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, 1999.

                                          OR

          [  ] Transition Report  Pursuant to  Section 13 or  15(d) of  the
               Securities Exchange Act of 1934
                    For the transition period from _________ to __________.

                             Commission File No.  0-19727

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

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

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

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

                                    Not applicable
          -----------------------------------------------------------------
          (Former name, former address and former fiscal year, if changed
               since last report)

          Indicate by check mark  whether the registrant (1) has  filed all
          reports  required to  be filed  by Section  13 or  15 (d)  of the
          Securities Exchange Act  of 1934 during  the preceding 12  months
          and (2) has been subject to such filing requirements for the past
          90 days.  Yes  [X]       No   [  ]

                  Applicable Only to Issuers Involved in Bankruptcy
                     Proceedings During the Preceding Five Years<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, 1999 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, 1999 and
                                 December 31, 1998  . . . . . . . . . . 1-2

                              Condensed consolidated statements
                                 of operations for the three months
                                 ended March 31, 1999
                                 and March 31, 1998.  . . . . . . . . . . 3

                              Condensed consolidated statements
                                 of cash flows for the 
                                 three months ended 
                                 March 31, 1999 and 1998  . . . . . . . . 4

                              Notes to condensed consolidated
                                 financial statements . . . . . . . .  5-11

                    Item 2.   Management's Discussion and Analysis
                                 of financial condition and
                                 results of operations  . . . . . . . 12-13


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

                    Item 1.   Legal proceedings . . . . . . . . . . . .  14

                    Item 2.   Changes in securities . . . . . . . . . .  14

                    Item 3.   Defaults upon senior securities . . . . .  14

                    Item 4.   Submission of matters to a vote
                                 of security holders  . . . . . . . . .  14

                    Item 5.   Other information . . . . . . . . . . . .  14

                    Item 6.   Exhibits and Reports of Form 8-K  . . . .  14

                              Signatures  . . . . . . . . . . . . . . .  15<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,
                                                1999           1998
                                           -------------- --------------
                                             (Unaudited)
           ASSETS                          
           ------
           Investments:                    
              Securities available-for-    
              sale at fair value:
                Fixed maturities . . . . . $    1,559,419 $   2,081,770 
                Equity securities  . . . .        432,500       576,575 
              Fixed maturity securities    
                held-to-maturity, at       
                amortized cost . . . . . .        860,974       860,508 
              Residential mortgage loan on 
                real estate, at unpaid     
                principal  . . . . . . . .         44,150        44,427 
              Short-term investments   . .        423,993       423,993 
                                            ----------------------------
                Total investments  . . . .      3,321,036     3,987,273 
                                           
           Cash and cash equivalents . . .      3,828,928     4,202,351 
           Accrued investment income . . .         60,905        55,348 
                                           
           Reinsurance recoverable . . . .      3,060,802     2,306,372 
                                           
           Accounts receivable:            
              Trade  . . . . . . . . . . .      1,684,967     1,809,726 
              Affiliate  . . . . . . . . .        840,771       927,910 
           Income tax recoverable  . . . .         51,750       120,000 
           Deferred policy acquisition     
              costs  . . . . . . . . . . .      1,278,409     1,246,555 
           Intangibles, net  . . . . . . .      1,406,221     1,455,525 
           Other assets  . . . . . . . . .        234,628       233,991 
                                            ----------------------------
                                           $   15,768,417 $  16,345,051 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEETS


                                              March 31     December 31,
                                                1999           1998
                                           -------------- --------------
                                             (Unaudited)
          LIABILITIES AND STOCKHOLDERS'    
             EQUITY
          --------------------------------
          Policy liabilities and accruals: 
             Loss and loss adjustment      
               expenses . . . . . . . . .  $    3,307,390 $   3,220,457 
             Unearned premiums  . . . . .       3,907,269     3,749,945 
          Ceded reinsurance payable . . .         110,353     1,114,267 
          Accounts payable and other       
             liabilities  . . . . . . . .         655,957       580,564 
          Long-term debt:                  
             Nonaffiliate   . . . . . . .       1,318,709     1,330,588 
             Affiliate  . . . . . . . . .       1,000,000     1,000,000 
                                            ----------------------------
             Total liabilities  . . . . .      10,299,678    10,995,821 
          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, 1999 and December 
               31, 1998 respectively  . .           5,763         5,763 
             Capital in excess of par      
               value  . . . . . . . . . .       7,212,941     7,212,941 
             Accumulated other             
               comprehensive losses . . .        (318,802)     (190,929)
             Accumulated deficit  . . . .      (1,167,444)   (1,414,826)
                                            ----------------------------
                                                5,732,458      5,612,949
             Less treasury stock, at cost, 
               318,112 shares at March 31, 
               1999 and December 31, 1998        (263,719)     (263,719)
                                            ----------------------------
             Total stockholders' equity         5,468,739     5,349,230 
                                            ----------------------------
                                           $   15,768,417 $  16,345,051 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                            Three Months Ended March 31,
                                           -----------------------------
                                                1999           1998
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
                                           
          REVENUES:                        
                                           
             Direct premiums earned   . .  $    2,302,022 $   1,802,610 
             Reinsurance premiums assumed         417,406       383,390 
             Less reinsurance ceded   . .        (560,181)     (447,542)
                                            ----------------------------
             Net premium income   . . . .       2,159,247     1,738,458 
                                           
             Net investment income  . . .          88,249        97,993 
             Net realized investment       
               gains  . . . . . . . . . .           9,949        66,177 
             Other income:                 
               Affiliates . . . . . . . .               -        51,380 
               Nonaffiliates  . . . . . .         327,372       336,069 
                                            ----------------------------
                                                2,584,817     2,290,077 
          Benefits and expenses:           
             Losses and loss adjustment    
               expenses . . . . . . . . .         476,710       352,420 
             Amortization of deferred      
               policy acquisition costs           765,586       528,035 
             Operating expenses   . . . .         972,972     1,059,224 
             Interest expense   . . . . .          53,917        29,906 
                                            ----------------------------
                                                2,269,185     1,969,585 
                                            ----------------------------
          Income (loss) before income      
             taxes  . . . . . . . . . . .         315,632       320,492 
          Income taxes (benefit)  . . . .          68,250             - 
                                            ----------------------------
          Net income (loss) . . . . . . .  $      247,382 $     320,492 
                                            ============================
          Weighted average number of       
             shares   . . . . . . . . . .       5,447,966     5,449,458 
                                            ============================
          Net income (loss) per share . .  $          .05 $         .06 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                            Three Months Ended March 31,
                                           -----------------------------
                                                1999           1998
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
          Operating activities:            
          Net income (loss) . . . . . . .  $      247,382 $     320,492 
          Adjustments to reconcile net     
             income (loss) to net cash
             (used in) provided by
             operating activities:
               Amortization/accretion of   
                 investment premiums and   
                 discounts  . . . . . . .             421          (269)
             Policy acquisition costs      
               amortized  . . . . . . . .        (765,586)     (528,035)
             Policy acquisition costs      
               deferred . . . . . . . . .         733,732       347,084 
             Depreciation and amortization         49,303        66,027 
             Net realized (gain) on sales  
               of investments . . . . . .          (9,949)      (66,177)
             Accrued interest on term      
               notes, net . . . . . . . .               -        29,906 
             (Increase) decrease in:                      
               Accrued investment income           (5,557)       11,664 
               Reinsurance recoverable  .        (754,430)      385,941 
               Trade receivables  . . . .         124,759       217,396 
               Income tax recoverable . .          68,250             - 
               Other assets . . . . . . .            (637)       (6,800)
             Increase (decrease) in:       
               Policy liabilities and      
                 accruals . . . . . . . .         244,257        229,263
               Ceded reinsurance payable       (1,003,914)     (559,916)
               Accounts payable and other  
                 liabilities  . . . . . .          75,393        54,780 
                                            ----------------------------
          Net cash (used in) provided by   
             operating activities   . . .        (996,576)      501,356 
                                           

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                            Three Months Ended March 31,
                                           -----------------------------
                                                1999           1998
                                           -------------- --------------
                                             (Unaudited)    (Unaudited)
          Investing activities:            
          Securities available-for-sale :  
             Sales - fixed maturities   .         511,262       725,000 
             Purchases - equities   . . .          36,354    (1,239,600)
             Sales - equities   . . . . .               -     1,248,715 
          Proceeds from sales and          
           maturities of investments  . .             277            86 
          Net advances to (from)           
           affiliates   . . . . . . . . .          87,139       176,143 
                                            ----------------------------
          Net cash provided by investing   
           activities   . . . . . . . . .         635,032       910,344 
          Financing activities:            
          Payments on short-term           
           borrowings and long-term        
           debt   . . . . . . . . . . . .         (11,879)      (77,815)
                                            ----------------------------
          Net cash (used in) financing     
           activities   . . . . . . . . .         (11,879)      (77,815)
                                            ----------------------------
          Increase (decrease) in cash and  
           cash equivalents   . . . . . .        (373,423)    1,333,885 
          Cash and cash equivalents,       
           beginning of period  . . . . .       4,202,351     2,127,523 
                                            ----------------------------
          Cash and cash equivalents, end   
           of period  . . . . . . . . . .  $    3,828,928 $   3,461,408 
                                            ============================

              See notes to condensed consolidated financial statements.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                    MARCH 31, 1999

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

               Organization  -  Cumberland  Technologies,  Inc.  ( CTI   or
                Cumberland ), (f/k/a  Cumberland Holdings, Inc.)  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 wholly-owned
               subsidiaries, Cumberland Casualty  & Surety Company  ( CCS )
               and  Surety  Specialists, Inc.  ( SSI )  to  CTI.   KC  then
               distributed to  its stockholders  CTI's common stock  on the
               basis  of one  share of  common stock  of CTI for  each five
               shares of KC  common stock  and Class B  common stock  owned
               (the  Distribution ).  Cumberland Technologies,  Inc., ( the
               Company )  is   a  holding   company  engaged   through  its
               subsidiaries, Cumberland Casualty  & Surety Company ( CCS ),
               Surety  Specialists, Inc.  ( SSI ), The  Surety Group,  Inc.
               ( SG ), Associates Acquisition Corp. d/b/a Surety Associates
               ( SA ) and  Qualex Consulting Group, Inc.  ( Qualex ) in the
               delivery  of  speciality  surety  and   insurance  services.
               Surety  services  include  underwriting  surety  bonds on  a
               direct  and   assumed  basis,  surety  consulting   and  the
               development of surety software.  Insurance services  include
               the underwriting of speciality and other liability insurance
               products.   In addition,  the Company conducts  its business
               through  a number  of  independent agencies  which focus  on
               selling   and  delivering   surety  insurance   products  to
               consumers.    Traditionally,  this  segment  of  the  surety
               industry has  delivered its  products through  an antiquated
               manual   process.     Because  of   this  need   to  advance
               technologically,  the Company  developed a  software product
               called  Bond-Pro .   This  patented  surety issuance  system
               increases  the  speed  that  surety   agents  deliver  their
               products  to  the  customer  and  financially  report  those
               transactions to the carrier, while reducing operating costs.
               The  Company s   business  strategy   is  to   continue  the
               underwriting focus of each of its operating subsidiaries and
               to achieve  growth through  the expanded licensing  of Bond-
               Pro .

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





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


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

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

               Reclassifications -   Certain amounts in  the 1998 financial
               statements  have been  reclassified to  conform to  the 1999
               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 months  ended March 31,
               1999  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.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


          3.   Investments
               -----------

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

                                                       Twelve Months
                                       Three Months    Ended
                                       Ended           December 31,
                                       March 31, 1999  1998
                                       --------------  --------------

                Fixed maturities  . .  $      11,185   $      31,983 

                Equities  . . . . . .       (329,987)       (222,912)
                                       --------------  --------------
                 Total change in       
                   unrealized          
                   appreciation   . .  $    (318,802)  $    (190,929)
                                       ==============  ==============


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

               The  Company s provision  for income  taxes for  the quarter
               ended  March 31,  1999 has  an effective  rate of  22% after
               utilization of the Company s net operating loss carryforward
               of approximately $227,908.   The Company elected not  to set
               up a provision for income taxes for the quarter ending March
               31, 1998  due  to its  net  operating loss  carryforward  of
               approximately $841,568.

          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, 1998, no  amounts could be paid  by CCS to  CTI
               under the terms of the debenture.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


          5.   Term Note Due Affiliate (continued
               ----------------------------------

               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).

          6.   Notes Payable
               -------------
          
               Affiliate
               ---------

               Effective  November 10,  1998,  Cumberland  entered  into  a
               $1,000,000  convertible term  note  agreement with  TransCor
               Waste  Services, Inc., a subsidiary of KC.   The note is due
               November 10, 2001 and bears interest at 10%.  The lender may
               convert  the  principal  amount of  the  note  or  a portion
               thereof into a common stock at $3.00 per share subsequent to
               a six-month anniversary and prior to the maturity date.

               Nonaffiliate
               ------------

               In  connection  with  the acquisition  of  certain  agencies
               during 1995, 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 9%.  Principal and interest payments at 9%
               of $11,104 are due monthly beginning April 1, 1997.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


          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
               $360,232 at March 31, 1999 and $74,157 at December 31, 1998.
               Statutory surplus (shareholders' equity) of these operations
               was  $4,892,105 and  $4,843,478  as of  March  31, 1999  and
               December 31, 1998, 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)


          12.  Comprehensive Income (continued)
               --------------------------------
                      Consolidated Statements of Comprehensive Income
                                        (Unaudited)
                     ------------------------------------------------

                                               Three Months Ended March 31
                                              ----------------------------

                                                       1999           1998
                                              -------------  -------------
                Net income  . . . . . . . .   $    247,382   $    320,493 

                Change in unrealized          
                 (depreciation)               
                 appreciation   . . . . . .       (127,873)        27,755 
                                              -------------  -------------

                Comprehensive income  . . .   $    119,509   $    348,248 
                                              =============  =============

          13.  Year 2000
               ---------
          
               The  Company has  employed consultants  to address  its Year
               2000  issues   in  conjunction   with   the  Company s   own
               information technology  staff.  Excluding the  costs for the
               Company s  own information  technology personnel,  the total
               cost of compliance is  expected to be approximately $100,000
               (of  which $41,000  including equipment  upgrades will  be a
               capital expenditure).  All  costs (except capital) have been
               and will be expensed as incurred and will be funded from the
               normal operating cash flows.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


          13.  Year 2000 (continued)
               ---------------------

               The Company has developed an in-house surety  administrative
               system   Bond-Pro .    Bond-Pro   is an  agency surety  bond
               administration    system    that   issues    bonds,   tracks
               underwriting,   and  accounting   and  reporting   from  its
               database.  Bond-Pro  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.

               Excluding any possible catastrophic  events such as the loss
               of   utilities  or  banking,   financial  or  communications
               services, the  potential risks known to the  Company at this
               time are primarily limited  to delays, disruptions or losses
               resulting  from  information  bottlenecks  and  the  lack of
               computer processing power.  In order to mitigate the risk to
               the greatest  extent possible, the Company  will be prepared
               to  track  mission-critical  information  manually.     Such
               information   includes   tracking   premium    income,   and
               receivables and  recording payments received  from agencies.
               The  Company   believes  its   current  workforce   and  the
               employment  pool  available  in  the  area  is  sufficiently
               skilled to  accommodate such  a demand.    The Company  will
               continue  to evaluate its contingency planning activities as
               more information becomes available.  At this time, the total
               cost  of the  risks is  not anticipated  to have  a material
               adverse  effect  on  the  business,  financial condition  or
               results of operations of the Company.

          14.  Subsequent Events
               -----------------

               On  February  1,  1999,  the Company  filed  a  Registration
               Statement on Form  S-8 to register  400,000 shares of  stock
               available to participants of the 1991 Stock Option Plan.<PAGE>





                            CUMBERLAND TECHNOLOGIES, INC.

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


          Forward-looking Statement Disclosure
          ------------------------------------

          This  report contains  certain forward-looking  statements within
          the  meaning  of  the  Private  Litigation  Reform  Act  of 1995.
          Forward-looking statements  are statements other  than historical
          information or  statements of current  condition.  Words  such as
          experts,   anticipates,  intends,   plans,  believes,   seeks  or
          estimates, or  variations of such words,  and similar expressions
          are   also  intended  to   identify  forward-looking  statements.
          Examples of these  forward-looking statements include  statements
          concerning the  effects of competition on  premiums and revenues,
          expectations regarding Year 2000 issues and the Company s efforts
          to address them.

          All  statements,  other  than  statements  of  historical  facts,
          included or incorporated  by reference  in this  Form 10-Q  which
          address  activities, events  or  developments which  the  Company
          expects or anticipates will or may occur in the future, including
          statements  regarding the Company s competitive position, changes
          in  business strategy  or plans,  the availability  and price  of
          reinsurance, the  Company s ability  to pass on  price increases,
          plans to  install the Bond-Pro  program  in independent insurance
          agencies,  the  impact  of  insurance laws  and  regulation,  the
          availability of financing, reliance on-key  management personnel,
          ability to  manage growth,  the Company s  expectations regarding
          the  adequacy of  current financing arrangements,  product demand
          and market  growth, and  other statements regarding  future plans
          and strategies,  anticipated events or trends similar expressions
          concerning  matters that  are not  historical facts  are forward-
          looking  statements.    These  statements are  based  on  certain
          assumptions  and analysis  made by  the Company  in light  of its
          experience  and  its  perception of  historical  trends,  current
          conditions and expected future developments as well as factors it
          believes are appropriate in  the circumstances.  However, whether
          actual results  and developments will conform  with the Company s
          expectations  and predictions is subject to a number of risks and
          uncertainties  which   could  cause  actual  results   to  differ
          significantly  and  materially from  past  results  and from  the
          Company s  expectations.   The Company  assumes no  obligation to
          update publicly any such forward-looking statements, whether as a
          result of new information, future events or otherwise.<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   $14,700,000  at   March 31,  1999,
          respectively. Therefore,  based  upon statutory  guidelines,  the
          Company   could   increase  earned   premiums   by  approximately
          $7,200,000 in 1999 in addition to the amount earned in  1998. 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, 1999, the Company s $15,768,417 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), 35 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)  provided by  operating activities  was
          ($996,576) and $501,356 for the three months ended March 31, 1999
          and  1998,  respectively.   In 1999  the  cash used  in operating
          activities was primarily attributable to a  net decrease in ceded
          reinsurance payable.  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.

               Net cash  provided by investing activities  was $635,032 and
          $910,344 for the  three months  ended March 31,  1999, and  1998,
          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 THREE MONTHS ENDED MARCH 31, 1999 AND 1998
               --------------------------------------------------------

               During  the three months  ended March 31,  1999, net premium
          income totaled $2,159,247 representing  an increase of 24 percent
          from that of the same period in 1998 ($1,738,458).   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  1999 as  compared to the  same period
          during  1998,  direct  premiums  increased  $425,484  (22%);  net
          assumed  premiums decreased  $143,932  (21%)  and ceded  premiums
          increased  $134,868 (28%).   The Company  did not  record pooling
          agreement assumption premiums for the first quarter of 1999 which
          accounts for  the decrease in  assumed premiums.   Ceded premiums
          increase as the volume of direct premiums increase based on their
          relationship under the Company s reinsurance treaties.

               Net investment  income  for the  first  quarter of  1999  as
          compared to the  same period during  1998 reflect no  significant
          changes.  Net realized gains during 1998 were $56,228 higher than
          realized  gains  for  the same  period  of  1999.   Other  income
          decreased by $60,076 during  the first three months of  1999 when
          compared  to 1998.  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,  1999  and 1998,
          benefits and claims expenses increased to $476,710 from $352,420.
          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
          $124,290 is consistent  with the flow of  premiums when comparing
          the first quarter of 1999 to the same period of 1998.

               During  the   three  months   ended  March  31,   1999,  the
          amortization  of deferred  policy acquisition  costs increase  is
          attributed to the increase in premiums written and earned.

               Operating expenses decreased by $87,844 or 9% for the  three
          months ended March  31, 1999  when compared to  the three  months
          ended March 31,  1998.  The decrease is attributed  to a decrease
          in salary and payroll expenses, consulting fees, travel and other
          general expenses and is partially offset by an increase in taxes,
          license and fees.

               The increase  in interest expense  in 1999 is  attributed to
          the interest  on  the note  payable  to affiliate  of  $1,000,000<PAGE>





          executed in the fourth quarter of 1998.<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 17, 1999              By: /s/ Joseph M. Williams
           ------------------------------  ------------------------------
                                           Joseph M. Williams
                                           President and
                                           Chief Executive Officer
                                           (Principle Executive Officer)

           Date: May 17, 1999              By: /s/ Carol S. Black
           ------------------------------  ------------------------------
                                           Carol S. Black
                                           Secretary and
                                           Chief Financial Officer
                                           (Principle Accounting and
                                           Financial Officer)<PAGE>
<PAGE>