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 September 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 
               of corporation)                    No.)

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

                                    (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<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 September 30, 1998 was 5,444,958 shares.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                                      FORM 10-Q

                                        INDEX
                                                                       PAGE
                                                                       ----

          PART I    FINANCIAL INFORMATION
          -------------------------------

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

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

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

                              Condensed consolidated statements
                                 of cash flows for the
                                 nine months ended September 30, 1998
                                 and 1997 . . . . . . . . . . . . . . . . 5

                              Notes to condensed consolidated
                                 financial statements . . . . . . . .  6-11

                    Item 2.   Management's Discussion and Analysis
                    -------      of financial condition and
                                 results of operations  . . . . . . . 12-14

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

                    Item 1.   Legal proceedings . . . . . . . . . . . .  15

                    Item 2.   Changes in securities . . . . . . . . . .  15

                    Item 3.   Defaults upon senior securities . . . . .  15

                    Item 4.   Submission of matters to a vote
                                 of security holders  . . . . . . . . .  15

                    Item 5.   Other information . . . . . . . . . . . .  15

                    Item 6.   Exhibits and Reports of Form 8-K  . . . .  15

                              Signatures  . . . . . . . . . . . . . . .  16<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


                                            September 30,  December 31,
                                                1998           1997
                                           -------------  -------------- 
                                             (Unaudited)
           ASSETS                          
           ------
           Investments:                    
              Securities available-for-    
              sale at fair value:
                Fixed maturities . . . . . $    2,162,507 $   3,590,458 
                Equity securities  . . . .        377,450     1,526,783 
              Fixed maturity securities    
                held-to-maturity, at       
                amortized cost . . . . . .        860,050       982,528 
              Residential mortgage loan    
                on real estate, at         
                unpaid principal . . . . .         44,699        45,314 
              Short-term investments   . .        423,993       323,993 
                                            ----------------------------
                Total investments  . . . .      3,868,699     6,469,076 
                                           
           Cash and cash equivalents . . .      3,073,318     1,803,530 
           Accrued investment income . . .         68,814        82,821 
                                           
           Reinsurance recoverable . . . .      1,701,813     2,016,756 
                                           
           Accounts receivable:            
              Trade less allowances for    
                doubtful accounts of       
                $113,120 at September 30,  
                1998 and December 31, 1997      2,608,804     1,307,216 
              Affiliate  . . . . . . . . .        946,686       903,181 
           Deferred policy acquisition     
              costs  . . . . . . . . . . .      1,249,726       812,745 
           Intangibles, net  . . . . . . .      1,504,830     1,680,633 
           Other assets  . . . . . . . . .        240,934       245,425 
                                            ----------------------------
                                           $   15,263,624 $  15,321,383 
                                            ============================


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                            September 30   December 31,
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)
          LIABILITIES AND STOCKHOLDERS'    
             EQUITY
          --------------------------------
          Policy liabilities and accruals: 
             Loss and loss adjustments     
               expenses . . . . . . . . .  $    2,518,586 $   2,550,300 
             Unearned premiums  . . . . .       3,774,788     2,629,282 
          Reinsurance payable . . . . . .       1,244,395     2,459,173 
          Accounts payable and other       
             liabilities  . . . . . . . .         750,468       254,839 
          Income tax payable  . . . . . .         120,000             - 
          Long-term debt:                                               
             Nonaffiliate   . . . . . . .       1,342,205     1,418,520 
                                            ----------------------------
               Total liabilities  . . . .       9,750,442     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  
               September 30, 1998 and      
               December 31, 1997           
               respectively . . . . . . .           5,763         5,763 
             Capital in excess of par      
               value  . . . . . . . . . .       7,212,941     7,212,941 
             Accumulated other             
               comprehensive income . . .        (965,355)      134,201 
             Accumulated deficit  . . . .        (476,449)   (1,093,418)
                                            ----------------------------
                                                5,776,900     6,259,487 
             Less treasury stock, at cost, 
               318,112 shares and 313,612  
               at September 30, 1998 and   
               December 31, 1997,          
               respectively . . . . . . .        (263,718)     (250,218)
                                            ----------------------------
             Total stockholders' equity         5,513,182     6,009,269 
                                            ----------------------------
                                           $   15,263,624 $  15,321,383 
                                            ============================


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                            Nine Months Ended September
                                                        30,
                                           ----------------------------- 
                                                           
                                                1998           1997
                                           -------------- --------------

                                             (Unaudited)    (Unaudited)
                                           
          REVENUES:                        
                                           
             Direct premiums earned   . .       6,102,701     3,981,294 
             Reinsurance premiums assumed         951,808       807,633 
             Less reinsurance ceded   . .      (1,644,486)   (1,057,788)
                                            ----------------------------
             Net premium income   . . . .       5,410,023     3,731,139 
                                           
             Net investment income  . . .         303,501       297,892 
             Net realized investment       
               gains  . . . . . . . . . .         142,800       207,781 
             Other income   . . . . . . .         653,425       895,051 
                                            ----------------------------
                                                6,509,749     5,131,863 
          Benefits and expenses:           
             Losses and loss adjustment    
               expenses . . . . . . . . .       1,582,625     1,355,867 
             Amortization of deferred      
               policy acquisition costs           943,914       947,767 
             Operating expenses   . . . .       3,157,182     2,895,517 
             Interest expense   . . . . .          89,059        93,883 
                                            ----------------------------
                                                5,772,780     5,293,034 
                                            ----------------------------
          Income (loss) before income      
             taxes  . . . . . . . . . . .         736,969      (161,171)
          Income taxes (benefit)  . . . .         120,000             - 
                                            ----------------------------
          Net income (loss) . . . . . . .  $      616,969 $    (161,171)
                                            ============================
          Weighted average number of            5,448,965     5,449,538 
             shares   . . . . . . . . . .   ============================
          Net income (loss) per share . .  $          .11 $        (.03)
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                            Three Months Ended September
                                                        30,
                                           -----------------------------
                                                            
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
                                           
          REVENUES:                        
                                           
             Direct premiums earned   . .       2,180,191     2,427,649 
             Reinsurance premiums assumed         462,839       617,064 
             Less reinsurance ceded   . .        (805,927)     (840,184)
                                            ----------------------------
             Net premium income   . . . .       1,837,103     2,204,529 
                                           
             Net investment income  . . .          90,357       100,028 
             Net realized investment       
               gains (losses)   . . . . .         (27,518)      128,304 
             Other income   . . . . . . .          98,515       328,384 
                                            ----------------------------
                                                1,998,457     2,761,245 
          Benefits and expenses:           
             Losses and loss adjustment    
               expenses . . . . . . . . .         701,669       935,808 
             Amortization of deferred      
               policy acquisition costs           186,007       730,135 
             Operating expenses   . . . .         991,136       904,086 
             Interest expense   . . . . .          29,437        31,972 
                                            ----------------------------
                                                1,908,249     2,602,001 
                                            ----------------------------
          Income before income             
             taxes  . . . . . . . . . . .          90,208       159,244 
          Income taxes (benefit)  . . . .         120,000             - 
                                            ----------------------------
          Net income (loss) . . . . . . .  $      (29,792)$     159,244 
                                            ============================
          Weighted average number of       
             shares   . . . . . . . . . .       5,448,965     5,449,458 
                                            ============================
          Net income (loss) per share . .  $         (.01)$        (.03)
                                            ============================




              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            Nine Months Ended September
                                                        30,
                                           ----------------------------- 
                                                              
                                                1998           1997
                                           -------------  --------------
                                             (Unaudited)    (Unaudited)
          Operating activities:            
          Net income (loss) . . . . . . .  $      616,969 $    (161,171)
          Adjustments to reconcile net     
             income (loss) to net cash
             (used in) provided by
             operating activities:
             Amortization/accretion of     
               investment premiums and     
               discounts  . . . . . . . .             177        (2,917)
             Policy acquisition costs                     
               amortized  . . . . . . . .        (943,914)   (2,017,661)
             Policy acquisition costs      
               deferred . . . . . . . . .         506,932     1,905,448 
             Depreciation and amortization        175,803       207,287 
             Net realized (gain) on sales  
               of investments . . . . . .        (142,800)     (207,781)
             Accrued interest on term      
               notes, net . . . . . . . .          89,059        93,883 
             Income taxes payable   . . .         120,000             - 
             (Increase) decrease in:       
               Accrued investment income           14,007        13,882 
               Reinsurance recoverable  .         314,943        89,394 
               Trade receivables  . . . .      (1,301,588)     (736,402)
               Other assets . . . . . . .           4,491       178,100 
             Increase (decrease) in:       
               Policy liabilities and      
                  accruals  . . . . . . .       1,113,792     1,631,443 
               Ceded reinsurance payable       (1,214,778)            - 
               Accounts payable and        
                  other liabilities . . .         495,628        52,179 
                                            ----------------------------
          Net cash (used in) provided by   
             operating activities   . . .        (151,279)    1,045,684 

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                            Nine Months Ended September
                                                        30,
                                           ----------------------------- 
                                                              
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
          Investing activities:            
          Securities available-for-sale :  
             Purchases - fixed maturities        (968,312)     (736,054)
             Sales - fixed maturities   .       2,287,151       599,311 
             Purchases - equities   . . .      (2,702,235)   (3,511,369)
             Sales - equities   . . . . .       2,999,086     3,600,174 
          Securities held-to-maturity:     
           Purchases  . . . . . . . . . .               -      (299,492)
           Maturities   . . . . . . . . .         127,140       985,000 
           Purchase - short-term           
             investment   . . . . . . . .        (100,000)            - 
          Proceeds from sales and          
           maturities of investments  . .             615           464 
          Net advances to (from)           
           affiliates   . . . . . . . . .         (43,505)     (237,210)
                                            ----------------------------
          Net cash (used in) provided by   
           investing activities   . . . .       1,599,940       400,824 
          Financing activities:            
          Purchases of treasury stock . .          (13,499)           (9,447)
            Payments on short-term           
           borrowings and long-term        
           debt   . . . . . . . . . . . .        (165,374)     (185,921)
                                            ----------------------------
          Net cash (used in) provided by   
           financing activities   . . . .        (178,873)     (195,368)
                                            ----------------------------
          Increase (decrease) in cash and  
           cash equivalents   . . . . . .       1,269,788     1,251,140 
          Cash and cash equivalents,       
           beginning of period  . . . . .       1,803,530       993,069 
                                            ----------------------------
          Cash and cash equivalents, end   
           of period  . . . . . . . . . .  $    3,073,318 $   2,244,209 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                  SEPTEMBER 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
               nine 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.

               Use of Estimates  - We make  estimates and assumptions  that
               have  an effect  on  the  amounts  that  we  report  in  our
               financial statements.   Our  most significant  estimates are
               those  relating   to  our  reserves  for   losses  and  loss
               adjustment expenses.   We  continually review  our estimates
               and make adjustments as  necessary, but actual results could
               turn  out  significantly different  than what  we envisioned
               when we made these estimates.

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

               Net income per  share for  the three and  nine months  ended
               September 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.   Investments
               -----------

               Change in Unrealized  Appreciation: The increase  (decrease)
               in  unrealized  appreciation   of  investments  recorded  in
               shareholders  equity was as follows:

                                       Nine Months     Twelve Months
                                       Ended           Ended
                                       September 30,   December 31,
                                       1998            1997
                                       --------------  --------------

                Fixed maturities  . .  $      37,042   $      39,146 

                Equities  . . . . . .     (1,002,397)         95,056 
                                       --------------  --------------
                 Total change in       
                   unrealized          
                   appreciation   . .  $    (965,355)  $     134,201 
                                       ==============  ==============<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


          4.   Income Taxes
               ------------

               The Company s  provision for  income taxes for  the quarters
               ended September 30, 1998 and 1997 differ from the  statutory
               rate of  34% due primarily  to the Company s  utilization of
               net operating loss carryforward.

          5.   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)


          6.   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
               September 30,  2010   and  bears  interest  at   8%  through
               September 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.

          7.   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)


          8.   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.

          9.   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)


          10.  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.

          11.  Statutory Accounting Practices
               ------------------------------

               Our underwriting  operations are required to  file financial
               statements   with   state  regulatory   authorities.     The
               accounting  principles  used   to  prepare  these  statutory
               financial statements follow prescribe accounting principles,
               which differ from  GAAP.  On  a statutory accounting  basis,
               our underwriting operations reported  income net of taxes of
               $507,134 at September 30, 1998  and $959,304 at December 31,
               1997.   Statutory  surplus (shareholder s  equity) of  these
               operations was $5,099,523 and $5,044,527 as of September 30,
               1998 and December 31, 1997, respectively.

          12.  Comprehensive Income
               --------------------

               We adopted  the provisions of  the SFAS No.  130, "Reporting
               Comprehensive Income,"  in 1998.    Comprehensive income  is
               defined as any  change in our  equity from transactions  and
               other  events originating  from  nonowner sources.   In  our
               case,  those changes are composed of our reported net income
               and changes in the unrealized appreciation of our investment
               portfolio.    SFAS  No.  130 requires  that  we  report  all
               components of comprehensive income.  The following summaries
               present  the components  of our comprehensive  income, other
               than net income, for the last two years.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


                    Consolidated Statements of Comprehensive Income
                                      (Unaudited)
                ------------------------------------------------------

                                                  Nine Months Ended
                                                    September 30
                                              ------------------------

                                                  1998         1997
                                              -----------  -----------
                Net income  . . . . . . . .   $  616,969   $        - 

                Other comprehensive income,   
                 net of tax.  Unrealized      
                 (depreciation) appreciation  
                 of available for sale        
                 securities arising during    
                 period   . . . . . . . . .   $     
                                               (1,099,556)   $      - 

                Less:  reclassification       
                 adjustment for gains         
                 included in net income   .   $  169,563   $        - 
                                              -----------  -----------

                Comprehensive income  . . .   $ (652,150)  $        - 
                                              ===========  ===========<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


          13.  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.

          14.  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  September 30,  1998.
          Therefore,  based upon  statutory guidelines,  the Company  could
          increase  earned premiums by an  additional $7,000,000 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 September  30, 1998,  the Company s $15,263,624  of total
          assets   calculated  based   on  generally   accepted  accounting
          principles were  distributed primarily as follows:  46 percent in
          cash and  investments (including  accrued investment income),  34
          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
          ($151,279) and $1,045,684 for the nine months ended September 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  policy  acquisition  costs
          deferred.   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
          $1,599,940 and $400,284  for the nine months ended  September 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
             -----------------------------------------------------------

               During the nine months ended September 30, 1998, net premium
          income totaled $5,410,023 representing an increase of  45 percent
          from  that  of the  same  period in  1997  ($3,731,139). Premiums
          continue to increase and 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 nine  months of  1998 as
          compared   to  the  same  period  during  1997,  direct  premiums 
          increased $2,121,407 (53%);  assumed premiums increased  $144,175
          (18%)  and ceded  premiums  increased  $586,698  or (55%).    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 period ending  September 30,
          1998  as  compared to  the  same  period during  1997  reflect no
          significant changes.   Net realized  gains during 1998  decreased
          $64,981 when compared to the same period of 1997.  Realized gains
          and losses result from the disposal of common stock.

               During  the period ending  September 30,  1998, other income
          remained  consistent  when  compared to  the  same  period ending
          September 30, 1997.

               During the nine  months ended September  30, 1998 and  1997,
          benefits  and  claims  expenses  increased   to  $1,582,625  from
          $1,355,867, an increase of 17 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 $226,758 is consistent
          with  the flow of premiums,  representing approximately 30 and 36
          percent of net premiums earned in measuring the claim expense for
          the period ending September 30, 1998 and 1997, respectively.

               During the  period  ending  September  30,  1998  and  1997,
          respectively,  the  amortization of  deferred  policy acquisition
          cost is  attributed  to  the increase  in  premiums  written  and
          earned.   Cost are  deferred proportionately  over the  estimated
          life  of  the  bond and  fluctuate  according  to  the volume  of
          premiums  written  on contract  and  miscellaneous  surety bonds.
          Deferred policy  acquisition costs averaged approximately  13 and
          16 percent of direct  and assumed premiums earned for  the period
          ending September 30, 1998 and 1997, respectively.<PAGE>





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

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

             COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
                                     (CONTINUED)            
             ------------------------------------------------------------

               Operating expenses  increased $311,808 or  11% when compared
          to the same period in 1997.   The increases are attributed to the
          Company s   growth  in   the  direct   market  of   new  premiums
          underwritten.    The  increase  is summarized  to  the  following
          expense line items: salaries $135,000 or 9.5%; legal fees $29,000
          or 195%; rent $31,000 or 30% and taxes, license and fees $116,000
          or 129%.

               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 recorded  income tax expense of $120,000 for the
          period ended September  30, 1998 having  utilized their tax  loss
          carryforward of $445,967.   The income tax expense  is calculated
          on a consolidated basis and adjusted for certain items applicable
          to an insurance  company.  As a  result of these adjustments  and
          application  of the 1997 NOL, the Company s effective tax rate is
          calculated at 16.3%.<PAGE>





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

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

             COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997      
             ------------------------------------------------------------

               During  the  three months  ended  September  30,  1998,  net
          premium income totaled  $1,837,103 representing a decrease  of 17
          percent from that of the  same period in 1997 ($2,204,529).   The
          decrease is due primarily to the decrease in the amount of direct
          and assumed premiums earned.  The fluctuation represents the flow
          in the  volume of premiums increasing between  direct and assumed
          premiums.  Direct premiums written increased $724,700 and assumed
          premiums  written decreased $375,700 in  comparing the change for
          the same period in 1998 to 1997.

               During the  three  months  ended  September  30,  1998,  net
          investment  income  remained level  while  net  capital gains  on
          disposal of common  stock decreased  $155,800 or  121% from  that
          earned  during  the  same  period  in  1997.    The  decrease  is
          attributed to realized  losses of $27,500  incurred during the  3
          months ending  September 30,  1998.   During the  same period  in
          1997, the Company had $128,300 in realized gains.

               During the  three months  ended  September 30,  1998,  other
          income  decreased $109,900  or 53%  compared to  the  same period
          during  1997.    The  decrease  is   attributable  to  subsidiary
          companies decreasing the  amount of business activity  outside of
          the Holding Company Group.

               During the three months  ended September 30, 1998,  benefits
          and claims expenses decreased to $701,669 from $935,808 from that
          of  the same period in 1997.   The decrease is due primarily to a
          decrease  in  benefits and  claims  associated  with the  pooling
          agreements.

               During  the  three  months  ended September  30,  1998,  the
          amortization  of  deferred  policy  acquisition  costs  decreased
          $441,000 or 70%  when compared  to the same  period during  1997.
          The decrease is attributed to the  volume of premium activity and
          is  associated  directly  to  the  increase  in  deferred  policy
          acquisition  asset for  the period ending  September 30,  1998 as
          compared  to the same period in 1997.  The fluctuations occurring
          are related  to the  volume of  contract and miscellaneous  bonds
          written and the length of the surety contract.

               During the  three months ended September 30, 1998, operating
          expenses  increased  $8,300 or  1%   when  compared to  the three
          months ended September 30,  1997.  The increase is  attributed to
          operating expenses associated with the Company s growth.<PAGE>





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

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

             COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997    
                             (CONTINUED)
             -----------------------------------------------------------

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

               Due to utilization of the tax loss carryforward, the Company
          recorded income tax  expense of $120,000  during the three  month
          period  ending September 30, 1998.  The tax expense is attributed
          to the current year tax expense.<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
                    ---------------------------------------------------
                    Cumberland  Technologies,   Inc.  Annual  Shareholders 
                    Meeting was held on August 24, 1998.

                    The three Directors nominated  by management were named
                    in  proxies  for  the   meeting  which  were  solicited
                    pursuant to Regulation 14A  of the Securities  Exchange
                    Act  of 1934.  There  was no solicitation in opposition
                    to management s  nominees.  The  Directors were elected
                    by the following votes:


                                         In Favor    Withheld    Not Voted     
                                         ----------  ----------  ----------

                     Francis M.                          
                      Williams   . . .   5,123,575     4,387      321,496

                     George A.                           
                      Chandler   . . .   5,123,665     4,297      321,496

                     Andrew J. Cohen     5,123,665     4,297      321,496

          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: November 20, 1998         By:    /s/Joseph M. Williams
           ------------------------------  ------------------------------
                                           Joseph M. Williams
                                           President and
                                           Chief Executive Officer
                                           (Principle Executive Officer)

           Date: November 20, 1998         By:    /s/    Carol S. Black
           ------------------------------  ------------------------------
                                           Carol S. Black
                                           Secretary and
                                           Chief Financial Officer
                                           (Principle Accounting and
                                           Financial Officer)<PAGE>
<PAGE>