U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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


                    For the Quarter Ended September 30, 1997

                           Commission File No. 0-7765


                               Crowell & Co., Inc.
        -----------------------------------------------------------------
        (Exact Name of small business issuer as specified in its charter)



             GEORGIA                                      58-1021933
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                  432 South Belair Road, Augusta, Georgia 30907
                  ---------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number, including area code          (706) 855-1099


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  and (2) has been
subject to such filing requirements for the past 90 days.   Yes [X]   No [ ]

The number of shares  outstanding  of issuer's  common  equity as of October 31,
1997 is 2,520,835.

<PAGE>

                               CROWELL & CO., INC.

                                      INDEX

                                                                        PAGE NO.
                                                                        --------
PART 1 - FINANCIAL INFORMATION

         ITEM 1 - Financial Statements  ................................   4

         ITEM 2 - Management's Discussion and Analysis  ................   8

                                       2
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

The  following  condensed  consolidated  financial  statements of Crowell & Co.,
Inc., and Subsidiaries are included in Item 1:

     Condensed Consolidated Balance Sheet September 30, 1997

     Condensed Consolidated Statements of Operations and Accumulated Deficit
          Three month and nine month periods ended September 30, 1997 and 1996

     Condensed Consolidated Statements of Cash Flows -
               Three month and nine month periods  ended  September 30, 1997 and
               1996

     Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                      Crowell & Co., Inc., and Subsidiaries

                      Condensed Consolidated Balance Sheet
                               September 30, 1997

                                     Assets

Properties held for resale & development
     Homes under construction and for sale                          $ 1,839,775
     Developed residential                                            1,157,476
     Land held for future development and other                          65,899
                                                                   ------------
                                                                      3,063,150
                                                                   ------------

Cash and cash equivalents, including escrow funds of $2,634             162,693
                                                                   ------------

Receivables                                                             108,051
                                                                   ------------

Property and equipment, net of depreciation                             111,614
                                                                   ------------

Petersburg Racquet Club, net of depreciation                            606,910
                                                                   ------------

Other assets                                                             67,854
                                                                   ------------

                                                                    $ 4,120,272
                                                                   ============

                      Liabilities and Stockholders' Equity

Notes payable to banks                                              $ 3,151,024
                                                                   ------------

Accounts payable and accrued expenses                                   155,988
                                                                   ------------
Stockholders' equity
     Preferred stock                                                  1,011,899
     Common stock                                                       696,776
     Paid-in capital                                                     33,648
     Accumulated deficit                                               (929,063)
                                                                   ------------
                                                                        813,260
                                                                   ------------

                                                                    $ 4,120,272
                                                                   ============

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>

                      Crowell & Co., Inc., and Subsidiaries
     Condensed Consolidated Statements of Operations and Accumulated Deficit


                                                               Three Months Ended                  Nine Months Ended
                                                                  September 30,                      September 30,
                                                               -------------------                -------------------
                                                               1997           1996                1997           1996
                                                               ----           ----                ----           ----
Revenues
<S>                                                        <C>           <C>                  <C>           <C>        
     Home sales                                            $ 1,749,552   $ 2,201,385          $ 4,389,114   $ 5,169,155
     All other revenues                                        567,100       177,047            1,153,449       595,606
                                                           -----------   -----------          -----------   -----------
                                                             2,316,652     2,378,432            5,542,563     5,764,761
                                                           -----------   -----------          -----------   -----------
Cost of revenues
     Homes                                                   1,703,793     2,002,129            4,140,646     4,618,826
     All other costs                                           192,433        26,902              482,129       358,277
                                                           -----------   -----------          -----------   -----------

                                                             1,896,226     2,029,031            4,622,775     4,977,103
                                                           -----------   -----------          -----------   -----------

Operating expenses                                             267,306       218,342              755,372       697,736
                                                           -----------   -----------          -----------   -----------

Operating income (loss)                                        153,120       131,059              164,416        89,922
                                                           -----------   -----------          -----------   -----------

Other income                                                    29,716        25,709               61,488        24,352
                                                           -----------   -----------          -----------   -----------

Net financial expense                                           60,036        38,757              154,515       184,637
                                                           -----------   -----------          -----------   -----------

Income (loss) before discontinued operations                   122,800       118,011               71,389       (70,363)
                                                           -----------   -----------          -----------   -----------

Discontinued Operations                                              0       (14,193)                   0       (12,283)
                                                           -----------   -----------          -----------   -----------

Income (loss)                                                  122,800       103,818               71,389       (82,646)
                                                           -----------   -----------          -----------   -----------
Accumulated deficit
     Beginning of period                                    (1,051,863)   (1,173,763)          (1,000,452)     (987,299)
     End of period                                            (929,063)   (1,069,945)            (929,063)   (1,069,945)
                                                           -----------   -----------          -----------   -----------

Weighted average common shares outstanding                   2,520,835     2,520,835            2,520,835     2,520,835

Net loss per common share
     Primary earnings per share
     Income (loss) from continuing operations                    $ .04         $ .04                $ .00        ($ .06)
     Income (loss) from discontinued operations                    .00          (.01)                 .00           .00
                                                                ------        -------              ------        ------
                                                                 $ .04         $ .03                $ .00        ($ .06)
</TABLE>
See notes to condensed consolidated financial statements.

                                       5
<PAGE>

<TABLE>
<CAPTION>
                      Crowell & Co., Inc., and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows



                                                                    Three Months Ended               Nine Months Ended
                                                                       September 30,                   September 30,
                                                                    ------------------               ------------------
                                                                    1997          1996               1997          1996

Cash flows from operating activities
<S>                                                              <C>           <C>                <C>          <C>        
     Net income (loss)                                           $ 122,800     $ 103,818          $  71,389    ($  82,646)
     Adjustments to reconcile net income (loss) to net
     cash provided by operating activities
Depreciation and amortization                                       20,400        20,700             61,200        62,100
         Net (increase) decrease in inventory,
         receivables, prepaids, payables and accruals              610,442       842,640            516,926       629,816
                                                                 ---------     ---------          ---------     ---------

     Net cash provided by operating activities                     753,642       967,158            649,515       609,270
                                                                 ---------     ---------          ---------     ---------
Cash flows from investing activities
     Purchases of property and equipment                                 0       (78,066)          (159,752)     (113,222)
     Receipts on notes                                              11,500             0             25,871             0
                                                                 ---------     ---------          ---------     ---------

     Net cash provided by (used in) investing activities            11,500       (78,066)          (133,881)     (113,222)
                                                                 ---------     ---------          ---------     ---------
Cash flows from financing activities
     Proceeds from borrowings                                      936,891       762,717          3,347,237     3,718,274
     Payments of borrowings                                     (1,613,982)   (1,390,961)        (3,762,672)   (4,188,197)
                                                                 ---------     ---------          ---------     ---------

     Net cash used in financing activities                        (677,091)     (628,244)          (415,435)     (469,923)
                                                                 ---------     ---------          ---------     ---------

Net increase in cash                                                88,051       260,848            100,199        26,125

Cash at beginning of period                                         74,642        33,841             62,494       268,564

Cash at end of period                                            $ 162,693     $ 294,689          $ 162,693     $ 294,689
                                                                 =========     =========          =========     =========
Supplemental disclosures
     Interest paid, net of amount capitalized                    $  64,723     $  51,229          $ 149,957     $ 200,807
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>


                      CROWELL & CO., INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1997



Note 1 - Basis of Presentation

The  accompanying  financial  statements  are presented in  accordance  with the
requirements  of  Form  10-QSB  and  consequently  do  not  include  all  of the
disclosures  normally required by generally  accepted  accounting  principles or
those normally made in the Company's annual Form 10-KSB filing. Accordingly, the
reader of this Form  10-QSB may wish to refer to the  Company's  Form 10-KSB for
the year ended December 31, 1996, for further information.

The financial  information  has been  prepared in accordance  with the Company's
customary  accounting  practices  and has not been  audited.  In the  opinion of
management,  the information  presented reflects all adjustments necessary for a
fair  statement of interim  results.  All such  adjustments  are of a normal and
recurring nature.


Note 2 - Loss per share

The income (loss) per common share has been computed using the weighted  average
of the number of shares  outstanding  during  the three and nine  month  periods
ended September 30, 1997 and 1996.  Because  inclusion of convertible  preferred
stock would have an  anti-dilutive  or no effect on the income (loss) per common
share,  the convertible  preferred stock is excluded from the computation of the
income (loss) per common share  assuming  full  dilution for the quarters  ended
September  30, 1997 and 1996,  and for the nine months ended  September 30, 1997
and 1996.

                                       7
<PAGE>

Item 2.       Management's Discussion and Analysis

Results of Operations for the Quarters ended September 30, 1997 and 1996

The primary  sources of revenue of Crowell & Co.,  Inc., and  Subsidiaries  (the
"Company")  are  the  development  of  residential  properties  for  resale  and
homebuilding.

Other sources of revenue include  operation of a pool and tennis  facility,  and
various other real estate related activities.

Total  revenues for the quarter ended  September 30, 1997, are $61,780 less than
revenues for the quarter ended  September 30, 1996.  This can be attributed to a
decrease  in home  sales  of  $451,833  and an  increase  in other  revenues  of
$390,053.

Currently sales backlog on Company constructed homes is $1,146,519. Construction
on these homes is 79%  complete.  Backlog  represents  signed  contracts for the
purchase of homes where the property has not been closed. Therefore, the Company
still holds legal title and has not recognized any income.

The gross profit margin on home sales  decreased in the quarter ended  September
30, 1997, as compared to the quarter ended September 30, 1996, from 9% to 3%.

Operating  expenses  increased by $48,964 for the quarter  ended  September  30,
1997,  as compared to the same quarter  last year.  Operating  expenses  include
salaries, office expenses, occupancy,  depreciation,  advertising and promotion,
taxes and licenses,  legal and accounting,  communications,  and other expenses.
These  expenses are fixed in nature and normally do not fluctuate with different
revenue levels.

The Company had net income for the third quarter of 1997 of $122,800 compared to
a net income of $103,818 for the third quarter of 1996.

Liquidity and Capital Resources

The Company has obtained  financing  historically by borrowing from conventional
lending sources using land acquired for development as security for loans.

Current and future liquidity needs are expected to be met by use of the proceeds
from  home,  lot,  and land  sales and the  proceeds  from  loans,  using  lands
purchased  for  development  as  collateral.   Existing  development  loans  and
commitments  available  to the  Company  have  been  made by  various  financial
institutions  and are secured by raw land and the improved lots held for resale.
Payments of interest are due monthly or quarterly and a portion of the principal
is repaid as each lot is sold. The Company has approximately  $206,000 in unused
development

                                       8
<PAGE>

loan commitments  available to use in the development of residential  properties
as of September 30, 1997.

Residential  home  construction  costs are expected to be met through the use of
existing commitments  aggregating  approximately  $1,070,000 as of September 30,
1997, and through the use of additional commitments also using the improved lots
as collateral. Lot acquisition costs and home construction costs are financed by
construction  loans from a number of  conventional  lending  sources,  generally
lending  90-95% of the costs of the home,  secured by the lot and  improvements.
These loans are repaid upon the sale of the home. These loans are negotiated and
closed on a project-by-project and lot-by-lot basis.

In addition to the development  loans,  the Company has a loan agreement with an
Augusta,  Georgia, bank in the amount of approximately $584,000 which is secured
by real property.

The Company also has several other loans with various  lenders which are secured
by various Company assets.

Financing arrangements for long-term needs have not been made. Such arrangements
in the land  development  business are  generally  made on a  project-by-project
basis.  Debt service on all existing loans (loan balances totaled  $3,151,024 as
of September 30, 1997) and funds for  operations are expected to be met from the
proceeds of home, lot, and land sales.  Notes maturing in the next twelve months
total  approximately  $2,600,000.  At  September  30, 1997,  available  cash and
proceeds  from home,  lot, and land sales were expected to be sufficient to meet
the Company's  requirements for the following quarter.  The Company historically
has renewed these notes as is common in the development business. The notes will
eventually be repaid from proceeds of land, lot, and home sales.

The Company  expects to, as it has done in the past, sell land it presently owns
to meet liquidity needs.  Coupled with revenues from normal sources,  such sales
would be expected to generate sufficient cash to meet liquidity requirements.

The Company has net  operating  loss  carryforwards  available of  approximately
$2,060,000  to offset  against  future  federal and state  taxable  income.  The
current  value of these  carryforwards  computed  at maximum  federal  and state
income tax rates is approximately  $800,000. This amount is not reflected in the
financial statements.

Results of Operations  for the Nine Month  Periods Ended  September 30, 1997 and
1996

Total  revenues for the nine months ended  September 30, 1997, are $222,198 less
than for the nine  months  ended  September  30,  1996.  This can be  attributed
primarily  to a decrease  in home sales of  $780,041  and an  increase  in other
revenues of $557,843.

Gross profit percent on home sales  decreased from 11% for the nine months ended
September 30, 1996, to 6% for the nine months ended September 30, 1997.

                                       9
<PAGE>

Operating  expenses increased by $57,636 for the nine months ended September 30,
1997, as compared to the nine months ended September 30, 1996.

Net loss for the nine months ended September 30, 1996, was $82,646 compared with
a net income of $71,389 for the nine months ended September 30, 1997.

                                       10
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                        Crowell & Co., Inc.



November 13, 1997                       By:  /s/ Mark L. Gilliam
                                             --------------------------
                                             Mark L. Gilliam
                                             Vice President on Behalf of
                                             the registrant and as Chief
                                             Financial Officer