

OTHER ASSETS

    Undeveloped mineral properties                                            
                                                         -            4,000 

                                                                              
                                                 $       -        $   4,000    
LIABILITIES AND STOCKHOLDERS' 
EQUITY

CURRENT LIABILITIES

 Accounts payable                                $   12,000       $   9,000
    Accounts payable - related parties                   -          216,680
          Total Current Liabilities                                           
                                                     12,000         225,680
                      
    

STOCKHOLDERS' EQUITY

    Preferred stock
         10,000,000 shares authorized, no par value, non out                  
                                                          -           - 
  
 Common stock 
        750,000,000 shares authorized, no par value,                          
                             
       750,000,000  shares issued and outstanding at                          
                                          
September 30, 1998; 79,393,100 at June 30, 1998        1,255,142   1,039,962  
   Accumulated deficit during development stage                           
                                                      (1,267,142) (1,261,642) 
        
                                                                              
                                                                              
    
       Total Stockholder's Deficiency                   (12,000)   (221,680)

                                                                              
                                                     $    -        $ 4,000


  The accompanying notes are an integral part of these financial statements.




                   PIERCE INTERNATIONAL DISCOVERY, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                         STATEMENTS OF OPERATIONS
         FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 
AND THE PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998


                    
                                 THREE MONTHS THREE MONTHS     APRIL 19, 1989
                                 SEPTEMBER 30 SEPTEMBER 30 (DATE OF  INCEPTION)
                                        1998      1997       TO SEPT 30, 1998
   

REVENUES                             $     -     $    -        51,016 
 
    
EXPENSES                                 5,500   30,174     1,140,336 

NET LOSS - before other income       $ (5,500)  $ (30,174) (1,089,320)

OTHER INCOME

    Net gain (loss) from transfer of
  assets for payment of liabilites          -   254,171     (177,822)
    
NET INCOME (LOSS)                      (5,500)  223,997   (1,267,142)




GAIN ( LOSS) PER COMMON SHARE
 
    Basic
      Loss before other income         $   -    $    -   
      Other income (loss)                  -      .003  
      Net income (loss)                $   -    $ .003              



AVERAGE OUTSTANDING SHARES
    

    Basic                            750,000,000 79,393,100





The accompanying notes are an integral part of these financial statements.




                   PIERCE INTERNATIONAL DISCOVERY, INC.
                      (A DEVELOPMENT STAGE COMPANY)
              STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
   PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
                                     

                                   
                                                  COMMON STOCK      ACCUMULATED
                                            SHARES          AMOUNT    DEFICIT 

BALANCE APRIL 19, 1989 (date of inception)     -             -          -     
    
Issuance of common shares for cash at $.002    -
related parties - April through  June 1989  28,250,000      43,375       -   

Net operating loss from April 19, 
to June 30, 1989                                -            -        (7,083)

Net operating loss for the year ended 
June 30, 1990                                   -            -       (214,251)

Issuance of common shares for cash  ( net of
offering costs) at $.05 -  1991             4,117,120     168,938         -  

Issuance of common shares for cash at $.03 -
    related parties - 1991                  3,963,333     118,900        -  

Net operating loss for the year ended June 
 30, 1991                                       -          -         (291,658)

Issuance of common shares for services at
    $.001 - 1992                            1,830,000      2,300         -  

Issuance of common shares for payment of
    debt at $.012 - 1992                   17,398,836     216,958        -  

Issuance of common shares for cash at $.015 -
     related parties - 1992                 5,328,811     82,251         -  

Net operating loss for the year ended 
June 30 ,1992                                  -           -        (123,793)

Net operating profit for the year 
ended June 30, 1993                            -           -            2,116 

Issuance of common shares for assets 
at $.09 - related parties - recorded at    3,000,000    268,990         -  
          predecessor cost  - 1994
Issuance of common shares for services
     at $.001 - related parties - 1994     9,000,000     9,000           -  

Net operating loss for the 
year ended June 30, 1994                     -            -          (85,805)

Issuance of common shares 
for cash at $.05 - 1994                     2,000,000   100,000           -  

Issuance of common shares for 
services at $.006                          4,505,000     29,250            -  

Net operating loss for the year 
ended June 30, 1995                            -            -       (226,049)
                                                             

BALANCE JUNE 30, 1995                     79,393,100   1,039,962    (946,523)








                   PIERCE INTERNATIONAL DISCOVERY, INC.
                      (A DEVELOPMENT STAGE COMPANY)
        STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY - continued
   PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998
                                     

                                   
                                                    COMMON STOCK   ACCUMULATED
                                                  SHARES    AMOUNT  DEFICIT     


Net operating loss for the year ended 
June 30, 1996                                     -           -     (24,631)
                                                                  

BALANCE JUNE 30, 1996                         79,393,100   1,039,962 (971,154)
  

Net operating loss for the year 
ended June 30, 1997                             -           -       (512,440)
                                                                 

BALANCE JUNE 30, 1997                         79,393,100   1,039,962 (1,483,594)

Net operating profit for the year 
ended June 30, 1998                            -            -         221,952 
                                                                  

BALANCE JUNE 30, 1998                         79,393,100   1,039,962 (1,261,642)
   
Issuance of common shares for payment of debt at
    $.0003 - related parties -  
    August 28, 1998                           670,606,900    212,680      -   

Contribution to capital
 - payment of expenses                             2,500         -  
 
Net operating loss for the three months
   ended September 30, 1998                         -            -    (5,500) 

                                                                             
          
 BALANCE SEPTEMBER 30, 1998               750,000,000  $ 1,255,142 $ (1,267,142)
 
     

The accompanying notes are an integral part of these financial statements.





                 PIERCE  INTERNATIONAL  DISCOVERY,  INC.
                      (A DEVELOPMENT STAGE COMPANY)
                         STATEMENTS OF CASH FLOWS
         FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998  AND 1997
AND THE PERIOD FROM APRIL 19, 1989 (DATE OF INCEPTION) TO SEPTEMBER 30, 1998 


      
                                                                 APRIL 19, 1989
                                THREE MONTHS   THREE MONTHS  (DATE OF INCEPTION)
                                SEPTEMBER 30,  SEPTEMBER 30, TO SEPTEMBER 30,
                                  1998            1997               1998      
   
CASH FLOWS FROM 
 OPERATING ACTIVITIES:                                              

 Net  profit  (loss)           $    (5,500)     $ 223,997     (1,267,142)
                                            
 Adjustments to reconcile net loss to
  net cash provided by operating
  activities:

  Common shares issued for services     -           -             40,550
  Depreciation                                                         
                                        -           -             28,755
  (Profit)  loss  on transfer of 
    assets  -                    (254,171)       177,821 
  for payment of debt
  Changes  in accounts payable        5,500       (5,046)        252,394 
                                                                 
                  
                                   
   Net  used   in  operations         -           35,220      (767,622)

CASH FLOWS FROM INVESTING  ACTIVITIES: 
 
          
 Proceeds from sale of assets          -          37,200        37,200 

CASH FLOWS FROM FINANCING  ACTIVITIES:                      
      
Issuance of common shares for 
 payment of debt                      -             -         216,958 
 Proceeds from issuance of 
 common stock                         -             -         513,464 

 Net Increase (Decrease) in Cash      -           1,980          -      

 Cash at Beginning of Period          -             65           -      

 Cash at End of Period          $     -      $   2,045           -     



 SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
          
 Issuance of 11,300 common shares for services - 1992 and 1994      $ 40,550
         
 Issuance of 3,000,000 common shares for assets - 1994              $ 268,990

 Issuance of 670,606,900 common shares for payment of debt - 1998   $212,680


The accompanying notes are an integral part of these financial statements.



                 PIERCE INTERNATIONAL DISCOVERY, INC.
                    (A DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS



1. ORGANIZATION

The Company was incorporated under the laws of the state of Colorado on April 
19, 1989 with authorized common stock of 750,000,000 shares with no par value 
and preferred stock of 10,000,000 shares with no par value.    

The Company has been engaged in the business of seeking mineral leases for
potential development and had acquired interests in several mineral properties 
including  leases in Colorado and  mining properties in Mexico.  

The  leases in Colorado were acquired from related parties by the issuance of
3,000,000 common shares and a note payable for $3,600,000.  In March 1997 the  
leases were returned to the former owner's, due to a default by the Company, 
with mutual releases of all claims, which resulted in a loss to the Company 
of $434,918.  

After the acquisition of  the Mexico properties the Company entered into a
contract with other parties to provide funds to develop the properties.  In 
1996 the Company started a legal action resulting from a default in the terms 
of the development contract. In July 1997 the legal action  was settled, and
by mutual agreement the Mexico properties were transferred and all claims were 
released which resulted in a gain to the Company of $254,171. 

The company has  become inactive since the transfer of its remaining assets.

Since inception the Company has been in the development stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of 
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

At June 30, 1998, the Company  had a net operating loss  carry forward of
$1,261,642. The  tax benefit from the  carry forward  have been fully offset 
by a valuation reserve because the use of the future tax benefit is 
undeterminable since the Company has no operations. The loss carryforward 
expires starting in the years 200 through 2013.




                 PIERCE INTERNATIONAL DISCOVERY, INC.
                    ( A DEVELOPMENT STAGE COMPANY)
              NOTES TO FINANCIAL STATEMENTS - CONTINUED



2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings (Loss) Per Share

Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding using the treasury stock method in 
accordance with FASB statement No. 128..

Financial Instruments

The carrying amounts of financial instruments, including undeveloped mineral
properties and accounts payable,  are considered by management to be their 
estimated fair values. These values are not necessarily indicative of the 
amounts that the Company could realize in a current market exchange.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles.  Those estimates 
and assumptions affect the reported amounts of the assets  and liabilities, 
the disclosure of contingent assets and liabilities, and the reported revenues 
and expenses.  Actual results could vary from the estimates that were assumed 
in preparing these financial statements.

3.  RELATED PARTY TRANSACTIONS

The statement of changes in stockholder's equity shows a total of 750,000,000
shares of common stock issued and outstanding of which 715,012,623  shares 
were  issued to related parties. 

The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business 
ventures which also may require their attention. If a specific business 
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.

4.  GOING CONCERN

The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company.

Continuation of the Company  as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional 
equity funding which will enable the Company to operate in the future. 

Management recognizes that, if it is unable to raise additional capital, it
cannot conduct any  operations in the future.
                                                                              
                                                                               
 

                     ITEM 2.   PLAN OF OPERATIONS



The Company's management intends to acquire interests in various business
opportunities which, in the opinion of management, will provide a profit to 
the Company.  Continuation of the Company  as a going concern is dependent 
upon obtaining additional working capital and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional equity funding and long term financing,  which will enable the 
Company to operate in the future.  The Company's officers plan to pay any 
future expenses of the Company as  short term loans until additional funding 
can be obtained.

Liquidity and Capital Resources

At September 30, 1998 the Company had no assets to pay its  liabilities.

Results of Operations

The Company has had no operations during this reporting period.











































                                                                   PART II -
OTHER INFORMATION

                                                                              
                                                                               
              

                  ITEM 2. CHANGES IN THE SECURITIES
                                                                              
                                                                               
              

On August 28, 1998 the registrant issued 670,606,900 common shares to related
parties for payment of debt.




                              SIGNATURES



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


  PIERCE INTERNATIONAL DISCOVERY, INC. 



Date:                                         By                              
                       
                                      Pierce D. Parker, President and Director




Date:                             By                                          
           
                                      Nancy A. Cooper, Secretary and Director