SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000.









                        PARTICLE 3, INC.
     (Exact name of registrant as specified in its charter)







Nevada                000-29771                  Applied For
(State of             (Commission           (I.R.S. Employer
organization)         File Number)       Identification No.)

2980 South Rainbow Boulevard, Suite 200-C, Las Vegas, NV 89146
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 307-0488

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 and (2) has been subject to such filing requirements
for the past 90 days.  Yes X

There are 5,000,000 shares of common stock issued and outstanding
as of June 7, 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, in conjunction with those forward-looking  statements
contained in this Statement.

                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of  its amended Form 10-SB filed with the SEC on April 21,  2000.
The  description of the current plan of operation is incorporated
by reference to Section 2 of it's amended 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  by
or against the Company has been threatened.

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

No such matters were submitted during the most recent quarter.

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

FINANCIAL STATEMENTS

          Unaudited  financial statements for the  quarter  ended
            March 31, 2000.
                        PARTICLE 3, INC.
                          BALANCE SHEET


<TABLE>
<S>                                    <C>              <C>
                                         March 31,        February
                                                            24,
                                      2000              20
                                                        00
                                        (Unaudited)

ASSETS                                        $   -           $    -


LIABILITIES                                       -                -

CAPITAL
Subscription of Stock Receivable            (5,000)         (5,000)
Common Stock, $.001 par value;
25,000,000 shares
authorized, 5,000,000 shares issued           5,000            5,000
and outstanding
Total Capital                                     -                -

TOTAL CAPITAL AND LIABILITIES                 $   -           $    -
</TABLE>




















The  accompanying  note  is  an integral  part  of  the  financial
statement.

                              - 2 -
                        PARTICLE 3, INC.
                  NOTES TO FINANCIAL STATEMENTS
                         MARCH 31, 2000




NOTE 1 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a)    Basis of Presentation
          The accompanying financial statements have been
          prepared in accordance with generally accepted
          accounting principles for interim financial information
          and with the instructions to Form 10-QSB and Regulation
          S-B.  Accordingly, they do not include all of the
          information and footnotes required by generally
          accepted accounting principles for complete financial
          statements.  In the opinion of management, all
          adjustments (consisting only of normal recurring
          adjustments) considered necessary for a fair
          presentation have been included.

          For further information, refer to the financial
         statements and footnotes included in Form 10-SB as of
         February 24, 2000.

          b)    Particle 3, Inc. was incorporated on February  24,
          2000   in   the  State  of  Nevada.   The  Corporation's
          principal business activity has not been determined.




















                              - 3 -

EXHIBITS

a)    The  exhibits,  consisting  of the  Company's  Articles  of
  Incorporation, are attached to the Company's Form 10-SB, filed on
  March 2, 2000. These exhibits are incorporated by reference  to
  that Form.

b)    The  exhibits,  consisting  of the  Company's  Bylaws,  are
  attached  to the Company's Form 10-SB, filed on March 2,  2000.
  These exhibits are 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.



                           Particle 3, Inc.



                           By: /s/ J. E. Dhonau
                              J. E. Dhonau, President