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 June 30, 1998

                           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 [ ] No [X] (10-KSB)

The number of shares outstanding of issuer's common equity as of August 13, 1998
is approximately 2,520,835.

                                       1
<PAGE>

                              CROWELL & CO., INC.

                                     INDEX

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

           ITEM 1 - Financial Statements................................... 3

           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
           June 30, 1998

      Condensed Consolidated  Statements of Operations and Accumulated Deficit -
           Three month and six month periods ended June 30, 1998 and 1997

      Condensed Consolidated Statements of Cash Flows -
           Three month and six month periods ended June 30, 1998 and 1997

      Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 1998

                                     ASSETS

PROPERTIES HELD FOR RESALE & DEVELOPMENT
    Homes under construction and for sale                           $ 2,171,070
    Developed residential                                             1,043,759
    Land held for future development and other                           19,000
                                                                    -----------
                                                                      3,233,829
                                                                    -----------
CASH, INCLUDING ESCROW FUNDS OF $ 4,538                                 149,868
                                                                    -----------
RECEIVABLES                                                              85,300
                                                                    -----------
PROPERTY AND EQUIPMENT, NET OF DEPRECIATION                              61,188
                                                                    -----------
OTHER ASSETS                                                             64,531
                                                                    -----------
                                                                    $ 3,594,716
                                                                    ===========


               LIABILITIES AND STOCKHOLDERS' EQUITY


NOTES PAYABLE TO BANKS                                              $ 2,707,081
                                                                    -----------
ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                   196,722
                                                                    -----------
STOCKHOLDERS' EQUITY
    Preferred stock                                                   1,011,899
    Common stock                                                        696,774
    Paid-in capital                                                      33,648
    Accumulated deficit                                              (1,051,408)
                                                                    -----------
                                                                        690,913
                                                                    -----------
                                                                    $ 3,594,716
                                                                    ===========


See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES

     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED            SIX MONTHS ENDED
                                                         ------------------            ----------------
                                                              JUNE 30,                      JUNE 30,
                                                              --------                      --------
                                                        1998           1997           1998           1997
                                                        ----           ----           ----           ----
REVENUES
<S>                                                  <C>            <C>            <C>            <C>        
     Home sales                                      $ 1,801,607    $ 1,707,325    $ 2,489,807    $ 2,639,562
     All other revenues                                  143,311        214,822        318,675        414,469
                                                     -----------    -----------    -----------    -----------
                                                       1,944,918      1,922,147      2,808,482      3,054,031
                                                     -----------    -----------    -----------    -----------
COST OF REVENUES
     Homes                                             1,631,199      1,554,021      2,267,878      2,436,853
     All other costs                                      97,238         66,412        177,914        247,136
                                                     -----------    -----------    -----------    -----------
                                                       1,728,437      1,620,433      2,445,792      2,683,989
                                                     -----------    -----------    -----------    -----------

OPERATING EXPENSES                                       159,440        190,395        331,753        371,288
                                                     -----------    -----------    -----------    -----------

OPERATING (LOSS) INCOME                                   57,041        111,319         30,937         (1,246)
                                                     -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSE)                                    17,994           (810)        26,405         31,772
                                                     -----------    -----------    -----------    -----------

NET FINANCIAL EXPENSE                                     44,913         37,841         80,981         65,368
                                                     -----------    -----------    -----------    -----------

NET INCOME (LOSS) BEFORE
DISCONTINUED OPERATIONS                                   30,122         72,668        (23,639)       (34,842)
                                                     -----------    -----------    -----------    -----------

DISCONTINUED OPERATIONS                                        0         (4,452)             0        (16,569)
                                                     -----------    -----------    -----------    -----------

NET INCOME (LOSS)                                         30,122         68,216        (23,639)       (51,411)
                                                     -----------    -----------    -----------    -----------

ACCUMULATED DEFICIT
     Beginning of period                              (1,081,530)    (1,120,079)    (1,027,632)    (1,000,452)
     Miscellaneous adjustment                               --             --             (137)          --
     End of period                                    (1,051,408)    (1,051,863)    (1,051,408)    (1,051,863)
                                                     -----------    -----------    -----------    -----------

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING             2,520,835      2,520,835      2,520,835      2,520,835

NET INCOME (LOSS) PER COMMON SHARE
     Income (loss) from continuing operations        $       .00    $       .02    ($      .03)   ($      .03)
     Loss from discontinued operations                       .00            .00            .00           (.01)
                                                     -----------    -----------    -----------    -----------
                                                     $       .00    $       .02    ($      .03)   ($      .04)
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED            SIX MONTHS ENDED
                                                         ------------------            ----------------
                                                              JUNE 30,                      JUNE 30,
                                                              --------                      --------
                                                         1998           1997           1998           1997
                                                         ----           ----           ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                  <C>            <C>            <C>            <C>         
     Net (loss) income                               $    31,022    $    68,216    ($   23,639)   ($   51,411)
     Adjustments to reconcile net loss to net cash
        provided by (used in) operating activities
Depreciation and amortization                              6,900         20,400         13,800         40,800
         Net (increase) decrease in inventory,
         receivables, prepaids, payables and
         accruals                                        436,448         (1,494)       193,272        (93,516)
                                                     -----------    -----------    -----------    -----------

     Net cash provided by (used in) operating
     activities                                          474,370         87,122        183,433       (104,127)
                                                     -----------    -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                 (30,006)       (56,094)       (42,115)      (159,752)
     Receipts on notes                                     9,723          8,054         19,238         14,371
                                                     -----------    -----------    -----------    -----------

     Net cash used in investing activities               (20,283)       (48,040)       (22,877)      (145,381)
                                                     -----------    -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from borrowings                          1,077,727      1,026,257      1,844,225      2,410,346
     Payments of borrowings                           (1,448,245)    (1,065,152)    (2,047,577)    (2,148,690)
                                                     -----------    -----------    -----------    -----------

     Net cash provided by (used in) financing
     activities                                         (370,518)       (38,895)      (203,352)       261,656
                                                     -----------    -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH                           83,569            187        (42,796)        12,148

CASH AT BEGINNING OF PERIOD                               66,299         74,455        192,664         62,494
CASH AT END OF PERIOD                                $   149,868    $    74,642    $   149,868    $    74,642
                                                     ===========    ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES
     Interest paid, net of amount capitalized        $    47,322    $    57,835    $    83,333    $    85,234
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>

                      CROWELL & CO., INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1998



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, 1997, 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 - INCOME (LOSS) PER SHARE

The income or loss per common share has been computed using the weighted average
of the number of shares outstanding during the three and six month periods ended
June 30, 1998 and 1997.  Because inclusion of convertible  preferred stock would
have an  anti-dilutive  effect  on the  income  or loss per  common  share,  the
convertible  preferred  stock is excluded from the  computation of the income or
loss per common share  assuming  full  dilution for the quarters  ended June 30,
1998 and 1997 and for the six months ended June 30, 1998 and 1997.

                                       7
<PAGE>

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS


RESULTS OF OPERATIONS FOR THE QUARTERS ENDED JUNE 30, 1998 AND 1997

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 are commissions on commercial real estate sales.

Total  revenues  for the quarter  ended June 30,  1998,  are  $22,771  more than
revenues for the quarter ended June 30, 1997.

Currently sales backlog on Company  constructed homes is $730,800.  Construction
on these homes is 56.5% 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  increased  from 9.0% to 9.5% for the
quarter  ended June 30,  1998,  as compared to the quarter  ended June 30, 1997.
This occurred because older,  less profitable  inventory was sold in the quarter
ended in 1998.

Operating  expenses decreased by $30,955 for the quarter ended June 30, 1998, 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 second quarter of 1998 of $30,122 compared to
a net income of $68,216 for the second quarter of 1997.


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.

Residential  home  construction  costs are expected to be met through the use of
existing commitments aggregating approximately $635,000 as of June 30, 1998, and
through  the use

                                       8
<PAGE>

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.

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  $2,707,081 as
of June 30,  1998) and  funds for  operations  are  expected  to be met from the
proceeds of home, lot, and land sales and brokerage commissions.  Notes maturing
in the next twelve  months  total  approximately  $2,680,000.  At June 30, 1998,
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
$1,945,000  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  $760,000. This amount is not reflected in the
financial statements.


RESULTS OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1998 AND 1997

Total  revenues for the six months ended June 30, 1998,  are $245,549  less than
for the six months ended June 30, 1997.  This can be  attributed  primarily to a
decrease in home sales.

Gross profit percent on home sales  increased from 7.7% for the six months ended
June 30,  1997,  to 8.9% for the six  months  ended  June 30,  1998.  Management
believes gross profit percent will remain stable for the next six months.

Operating  expenses decreased by $39,535 for the six months ended June 30, 1998,
as compared to the six months ended June 30, 1997. Management believes operating
expenses will remain stable for the six months ending December 31, 1998.

Net loss for the six months ended June 30, 1998, was $23,639 compared with a net
loss of $51,411 for the six months ended June 30, 1997.

                                       9
<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.

August 13, 1998                         By:  Mark L. Gilliam
                                             ------------------------------
                                             Mark L. Gilliam
                                             Vice President on Behalf of
                                             the registrant and as Chief
                                             Financial Officer

                                       10