UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB
 QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
                   ACT REPORTING REQUIREMENTS

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

For the quarterly period ended March 31, 2000 Commission File No.
000-29577
9







                        MELLONCAMP, INC.
     (Exact name of registrant as specified in its charter)







Nevada                                            88-0386352
(State of organization) (I.R.S. Employer Identification No.)

2080 E. Flamingo Rd., Suite 112, Las Vegas, NV 89119
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 650-5660

Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days.  No X

There are 3,000,000 shares of common stock outstanding as of May
5, 2000.



                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

The  financial statements and supplemental data required by  this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.

ITEM 2.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation,   those  expectations  reflected  in  forward-looking
statements contained in this Statement.

                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of  its  Form  10-SB filed with the SEC on August 31,  1999.  The
description  of the current plan of operation is incorporated  by
reference to Section 2 of its Form 10-SB.

                           Competition

The  Company  is an insignificant participant among  firms  which
engage   in   business  combinations  with,  or   financing   of,
development-stage   enterprises.  There  are   many   established
management and financial consulting companies and venture capital
firms  which  have significantly greater financial  and  personal
resources,  technical expertise and experience than the  Company.
In   view  of  the  Company's  limited  financial  resources  and
management  availability, the Company  will  continue  to  be  at
significant  competitive  disadvantage  vis-a-vis  the  Company's
competitors.

                            Employees

The Company's only employees at the present time are its officers
and  directors,  who will devote as much time  as  the  Board  of
Directors determine is necessary to carry out the affairs of  the
Company.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action has
been threatened by or against the Company.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

No issues of securities and no changes in the existing securities
took  place during the period covered by this   report.   At  the
end  of  the quarter there were 3,000,000 shares of common  stock
outstanding.

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

No  such  matters  were  submitted during  the  most  the  recent
quarter.

Unaudited financial statements as of March 31, 2000, and for  the
three-month periods then ended.

May 1, 2000

Board of Directors
Melloncamp, Inc.
Fountain Hills, Arizona

We  have  compiled the accompanying balance sheets of melloncamp,
Inc.  as  of  March 31, 2000 and March 31, 1999, and the  related
statements  of income, changes in stockholders' equity  and  cash
flows for the nine months periods then ended, in accordance  with
the  Statement  of Standards for Accounting and  Review  Services
issued by the American Institute of Certified Public Accountants.

A  compilation is limited to presenting in the form of  financial
statements  information that is the representation of management.
We  have  not  audited  or  reviewed the  accompanying  financial
statements  and  supplementary information, and, accordingly,  do
not express an opinion or any other form of assurance on them.

As  discussed in Note 1, the Company has been in the  development
stage  since  its inception on February 19, 1998. Realization  of
the  major  portion of its assets is dependent upon the Company's
ability  to  meet  its  future financing  requirements,  and  the
success   of   future  operations.  The  accompanying   financial
statements have been prepared assuming the Company will  continue
as a going concern.

The  December 31, 1999, financial statements were audited  by  us
and  we expressed an unqualified opinion them in our report dated
January  21, 2000. We have not performed any auditing  procedures
since that date.

                        MELLONCAMP, INC.
                  (A Development Stage Company)
                         BALANCE SHEETS
              March 31, 2000 and December 31, 1999
<TABLE>

<S>
                                 <C>               <C>

                                 Unaudited March   Audited December
                                 31, 2000          31, 1999
            ASSETS
Current Assets:
Cash and Cash Equivalents        $-0-              $-0-
Total Current Assets             $-0-              $-0-
Other assets;
Organization Expense (net of     -0-               -0-
amortization)
Total Other Assets               -0-               -0-
                                 $-0-              $-0-
 LIABILITIES AND STOCKHOLDERS'
            EQUITY
Current Liabilities;             $-0-              $-0-
Total Current Liabilities        -0-               -0-
Stockholders' equity;
Common stock, $.001 par,          3,000             3,000
25,000,000 shares authorized,
3,000,000 issued and
outstanding
Preferred stock, $.001 par,       -0-               -0-
5,000,000 shares authorized, no
shares issued and outstanding
Deficit accumulated during        (3,000)           (3,000)
development stage
Total Stockholders' Equity       -0-               -0-
                                 $-0-              $-0-
</TABLE>

See accompanying accountant's report.
The accompanying notes are an integral part of these statements.

                        MELLONCAMP, INC.
                  (A Development Stage Company)
                      STATEMENTS OF INCOME
  For the Three Months Ended March 31, 2000 and March 31, 1999
the Year Ended December 31, 1999 and the Period February 19, 1998
                  (inception) to March 31, 2000
<TABLE>
<S>                <C>               <C>               <C>               <C>
                   Unaudited Three   Unaudited Three   Audited Year      February 19,
                   Months March 31,  Months March 31,  Ended December    1998 (inception)
                   2000              1999              31, 1999          to March 31,
                                                                         2000
Revenue            $-0-              $-0-              $-0-       $-0-
Cost of Sales      -0-               -0-               -0-               -0-
Gross Profit       -0-               -0-               -0-               -0-
Operating Expenses
Filing fees        -0-               -0-               -0-               300
Professional fees  -0-               -0-               -0-               2,700
                   -0-               -0-               -0-               3,000
Net Income Before  -0-               -0-               -0-               (3,000)
Income Taxes
Income Taxes       -0-               -0-               -0-               -0-
Net Income/(Loss)  $-0-              $-0-              $-0-              $(3,000)
Earnings (Loss)    $-0-              $-0-              $-0-              $-0-
per Common Share
Weighted Average   3,000,000         3,000,000         3,000,000         3,000,000
Numbers of Shares
Outstanding
</TABLE>
See accompanying accountant's report.
The accompanying notes are an integral part of these statements

                        MELLONCAMP, INC.
                  (A Development Stage Company)
                STATEMENT OF STOCKHOLDERS' EQUITY
                         March 31, 2000
<TABLE>

<S>
                  <C>               <C>               <C>               <C>

                  Preferred Stock   Stock Amount      Common Stock      Stock Amount
Balance December  -0-               $-0-              3,000,00  $3,000
31, 1998 -                                            0
Audited
Retained          -0-               -0-               -0-               -0-
Earnings (Loss)
- Audited
Balance December  -0-               -0-               3,000,000         $3,000
31, 1999 -
Audited
Retained          -0-               -0-               -0-               -0-
Earnings (Loss)
- Unaudited
Balance March     -0-               -0-               3,000,000         $3,000
31, 2000 -
Unaudited
</TABLE>
See accompanying accountant's report.
The accompanying notes are an integral part of these statements

                        MELLONCAMP, INC.
                  (A Development Stage Company)
          STATEMENT OF STOCKHOLDERS' EQUITY (continued)
                         March 31, 2000
   <TABLE>

   <S>
                         <C>               <C>               <C>

                         Paid In Capital   Retained          Total
                         Amount            Earnings
   Balance December 31,  $-0-              $(3,000)    $-0-
   1998 - Audited
   Retained Earnings     -0-               -0-               -0-
   (Loss) - Audited
   Balance December 31,  -0-               (3,000)           -0-
   1999 - Audited
   Retained Earnings     -0-               -0-               -0-
   (Loss) - Unaudited
   Balance March 31,     $-0-              $(3,000)          $-0-
   2000 - Unaudited
   </TABLE>
See accompanying accountant's report.
The accompanying notes are an integral part of these statements.

                        MELLONCAMP, INC.
                  (A Development Stage Company)
                    STATEMENTS OF CASH FLOWS
  For the Three Months Ended March 31, 2000 and March 31, 1999,
  the Year Ended December 31, 1999, and the Period February 19,
                              1998
                  (inception) to March 31, 2000

   <TABLE>

   <S>                <C>               <C>               <C>               <C>

                      Unaudited Three   Unaudited Three   Audited Year      February 19,
                      Months Ended      Months Ended      Ended Dec. 31,    1998 (inception)
                      March 31, 2000    March 31, 1999    1999              to March 31,
                                                                            2000
   Net Income (Loss)  $-0-              $-0-              $-0-      $(3,000)
  Adjustments to      -0-               -0-               -0-               -0-
   reconcile net
   income to net
   cash provided by
   operating
   activities:
   Cash Provided by   -0-               -0-               -0-               -0-
   Operations
   Cash Used in       -0-               -0-               -0-               -0-
   Investing
   Activities
   Cash Provided by
   Financing
   Activities
  Stock issued        -0-               -0-               -0-               3,000
   Net Change in      -0-               -0-               -0-               -0-
   Cash
   Beginning Balance  -0-               -0-               -0-               -0-
   Ending Cash        $-0-              $-0-              $-0-              $-0-
   Balance
   </TABLE>
See accompanying accountant's report.
The accompanying notes are an integral part of these statements.

                        MELLONCAMP, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
      March 31, 2000, March 31, 1999 and December 31, 1999

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Description of Operations
  The  Company  was  organized under the laws  of  the  state  of
  Nevada  in 1998 and is authorized to do business in the  United
  States.  The Company has no revenue from operations during  the
  period covered by this financial statement.

  Method of Accounting
  These  financial statements are prepared on the  accrual  basis
  of  accounting in accordance with generally accepted accounting
  principles.  Consequently, revenues are recognized when  earned
  and  expenses  are recognized when the obligation  is  actually
  incurred.

  Income Taxes and Cash Flows
  The  Company  accounts for income taxes and  the  statement  of
  cash  flows  in accordance with Financial Accounting  Standards
  Board Statement No. 109 and No. 95.

  Cash and Cash Equivalents
  Cash   and   cash   equivalents  include  all   highly   liquid
  investments  with  a  maturity of three  months  or  less  when
  purchased.

NOTE 2 - CASH

  The Company has no bank accounts at this time.

NOTE 3 - EARNINGS PER SHARE

  Earnings   per  sharee  has  been  computed  by  dividing   net
  income/(loss)  by the weighted average number of common  shares
  outstanding  for  the  period. There are  no  items  which  are
  deemed to be common stock equivalents during the audit period.

NOTE 4 - COMMON STOCK

  As  of  March 31, 2000, December 31, 1999 and March  31,  1999,
  the  Company  had 3,000,000 shares of common stock,  par  value
  $0.001, issued and outstanding.

NOTE 5 - LEASE COMMITMENTS

  The  Company  currently  has  no  commitments  for  leases   or
  contingencies.

NOTE 6 - USE OF ESTIMATES

  The  preparation  of  financial statements in  conformity  with
  Generally  Accepted  Accounting Principles requires  management
  to  make estimates and assumptions that affect certain reported
  amounts  and  disclosures. Accordingly,  actual  results  could
  differ from these estimates.

EXHIBITS

a)     The  exhibit  consisting  of  the  Company's  Articles  of
  Incorporation is attached to the Company's Amended Form  10-SB,
  filed on March 1, 2000. This exhibit is incorporated by reference
  to that Form.

b)    The  exhibit consisting of the Company's Bylaws is attached
  to the Company's Amended Form 10-SB, filed on March 1, 2000. This
  exhibit is incorporated by reference to that Form.

                           SIGNATURES

Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange  Act  of  1934,  the Registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.



                           Melloncamp, Inc.



                           By: /s/ Kenneth D. Greble
                              Kenneth D. Greble, President