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

For the quarterly period ended:  September 30, 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:
November 6, 1998:    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
              September 30, 1998 (unaudited)
              and June 30, 1998                        Page 3
            Statements of Operations
              Three months ended September 30,
              1998 and 1997 (unaudited)                Page 5
            Statements of Cash Flows
              Three months ended September 30,
              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

                                    September 30,      June 30,
                                        1998             1998
                                     (unaudited)
                           ______________________________________
<S>                                     <C>             <C>
CURRENT ASSETS
  Cash                                   12,534          23,952
  Receivables, net of allowance for
    doubtful accounts                    58,104          52,615
  Inventory
    Costs & estimated earnings on
      long-term contracts               542,960         359,580
    Work-in-process                       3,911          64,874
    Computer parts                      119,017          58,823
  Prepaid expenses                        5,144           5,461
                                        -------         -------
        Total current assets            741,670         565,305 

FURNITURE AND EQUIPMENT, net of
  75,720 and 76,596 of
  accumulated depreciation               28,830          27,954 

PROTOTYPE EQUIPMENT, net of
  134,580 and 126,177 of
  accumulated depreciation               31,153          39,343

Deposits                                  3,774           3,774
                                        -------         -------
                                        805,427         636,376
                                        =======         ======= 
  
                         Page 3 of 11
<PAGE>

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

                                      September 30,     June 30,
                                          1998           1998
                                       (unaudited)
                                ________________________________

CURRENT LIABILITIES
  Note payable                          650,000         467,500
  Accounts Payable                      142,488         145,138
  Accrued Liabilities                    92,622         104,868
  Payables - officers/directors         164,439         188,688
  Current portion of capitalized
    lease obligation                      6,144           5,768
                                        -------         -------
    Total current liabilities         1,055,693         911,962 

Capitalized lease obligation              5,107           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                (2,149,132)     (2,166,234)
                                      ---------       ---------
    Total stockholders' equity         (255,373)       (282,475)
                                      ---------       ---------
                                        805,427         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
                                             September 30
                                       1998                1997
                                    _____________________________
<S>                                 <C>                <C>

Revenues
  Sales                               338,247             89,991  

Costs and expenses
  Cost of sales                       160,920             41,311
  Marketing                            45,300             43,769
  Research and development             23,002             49,329
  General and administrative           91,923             60,049
                                      -------            -------
                                      321,145            194,458
                                      -------            -------
Net income (loss)                      17,102           (104,467)
                                      =======            =======
Net income (loss) per common share        .02              (.098)
               
Weighted average common shares      1,091,000          1,066,237

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

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

                                  Three Months Ended September 30
                                            1998          1997
                                     ____________________________
<S>                                        <C>          <C>
Cash flows from operating activities:
  Net income <loss>                          17,102     (104,467)
  Adjustments to reconcile net income
    to net cash provided by (used in)
    operating activities:                 
      Depreciation and amortization           7,527        7,527
      (Increase) decrease in receivables     (5,489)      (5,591)
      (Increase) decrease in costs and
        estimated earnings on long-term
        contracts                          (183,380)     (49,404)
      (Increase) decrease in inventories        769          444
      (Increase) decrease in prepaid
        expenses/deposits                       317           --
        Increase (decrease) in accounts
        payable                              (2,650)      (6,692)
      Increase (decrease) in accrued
        liabilities and customer deposits   (12,246)       6,732
      Increase (decrease) in payables--
        officers/directors                  (24,249)      18,750
      Increase (decrease) in deferred
        revenue                                  --           --
                                            -------      -------
           Net cash provided by (used in)
           operating activities            (202,299)    (132,701)
 
 
Cash flows from investing activities
  Acquisition of prototype equipment           (213)         (40)
  Decrease in other assets                       --        4,000
                                            -------      -------
           Net cash used in investing
           activities                          (213)       3,960
                                            -------      -------
Cash flows from financing activities
  Increase on line of credit                182,500       56,000
  Payments on capital lease                  (1,406)      (3,207)
  Investment in Common Stock                 10,000           --
                                            -------      -------
           Net cash used in financing
           activities:                      191,094       52,793
                                            -------      -------

                         Page 6 of 11
<PAGE>


Net increase (decrease) in cash and
  cash equivalents                         (11,418)      (75,948)

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

Cash and cash equivalents at end of
  period                                    12,534         9,144
                                           =======       =======

Supplemental disclosures of cash flow
  information
Cash paid during the period for
  interest                                  35,996         6,088  

<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 September 30, 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. recorded a net income of $17,102 on net
revenue of $338,247 for the quarter ended September 30, 1998 as
compared to a net loss of $104,467 on net revenue of $89,991 for
the comparable quarter of the previous year.  In the fiscal
quarter ending March 31, 1998 the Company commenced work on a
major South American project with total contracted revenue
exceeding $1.1 million.  A significant part of the revenue
recorded in fiscal quarter one (1) 1999, was derived from this
Contract.  As was previously reported, the softness in the
Japanese, Asian and South American financial sectors is still
adversely affecting the award of several major contracts.  As a
result, management has significantly reduced its headcount and
operating expenses in this first quarter.  The backlog at
September 30, 1998 of $369,000 is primarily the unrecognized
revenue on the South American project.


FINANCIAL CONDITION

At September 30, 1998, the Company had a net working capital
deficit of $149,267 as compared to a working capital deficit of
$169,592 at September 30, 1997.  The Company continues to be
constrained by a shortage of working capital.  This seriously
hampers the marketing and engineering development work required
to capitalize on the existing worldwide market opportunities.
Project working capital requirements are supplemented by export
loans guaranteed by the California Export Finance Office.  At
September 30, 1998, the Company has borrowed $650,000 under this
program in order to fund the South American project.

Systems West continues to solicit investors and strategic
partners, although no definitive investment opportunities have
materialized as of this report.



                         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)


                     11/9/98    Kenneth W. Ruggles
                      (Date)          (Signature)

                     11/9/98     Douglas S. Timms
                      (Date)          (Signature)


                         Page 11 of 11