UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                            ------------------------------
                                      FORM 10-Q

          [Mark One]

          [X]  Quarterly Report  Pursuant  to Section  13 or  15(d) of  the
               Securities Exchange Act of 1934
                    For the quarterly period ended March 31, 1998.

                                          OR

          [  ] Transition Report  Pursuant to  Section 13 or  15(d) of  the
               Securities Exchange Act of 1934
                    For  the   transition  period   from  to   ________  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 March 31, 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
                              March 31, 1998 and December 31, 1997  . . 1-2

                              Condensed consolidated statements
                                   of operations for the three
                                   months ended March 31, 1998
                                   and March 31, 1997.  . . . . . . . . . 3

                              Condensed consolidated statements
                                   of cash flows for the three months
                                   ended March 31, 1998 and 1997  . . . . 4

                              Notes to condensed consolidated
                                   financial statements . . . . . . . . 5-8

                    Item 2.   Management's Discussion and Analysis 
                                   of financial condition and
                                   results of operations  . . . . . .  9-10


          PART II   OTHER INFORMATION

                    Item 1.   Legal proceedings . . . . . . . . . . . .  11

                    Item 2.   Changes in securities . . . . . . . . . .  11

                    Item 3.   Defaults upon senior securities . . . . .  11

                    Item 4.   Submission of matters to a vote
                                   of security holders  . . . . . . . .  11

                    Item 5.   Other information . . . . . . . . . . . .  11

                    Item 6.   Exhibits and Reports of Form 8-K  . . . .  11

                              Signatures  . . . . . . . . . . . . . . .  12<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


                                              March 31,    December 31,
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)
           ASSETS                          
           ------

           Investments:                    
              Securities available-for-    
                sale at fair value:
                Fixed maturities . . . . . $    2,861,233 $   3,590,458 
                Equity securities  . . . .      1,615,579     1,526,783 
              Fixed maturity securities    
                held-to-maturity, at       
                amortized cost . . . . . .        983,044       982,528 
              Residential mortgage loan on 
                real estate, at unpaid     
                principal  . . . . . . . .         45,228        45,314 
              Short-term investments   . .        323,993       323,993 
                                            ----------------------------
                Total investments  . . . .      5,829,077     6,469,076 
                                           
           Cash and cash equivalents . . .      3,137,415     1,803,530 
           Accrued investment income . . .         71,157        82,821 
                                           
           Reinsurance recoverable . . . .      1,630,815     2,016,756 
                                           
           Accounts receivable:            
              Trade less allowances for    
                doubtful accounts of       
                $113,120 at March 31, 1998 
                and December 31, 1997  . .      1,089,820     1,307,216 
              Affiliate  . . . . . . . . .        727,038       903,181 
           Deferred policy acquisition     
              costs  . . . . . . . . . . .        993,696       812,745 
           Intangibles, net  . . . . . . .      1,614,606     1,680,633 
           Other assets  . . . . . . . . .        252,225       245,425 
                                            ----------------------------
                                           $   15,345,849 $  15,321,383 
                                            ============================
              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS


                                              March 31     December 31,
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)
          LIABILITIES AND STOCKHOLDERS'    
             EQUITY
          --------------------------------

          Policy liabilities and accruals: 
             Loss and loss adjustments     
               expenses . . . . . . . . .  $    2,366,196 $   2,550,300 
             Unearned premiums  . . . . .       3,042,649     2,629,282 
          Ceded reinsurance payable . . .       1,899,257     2,459,173 
          Accounts payable and other       
             liabilities  . . . . . . . .         309,619       254,839 
          Long-term debt  . . . . . . . .       1,370,612     1,418,520 
                                            ----------------------------
               Total liabilities  . . . .       8,988,333     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 March 31,  
               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 . . . . . . . .         161,956       134,201 
             Accumulated deficit  . . . .        (772,925)   (1,093,417)
                                            ----------------------------
                                                6,607,735     6,259,488 
             Less treasury stock, at cost, 
               313,612 shares at March 31, 
               1998 and December 31, 1997        (250,219)     (250,219)
                                            ----------------------------
             Total stockholders' equity         6,357,516     6,009,269 
                                            ----------------------------
                                           $   15,345,849 $  15,321,383 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                            Three Months Ended March 31,
                                           ----------------------------- 
                                                          
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
                                           
          REVENUES:                        
                                           
             Direct premiums earned   . .       1,802,610       671,117 
             Reinsurance premiums assumed         383,390       182,010 
             Less reinsurance ceded   . .        (447,542)      (74,131)
                                            ----------------------------
             Net premium income   . . . .       1,738,458       778,996 
                                           
             Net investment income  . . .          97,993        94,151 
             Net realized investment gains         66,177        45,483 
             Other income:                 
               Affiliates . . . . . . . .          51,380        84,807 
               Nonaffiliates  . . . . . .         173,494       240,904 
                                            ----------------------------
                                                2,127,502     1,244,341 
          Benefits and expenses:           
             Losses and loss adjustment    
               expenses . . . . . . . . .         352,420       292,280 
             Amortization of deferred      
               policy acquisition costs           365,460       198,020 
             Operating expenses   . . . .       1,059,224     1,013,737 
             Interest expense   . . . . .          29,906        29,804 
                                            ----------------------------
                                                1,807,010     1,533,841 
                                            ----------------------------
          Income (loss) before income      
             taxes  . . . . . . . . . . .         320,492      (289,500)
          Income taxes (benefit)  . . . .               -             - 
                                            ----------------------------
          Net income (loss) . . . . . . .  $      320,492 $    (289,500)
                                            ============================
          Weighted average number of       
             shares   . . . . . . . . . .       5,449,458     5,449,702 
                                            ============================
          Net income (loss) per share . .  $          .06 $        (.05)
                                            ============================


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            Three Months Ended March 31,
                                           ----------------------------- 
                                                              
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
          Operating activities:            
          Net income (loss) . . . . . . .  $      320,492 $    (289,500)
          Adjustments to reconcile net     
             income (loss) to net cash
             (used in) provided by
             operating activities:
              Amortization/accretion of    
               investment premiums and     
               discounts  . . . . . . . .            (269)         (837)
              Policy acquisition costs     
               amortized  . . . . . . . .        (365,460)     (448,157)
              Policy acquisition costs     
               deferred . . . . . . . . .         184,509       341,151 
              Depreciation and             
               amortization . . . . . . .          66,027        71,169 
              Net realized (gain) on sales 
               of investments . . . . . .         (66,177)      (45,483)
              Accrued interest on term     
               notes, net . . . . . . . .          29,906        29,803 
              (Increase) decrease in:      
                Accrued investment income          11,664        14,005 
                Reinsurance recoverable           385,941        58,524 
                Trade receivables   . . .         217,396        97,415 
                Other assets  . . . . . .          (6,800)      198,020 
              Increase (decrease) in:      
               Policy liabilities and      
                accruals  . . . . . . . .         229,263       481,923 
               Ceded reinsurance payable         (559,916)      (10,193)
               Accounts payable and other  
                liabilities   . . . . . .          54,780      (309,192)
                                            ----------------------------
          Net cash provided by             
              operating activities  . . .         501,356       188,648 


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                            Three Months Ended March 31,
                                           ----------------------------- 
                                                              
                                                1998           1997
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
          Investing activities:            
          Securities available-for-sale :  
             Sales - fixed maturities   .         725,000       125,000 
             Purchases - equities   . . .      (1,239,600)     (940,931)
             Sales - equities   . . . . .       1,248,715       964,882 
          Securities held-to-maturity:     
           Purchases  . . . . . . . . . .               -      (575,875)
           Maturities   . . . . . . . . .                       975,344 
          Proceeds from sales and          
           maturities of investments  . .              86            -  
          Net advances to (from)           
           affiliates   . . . . . . . . .         176,143      (146,720)
                                            ----------------------------
          Net cash provided by             
           investing activities   . . . .         910,344       401,700 
          Financing activities:            
          Purchases of treasury stock . .               -        (9,448)
          Payments on short-term           
           borrowings and long-term        
           debt   . . . . . . . . . . . .         (77,815)      (61,399)
                                            ----------------------------
          Net cash (used in) financing     
           activities   . . . . . . . . .         (77,815)      (70,847)
                                            ----------------------------
          Increase (decrease) in cash and  
           cash equivalents   . . . . . .       1,333,885       519,501 
          Cash and cash equivalents,       
           beginning of period  . . . . .       2,127,523       993,069 
                                            ----------------------------
          Cash and cash equivalents, end   
           of period  . . . . . . . . . .  $    3,461,408 $   1,512,570 
                                            ============================


              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                    MARCH 31, 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
               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 three months  ended March 31,
               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.   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 March  31,
               1999 and  9% thereafter.  Principal payments of  $40,000 are
               due  annually for  three  years  beginning January 5,  1996.
               Principal  and interest payments  at 9%  of $11,104  are due
               monthly beginning April 1, 1997.

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

               Intangible  assets  are  stated   at  cost  and  principally
               represent    purchased    customer   accounts,    noncompete
               agreements, purchased contract agreements, and the excess of
               costs  over  the  fair  value  of  identifiable  net  assets
               acquired   ("Goodwill").    Purchased   customer   accounts,
               noncompete agreements, and purchased contract agreements are
               being amortized  on a  straight-line basis over  the related
               estimated lives and contract periods, which  range from 3 to
               15 years.   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.<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   $15,000,000  at   March 31,  1998,
          respectively.  Therefore,  based upon  statutory  guidelines, the
          Company   could  increase   earned   premiums  by   approximately
          $11,000,000 in 1998 in addition to the amount earned in 1997. The
          primary sources of liquidity for the Company are funds  generated
          from surety premiums, investment  income, and proceeds from sales
          and   maturities   of   portfolio   investments.   The  principal
          expenditures are payment of  losses and loss adjustment expenses,
          insurance operating expenses, and commissions.

               At March 31, 1998, the Company s $15,354,849 of total assets
          calculated based on generally accepted accounting principles were
          distributed  primarily  as  follows:   59  percent  in  cash  and
          investments (including accrued investment income), 22  percent in
          receivables   and  reinsurance   recoverables,   17  percent   in
          intangibles and  deferred policy acquisition costs  and 2 percent
          in other assets.

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

               Net  cash  used in  operating  activities  was $501,356  and
          $188,648  for the  three months  ended March 31,  1998 and  1997,
          respectively.   Net cash provided in  operating activities during
          1998 is attributed to a net increase in  reinsurance recoverables
          and  trade receivables, which is  offset by a  decrease in policy
          liabilities,  ceded  reinsurance payable  and  policy acquisition
          costs,  net of  amounts  deferred.   In  1997  the cash  used  in
          operating activities was primarily attributable to a net increase
          in  policy liabilities  which  was offset  by policy  acquisition
          costs and a net increase in trade receivables and other assets. 

               Net  cash (used  in)  provided by  investing activities  was
          $910,344  and $401,700 for the three months ended March 31, 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
                    ----------------------------------------------

                     LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
                      ------------------------------------------

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





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

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

               COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 AND 1997
               --------------------------------------------------------

               During the  three months ended  March 31, 1998,  net premium
          income totaled $1,738,458 representing an increase of 123 percent
          from that of the same period in 1997 ($778,996).  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 three  months of 1998  as compared to  the same  period
          during 1997, direct premiums  increased $1,131,493 (169%) and net
          assumed and ceded premiums changes were $172,031 or 159%.

               Net  investment income  for  the first  quarter  of 1998  as
          compared to the  same period during  1997 reflect no  significant
          changes.  Net realized gains during 1998 were $20,700 higher than
          realized  gains  for  the same  period  of  1997.   Other  income
          decreased  by $100,800 during the first three months of 1998 when
          compared  to 1997.  The decrease is attributable to the Company s
          market  focus of direct  premium writings for CCS.   As a result,
          subsidiary company s  earnings  attributed to  income  earned  in
          other markets have decreased.

               During  the  three months  ended  March 31,  1998  and 1997,
          benefits and claims expenses increased to $352,420 from $292,280.
          Incurred  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
          $60,140  is consistent with  the flow of  premiums when comparing
          the first quarter of 1998 to the same period of 1997.

               During  the   three  months   ended  March  31,   1998,  the
          amortization  of  deferred policy  acquisition costs  increase is
          attributed to the increase in premiums written and earned.

               Operating  expenses remained  consistent  during  the  three
          months ended March  31, 1998  when compared to  the three  months
          ended March 31, 1997.

               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).<PAGE>





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

          Item 1.             Legal proceedings
                              -----------------

                              None

          Item 2.             Changed in securities
                              ---------------------

                              None

          Item 3.             Defaults upon senior securities
                              -------------------------------

                              None

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


                              None

          Item 5.             Other information

                              None

          Item 6.             Exhibits and reports on Form 8-K
                              --------------------------------

                              (a)  None

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

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





                                      SIGNATURES
                                      ----------


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


                                           CUMBERLAND TECHNOLOGIES, INC.


           Date: May 19, 1998              By:    /s/Joseph M. Williams
           ------------------------------  ------------------------------
                                           Joseph M. Williams
                                           President and
                                           Chief Executive Officer
                                           (Principle Executive Officer)


           Date: May 19, 1998              By:    /s/Carol S. Black
           ------------------------------  ------------------------------
                                           Carol S. Black
                                           Secretary and
                                           Chief Financial Officer
                                           (Principle Accounting and
                                           Financial Officer)<PAGE>
<PAGE>