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 June 30, 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<PAGE>





          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 June 30, 1997 was 5,763,070 shares.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                                      FORM 10-Q

                                        INDEX

                                                                       PAGE
                                                                       ----

          PART I    FINANCIAL INFORMATION

                    Item 1.   Condensed consolidated balance sheets
                                 at December 31, 1996
                                 and June 30, 1997  . . . . . . . . . . 1-2

                              Condensed consolidated statements of
                                 operations for the six months ended
                                 June 30, 1996 and June 30, 1997. . . . . 3

                              Condensed consolidated statements
                                 of operations for the three months
                                 ended June 30, 1996 and June 30, 1997. . 4

                              Condensed consolidated statements of cash
                                 flows for the six months ended
                                 June 30, 1996 and 1997 . . . . . . . . . 5

                              Notes to condensed consolidated
                                 financial statements . . . . . . . . . 6-9

                    Item 2.   Management's Discussion and Analysis 
                              of financial condition and
                              results of operations . . . . . . . . . 10-12


          PART II   OTHER INFORMATION

                    Item 1.      Legal proceedings  . . . . . . . . . .  13

                    Item 2.      Changes in securities  . . . . . . . .  13

                    Item 3.      Defaults upon senior securities  . . .  13

                    Item 4.      Submission of matters to a vote
                                   of security holders  . . . . . . . .  13

                    Item 5.      Other information  . . . . . . . . . .  13

                    Item 6.      Exhibits and Reports of Form 8-K . . .  13

                                 Signatures . . . . . . . . . . . . . .  14<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,     June 30,
                                                1996           1997
                                           -------------- --------------
                                                            (Unaudited)
           ASSETS                          
           ------
           Investments:                    
              Securities available-for-    
              sale at fair value:
                Fixed maturities . . . . . $    3,055,753 $   3,177,579 
                Equity securities  . . . .      1,020,016     1,204,250 
              Fixed maturity securities    
                held-to-maturity, at       
                amortized cost . . . . . .      1,664,264     1,248,493 
              Residential mortgage loan on 
                real estate, at unpaid     
                principal  . . . . . . . .         45,838        45,374 
              Short-term investments   . .        323,993       323,993 
                                            ----------------------------
                Total investments  . . . .      6,109,864     5,999,689 
                                           
              Cash and cash equivalents           669,076       790,653 
              Accrued investment income            89,652        77,746 
                                           
              Reinsurance recoverable  . .        987,953     1,033,257 
                                           
              Accounts receivable:         
                Trade  . . . . . . . . . .        906,530     1,275,765 
                Affiliate  . . . . . . . .         18,006       811,859 
              Deferred policy acquisition  
                costs  . . . . . . . . . .        635,189       967,549 
              Intangibles, net   . . . . .      1,956,724     1,818,242 
              Other assets   . . . . . . .        396,442       202,764 
                                            ----------------------------
                                           $   11,769,436 $  12,977,524 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS


                                            December 31,     June 30,
                                                1996           1997
                                           -------------- --------------
                                                            (Unaudited)
          LIABILITIES AND STOCKHOLDERS'    
          EQUITY
          -----------------------------
          Policy liabilities and accruals: 
             Loss and loss adjustments     
               expenses . . . . . . . . .  $    1,991,796 $   2,183,128 
             Unearned premiums  . . . . .       1,862,114     2,962,694 
          Ceded reinsurance payable . . .         165,504             - 
          Accounts payable and other       
             liabilities  . . . . . . . .         403,085       871,970 
          Long-term debt:                  
             Nonaffiliate   . . . . . . .       1,533,265     1,478,965 
                                            ----------------------------
               Total liabilities  . . . .       5,955,764     7,496,757 
          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 June 30, 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        96,633 
             Accumulated deficit  . . . .      (1,263,937)   (1,584,352)
                                            ----------------------------
                                                6,054,443     5,730,985 
             Less treasury stock, at cost, 
               310,473 and 313,612 shares  
               at December 31, 1996 and    
               June 30, 1997, respectively       (240,771)     (250,218)
                                            ----------------------------
             Total stockholders' equity         5,813,672     5,480,767 
                                            ----------------------------
                                           $   11,769,436 $  12,977,524 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                             Six Months Ended June 30,
                                           -----------------------------
                                                1996           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
                                           
          REVENUES:                        
          --------
             Reinsurance premiums assumed  $    1,664,181 $     190,569 
             Direct premiums earned:                       
               Affiliates . . . . . . . .               -             - 
               Nonaffiliates  . . . . . .         436,630     1,553,645 
             Less reinsurance ceded   . .        (154,885)     (217,604)
                                            ----------------------------
             Net premium income   . . . .       1,945,926     1,526,610 
             Net investment income  . . .         185,311       197,864 
             Net realized investment gains         51,429        79,477 
             Commission income  . . . . .         706,739       912,388 
             Other income   . . . . . . .         319,393       322,062 
                                            -------------- -------------
                                                3,208,798     3,038,401 
          Benefits and expenses:           
             Benefits and claims  . . . .         753,923       420,059 
             Amortization of deferred      
               policy acquisition costs           878,660       885,415 
             Operating expenses   . . . .       1,551,213     1,991,431 
             Interest expense:             
               Affiliates . . . . . . . .         244,944             - 
               Nonaffiliates  . . . . . .          60,094        61,911 
                                            ----------------------------
                                                3,488,834     3,358,816 
                                            ----------------------------
          Loss before income taxes  . . .        (280,036)     (320,415)
          Income taxes (benefit)  . . . .               -             - 
          Net loss  . . . . . . . . . . .  $     (280,036)$    (320,415)
          Weighted average number of       
             shares   . . . . . . . . . .       3,796,375     4,131,225 
                                            ----------------------------
          Net loss per share  . . . . . .  $         (.07)$        (.08)
                                            ============================


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                            Three Months Ended June 30,
                                           ----------------------------- 
                                                1996           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
                                           
          REVENUES:                        
          --------
             Reinsurance premiums assumed  $      825,625 $       8,559 
             Direct premiums earned:                                    
               Affiliates . . . . . . . .              -                 - 
               Nonaffiliates  . . . . . .         231,093       882,528 
             Less reinsurance ceded   . .         (75,259)     (143,473)
                                            ----------------------------
             Net premium income   . . . .         981,459       747,614 
             Net investment income  . . .          86,361       103,713 
             Net realized investment gains         41,668        33,994 
             Commission income  . . . . .         374,814       489,285 
             Other income   . . . . . . .         164,635       169,317 
                                            ----------------------------
                                                1,648,937     1,543,923 
          Benefits and expenses:           
             Benefits and claims  . . . .         423,001       127,779 
             Amortization of deferred      
               policy acquisition costs           429,825       437,258 
             Operating expenses   . . . .         772,717       977,694 
             Interest expense:             
               Affiliates . . . . . . . .         123,997             - 
               Nonaffiliates  . . . . . .          29,384        32,107 
                                            ----------------------------
                                                1,778,924     1,574,838 
                                            ----------------------------
          Loss before income taxes  . . .        (129,987)      (30,915)
          Income taxes (benefit)  . . . .               -             - 
          Net Loss  . . . . . . . . . . .  $     (129,987)$     (30,915)
                                            ============================
          Weighted average number of       
             shares   . . . . . . . . . .       3,796,375     4,131,225 
                                            ============================
          Net loss per share  . . . . . .  $         (.03)$        (.01)
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                             Six Months Ended June 30,
                                           -----------------------------
                                                1996           1997
                                           -------------- -------------- 
                                             (Unaudited)    (Unaudited)
          Operating activities:            
          --------------------             
          Net income loss . . . . . . . .  $     (280,036)$    (320,415)
          Adjustments to reconcile net                     
           loss to net cash used in
           operating activities:
             Amortization/accretion of     
               investment premiums and     
               discounts  . . . . . . . .          (5,882)       (1,641)
             Policy acquisition costs      
               amortized  . . . . . . . .        (878,660)     (885,415)
             Policy acquisition costs      
               deferred . . . . . . . . .         861,655       553,055 
             Depreciation and amortization        188,962       138,483 
             Net realized (gain) loss on   
               sales of investments . . .         (51,429)      (79,477)
             Accrued interest on term      
               notes, net . . . . . . . .         260,438        61,911 
             (Increase) decrease in:       
               Accrued investment income           (7,376)       11,906 
               Reinsurance recoverable  .         348,378      (210,808)
               Trade receivables  . . . .        (449,850)     (905,233)
               Other assets . . . . . . .         (76,700)      193,678 
             Increase (decrease) in:                                    
               Policy liabilities and      
                  accruals  . . . . . . .        (388,858)    1,291,912 
               Ceded reinsurance payable                -             - 
               Accounts payable and other  
                  liabilities . . . . . .         260,425       468,884 
                                            ----------------------------
          Total adjustments . . . . . . .          61,103       637,255 
                                            ----------------------------
          Net cash used in operating       
             activities   . . . . . . . .        (218,933)      316,840 
          Investing activities:            
          Securities available-for-sale :                               
             Purchases - fixed maturities        (300,012)     (736,063)
             Sales - fixed maturities   .         495,000       599,039 
             Purchases - equities   . . .      (1,673,111)   (2,057,018)
             Sales - equities   . . . . .         987,811     1,956,312 


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (continued)

                                             Six Months Ended June 30,
                                           -----------------------------
                                                1996           1997
                                           -------------- -------------- 
                                             (Unaudited)    (Unaudited)
          Securities held-to-maturity:     
             Purchases  . . . . . . . . .        (680,116)     (299,483)
             Maturities . . . . . . . . .         310,000       725,000 
          Proceeds from purchases and      
             maturities of other           
             investments  . . . . . . . .         (14,742)          464 
          Net advances from KC  . . . . .               -      (257,855)
                                            ----------------------------
          Net cash (used in) provided by   
             investing activities . . . .        (875,170)      (69,604)
          Financing activities:            
          Purchases of treasury stock . .         (68,593)       (9,448)
          Payments on short-term           
             borrowings and long-term      
             debt . . . . . . . . . . . .         (54,302)     (116,211)
          Net proceeds from short-term     
             borrowings . . . . . . . . .         457,194             - 
                                            ----------------------------
          Net cash (used in) provided by   
           financing activities   . . . .         334,299      (125,659)
                                            ----------------------------
          Increase (decrease) in cash and  
           cash equivalents   . . . . . .        (759,804)      121,577 
          Cash and cash equivalents,       
           beginning of period  . . . . .       1,235,930       993,069 
                                            ----------------------------
          Cash and cash equivalents, end   $      476,126 $   1,114,646 
           of period  . . . . . . . . . .   ============================


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.


          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                    JUNE 30, 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  direct surety  and  to  a lesser  extent,
               reinsurance.  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.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

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

          1.   Summary of Significant Accounting Policies (continued)
               ------------------------------------------------------

               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.

               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 and six months ended June
               30, 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.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

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

          3.   Term Note Due Affiliate (continued)
               -----------------------------------

               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.

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

          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 June 30, 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.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

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

          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.<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  June   30,  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 June 30,  1997, the Company s $12,977,524 of total assets
          calculated based on generally accepted accounting principles were
          distributed  primarily  as  follows:   53  percent  in  cash  and
          investments (including accrued investment income), 24  percent in
          receivables   and  reinsurance   recoverables,   21  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  $(218,933) and
          $316,840  for  the  six  months ended  June 30,  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 which is  offset by an
          increase in reinsurance, trade receivables and policy acquisition
          costs.

               Net  cash (used  in)  provided by  investing activities  was
          $(875,170)  and $(69,604) for the six months ended June 30, 1996,
          and  1997,   respectively.    Investing  activities   consist  of
          purchases and sales of investments.<PAGE>





                       MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       ---------------------------------------
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                    ---------------------------------------------
                           LIQUIDITY AND CAPITAL RESOURCES
                           -------------------------------
                                     (Continued)

               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 SIX MONTHS ENDED JUNE 30, 1997 AND 1996


               During  the six  months  ended June  30,  1997, net  premium
          income  totaled $1,526,610 representing a  decrease of 22 percent
          from that of  the same period in 1996 ($1,945,926).  The decrease
          is  due to  the  discontinuation of  the  Pooling Agreements  and
          implementing marketing of direct premiums.  During the  first six
          months  of  1997 as  compared  to  the same  period  during 1996,
          assumed premiums decreased $1,482,171  (89%) and direct  premiums
          increased $1,117,015 (256%).
               Net investment  income for  the second  quarter  of 1997  as
          compared to  the same period  during 1996 reflect  no significant
          changes.  Net realized gains during 1997 were $28,045 higher than
          realized gains for the same period of 1996.  Commission and other
          income increased by $208,318  or 20% during the first  six months
          of 1997 when compared to 1996.

               During the six months ended June 30, 1997 and 1996, benefits
          and claims expenses decreased $333,864 or 44.3%.  The decrease is
          attributed to  the discontinuation of  the pooling agreements  in
          1997.   Benefits  and  claims represented  in prior  periods were
          calculated at 40% of the pooling agreement premiums.

               During the six months ended June 30, 1997,  the amortization
          of deferred  policy  acquisition costs  remained consistent  when
          compared to the same period during 1996.

               Operating  expenses increased  during the  six months  ended
          June 30, 1997  by $440,218 when compared to the  six months ended
          June 30, 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 $317,400,  travel by  $37,800
          and general office expenses by  $69,300.  Direct written premiums
          are  $2,829,346   and  $566,872  for  June  30,  1997  and  1996,
          respectively.

               Net  interest expense decreased by $243,127 in 1997 and is a
          result of conversion  of the  affiliated term note  to equity  on
          October 1, 1996.<PAGE>





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

               COMPARISON OF THREE MONTHS ENDED JUNE 30, 1997 AND 1996

          During the three months  ended June 30, 1997, net  premium income
          totaled $747,614 representing  a decrease of 24 percent from that
          of the  same  period in  1996 ($981,459).   The  decrease is  due
          primarily  to  the decrease  in  the amount  of  premiums assumed
          through the pooling agreements  of approximately $817,066 and  is
          offset by an increase of $651,435 in direct premiums earned.

               During the three  months ended June 30, 1997, net investment
          income  of $137,707 increased by  7.5% percent from  that in 1996
          ($128,029).

               During the three months ended June 30, 1997, other income of
          $658,602  increased by 22 percent  from $539,449 in  1996, and is
          attributed  to commission  income earned from  increased business
          written by the agencies purchased during 1995.

               During the three  months ended June  30, 1997, benefits  and
          claims expenses decreased to $127,779 from $423,001 from that  of
          the  same period  in 1996.   The decrease  is due  primarily to a
          decrease  in benefits  and  claims associated  with the  reinsure
          pooling agreements.

               During   the  three   months  ended   June  30,   1997,  the
          amortization  of  deferred  policy   acquisition  costs  remained
          consistent when compared to the same period during 1996.

               During  the  three months  ended  June  30, 1997,  operating
          expenses  increased $204,977  when compared  to the  three months
          ended June 30,  1996.   The increase is  attributed to  operating
          expenses associated with  the direct marketing operations  of the
          insurance company.

               Net interest  expense decreased by $121,274 when compared to
          the  same  period during  1996  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: August 14, 1997           By:    /s/Joseph M. Williams
                                           ------------------------------
                                           Joseph M. Williams
                                           President and
                                           Chief Executive Officer
                                           (Principle Executive Officer)
           Date: August 14, 1997           By:    /s/Carol S. Black
                                           ------------------------------
                                           Carol S. Black
                                           Secretary and
                                           Chief Financial Officer
                                           (Principle Accounting and 
                                              Financial Officer)<PAGE>