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, 1999

                           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 July 31, 1999
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, 1999

         Condensed Consolidated Statements of Operations and Accumulated Deficit
                  Three month and six month periods ended June 30, 1999 and 1998

         Condensed Consolidated Statements of Cash Flows -
                  Three month and six month periods ended June 30, 1999 and 1998

         Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 1999

                                     ASSETS

PROPERTIES HELD FOR RESALE & DEVELOPMENT
    Homes under construction and for sale                           $ 3,640,959
    Developed residential                                             1,149,489
    Land held for future development                                     29,200
                                                                    -----------
                                                                      4,819,648
                                                                    -----------
CASH                                                                    344,161
                                                                    -----------
RECEIVABLES                                                              24,198
                                                                    -----------
PROPERTY AND EQUIPMENT, NET OF DEPRECIATION                              80,226
                                                                    -----------
OTHER ASSETS                                                             70,082
                                                                    -----------
ASSETS OF BUSINESS TRANSFERRED UNDER CONTRACTUAL ARRANGEMENT            540,000
                                                                    -----------
                                                                    $ 5,878,315
                                                                    ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY


NOTES PAYABLE TO BANKS                                              $ 3,794,390
                                                                    -----------
ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                   425,263
                                                                    -----------
LIABILITIES OF ASSETS OF BUSINESS TRANSFERRED UNDER
    CONTRACTUAL ARRANGEMENT                                             570,000
                                                                    -----------
STOCKHOLDERS' EQUITY
    Preferred stock                                                   1,011,899
    Common stock                                                        696,774
    Paid-in capital                                                      33,648
    Accumulated deficit                                                (653,659)
                                                                    -----------
                                                                      1,088,662
                                                                    -----------
                                                                    $ 5,878,315
                                                                    ===========

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,
                                                       --------                        --------
                                                 1999            1998            1999            1998
                                                 ----            ----            ----            ----
REVENUES
<S>                                           <C>             <C>             <C>             <C>
     Home sales                               $ 2,896,494     $ 1,801,607     $ 4,575,448     $ 2,489,807
     All other revenues                            32,552         143,311         180,049         318,675
                                              -----------     -----------     -----------     -----------
                                                2,929,046       1,944,918       4,755,497       2,808,482
                                              -----------     -----------     -----------     -----------
COST OF REVENUES
     Homes                                      2,540,918       1,631,199       3,987,643       2,267,878
     All other costs                                4,241          97,238          82,485         177,914
                                              -----------     -----------     -----------     -----------
                                                2,545,159       1,728,437       4,070,128       2,445,792
                                              -----------     -----------     -----------     -----------

OPERATING EXPENSES                                207,439         159,440         393,155         331,753
                                              -----------     -----------     -----------     -----------

OPERATING INCOME                                  176,447          57,041         292,214          30,937
                                              -----------     -----------     -----------     -----------

OTHER INCOME                                          466          17,994          15,222          26,405
                                              -----------     -----------     -----------     -----------

NET FINANCIAL EXPENSE                              47,942          44,913          76,532          80,981
                                              -----------     -----------     -----------     -----------

NET INCOME (LOSS)                                 128,971          30,122         230,904         (23,639)
                                              -----------     -----------     -----------     -----------

ACCUMULATED DEFICIT
     Beginning of period                         (782,630)     (1,081,530)       (884,563)     (1,027,632)
     Miscellaneous adjustment                          --              --              --            (137)
     End of period                               (653,659)     (1,051,408)       (653,659)      1,051,408
                                              -----------     -----------     -----------     -----------

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

NET INCOME (LOSS) PER COMMON SHARE
     Primary Income (loss) per share          $       .04     $       .00     $       .08     ($      .03)
     Fully diluted income per share                   .05             N/A             .08             N/A
</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,
                                                                --------                        --------
                                                          1999            1998            1999            1998
                                                          ----            ----            ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>             <C>             <C>             <C>
     Net (loss) income                                $   128,971     $    30,122     $   230,904     ($   23,639)
     Adjustments to reconcile net income (loss) to
        net cash provided by (used in) operating
        activities
Depreciation and amortization                               6,900           6,900          13,800          13,800
         Net (increase) decrease in inventory,
         receivables, prepaids, payables and
         accruals                                        (933,962)        437,348      (1,535,981)        193,272
                                                      -----------     -----------     -----------     -----------
     Net cash provided by (used in) operating
     activities                                          (798,091)        474,370      (1,291,277)        183,433
                                                      -----------     -----------     -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                        0         (30,006)           (210)        (42,115)
     Receipts on notes                                     10,375           9,723          20,750          19,238
                                                      -----------     -----------     -----------     -----------

     Net cash provided by (used in)
     investing activities                                  10,375         (20,283)         20,540         (22,877)
                                                      -----------     -----------     -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from borrowings                           2,894,520       1,077,727       4,761,900       1,844,225
     Payments of borrowings                            (2,055,565)     (1,448,245)     (3,391,056)     (2,047,577)
                                                      -----------     -----------     -----------     -----------
     Net cash provided by (used in) financing
     activities                                           838,955        (370,518)      1,370,844        (203,352)
                                                      -----------     -----------     -----------     -----------

NET INCREASE (DECREASE) IN CASH                            51,239          83,569         100,107         (42,796)

CASH AT BEGINNING OF PERIOD                               292,922          66,299         244,054         192,664

CASH AT END OF PERIOD                                 $   344,161     $   149,868     $   344,161     $   149,868
                                                      ===========     ===========     ===========     ===========
SUPPLEMENTAL DISCLOSURES
     Interest paid, net of amount capitalized         $    43,869     $    47,322     $    72,683     $    83,333
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>

                      CROWELL & CO., INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1999


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, 1998, 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, 1999 and 1998.  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 quarter ended June 30, 1998
and for the six months ended June 30, 1998.

                                       7
<PAGE>

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS FOR THE QUARTERS ENDED JUNE 30, 1999 AND 1998

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, 1999,  are $984,128  greater than
revenues for the quarter ended June 30, 1998.

Currently sales backlog on Company constructed homes is $3,308,770. Construction
on these homes is 56.6% 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 9.5% to 12.3% for the
quarter ended June 30, 1999, as compared to the quarter ended June 30, 1998.

Operating  expenses increased by $47,999 for the quarter ended June 30, 1999, 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 1999 of $128,971  compared
to a net income of $30,122 for the second quarter of 1998.

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  $1,216,900 as of June 30, 1999,
and through the use of  additional  commitments  also using the improved lots as
collateral.  Lot acquisition costs

                                       8
<PAGE>

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  $3,794,390 as
of June 30,  1999) 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  $3,790,000.  At June 30, 1999,
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
$1,770,000  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  $690,000. This amount is not reflected in the
financial statements.

RESULTS OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1999 AND 1998

Total revenues for the six months ended June 30, 1999,  are  $1,947,015  greater
than for the six  months  ended  June 30,  1998.  This can be  attributed  to an
increase in home sales.

Gross profit percent on home sales  increased from 8.9% for the six months ended
June 30,  1998,  to 12.8% for the six  months  ended June 30,  1999.  Management
believes gross profit percent will remain stable for the next six months.

Operating  expenses increased by $61,402 for the six months ended June 30, 1999,
as compared to the six months ended June 30, 1998. Management believes operating
expenses will remain stable for the six months ending December 31, 1999.

Net income for the six months ended June 30, 1999, was $230,904  compared with a
net loss of $23,639 for the six months ended June 30, 1998.

                                       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, 1999                         By:  Mark L. Gilliam
                                             -----------------------------------
                                             Mark L. Gilliam
                                             Vice President on Behalf of
                                             the registrant and as Chief
                                             Financial Officer

                                       10