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

For the quarterly period ended: December 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:
February 4, 2000:    1,386,237

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, 1999 (unaudited)
              and June 30, 1999                        Page 3
            Statements of Operations
              Three months and six months ended
              December 31, 1999 and 1998 (unaudited)   Page 5
            Statements of Cash Flows
              Six months ended December 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 10
SIGNATURES                                             Page 11

EXHIBITS:  Exhibit 27 - Financial Data Schedule

                         Page 2 of 11
<PAGE>


<TABLE>
<CAPTION>
                           BALANCE SHEETS

                               ASSETS

                                     December 31,       June 30,
                                        1999             1999
                                     (unaudited)
                           ______________________________________
<S>                                     <C>             <C>
CURRENT ASSETS
  Cash                                    7,378           1,200
  Receivables, net of allowance for
    doubtful accounts                    61,161         160,402
  Inventory
    Costs & estimated earnings on
      long-term contracts                    --              --
    Work-in-process                       8,802          42,987
    Computer parts                       70,957          43,477
  Prepaid expenses                        5,664           3,201
                                        _______         _______
        Total current assets            153,962         251,267

FURNITURE AND EQUIPMENT, net of
  $86,150 and $81,978 of
  accumulated depreciation               19,874          22,571

PROTOTYPE EQUIPMENT, net of
  $161,785 and $150,903 of
  accumulated depreciation                5,116          15,998

Deposits                                  3,774           3,774
                                        _______         _______
                                        182,726         293,610

                         Page 3 of 11
<PAGE>


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

                                       December 31,    June 30,
                                          1999          1999
                                       (unaudited)
                                ________________________________

CURRENT LIABILITIES
  Deposits                                   80              --
  Note payable                          108,871         209,514
  Accounts Payable                      137,308         134,793
  Accrued Liabilities                   121,023         187,489
  Payables - officers/directors          54,610          34,354
  Current portion of capitalized
    lease obligation                      1,027           1,977
  Deferred Revenue/LT Contracts              --              --
                                        _______         _______
    Total current liabilities           422,919         568,127

Capitalized lease obligation              5,328           4,411

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,
    1,386,237 shares issued and
    outstanding                       1,745,016       1,745,016
  Additional paid-in capital            324,842         324,842
  Accumulated deficit                (2,315,387)     (2,348,794)
                                      _________       _________
    Total stockholders' equity         (245,521)      (278,928)
                                      _________       _________
                                        182,726         293,610
<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
                          1999       1998      1999       1998
                      ___________________________________________
                      <C>        <C>        <C>        <C>

Revenues
  Sales                 180,283    303,590    370,584    641,837

Costs and expenses
  Cost of sales          78,838    190,197    172,840    351,117
  Marketing              28,086     52,465     51,024     97,765
  Research and
    development              --     12,234      6,080     35,236
  General and
    administrative       54,703     53,609    107,234    145,532
                        _______    _______    _______    _______
                        161,627    308,505    337,178    629,650

Net income (loss)        18,656     (4,915)    33,406     12,187

Net income (loss)
  per common share          .02       ( --)       .03        .01

Weighted average
  common shares       1,386,237  1,321,237  1,386,237  1,321,237

<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
                                            1999          1998
                                     ____________________________
<S>                                        <C>         <C>
Cash flows from operating activities:
  Net income <loss>                          33,406      12,187
  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     99,241    (527,043)
      (Increase) decrease in costs and
        estimated earnings on long-term
        contracts                                --     221,580
      (Increase) decrease in inventories      6,705     (43,565)
      (Increase) decrease in prepaid
        expenses/deposits                    (2,463)         --
      Increase (decrease) in accounts
        payable                              57,125      (1,616)
      Increase (decrease) in accrued
        liabilities and customer deposits   (66,466)    175,383
      Increase (decrease) in payables--
        officers/directors                  (34,354)    (24,249)
      Increase (decrease) in deferred
        revenue                                  --     (29,642)
                                            ________    ________
           Net cash provided by (used in)
           operating activities             108,248    (201,911)

Cash flows from investing activities
  Acquisition of furniture & equipment           --        (213)
  Acquisition of prototype equipment             --      (1,167)
                                            ________    ________
           Net cash used in investing
           activities                            --      (1,380)
                                            ________    ________

Cash flows from financing activities
  Proceeds from line of credit              169,999     182,500
  Payments on line of credit               (329,352)         --
  Payments on capital lease                    (644)     (2,839)
  Proceeds from stock sale                       --      10,000
                                            ________   _________
           Net cash used in financing
           activities:                     (159,997)    189,661


                         Page 6 of 11
<PAGE>



Net increase (decrease) in cash and
  cash equivalents                            6,178     (13,630)

Cash and cash equivalents at beginning
  of period                                   1,200      23,952
                                            _______     _______

Cash and cash equivalents at end of
  period                                      7,378      10,322

Supplemental disclosures of cash flow
  information
Cash paid during the period for
  interest                                    7,023      54,791

<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, 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, 1999 includes audited financial statements as of June 30,
1999 and 1998, 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 income of $18,656 on net
sales of $180,283 for the second quarter of fiscal year 2000, and
a cumulative net profit of $33,406 on net sales of $370,584 for
the six months ended December 31, 1999.  Although revenues for
the Company continue to be weak, the corporate-wide restructuring
initiated at fiscal year end June 30, 1999 has materially reduced
operating expenses and facilitated a profitable quarter.
Ongoing, the Company expects to operate at modest revenue levels
reflective of its existing back orders, support current business
commitments and aggressively pursue additional capital in order
to return Systems West to more active operating levels,
particularly in sales and marketing.

The Company's back orders at December 31, 1999 approximate
$75,000 representing South American and Pacific Rim projects
deliverable in the third quarter.

FINANCIAL CONDITION

At December 31, 1999, the Company had a working capital deficit
of $(268,957) compared to a working capital deficit of
($314,011) at December 31, 1998.

The current working capital requirements are supplemented by
export loans guaranteed by the Small Business Administration and
a $50,000 subordinated two year, 8% interest note convertible at
$.50 per share from a private investor.  However, the Company
continues to be severely constrained by shortfalls in working
capital needed to support normal levels of operating activities.

In addition to the borrowings mentioned above, the Company
continues to solicit investors and/or strategic partners to
enable it to capitalize on its core technology opportunities in
the significant global market.  To date, definitive investment or
other opportunities have yet to materialize.

The Board and management have serious doubts concerning the
Company's ability to sustain successful operations and return the
operation to annual profitability without a material capital
infusion.



                         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)


                      2/11/00     Kenneth W. Ruggles
                      (Date)          (Signature)

                      2/11/00     Douglas S. Timms
                      (Date)          (Signature)


                         Page 11 of 11