U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-QSB

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended February 28, 1999

                     Commission File Number:

               Vacation Ownership Marketing, Inc.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)

            Deleware                          13-2648442
 ----------------------------    -------------------------------
(State of other jurisdiction of    (IRS Employer Identification No.)
incorporation or organization)


        444 Park Forest Way, Wellington, Florida 33414
   ----------------------------------------------------------
   (Address of principal executive offices including zip code)


                         (561) 798-4294
                   --------------------------
                   (Issuer's telephone number)


Check  whether  the issuer (1) filed all reports required  to  be
filed  by  Section  13 or 15(d) of the Exchange  Act  during  the
preceding  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             No___

As  of February 28, 1999, the Registrant had 5,879,502 shares  of
common stock, no par value per share, outstanding.

Transitional Small Business Disclosure Format (check one):
Yes__ No X

                              INDEX

                                           PAGE
                                         NUMBER

Part I.  Financial Information

Item I.  Financial Statements

Balance Sheets as of February 28,
1999 and May 31, 1998                         3

Statement of Operations, Three Months
Ended February 28, 1999 and 1998              4

Statement of Operations, Six Months
Ended February 28, 1999 and 1998              5

Statement of Cash Flows, Three Months
Ended February 28, 1999 and 1998              6

Statement of Cash Flows, Six Months
Ended February 28, 1999 and 1998              7

Notes to Financial Statements                 8

Item 2.  Management's Discussion and
Analysis of Financial Conditions
and Results of Operations                     9

Part II.  Other Information                  10




                                2

               Vacation Ownership Marketing, Inc.

                         BALANCE SHEETS
                           (Unaudited)

                             ASSETS

                               February 28                 May 31
                                      1999                   1998
                              ------------            -----------

Current Assets                 $         -             $        -
                               -----------             ----------

Total Assets                   $         -             $        -

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities            $         -             $        -
                               -----------             ----------
Total Liabilities                        -                      -
                               -----------             ----------

Stockholders'
Equity:
Common Stock, $.01
par value,
15,000,000 shares
authorized
5,879,502 shares
issued and
outstanding                         58,795                 58,795
Additional paid-in               2,007,488              2,007,488
capital
Accumulated                    (2,066,283)            (2,066,283)
(deficit)
                               -----------             ----------
Total Stockholders'                      -                      -
Equity
                               -----------             ----------

Total Liabilities              $         -             $        -
and Stockholders'
Equity




The accompanying notes are an integral part of the financial
statements.


                                3

               Vacation Ownership Marketing, Inc.

                     STATEMENT OF OPERATIONS
                           (Unaudited)

                                  Three Months Ended
                              February 28,           February 28,
                                      1999                   1998


Revenues                       $         -            $         -
                               -----------            -----------

Expenses:
Administrative and                       -                      -
other
                               -----------            -----------
Total Expenses                           -                      -
                               -----------            -----------

Net (Loss)                     $         -            $         -
                               -----------            -----------

Per Share                      $       nil            $       nil

Weighted Average
Number
of Shares                        5,879,502              5,879,502
Outstanding








The accompanying notes are an integral part of the financial
statements.


                                4

               Vacation Ownership Marketing, Inc.

                     STATEMENT OF OPERATIONS
                           (Unaudited)

                                   Six Months Ended
                              February 28,           February 28,
                                      1999                   1998


Revenues                       $         -            $         -
                               -----------            -----------

Expenses:
Administrative and                       -                      -
other
                               -----------            -----------
Total Expenses                           -                      -
                               -----------            -----------

Net (Loss)                     $         -            $         -
                               -----------            -----------

Per Share                      $       nil            $       nil

Weighted Average
Number
of Shares                        5,879,502              5,879,502
Outstanding





The accompanying notes are an integral part of the financial
statements.


                                5
               Vacation Ownership Marketing, Inc.

                     STATEMENT OF CASH FLOWS
                           (Unaudited)

                                  Three Months Ended
                              February 28,           February 28,
                                      1999                   1998

Cash Flows from
Operating
Activities:
Net (loss)                      $        -            $         -
                                ----------            -----------

Net Cash Provided By                     -                      -
Operating Activities
                                ----------            -----------

Cash Flows from
Investing
Activities:
                                ----------            -----------

Net Cash (Used in)                       -                      -
Investing Activities
                                ----------            -----------

Cash Flows from
Financing
Activities:
                                ----------            -----------

Net Cash Provided by                     -                      -
Financing Activities
                                ----------            -----------

Increase in Cash                         -                      -

Cash, Beginning of                       -                      -
Period
                                ----------            -----------

Cash, End of Period             $        -            $         -

Interest Paid                   $        -            $         -

Income Taxes Paid               $        -            $         -





The accompanying notes are an integral part of the financial
statements.

                                6

               Vacation Ownership Marketing, Inc.

                     STATEMENT OF CASH FLOWS
                           (Unaudited)

                                   Six Months Ended
                              February 28,           February 28,
                                      1999                   1998


Cash Flows from
Operating
Activities:
Net (loss)                      $        -            $         -
                                ----------            -----------

Net Cash Provided By                     -                      -
Operating Activities
                                ----------            -----------

Cash Flows from
Investing
Activities:
                                ----------            -----------

Net Cash (Used in)                       -                      -
Investing Activities
                                ----------            -----------

Cash Flows from
Financing
Activities:
                                ----------            -----------

Net Cash Provided by                     -                      -
Financing Activities
                                ----------            -----------

Increase in Cash                         -                      -

Cash, Beginning of                       -                      -
Period
                                ----------            -----------

Cash, End of Period             $        -            $         -

Interest Paid                   $        -            $         -

Income Taxes Paid               $        -            $         -






The accompanying notes are an integral part of the financial
statements.

                                7

               Vacation Ownership Marketing, Inc.

                  NOTES TO FINANCIAL STATEMENTS
                  February 28, 1999 (Unaudited)


(1)   Condensed Financial Statements

The  financial statements included herein have been  prepared  by
Vacation Ownership Marketing, Inc. without audit, pursuant to the
rules  and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
the  financial  statements prepared in accordance with  generally
accepted accounting principles have been condensed or omitted  as
allowed  by  such  rules and regulations, and Vacation  Ownership
Marketing,  Inc.  believes that the disclosures are  adequate  to
make  the  information presented not misleading.  It is suggested
that  these financial statements be read in conjunction with  the
May  31,  1999  audited financial statements and the accompanying
notes thereto.  While management believes the procedures followed
in  preparing  these  financial statements  are  reasonable,  the
accuracy of the amounts are in some respect's dependent upon  the
facts  that  will exist, and procedures that will be accomplished
by Vacation Ownership Marketing, Inc. later in the year.

The  management  of Vacation Ownership Marketing,  Inc.  believes
that  the  accompanying unaudited condensed financial  statements
contain  all adjustments (including normal recurring adjustments)
necessary to present fairly the operations and cash flows for the
periods presented.





                                8


                             ITEM 2

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS


Vacation  Ownership Marketing, Inc. ("Company") was  incorporated
in  Delaware as Magness Communications Corp. in 1969 and  changed
its  name to its present name in 1980.  Coinciding with the  name
change  the  Company changed its business to the development  and
marketing  of  time-shared condominiums which it continued  until
1983.   During  that  year,  the  Company  experienced  financial
difficulties  and encountered adverse litigation.  The  Company's
charter  expired until May 7, 2000, when a certificate of renewal
was  issued.  It is management's plan to start a new business  or
seek a business combination.

The  Company  generated  no  revenues during  the  quarter  ended
November  30,  1999,  and  management  does  not  anticipate  any
revenues   until  following  the  conclusion  of  a   merger   or
acquisition,  if  any, as contemplated by the Company's  business
plan.

The  Company's  capital  is  limited.   The  Company  anticipates
operational  costs will be limited until such time as significant
evaluation  work is undertaken regarding prospective  mergers  or
acquisitions.

At February 28, 1999, the Company had no material commitments for
capital expenditures.







                                9


                   PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes 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

         None.












                               10


                           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.


               Vacation Ownership Marketing, Inc.



Date: August 10, 2000              By:/s/ Peter Porath
                                      Peter Porath, President






                               11



                          EXHIBIT INDEX

EXHIBIT                                    METHOD OF FILING
-----------------------------
  27.    FINANCIAL DATA SCHEDULE           Filed herewith electronically