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 March 31, 1997.
                                          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 No.  0-19727

                            CUMBERLAND TECHNOLOGIES, INC.
          -----------------------------------------------------------------
                (Exact name of registrant as specified in its charter)

                         Florida                          59-3094503
          -------------------------------------        --------------------
          --
          (State or other jurisdiction                 (I.R.S. Employer
               of incorporation or organization)       Identification No.)

          4311 West Waters Avenue, Suite 501
          Tampa, Florida                                  33614
          ----------------------------------           --------------------
          (Address of principal executive office)      (Zip Code)

                                    (813) 885-2112
          -----------------------------------------------------------------
                 (Registrant's telephone number, including area code)

                                    Not applicable
          -----------------------------------------------------------------
          (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
          and (2) has been subject to such filing requirements for the past
          90 days.  Yes  [X]       No   [  ]

                  Applicable Only to Issuers Involved in Bankruptcy
                     Proceedings During the Preceding Five Years

          Indicate by a  check mark  whether the registrant  has filed  all
          documents and reports required to be filed by Sections 12, 13, or
          15(d)  of the Securities Exchange  Act of 1934  subsequent to the
          distribution  of securities  under a  plan confirmed by  a court.
                         Yes  [X]       No   [  ]<PAGE>





                         Applicable Only to Corporate Issuers

          The  number of shares of the Registrant's common stock, $.001 par
          value, outstanding as of March 31, 1997 was 5,763,070 shares.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                                      FORM 10-Q

                                        INDEX

                                                                       PAGE
                                                                       ----

          PART I    FINANCIAL INFORMATION

                    Item 1.   Condensed consolidated balance sheet 
                                 at December 31, 1996
                                 and March 31, 1997 . . . . . . . . . . 4-5

                              Condensed consolidated statements of 
                                 operations for the three months ended
                                 March 31, 1996 and March 31, 1997. . . . 6

                              Condensed consolidated statements
                                 of cash flows for the three
                                 months ended March 31, 1996 and 1997 . 7-8

                              Notes to condensed consolidated
                                 financial statements . . . . . . . .  9-13

                    Item 2.   Management's Discussion and Analysis 
                                 of financial condition and
                                 results of operations  . . . . . . . 14-15


          PART II   OTHER INFORMATION

                    Item 1.      Legal proceedings  . . . . . . . . . .  16

                    Item 2.      Changes in securities  . . . . . . . .  16

                    Item 3.      Defaults upon senior securities  . . .  16

                    Item 4.      Submission of matters to a vote
                                   of security holders  . . . . . . . .  16

                    Item 5.      Other information  . . . . . . . . . .  16

                    Item 6.      Exhibits and Reports of Form 8-K . . .  16

                                 Signatures . . . . . . . . . . . . . .  17<PAGE>





              UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q
                            PART I - FINANCIAL INFORMATION
                            ------------------------------

          Item 1.   FINANCIAL STATEMENTS


                            CUMBERLAND TECHNOLOGIES, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS


                                            December 31,     March 31,
                                                1996           1997
                                           -------------- --------------
                                                            (Unaudited)
           ASSETS                          
           ------
           Investments:                    
              Securities available-for-    
              sale at fair value:
                Fixed maturities . . . . . $    3,055,753 $   2,928,482 
                Equity securities  . . . .      1,020,016     1,012,950 
              Fixed maturity securities    
                held-to-maturity, at       
                amortized cost . . . . . .      1,664,264     1,239,551 
              Residential mortgage loan on 
                real estate, at unpaid     
                principal  . . . . . . . .         45,838        45,494 
              Short-term investments   . .        323,993       323,993 
                                             ---------------------------
                Total investments  . . . .      6,109,864     5,550,470 
                                           
              Cash and cash equivalents           669,076     1,188,577 
              Accrued investment income            89,652        75,647 
                                           
              Reinsurance recoverable  . .        987,953       929,429 
                                           
              Accounts receivable:         
                Trade  . . . . . . . . . .        906,530       809,115 
                Affiliate  . . . . . . . .         18,006       164,726 
              Deferred policy acquisition  
                costs  . . . . . . . . . .        635,189       742,195 
              Intangibles, net   . . . . .      1,956,724     1,885,555 
              Other assets   . . . . . . .        396,442       198,422 
                                            ----------------------------
                                           $   11,769,436 $  11,544,136 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS


                                            December 31,     March 31,
                                                1996           1997
                                           -------------- --------------
                                                            (Unaudited)
          LIABILITIES AND STOCKHOLDERS'    
          EQUITY
          -----------------------------
          Policy liabilities and accruals: 
             Loss and loss adjustments     
               expenses . . . . . . . . .  $    1,991,796 $   2,066,991 
             Unearned premiums  . . . . .       1,862,114     2,268,841 
          Ceded reinsurance payable . . .         165,504       155,311 
          Accounts payable and other       
             liabilities  . . . . . . . .         403,085        93,893 
          Long-term debt:                  
             Nonaffiliate   . . . . . . .       1,533,265     1,501,669 
                                            ----------------------------
               Total liabilities  . . . .       5,955,764     6,086,705 
          Stockholders' equity:                                         
             Preferred stock, $.001 par    
               value; 10,000,000 shares    
               authorized, no shares       
               issued . . . . . . . . . .               -             - 
             Common stock, $.001 par       
               value; 10,000,000           
               shares authorized,          
               5,763,070 shares issued at  
               December 31, 1996 and March 
               31, 1997, respectively . .           5,763         5,763 
             Capital in excess of par      
               value  . . . . . . . . . .       7,212,941     7,212,941 
             Net unrealized appreciation   
               of available-for-sale       
               securities . . . . . . . .          99,676        42,382 
             Accumulated deficit  . . . .      (1,263,937)   (1,553,437)
                                            ----------------------------
                                                6,054,443     5,707,649 
             Less treasury stock, at cost, 
               310,473 and 313,612 shares  
               at December 31, 1996 and    
               March 31, 1997,             
               respectively . . . . . . .        (240,771)     (250,218)
                                            ----------------------------
             Total stockholders' equity         5,813,672     5,457,431 
                                            ----------------------------
                                           $   11,769,436 $  11,544,136 
                                            ============================
              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                            Three Months Ended March 31,
                                           -----------------------------
                                                1996           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
                                           
          REVENUES:                        
             Reinsurance premiums assumed  $      838,556 $     182,010 
             Direct premiums earned:                       
               Affiliates . . . . . . . .               -             - 
               Nonaffiliates  . . . . . .         205,537       671,117 
             Less reinsurance ceded   . .         (79,626)      (74,131)
                                            ----------------------------
             Net premium income   . . . .         964,467       778,996 
             Net investment income  . . .          98,950        94,151 
             Net realized investment gains          9,761        45,483 
             Commission income  . . . . .         331,925       423,103 
             Other income   . . . . . . .         154,758       152,745 
                                            ----------------------------
                                                1,559,861     1,494,478 
          Benefits and expenses:           
             Benefits and claims  . . . .         330,922       292,280 
             Amortization of deferred      
               policy acquisition costs           448,835       448,157 
             Operating expenses   . . . .         778,496     1,013,737 
             Interest expense:             
               Affiliates                         120,947             - 
               Nonaffiliates  . . . . . .          30,710        29,804 
                                            ----------------------------
                                                1,709,910     1,783,978 
                                            ----------------------------
          Loss before income taxes  . . .        (150,049)     (289,500)
          Income taxes (benefit)  . . . .               -             - 
                                            ----------------------------
          Net loss  . . . . . . . . . . .  $     (150,049)$    (289,500)
                                            ============================
          Weighted average number of            3,824,494     4,131,225 
             shares   . . . . . . . . . .   ============================
          Net loss per share  . . . . . .  $         (.04)$        (.07)
                                            ============================
          
              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            Three Months Ended March 31,
                                           -----------------------------
                                                1996           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
          Operating activities:            
          --------------------             
          Net income loss . . . . . . . .  $     (150,049)$    (289,500)
          Adjustments to reconcile net                     
            loss to net cash used in
            operating activities:
             Amortization/accretion of     
               investment premiums and     
               discounts  . . . . . . . .          (3,565)         (837)
             Policy acquisition costs      
               amortized  . . . . . . . .        (448,835)     (448,157)
             Policy acquisition costs      
               deferred . . . . . . . . .         476,084       341,151 
             Depreciation and amortization         81,349        71,169 
             Net realized (gain) loss on   
               sales of investments . . .          (9,761)      (45,483)
             Accrued interest on term      
               notes, net . . . . . . . .          89,257        29,803 
             (Increase) decrease in:       
               Accrued investment income           (9,714)       14,005 
               Reinsurance recoverable  .         251,367        58,524 
               Trade receivables  . . . .        (143,171)       97,415 
               Other assets . . . . . . .         (33,708)      198,020 
             Increase (decrease) in:                                    
               Policy liabilities and      
                  accruals  . . . . . . .        (313,464)      481,923 
               Ceded reinsurance payable          103,382       (10,193)
               Accounts payable and other  
                  liabilities . . . . . .               -      (309,192)
                                            ----------------------------
          Total adjustments . . . . . . .          39,221       478,148 
                                            ----------------------------
          Net cash used in operating       
            activities  . . . . . . . . .        (110,828)      188,648 
          Investing activities:            
          --------------------
          Securities available-for-sale :                               
            Purchases - fixed maturities         (300,012)            - 
            Sales - fixed maturities  . .               -       125,000 
            Purchases - equities  . . . .        (541,234)     (940,931)
            Sales - equities  . . . . . .         289,643       964,882 

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (continued)

                                            Three Months Ended March 31,
                                           -----------------------------
                                                1996           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
          Securities held-to-maturity:     
            Purchases . . . . . . . . . .              -       (575,875)
            Maturities  . . . . . . . . .              -        975,344 
          Proceeds from sales and          
            maturities of investments . .          25,101             - 
          Net advances from KC  . . . . .            (111)     (146,720)
                                            ----------------------------
          Net cash (used in) provided by   
            investing activities  . . . .        (526,613)      401,700 
          Financing activities:            
          --------------------
          Purchases of treasury stock . .               -        (9,448)
          Payments on short-term           
            borrowings and long-term debt        (163,277)      (61,399)
                                            ----------------------------
          Net cash (used in) provided by   
           financing activities   . . . .        (163,277)      (70,847)
                                            ----------------------------
          Increase (decrease) in cash and  
           cash equivalents   . . . . . .        (800,718)      519,501 
          Cash and cash equivalents,       
           beginning of period  . . . . .       1,235,930       993,069 
                                            ----------------------------
          Cash and cash equivalents, end   
           of period  . . . . . . . . . .  $      435,212 $   1,512,570 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                    MARCH 31, 1997


          1.   Summary of Significant Accounting Policies
               ------------------------------------------

               Organization  - Cumberland Holdings, Inc. ("CHI"), a Florida
               corporation,  was  formed  on  November 18, 1991,  to  be  a
               holding  company and  a wholly-owned  subsidiary  of Kimmins
               Corp. ("KC"). Effective October  1, 1992, KC contributed all
               of  the outstanding common stock of two of its other wholly-
               owned  subsidiaries,  Cumberland Casualty  &  Surety Company
               ("CCS") and Surety Specialists, Inc. ("SSI") to CHI. KC then
               distributed to  its stockholders  CHI's common stock  on the
               basis  of one  share of  common stock  of CHI for  each five
               shares of KC  common stock  and Class B  common stock  owned
               (the  Distribution). Effective  January 30,  1997 Cumberland
               Holdings, Inc. changed its  name to Cumberland Technologies,
               Inc.  ("CTI").   CTI  conducts  its  business through  seven
               subsidiaries. CCS, a Florida corporation formed in May 1988,
               provides  reinsurance for specialty sureties and performance
               and  payment  bonds  for  contractors. The  surety  services
               provided include reinsurance and, to a lesser extent, direct
               surety. SSI, a Florida corporation formed in August 1988, is
               a  general lines  agency  which operates  as an  independent
               agent.  Surety  Group  (SG),  a  Georgia  corporation,   and
               Associates Acquisition Corp. d/b/a Surety Associates (SA), a
               South Carolina corporation,  purchased in February  and July
               1995, respectively, are general lines agencies which operate
               as independent agencies. Official  Notary Service of  Texas,
               Inc.  (ONS), a  Texas corporation  formed in  February 1994,
               provides  registration  and  sundry  services  to  notaries.
               Qualex   Consulting  Group,   Inc.   (Qualex),   a   Florida
               corporation  formed in  November  1994,  provides claim  and
               contracting  consulting   services.     Florida   Credit   &
               Collection Services, Inc.  a Florida  corporation formed  in
               December 1996 provides credit and collections services.  CTI
               and  its   subsidiaries  are  referred  to   herein  as  the
               "Company."

               Principles of  Consolidation  - The  consolidated  financial
               statements include the accounts  of CTI and its wholly-owned
               subsidiaries.  All  material  intercompany transactions  and
               balances have been eliminated in consolidation.

               Basis  of  Presentation   -  The  accompanying  consolidated
               financial statements  have been prepared  in accordance with
               generally accepted  accounting principles  which, as  to the
               subsidiary   insurance   company,   differ  from   statutory
               accounting  practices prescribed or  permitted by regulatory
               authorities. The significant accounting policies followed by
               CTI  and subsidiaries that  materially affect  the financial
               statements are summarized in this note.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                     (continued)


               Reclassifications -   Certain amounts in  the 1996 financial
               statements  have been  reclassified to  conform to  the 1997
               financial statement presentations.

          2.   Net Income Per Share
               --------------------

               Net  income per share for  the three months  ended March 31,
               1997 is  based  on the  weighted  average number  of  shares
               outstanding,  adjusted  for  the  dilutive  effect  of stock
               options, and is the same on both a primary and fully diluted
               basis.

          3.   Term Note Due Affiliate
               -----------------------

               In  1988, CCS issued a  surplus debenture to  KC in exchange
               for $3,000,000 which bears interest at 10 percent per annum.
               Interest and  principal payments  are due quarterly  only if
               and when CCS's surplus, as defined below, exceeds $4,000,000
               and  are limited  to  an amount  equal  to one-half  of  the
               statutory  net  income  before  dividends  and  federal  and
               foreign  income taxes of CCS during that year.  In 1992, the
               debenture  due to KC  from CCS was  assigned to CTI.   As of
               December 31,  1996, no amounts could  be paid by  CCS to CTI
               under the terms of the debenture.  (See Note 10).

               In addition, in 1992, CTI entered into a term note agreement
               with  KC  for  the  outstanding  amount  of  the  debenture,
               including  interest arrearage ($4,291,049)  at September 30,
               1992 as part  of the  distribution. The term  note was  pari
               passi  with the other debts  of CCS, bearing  interest at 10
               percent  of the unpaid principal and interest and was due on
               October 1,  2002. Interest and principal  were due quarterly
               with  minimum payments  equal  to one  half of  net earnings
               before interest and federal income taxes.  Effective October
               1, 1996, the term note was converted to equity at  a rate of
               $3.00 per share.

               The term note  was subordinate  in right of  payment to  all
               policyholders of CCS. Surplus funds are defined as funds CCS
               has remaining after deduction of capital, insurance reserves
               and all  other  liabilities, in  accordance with  accounting
               practices prescribed  or permitted by the  Florida Insurance
               Department. 

               Effective October  1, 1996,  CTI issued 1,723,290  shares at
               the fair value  of $3.00 per  share of  its common stock  to
               Kimmins Corp. (f/k/a  Kimmins Environmental Service,  Corp.)
               in exchange for surrender of the Company's term note payable
               in the amount of $5,169,870.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                     (continued)


          4.   Notes Payable to Nonaffiliates
               ------------------------------

               In  connection  with  the acquisition  of  certain  agencies
               during 1995 (see Note 9), the Company entered into two notes
               payable with the agencies' previous  owners. One note is due
               March 1, 2002 and bears  interest at 8% through February 28,
               2001 and 10% thereafter.  Principal payments of $150,000 are
               due  annually  beginning March 1,  2000.  The  other is  due
               June 30, 2010  and bears  interest at  8% through March  31,
               1999 and  9% thereafter.  Principal payments of  $40,000 are
               due  annually  for three  years  beginning January 5,  1996.
               Principal  and interest  payments at 9%  of $11,104  are due
               monthly beginning April 1, 1997.

          5.   Intangibles
               -----------

               Intangible   assets  are  stated  at  cost  and  principally
               represent    purchased    customer   accounts,    noncompete
               agreements, purchased contract agreements, and the excess of
               costs  over  the  fair  value  of  identifiable  net  assets
               acquired (goodwill). Purchased customer accounts, noncompete
               agreements,  and  purchased  contract  agreements  are being
               amortized  on   a  straight-line  basis  over   the  related
               estimated lives and contract periods, which range from  3 to
               15  years.  The  excess of  costs  over  the  fair value  of
               identifiable  net assets  acquired is  being amortized  on a
               straight-line  basis  over   15  years.  Purchased  customer
               accounts  are  records  and  files  obtained  from  acquired
               businesses  that contain  information on  insurance policies
               and the  related insured parties that is essential to policy
               renewals.

               The carrying  value of goodwill and  other intangible assets
               will be reviewed  if circumstances suggest that they  may be
               impaired.   If  this  review indicates  that the  intangible
               assets will not  be recoverable, as determined  based on the
               undiscounted  cash flows  of  the entity  acquired over  the
               remaining  amortization period, the Company's carrying value
               of the goodwill will  be reduced by the estimated  shortfall
               of cash flows.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                     (continued)


          6.   Loss and Loss Adjustment Expenses
               ---------------------------------

               The liability  for unpaid claims including  incurred but not
               reported losses is based  on the estimated ultimate cost  of
               settling the  claim (including the effects  of inflation and
               other societal  and economic factors), using past experience
               adjusted for current trends and any other factors that would
               modify past  experience. These estimates are  subject to the
               effects of  trends in loss severity  and frequency. Although
               considerable  variability  is  inherent in  such  estimates,
               management  believes that  the  reserves for  loss and  loss
               adjustment   expenses  are   adequate.  The   estimates  are
               continually reviewed and adjusted as necessary as experience
               develops or new information becomes known.  Such adjustments
               are  included in  current  operations. A  liability for  all
               costs  expected  to  be  incurred  in  connection  with  the
               settlement of  unpaid claims  (claim adjustment  expense) is
               accrued  when the  related  liability for  unpaid claims  is
               accrued. Claim adjustment  expenses include costs associated
               directly with  specific  claims paid  or in  the process  of
               settlement,  such  as  legal  and  adjusters'   fees.  Claim
               adjustment expenses also include  other costs that cannot be
               associated with  specific claims  but are related  to claims
               paid or in the process of settlement, such as internal costs
               of the claims function.

               The Company does  not discount its  reserves for losses  and
               loss  adjustment  expenses.  The  Company  writes  primarily
               surety contracts which are of short duration.

               The  Company   does  not   consider  investment   income  in
               determining  if  a  premium  deficiency  relating  to  short
               duration contracts exists.

          7.   Unearned Premiums
               -----------------

               Unearned premiums are calculated  using the monthly pro rata
               basis.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                     (continued)


          8.   Reinsurance
               -----------

               The Company  assumes and cedes reinsurance  and participates
               in  various  pools.  The accompanying  financial  statements
               reflect  premiums,  benefits  and  settlement  expenses, and
               deferred policy acquisition costs, net of reinsurance ceded.
               Amounts  recoverable  from  reinsurers  are  estimated in  a
               manner consistent  with the future policy  benefit and claim
               liability associated with the reinsured policies.

               Accounts recoverable  from reinsurers  are  presented as  an
               asset in the accompanying consolidated financial statements.

          9.   Acquisitions
               ------------

               Effective   February 28,   1995,   the    Company   acquired
               substantially  all  of the  assets  of The  Surety  Group, a
               Georgia insurance agency specializing in the sales of surety
               bond policies.  The purchase price of  $850,000 is comprised
               of $325,000 paid  at closing, the  assumption of $25,000  of
               capital lease obligations and a $500,000 note payable to the
               seller. The  purchase agreement provides  that the  purchase
               price  may  be  reduced, but  not  increased,  based on  the
               agency's  operating  results  during the  three-year  period
               ending February 28, 1998.

               Effective  July 1,  1995, the  Company acquired  all of  the
               assets  of   Surety  Associates,  Inc.,  a   South  Carolina
               insurance agency  specializing in  the sales of  surety bond
               and  certain  types  of   property  and  casualty  insurance
               policies. The  purchase price of $1,330,241  is comprised of
               $180,241 paid at closing,  and a $1,150,000 note  payable to
               the seller.

               Both acquisitions have been accounted for using the purchase
               method. The  results of operations of  the acquired entities
               have   been  included   in  the   accompanying  consolidated
               statements  of  operations since  their  respective purchase
               date.

               The effects of the  acquired assets have been  excluded from
               the accompanying consolidated statements of cash flows.

          10.  Subsequent Event
               ----------------

               On  April 1,  1997, CTI forgave  $375,000 of  its $3,000,000
               surplus  debenture  due  to CCS.    As  a  result, CCS  will
               increase paid in capital by $375,000.<PAGE>





          Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       ---------------------------------------
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                    ---------------------------------------------

                           LIQUIDITY AND CAPITAL RESOURCES
                           -------------------------------
           
               The capacity of a surety company to underwrite insurance and
          reinsurance  is  based  on   maintaining  liquidity  and  capital
          resources sufficient  to pay claims  and expenses as  they become
          due. Based  on standards established by  the National Association
          of Insurance Commissioners (NAIC)  and promulgated by the Florida
          Department  of  Insurance,  the  Company is  permitted  to  write
          premiums  up  to an  amount equal  to  three times  its statutory
          surplus,   or  approximately   $15,000,000  at   March 31,  1997,
          respectively.  Therefore, based  upon  statutory guidelines,  the
          Company  could   increase   earned  premiums   by   approximately
          $11,000,000 in 1997 in addition to the amount earned in 1996. The
          primary sources  of liquidity for the Company are funds generated
          from surety premiums, investment  income, and proceeds from sales
          and   maturities  of   portfolio   investments.   The   principal
          expenditures are payment of  losses and loss adjustment expenses,
          insurance operating expenses, and commissions.

               At March 31, 1997, the Company's $11,544,136 of total assets
          calculated based on generally accepted accounting principles were
          distributed  primarily  as  follows:   59  percent  in  cash  and
          investments (including accrued investment  income), 16 percent in
          receivables  and   reinsurance   recoverables,  23   percent   in
          intangibles and  deferred policy acquisition costs  and 2 percent
          in other assets.

               The  Company  maintains  a  liquid  operating  position  and
          follows  investment guidelines  that are  intended to  provide an
          acceptable  return  on  investment  while  maintaining sufficient
          liquidity to meet its obligations.

               Net  cash used  in operating  activities was  $(110,828) and
          $188,648  for  the three  months ended  March 31, 1996  and 1997,
          respectively.   In 1996 the cash used in operating activities was
          primarily attributable  to  payments of  claims and  reinsurance,
          which offset in part  by a decrease in accounts receivable.   Net
          cash  provided in operating activities during 1997 is a result of
          an increase in policy liability accruals.

               Net  cash (used  in)  provided by  investing activities  was
          $(526,613)  and $401,700  for the  three months  ended March  31,
          1996, and  1997, respectively.   Investing activities  consist of
          purchases and sales of investments.

               KC  and  Cumberland  entered  into  a  term  note  agreement
          evidencing  the balance of the surplus debenture which was due KC
          from CCS. The surplus debenture, as well as all accrued interest,
          has been assigned to Cumberland.<PAGE>





          Item 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                        --------------------------------------
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                    ---------------------------------------------

                                RESULTS OF OPERATIONS
                                ---------------------

               COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 AND 1996
               --------------------------------------------------------

               During the  three months ended  March 31, 1997,  net premium
          income totaled  $778,996 representing  a decrease  of 19  percent
          from that of the same period in 1996 ($964,467).  The decrease is
          due  to  the  discontinuation  of   the  Pooling  Agreements  and
          implementing marketing  of direct  premiums.   During  the  first
          three months of 1997 as compared to  the same period during 1996,
          assumed premiums  decreased  $656,500 (78%)  and direct  premiums
          increased $465,600 (227%).
               Net  investment income  for  the first  quarter  of 1997  as
          compared  to the same  period during 1996  reflect no significant
          changes.  Net realized gains during 1997 were $35,700 higher than
          realized  gains for the same  period of 1996.   Commission income
          increased by $91,200  or 27.5% during  the first three months  of
          1997 when compared to 1996.

               During the  three  months ended  March  31, 1996  and  1997,
          benefits and claims expenses remained consistent at  $330,922 and
          $292,280, respectively.

               During  the  three   months  ended  March   31,  1997,   the
          amortization  of  deferred   policy  acquisition  costs  remained
          consistent when compared to the same period during 1996.

               Operating expenses increased during  the three months  ended
          March 31,  1997 by  $235,240 when  compared to  the three  months
          ended March 31,  1996.   The increase is  attributed to  expenses
          associated with the  Company's marketing  strategy and effort  to
          enter into the direct  premium market of the surety business.  As
          a result, payroll increased  by approximately $185,000, travel by
          $26,000 and general  office expenses by $24,000.   Direct written
          premiums are $1,252,585 and $236,577 for March 31, 1997 and 1996,
          respectively.

               Net  interest expense decreased by $121,000 in 1997 and is a
          direct result of  the conversion of  the affiliated term note  to
          equity on October 1, 1996.<PAGE>





                             PART II - OTHER INFORMATION
                             ---------------------------
                                           

          Item 1.   Legal proceedings

                    None
          Item 2.   Changed in securities

                    None

          Item 3.   Defaults upon senior securities

                    None

          Item 4.   Submission of matters to a vote of security holders

                    None

          Item 5.   Other information

                    None

          Item 6.   Exhibits and reports on Form 8-K

                    (a)   None

                          Exhibit 27 - Financial Data Schedule
                          (for SEC use only)

                    (b)   No  reports on  Form  8-K were  filed during  the
                          quarter for which this report is filed.<PAGE>





                                      SIGNATURES


                Pursuant  to the  requirements  of the  Securities Exchange
          Act of 1934, the Company has duly caused this report to be signed
          on its behalf by the undersigned thereunto duly authorized.


                                           CUMBERLAND TECHNOLOGIES, INC.


           Date: May 20, 1997              By:    /s/Joseph M. Williams
                                           ------------------------------
                                           Joseph M. Williams
                                           President and
                                           Chief Executive Officer
                                           (Principle Executive Officer)

           Date: May 20, 1997              By:    /s/Carol S. Black
                                           ------------------------------
                                           Carol S. Black
                                           Secretary and
                                           Chief Financial Officer
                                           (Principle Accounting and
                                              Financial Officer)<PAGE>