Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934.

For the quarterly period ended:  March 31, 1999

Commission file number:  33-15682-LA

Exact name of small business issuer as specified in its charter:
Systems West, Inc.

State or other jurisdiction of incorporation or organization:
Colorado

IRS Employer Identification No.:  94-3026545

Address of principal executive offices:
3239 Imjin Road, Marina, CA 93933

Issuer's telephone number:  (831) 582-1050

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
May 1, 1999:    1,321,237

This Form 10-QSB is not covered by an accountant's report.

                         Page 1 of 11
<PAGE>
INDEX
PART I.   FINANCIAL INFORMATION
Item 1.   Financial Statements
            Balance Sheets
              March 31, 1999 (unaudited)
              and June 30, 1998                        Page 3
            Statements of Operations
              Three months and nine months ended
              March 31, 1999 and 1998 (unaudited)      Page 5
            Statements of Cash Flows
              Nine months ended March 31,
              1999 and 1998 (unaudited)                Page 6
            Notes to Financial Statements
              (unaudited)                              Page 8
Item 2.   Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations                                   Page 9
PART II.  OTHER INFORMATION                            Page 9
SIGNATURES                                             Page 11

EXHIBITS:  Exhibit 27 - Financial Data Schedule

                         Page 2 of 11
<PAGE>
<TABLE>
<CAPTION>
                           BALANCE SHEETS

                               ASSETS

                                      March 31,        June 30,
                                        1999             1998
                                     (unaudited)
                           ______________________________________
<S>                                     <C>             <C>
CURRENT ASSETS
  Cash                                      198          23,952
  Receivables, net of allowance for
    doubtful accounts                   159,208          52,615
  Inventory
    Costs & estimated earnings on
      long-term contracts                    --         359,580
    Work-in-process                      12,878          64,874
    Computer parts                      128,507          58,823
  Prepaid expenses                        5,461           5,461
                                        _______         _______
        Total current assets            306,252         565,305

FURNITURE AND EQUIPMENT, net of
  $79,892 and $73,634 of
  accumulated depreciation               24,657          27,954

PROTOTYPE EQUIPMENT, net of
  $145,462 and $129,139 of
  accumulated depreciation               21,439          39,343

Deposits                                  3,774           3,774
                                        _______         _______
                                        356,122         636,376

                         Page 3 of 11
<PAGE>

<CAPTION>
                         BALANCE SHEETS (CONTINUED)
                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                        March 31,       June 30,
                                          1999           1998
                                       (unaudited)
                                ________________________________

CURRENT LIABILITIES
  Deposits                                   80              --
  Note payable                          224,253         467,500
  Accounts Payable                      149,577         145,138
  Accrued Liabilities                   189,581          75,226
  Payables - officers/directors         164,439         188,688
  Current portion of capitalized
    lease obligation                      5,847           5,768
  Deferred Revenue/LT Contracts              --          29,642
                                        _______         _______
    Total current liabilities           733,777         911,962

Capitalized lease obligation              3,721           6,889

STOCKHOLDERS' EQUITY
  Preferred stock, $.01 par value;
    1,000,000 shares authorized,
    Series A, 812.5 shares issued
    and outstanding (liquidation
    preference of $32,500)                    8               8
  Common stock, no par value;
    5,000,000 shares authorized,
    1,321,237 shares issued and
    outstanding                       1,733,316       1,723,316
  Additional paid-in capital            160,435         160,435
  Accumulated deficit                (2,275,135)     (2,166,234)
                                      _________       _________
    Total stockholders' equity         (381,376)       (282,475)
                                      _________       _________
                                        356,122         636,376
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                         Page 4 of 11
<PAGE>
<TABLE>
<CAPTION>
                     STATEMENTS OF OPERATIONS
                            (unaudited)



                         Three Months Ended   Nine Months Ended
                               March 31            March 31
                          1999       1998      1999       1998
                      ___________________________________________
                      <C>        <C>        <C>        <C>

Revenues
  Sales                  65,478    331,098    707,315    585,322

Costs and expenses
  Cost of sales          69,306    151,304    420,423    264,118
  Marketing              17,232     50,204    114,997    123,925
  Research and
    development           6,013     22,762     41,250     95,242
  General and
    administrative       94,015    103,695    239,547    237,282
                        _______    _______    _______    _______
                        186,566    327,965    816,217    720,567

Net income (loss)      (121,088)     3,133   (108,902)  (135,245)

Net income (loss)
  per common share         (.09)      .003       (.08)      (.12)

Weighted average
  common shares       1,321,237  1,166,237  1,321,237  1,166,237

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                         Page 5 of 11
<PAGE>
<TABLE>
<CAPTION>
                  STATEMENTS OF CASH FLOWS (unaudited)

                                       Nine Months Ended March 31
                                            1999          1998
                                     ____________________________
<S>                                        <C>         <C>
Cash flows from operating activities:
  Net income <loss>                        (108,902)   (135,245)
  Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:
      Depreciation and amortization          22,581      22,581
      (Increase) decrease in receivables   (106,593)   (145,047)
      (Increase) decrease in costs and
        estimated earnings on long-term
        contracts                           359,580       3,103
      (Increase) decrease in inventories    (17,688)     13,822
      (Increase) decrease in prepaid
        expenses/deposits                        --       4,000
      Increase (decrease) in accounts
        payable                               4,439     (29,319)
      Increase (decrease) in accrued
        liabilities and customer deposits   114,435       8,200
      Increase (decrease) in payables--
        officers/directors                  (24,249)     33,750
      Increase (decrease) in deferred
        revenue                             (29,642)     29,642
                                            ________    ________
           Net cash provided by (used in)
           operating activities             213,961    (194,513)
                                            ________    ________
Cash flows from investing activities
  Acquisition of furniture & equipment       (2,960)     (9,634)
  Acquisition of prototype equipment          1,581     (17,544)
                                            ________    ________
           Net cash used in investing
           activities                        (1,379)    (27,178)
                                            ________    ________

Cash flows from financing activities
  Proceeds from line of credit                   --     311,000
  Payments on line of credit               (243,247)   (143,400)
  Payments on capital lease                  (3,089)     (6,678)
  Common Stock Buyback/Issued                10,000      10,000
                                           _________   _________
           Net cash used in financing
           activities:                     (236,336)    170,922
                                           _________   _________

                         Page 6 of 11
<PAGE>


Net increase (decrease) in cash and
  cash equivalents                          (23,754)    (50,769)

Cash and cash equivalents at beginning
  of period                                  23,952      85,092
                                            _______     _______

Cash and cash equivalents at end of
  period                                        198      34,323
                                            _______     _______
Supplemental disclosures of cash flow
  information
Cash paid during the period for
  interest                                   66,397      13,641
                                            _______     _______
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                         Page 7 of 11
<PAGE>


                     NOTES TO FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION

The accompanying financial statements have been prepared by
the Company without audit.  In the opinion of management, the
accompanying unaudited financial statements contain all
adjustments (consisting of only normal recurring accruals)
necessary for a fair presentation of the Company's financial
position as at March 31, 1999 and 1998 and the results of its
operations, changes in its stockholders' equity and cash flows
for the respective periods then ended. Management has elected to
omit certain disclosure required by generally accepted accounting
principles.  The Company's Form 10-KSB for fiscal year ended June
30, 1998 includes audited financial statements as of June 30,
1998 and 1997, complete with the auditors' report and footnotes
to the financial statements, and should be read in conjunction
with this Form 10-QSB.

2.  STOCKHOLDERS' EQUITY

On May 25, 1993, the Company's shareholders approved a 1 for 400
reverse split of the Company's common stock and preferred stock,
and increased the authorized capital stock of the Company to
5,000,000 shares of no par value common stock and 1,000,000
shares of $.01 par value preferred stock.  Retroactive effect has
been given to all share and per share data in the accompanying
financial statements.

The Series A preferred stock has a $40.00 per share liquidation
preference and is convertible to common stock on an eighteen for
one basis at the option of the holders.  The preferred stock may
be redeemed at any time at $40.00 per share, at the election of
the Board of Directors of the Company.

The Company has authorized but unissued shares of preferred stock
which may be issued in such series and preferences as determined
by the Board of Directors.


                         Page 8 of 11
<PAGE>

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

RESULTS OF OPERATIONS

Systems West, Inc. posted a net (loss)of $(121,088) on net
revenue of $65,478 for the quarter ended March 31, 1999 as
compared to a net income of $3,133 on net revenue of $331,098 for
the comparable quarter of the previous year.  For the nine months
ended March 31, 1999, the Company reported a cumulative net
(loss) of $(108,902) on net revenue of $707,315 as compared to a
net (loss) of $(135,245) on net revenue of $585,322 for the nine
months ended March 31, 1998.

A major Brazilian customer has defaulted on payment against
delivery in excess of $180,000, which has created a crisis in the
Company by depleting its working capital and leaving the Company
with a related substantial debt which it cannot service.  The
Company has recorded a bad debt reserve of $40,000 in
consideration of this disputed receivable.

Dealing with the consequences of this default has consumed
management for the quarter.  Staff has been reduced to a bare
minimum to support current business commitments and maintain a
revenue stream to apply against current costs and outstanding
debt.  Within the capability of the Company, we are pursuing
negotiations with the customer to achieve payment of monies due,
however the outcome of such actions are presently unknown.

While the Company has future contracts for business, it is
questionable if the Company can accept these contracts and
perform the work without additional working capital.  Without
equity funding, the Company is in danger of ceasing operations.

FINANCIAL CONDITION

At March 31, 1999 the Company had a net working capital deficit
of $(427,525) as compared to a working capital deficit of
$(202,559) at March 31, 1998.

Systems West, Inc. has an outstanding line of credit of $209,514,
which becomes due and payable on July 31, 1999.  Until this is
paid, the Company's prospects for additional short-term working
capital are doubtful.

PART II. OTHER INFORMATION

No information is included in answer to Items 1, 2, 3, 4, 5 or 6
under Part II as the Items are either not applicable or, if
applicable, the answer is negative.


                         Page 9 of 11
<PAGE>



                    Forward-Looking Statements

The statements contained in this report which are not historical
in nature are forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934 and the Company intends that such
forward-looking statements be subject to the safe harbors for
such statements under such sections.  The forward-looking
statements herein are based on current expectations that involve
a number of risks and uncertainties.  Such forward-looking
statements are based on numerous assumptions, including, but not
limited to, the assumption that the Company can successfully
compete with larger, more established competitors; that the
market segments targeted by the Company will continue to grow;
that pricing and other competitive pressures worldwide on
significant projects will not cause margins to erode
significantly; that the Company will complete its major project
cost-effectively to budgetary expectations; and that currency
fluctuations worldwide will not cause adverse pricing pressures.

The foregoing assumptions are based on judgments with respect to,
among other things, future economic, competitive and market
conditions, and future business decisions, all of which are
difficult or impossible to predict accurately and many of which
are beyond the Company's control.  Accordingly, although the
Company believes that the assumptions underlying the forward-
looking statements are reasonable, any such assumption could
prove to be inaccurate and therefore there can be no assurance
that the results contemplated in forward-looking statements will
be realized.  The forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ
materially from those set forth in or implied by the forward-
looking statements, including, but not limited to, the risk that
competitive conditions in the industry will change adversely or
otherwise become more intense; that changes in technology or
customer preference could cause the growth rate in the markets
the Company serves to slow or halt; that demand for the Systems
West product line will slow; that worldwide pricing and other
competitive pressures could adversely affect the Company's
margins; or that currency fluctuations could result in
international pricing pressures or could reduce the value in U.S.
dollar terms of the Company's international sales.

                         Page 10 of 11

<PAGE>


                          SIGNATURES

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

                                  SYSTEMS WEST, INC.
                                     (Registrant)


                      5/10/99     Kenneth W. Ruggles
                      (Date)          (Signature)

                      5/10/99     Douglas S. Timms
                      (Date)          (Signature)


                         Page 11 of 11