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, 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 August 8, 1997
is 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, 1997

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

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

        Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                     Crowell & Co., Inc., and Subsidiaries

                      Condensed Consolidated Balance Sheet
                                 June 30, 1997

<TABLE>
<CAPTION>
                                    Assets
  
Properties held for resale & development
<S>                                                                  <C>       
  Homes under construction and for sale                              $2,432,107
  Developed residential                                               1,166,258
  Land held for future development and other                            199,234
                                                                     ----------
                                                                      3,797,599
                                                                     ----------

Cash, including escrow funds of $ 3,084                                  74,642
                                                                     ----------
Receivables                                                             179,297
                                                                     ----------
Property and equipment, net of depreciation                             117,564
                                                                     ----------
Petersburg Racquet Club, net of depreciation                            620,410
                                                                     ----------
Other assets                                                             72,089
                                                                     ----------
                                                                     $4,861,601
                                                                     ==========
   
                     Liabilities and Stockholders' Equity
   
Notes payable to banks                                               $3,828,115
                                                                     ----------
Accounts payable and accrued expenses                                   343,026
                                                                     ----------
Stockholders' equity
  Preferred stock                                                     1,011,899
  Common stock                                                          696,774
  Paid-in capital                                                        33,650
  Accumulated deficit                                                (1,051,863)
                                                                     ----------
                                                                        690,460
                                                                     ----------
                                                                     $4,861,601
                                                                     ==========
</TABLE>
   
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,
                                                       --------                      --------
                                                 1997           1996           1997           1996
                                                 ----           ----           ----           ----
Revenues
<S>                                          <C>            <C>            <C>            <C>        
  Home sales                                 $ 1,707,325    $ 1,877,470    $ 2,639,562    $ 2,967,770
  All other revenues                             325,443        238,096        586,349        418,559
                                             -----------    -----------    -----------    -----------
                                               2,032,768      2,115,566      3,225,911      3,386,329
                                             -----------    -----------    -----------    -----------
Cost of revenues
  Homes                                        1,554,021      1,572,569      2,436,853      2,616,697
  All other costs                                 93,161        299,721        289,696        331,375
                                             -----------    -----------    -----------    -----------
                                               1,647,182      1,872,290      2,726,549      2,948,072
                                             -----------    -----------    -----------    -----------
Operating expenses                               261,528        261,448        488,066        479,394
                                             -----------    -----------    -----------    -----------
Operating (loss) income                          124,058        (18,172)        11,296        (41,137)
                                             -----------    -----------    -----------    -----------
Other income (expense)                              (810)        (1,357)        31,772         (1,357)
                                             -----------    -----------    -----------    -----------
Net financial expense                             55,032         73,071         94,479        145,880
                                             -----------    -----------    -----------    -----------
Net loss before discontinued operations           68,216        (92,600)       (51,411)      (188,374)
                                             -----------    -----------    -----------    -----------
Discontinued operations                                0          2,020              0          1,910
                                             -----------    -----------    -----------    -----------
Net gain (loss)                                   68,216        (90,580)       (51,411)      (186,464)
                                             -----------    -----------    -----------    -----------
Accumulated deficit
  Beginning of period                         (1,120,079)    (1,083,183)    (1,000,452)      (987,299)
  End of period                               (1,051,863)    (1,173,763)    (1,051,863)    (1,173,763)
                                             -----------    -----------    -----------    -----------
Weighted average common shares outstanding     2,520,835      2,520,835      2,520,835      2,520,835

Net income (loss) per common share
  Primary earnings per share                         .02           (.04)          (.04)          (.09)
</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,
                                                      1997           1996           1997           1996

Cash flows from operating activities
<S>                                               <C>            <C>            <C>            <C>         
  Net (loss) income                               $    68,216    ($   90,580)   ($   51,411)   ($  186,464)
  Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation and amortization                          20,400         20,700         40,800         41,400
     Net (increase) decrease in inventory,
     receivables, prepaids, payables and
     accruals                                          (1,494)       194,353        (93,516)      (212,824)
                                                  -----------    -----------    -----------    -----------
  Net cash provided by (used in) operating
  activities                                           87,122        124,473       (104,127)      (357,888)
                                                  -----------    -----------    -----------    -----------
Cash flows from investing activities
  Purchases of property and equipment                 (56,094)       (13,041)      (159,752)       (35,156)
  Receipts on notes                                     8,054              0         14,371              0
                                                  -----------    -----------    -----------    -----------
  Net cash used in investing activities               (48,040)       (13,041)      (145,381)       (35,156)
                                                  -----------    -----------    -----------    -----------
Cash flows from financing activities
  Proceeds from borrowings                          1,026,257      1,404,500      2,410,346      2,955,557
  Payments of borrowings                           (1,065,152)    (1,682,181)    (2,148,690)    (2,797,236)
                                                  -----------    -----------    -----------    -----------
  Net cash provided by (used in) financing
  activities                                          (38,895)      (277,681)       261,656        158,321
                                                  -----------    -----------    -----------    -----------
Net increase (decrease) in cash                           187       (166,249)        12,148       (234,723)

Cash at beginning of period                            74,455        200,090         62,494        268,564
Cash at end of period                             $    74,642    $    33,841    $    74,642    $    33,841
                                                  ===========    ===========    ===========    ===========
Supplemental disclosures
  Interest paid, net of amount capitalized        $    57,835    $    74,820    $    85,234    $   149,578
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>

                      CROWELL & CO., INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 June 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 - 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, 1997 and 1996.  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,
1997 and 1996 and for the six months ended June 30, 1997 and 1996.

                                       7
<PAGE>

Item 2. Management's Discussion and Analysis

Results of Operations for the Quarters ended June 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  sales of  computer  software  and  hardware,
operation of a pool and tennis  facility,  and various other real estate related
activities.

Total  revenues  for the quarter  ended June 30,  1997,  are  $82,798  less than
revenues for the quarter ended June 30, 1996.

Currently sales backlog on Company constructed homes is $2,133,869. Construction
on these homes is 71%  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  from 16% to 9% in the quarter
ended June 30,  1997,  as  compared  to the quarter  ended June 30,  1996.  This
occurred because older, less profitable  inventory was sold in the quarter ended
in 1997.

Operating  expenses  increased by $80 for the quarter  ended June 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 second quarter of 1997 of $68,216 compared to
a net loss of $90,580 for the second 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  $330,000 in unused
development

                                       8
<PAGE>

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

Residential  home  construction  costs are expected to be met through the use of
existing commitments aggregating approximately $880,000 as of June 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,  savings and loan  institution in the amount of approximately
$590,000 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  $3,828,115 as
of June 30,  1997) 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  $3,300,000.  At June 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 Six Month Periods Ended June 30, 1997 and 1996

Total  revenues for the six months ended June 30, 1997,  are $160,418  less than
for the six months ended June 30, 1996.  This can be  attributed  primarily to a
decrease in home sales.

                                       9
<PAGE>

Gross profit  percent on home sales  decreased from 12% for the six months ended
June 30, 1996, to 8% for the six months ended June 30, 1997. Management believes
gross profit percent will remain stable for the next six months.

Operating  expenses  increased by $8,672 for the six months ended June 30, 1997,
as compared to the six months ended June 30, 1996. Management believes operating
expenses will remain stable for the six months ending December 31, 1997.

Net loss for the six months ended June 30, 1997, was $51,411 compared with a net
loss of $186,464 for the six months ended June 30, 1996.

                                       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.

August 8, 1997                       By: /s/ Mark L. Gilliam 
                                         ------------------------------
                                         Mark L. Gilliam
                                         Vice President on Behalf of
                                         the registrant and as Chief
                                         Financial Officer