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, 1998.

                                          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   Identification
          No.)
               of incorporation)

          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<PAGE>





                     Proceedings During the Preceding Five Years<PAGE>





          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   [  ]

                         Applicable Only to Corporate Issuers

          The  number of shares of the Registrant's common stock, $.001 par
          value, outstanding as of June 30, 1998 was 5,449,458 shares.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                                      FORM 10-Q

                                        INDEX

                                                                       PAGE
                                                                       ----

          PART I    FINANCIAL INFORMATION

                    Item 1.   Condensed consolidated balance sheets
                                 at June 30, 1998
                                 and December 31, 1997  . . . . . . . . 1-2

                              Condensed consolidated statements
                                 of operations for the six months ended
                                 June 30, 1998 and June 30, 1997. . . . . 3

                              Condensed consolidated statements
                                 of operations for the three months ended
                                 June 30, 1998 and June 30, 1997. . . . . 4

                              Condensed consolidated statements of
                                 cash flows for the six months ended
                                 June 30, 1998 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


                                              June 30,     December 31,
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)
           ASSETS                          
           ------
           Investments:                    
              Securities available-for-    
                sale at fair value:
                Fixed maturities . . . . . $    2,525,200 $   3,590,458 
                Equity securities  . . . .      1,356,475     1,526,783 
              Fixed maturity securities    
                held-to-maturity, at       
                amortized cost . . . . . .        859,599       982,528 
              Residential mortgage loan on 
                real estate, at            
                unpaid principal . . . . .         44,966        45,314 
                                                  423,993       323,993 
           Short-term investments  . . . .  ----------------------------
                Total investments  . . . .      5,210,233     6,469,076 
                                           
           Cash and cash equivalents . . .      2,284,720     1,803,530 
           Accrued investment income . . .         53,595        82,821 
                                           
           Reinsurance recoverable . . . .      1,694,432     2,016,756 
                                           
           Accounts receivable:            
              Trade less allowances for    
                doubtful accounts of       
                $113,120 at June 30, 1998  
                and December 31, 1997  . .      1,919,300     1,307,216 
              Affiliate  . . . . . . . . .        836,653       903,181 
           Deferred policy acquisition     
              costs  . . . . . . . . . . .      1,165,367       812,745 
           Intangibles, net  . . . . . . .      1,554,134     1,680,633 
           Other assets  . . . . . . . . .        228,770       245,425 
                                            ----------------------------
                                           $   14,947,204 $  15,321,383 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS


                                               June 30     December 31,
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)
          LIABILITIES AND STOCKHOLDERS'    
             EQUITY
          --------------------------------
          Policy liabilities and accruals: 
             Loss and loss adjustments     
               expenses . . . . . . . . .  $    2,502,383 $   2,550,300 
             Unearned premiums  . . . . .       3,524,717     2,629,282 
          Ceded reinsurance payable . . .         627,349     2,459,173 
          Accounts payable and other              434,316       254,839 
             liabilities  . . . . . . . .  
          Long-term debt  . . . . . . . .       1,353,564     1,418,520 
                                            ----------------------------
               Total liabilities  . . . .       8,442,329     9,312,114 
          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  
               June 30, 1998 and December  
               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 . . . . . . . .         (16,954)      134,201 
             Accumulated deficit  . . . .        (446,657)   (1,093,418)
                                            ----------------------------
                                                6,755,093     6,259,487 
             Less treasury stock, at cost, 
               313,612 shares at June 30,  
               1998 and December 31, 1997        (250,218)     (250,218)
                                            ----------------------------
             Total stockholders' equity         6,504,875     6,009,269 
                                            ----------------------------
                                           $   14,947,204 $  15,321,383 
                                            ============================


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                             Six Months Ended June 30,
                                           -----------------------------
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
                                           
          REVENUES:                        
                                           
             Direct premiums earned   . .       3,922,511     1,553,645 
             Reinsurance premiums assumed         488,968       190,569 
             Less reinsurance ceded   . .        (838,559)     (217,604)
                                            ----------------------------
             Net premium income   . . . .       3,572,920     1,526,610 
                                           
             Net investment income  . . .         213,144       197,864 
             Net realized investment gains        170,318        79,477 
             Other income:                 
               Affiliates . . . . . . . .         126,862       244,605 
               Nonaffiliates  . . . . . .         428,048       322,062 
                                            ----------------------------
                                                4,511,292     2,370,618 
          Benefits and expenses:           
             Losses and loss adjustment    
               expenses . . . . . . . . .         880,956       420,059 
             Amortization of deferred      
               policy acquisition costs .         757,907       217,632 
             Operating expenses   . . . .       2,166,046     1,991,431 
             Interest expense   . . . . .          59,622        61,911 
                                            ----------------------------
                                                3,864,531     2,691,033 
                                            ----------------------------
          Income (loss) before income      
             taxes  . . . . . . . . . . .         646,761      (320,415)
          Income taxes (benefit)  . . . .               -             - 
                                            ----------------------------
          Net income (loss) . . . . . . .  $      646,761 $    (320,415)
                                            ============================
          Weighted average number of       
             shares   . . . . . . . . . .       5,449,458     4,131,225 
                                            ============================
          Net income (loss) per share . .  $          .12 $        (.08)
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                            Three Months Ended June 30,
                                           -----------------------------
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
                                           
          REVENUES:                        
                                           
             Direct premiums earned   . .       2,119,901       882,528 
             Reinsurance premiums assumed         105,578         8,559 
             Less reinsurance ceded   . .        (391,017)     (143,473)
                                            ----------------------------
             Net premium income   . . . .       1,834,462       747,614 
                                           
             Net investment income  . . .         115,151       103,713 
             Net realized investment gains        104,141        33,994 
             Other income:                 
               Affiliates . . . . . . . .          75,482       140,544 
               Nonaffiliates  . . . . . .         254,554       169,317 
                                            ----------------------------
                                                2,383,790     1,195,182 
          Benefits and expenses:           
             Losses and loss adjustment    
               expenses . . . . . . . . .         528,536       127,779 
             Amortization of deferred      
               policy acquisition costs           392,447        88,517 
             Operating expenses   . . . .       1,106,824       977,694 
             Interest expense   . . . . .          29,715        32,107 
                                            ----------------------------
                                                2,057,522     1,226,097 
                                            ----------------------------
          Income (loss) before income      
             taxes  . . . . . . . . . . .         326,268       (30,915)
          Income taxes (benefit)  . . . .               -             - 
                                            ----------------------------
          Net income (loss) . . . . . . .  $      326,368 $     (30,915)
                                            ============================
          Weighted average number of       
             shares   . . . . . . . . . .       5,449,458     4,131,225 
                                            ============================
          Net income (loss) per share . .  $          .06 $        (.01)
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                             Six Months Ended June 30,
                                           -----------------------------
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
          Operating activities:            
          Net income (loss) . . . . . . .  $      646,761 $    (320,415)
          Adjustments to reconcile net     
             income (loss) to net cash
             (used in) provided by
             operating activities:
              Amortization/accretion of    
                investment premiums and    
                discounts . . . . . . . .            (289)       (1,641)
              Policy acquisition costs     
                amortized . . . . . . . .        (757,907)     (885,415)
              Policy acquisition costs     
                deferred  . . . . . . . .         352,622       553,055 
              Depreciation and             
                amortization  . . . . . .         126,499       138,483 
              Net realized (gain) on sales 
                of investments  . . . . .        (170,318)      (79,477)
              Accrued interest on term     
                notes, net  . . . . . . .          59,622        61,911 
              (Increase) decrease in:      
                Accrued investment income          29,226        11,906 
                Reinsurance recoverable           322,324      (210,808)
                Trade receivables   . . .        (612,084)     (905,233)
                Other assets  . . . . . .          16,655       193,678 
              Increase (decrease) in:      
                Policy liabilities and     
                    accruals  . . . . . .         900,181     1,291,912 
                Ceded reinsurance payable      (1,831,824)            - 
                Accounts payable and other 
                  liabilities . . . . . .         179,476       468,884 
                                            ----------------------------
          Net cash (used in) provided by   
              operating activities  . . .        (739,056)      316,840 


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                             Six Months Ended June 30,
                                           -----------------------------
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
          Investing activities:            
          Securities available-for-sale :  
             Purchases - fixed maturities        (842,319)     (736,063)
             Sales - fixed maturities   .       1,787,151       599,039 
             Purchases - equities   . . .      (1,846,235)   (2,057,018)
             Sales - equities   . . . . .       2,152,210     1,956,312 
          Securities held-to-maturity:     
           Purchases  . . . . . . . . . .                      (299,483)
           Maturities   . . . . . . . . .         127,140       725,000 
           Purchase - short-term           
             investment   . . . . . . . .        (100,000)            - 
          Proceeds from sales and          
             maturities of investments                348           464 
          Net advances to (from)           
           affiliates   . . . . . . . . .          66,528      (257,855)
                                            ----------------------------
          Net cash (used in) provided by   
           investing activities   . . . .       1,344,823       (69,604)
          Financing activities:            
          Purchases of treasury stock . .               -        (9,448)
          Payments on short-term           
           borrowings and long-term        
           debt   . . . . . . . . . . . .        (124,577)     (116,211)
                                            ----------------------------
          Net cash (used in) provided by         (124,577)     (125,659)
           financing activities   . . . .   ----------------------------
          Increase (decrease) in cash and  
           cash equivalents   . . . . . .         481,190       121,577 
          Cash and cash equivalents,       
           beginning of period  . . . . .       1,803,530       993,069 
                                            ----------------------------
          Cash and cash equivalents, end   
           of period  . . . . . . . . . .  $    2,284,720 $   1,114,646 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                    JUNE 30, 1998


          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 five of its
               six subsidiaries.  CCS, a Florida corporation  formed in May
               1988,  provides  underwriting  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, is an inactive corporation. Qualex Consulting
               Group,  Inc.  (Qualex),  a  Florida  corporation  formed  in
               November  1994, provides  claim  and contracting  consulting
               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)


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

               Reclassifications -   Certain amounts in  the 1997 financial
               statements  have been  reclassified to  conform to  the 1998
               financial statement presentations.

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

               Net income per share for the six months  ended June 30, 1998
               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,  1997, no amounts could  be paid by  CCS to CTI
               under the terms of the debenture.

               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.

               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,  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 (including accrued interest).<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


          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  were 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.   Goodwill 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)


          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  for  miscellaneous  bonds   and  completion  date  or
               anticipated contract completion date for contract bonds.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


          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 for unpaid  losses 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>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


           10.  Year 2000
                ---------

                The   Company    has   developed    an   in-house    surety
                administrative  system "BondPro".    BondPro is  an  agency
                surety  bond  administration  system   that  issues  bonds,
                tracks underwriting, and accounting and reporting  from its
                database.   BondPro is a window  based program  and is year
                2000 compliant.   The Company is  aware of  the issues that
                many computer  systems will  face as  the millennium  (year
                2000) approaches.  The Company, however,  believes that its
                own internal software and hardware is  year 2000 compliant.
                The  Company   believes  that   any   year  2000   problems
                encountered by  procurement agencies,  and other  customers
                and  vendors are  not likely  to  have  a material  adverse
                effect  on   the   Company s  operations.     The   Company
                anticipates  no   other  year   2000  problems  which   are
                reasonably likely to have a material adverse effect on  the
                Company s operations.  There can be  no assurance, however,
                that such problems will not arise.<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   $15,100,000  at   June 30,   1998.
          Therefore,  based upon  statutory  guidelines, the  Company could
          increase earned  premiums by approximately $9,500,000  in 1998 in
          addition to the  amount earned  in 1997. The  primary sources  of
          liquidity for the  Company are funds  generated from surety  pre-
          miums, 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,  1998, the Company s $14,947,204 of total assets
          calculated based on generally accepted accounting principles were
          distributed  primarily  as  follows:   50  percent  in  cash  and
          investments (including accrued investment income), 30  percent in
          receivables   and  reinsurance   recoverables,   18  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)  provided by  operating activities  was
          ($739,056) and  $316,840 for the  six months ended  June 30, 1998
          and  1997,  respectively.   The  decrease  in  net  cash used  in
          operating  activities during 1998 is attributed  to a decrease in
          ceded   reinsurance  payables, reinsurance  recoverables  and  an
          increase trade  receivables, which  is offset  by an increase  in
          policy  and other  liabilities  and deferred  policy  acquisition
          costs.    In  1997 the  cash  used  in  operating activities  was
          primarily attributable  to a  net  increase in  policy and  other
          liabilities which was offset  by policy acquisition costs net  of
          amortization  and  a  net   increase  in  trade  and  reinsurance
          receivables.

               Net  cash (used  in)  provided by  investing activities  was
          $1,344,823  and ($69,604) for the six months ended June 30, 1998,
          and  1997,  respectively.     Investing  activities   consist  of
          purchases and sales and maturities of investments.<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, 1998 AND 1997
                -----------------------------------------------------

               During  the six  months  ended June  30,  1998, net  premium
          income totaled $3,572,920 representing an increase of 134 percent
          from that  of the same period in 1997 ($1,526,610).  The increase
          is attributed to the marketing direction of the Company, which is
          to penetrate  the direct  market while decreasing  the volume  of
          reinsurance premiums assumed through Pooling Agreements.   During
          the first  six months  of  1998 as  compared to  the same  period
          during 1997, direct premiums increased $2,368,866 (152%); assumed
          premiums increased $298,400  (157%) and ceded premiums  increased
          $620,955 or 285%.  The increase  in the assumption premiums are a
          result of  alliances the Company  has entered into  through their
          direct written premiums program.  The  increase in ceded premiums
          has  a direct correlation to  the direct premium  written and the
          association to Excess of Loss treaties on these premiums.

               Net  investment income  for the  second quarter  of 1998  as
          compared  to the same  period during 1997  reflect no significant
          changes.  Net realized gains during 1998 were $90,841 higher than
          realized  gains  for the  same period  of  1997.   Realized gains
          result from the disposal of common stock.

               Other  income was $554,910 during the  six months ended June
          30, 1998 as compared to $566,667 for the same period during 1997.
          Other income represents non-insurance company related earnings of
          the Company's subsidiaries.

               During the six months ended June 30, 1998 and 1997, benefits
          and  claims  expenses increased  to  $880,956  from $420,059,  an
          increase of 110 percent.   Incurred claims expenses represent the
          net  reserve   increase  after  deduction  of   paid  claims  and
          fluctuates based on premiums written and earned as well as claims
          incurred and paid.   The increase of $460,897 is  consistent with
          the flow of premiums, representing approximately 20 to 25 percent
          of net premium, when comparing the benefit and claims expense for
          the second quarter of 1998 to the same period of 1997.

               During the  six months ended June 30, 1998, the amortization
          of deferred  policy acquisition  costs increase is  attributed to
          the increase in  premiums written  and earned.   Deferred  policy
          acquisition  costs average  approximately  20  percent of  direct
          earned premiums.<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, 1998 AND 1997 (CONTINUED)
          -----------------------------------------------------------------

               Operating  expenses increased $112,144 (5.6%) during the six
          months ended June 30, 1998 when compared to the six months  ended
          June  30, 1997  and is attributed  to the Company s  growth.  The
          increase  of 78  percent in  written premiums  compared to  the 6
          percent increase in operating  expenses reflect the economies-of-
          scale  achieved through  use of  the Company's  BondPro automated
          bond issuance program.

               Net  interest  expense  in  1998  remained  consistent  when
          compared  to  the  same period  during  1997.    Interest expense
          represents amounts  incurred on  the notes payable  to affiliates
          (See Note 4).

               The  Company has recorded no  income tax expense  due to the
          tax loss carry-forward of approximately $841,568 which will begin
          to expire in year 2010 and 2011.<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, 1998 AND 1997
               -------------------------------------------------------

               During  the three  months ended  June 30, 1998,  net premium
          income totaled $1,834,462 representing an increase of 145 percent
          from that of the same period in 1997 ($747,614).  The increase is
          due  primarily to the increase  in the amount  of direct premiums
          written and earned.

               During the three months ended  June 30, 1998, net investment
          income remained  level  while net  capital gains  on disposal  of
          common stock increased  $70,147 or 206%  from that earned  during
          the same period in 1997.

               During the three  months ended June  30, 1998, other  income
          remained consistent when compared to the same period during 1997.

               During the three  months ended June  30, 1998, benefits  and
          claims expenses increased to $528,536  from $127,779 from that of
          the  same period in  1997.  The  increase is due  primarily to an
          increase in  benefits and claims associated with  the increase in
          direct premiums written and earned.

               During   the  three   months  ended   June  30,   1998,  the
          amortization  of  deferred  policy  acquisition  costs  increased
          $303,930 (343%)  when compared  to the same  period during  1997.
          The increase  is  attributed  to the  increase  in  net  premiums
          earned.

               During  the  three months  ended  June  30, 1998,  operating
          expenses increased  $129,130 or 13  percent when compared  to the
          three months ended June 30, 1997.  The increase is  attributed to
          operating expenses associated with the Company s growth.

               Net  interest expense remained  consistent when  compared to
          the same period during 1997.

               Net gain from operations for the three months ended June 30,
          1998 was $326,268 as compared to a net loss of  ($30,915) for the
          same  period during  1997,  an  increase  of  $357,183  or  1,153
          percent. The  net gain is a result of the Company s growth in the
          direct premium  surety market.   Operating expenses  increased 13
          percent  compared to  a  65 percent  increase in  written premium
          reflecting  economies-of-scale  achieved  through  automation  in
          processing the Company's insurance activity.<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)

                          Exhibit 27.2 - Financial Data Schedule
                          (for SEC use only) (1997 restated)

                    (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 18, 1998           By:    /s/Joseph M. Williams
           ------------------------------  ------------------------------
                                           Joseph M. Williams
                                           President and
                                           Chief Executive Officer
                                           (Principle Executive Officer)

           
           Date: August 18, 1998           By:    /s/Carol S. Black
           ------------------------------  ------------------------------
                                           Carol S. Black
                                           Secretary and
                                           Chief Financial Officer
                                           (Principle Accounting and
                                           Financial Officer)<PAGE>
<PAGE>