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

For the quarterly period ended: December 31, 1998               

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:  (408) 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:
February 3, 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
              December 31, 1998 (unaudited)
              and June 30, 1998                        Page 3
            Statements of Operations
              Three months and six months ended
              December 31, 1998 and 1997 (unaudited)   Page 5
            Statements of Cash Flows
              Six months ended December 31,
              1998 and 1997 (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 10
SIGNATURES                                             Page 11

EXHIBITS:  Exhibit 27 - Financial Data Schedule

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

                               ASSETS

                                     December 31,       June 30,
                                        1998             1998
                                     (unaudited)
                           ______________________________________
<S>                                     <C>             <C>
CURRENT ASSETS
  Cash                                   10,322          23,952
  Receivables, net of allowance for
    doubtful accounts                   579,658          52,615
  Inventory
    Costs & estimated earnings on
      long-term contracts               138,000         359,580
    Work-in-process                      37,861          64,874
    Computer parts                      129,401          58,823
  Prepaid expenses                        5,461           5,461
                                        _______         _______
        Total current assets            900,703         565,305 

FURNITURE AND EQUIPMENT, net of
  $77,806 and $76,596 of
  accumulated depreciation               26,743          27,954 

PROTOTYPE EQUIPMENT, net of
  $140,021 and $126,177 of
  accumulated depreciation               26,880          39,343

Deposits                                  3,774           3,774
                                        _______         _______
                                        958,100         636,376

                         Page 3 of 11
<PAGE>

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

                                       December 31,     June 30,
                                          1998           1998
                                       (unaudited)
                                ________________________________

CURRENT LIABILITIES
  Deposits                                   80              --
  Note payable                          650,000         467,500
  Accounts Payable                      143,522         145,138
  Accrued Liabilities                   250,529          75,226
  Payables - officers/directors         164,439         188,688
  Current portion of capitalized
    lease obligation                      6,144           5,768
  Deferred Revenue/LT Contracts              --          29 642
                                        _______         _______
    Total current liabilities         1,214,714         911,962 

Capitalized lease obligation              3,674           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                (2,154,047)     (2,166,234)
                                      _________       _________
    Total stockholders' equity         (260,288)       (282,475)
                                      _________       _________
                                        958,100         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    Six Months Ended
                             December 31          December 31
                          1998       1997      1998       1997
                      ___________________________________________
                      <C>        <C>        <C>        <C>

Revenues
  Sales                 303,590    164,233    641,837    254,224

Costs and expenses            
  Cost of sales         190,197     71,260    351,117    112,571
  Marketing              52,465     29,953     97,765     73,722
  Research and
    development          12,234     23,394     35,236     72,723
  General and
    administrative       53,609     73,538    145,532    133,587
                        _______    _______    _______    _______
                        308,505    198,145    629,650    392,603

Net income (loss)        (4,915)   (33,912)    12,187   (138,379)

Net income (loss)
  per common share         ( --)      (.03)       .01       (.13)
               
Weighted average
  common shares       1,321,237  1,066,237  1,321,237  1,066,237

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

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

                                     Six Months Ended December 31
                                            1998          1997
                                     ____________________________
<S>                                        <C>         <C>
Cash flows from operating activities:
  Net income <loss>                          12,187    (138,379)
  Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:                 
      Depreciation and amortization          15,054      15,054
      (Increase) decrease in receivables   (527,043)    (21,076)
      (Increase) decrease in costs and
        estimated earnings on long-term
        contracts                           221,580     141,103
      (Increase) decrease in inventories    (43,565)       (518)
      (Increase) decrease in prepaid
        expenses/deposits                        --       4,000 
      Increase (decrease) in accounts
        payable                              (1,616)        (29)
      Increase (decrease) in accrued
        liabilities and customer deposits   175,383      (1,809)
      Increase (decrease) in payables--
        officers/directors                  (24,249)     37,123
      Increase (decrease) in deferred
        revenue                             (29,642)     22,521
                                            ________    ________
           Net cash provided by (used in)
           operating activities            (201,911)     57,990 
 
Cash flows from investing activities
  Acquisition of furniture & equipment         (213)       (533)
  Acquisition of prototype equipment         (1,167)       (337)
                                            ________    ________
           Net cash used in investing
           activities                        (1,380)       (870)
                                            ________    ________
    
Cash flows from financing activities
  Proceeds from line of credit              182,500      50,000
  Payments on line of credit                     --    (143,400)
  Payments on capital lease                  (2,839)     (5,272)
  Proceeds from stock sale                   10,000            
                                            ________   _________
           Net cash used in financing
           activities:                      189,661     (98,672) 


                         Page 6 of 11
<PAGE>


Net increase (decrease) in cash and
  cash equivalents                          (13,630)    (41,552) 

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

Cash and cash equivalents at end of
  period                                     10,322      43,540 

Supplemental disclosures of cash flow
  information
Cash paid during the period for
  interest                                   54,791      10,280   

<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 December 31, 1998 and 1997 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 $(4,915) on net
sales of $303,590 for the second quarter of fiscal year 1999, and
a cumulative net profit of $12,187 on net sales of $641,837 for
the six months ended December 31, 1998.  The first six months of
fiscal year 1999 continued to be impacted adversely by
significant cash constraints while near term revenues and
profitability have been favorably impacted by a significant South
American project.

The Company has a backlog in excess of $235,000 as of January 31,
1999, most of which is deliverable during the next six months.
Management remains encouraged that the fiscal year 1999 profit
performance will continue near breakeven during the second half
of the year.


FINANCIAL CONDITION

At December 31, 1998, the Company had a working capital deficit
of $(314,011) as compared to a working capital deficit of
($195,506) at December 31, 1997.

Systems West, Inc. currently has an outstanding line of credit
financing of $650,000.  This line of credit and the Company's
existing working capital is supporting its short term operating
requirements.  Ongoing working capital is supplemented
periodically by export loans guaranteed by the California Export
Finance Office on international business.



                         Page 9 of 11
<PAGE>
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.


                    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)


                      2/13/99     Kenneth W. Ruggles
                      (Date)          (Signature)

                      2/13/99     Douglas S. Timms
                      (Date)          (Signature)


                         Page 11 of 11