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 March 31, 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)

               610 Industrial Park Boulevard, Evans, Georgia 30809
               ---------------------------------------------------
                    (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 May 14, 1999,
is 2,520,835.

<PAGE>

                               CROWELL & CO., INC.

                                      INDEX

                                                                        PAGE NO.
                                                                        --------
PART I -  FINANCIAL INFORMATION

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

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

                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

          Condensed Consolidated Balance Sheet
                  March 31, 1999

          Condensed Consolidated  Statements of Operations and Accumulated 
                  Deficit - Three months ended March 31, 1999 and 1998

          Condensed Consolidated Statements of Cash Flows Three months ended
                  March 31, 1999 and 1998

          Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1999


                                     ASSETS

PROPERTIES HELD FOR RESALE & DEVELOPMENT
     Homes under construction and for sale                          $ 3,157,064
     Developed residential                                              549,328
     Land held for future development                                    19,000
                                                                    -----------
                                                                      3,725,392
                                                                    -----------

CASH                                                                    292,922
                                                                    -----------

RECEIVABLES                                                              48,975
                                                                    -----------

PROPERTY AND EQUIPMENT, NET OF DEPRECIATION                              72,556
                                                                    -----------

OTHER ASSETS                                                             85,731
                                                                    -----------

ASSETS OF BUSINESS TRANSFERRED UNDER CONTRACTUAL ARRANGEMENT            606,000
                                                                    -----------

                                                                    $ 4,831,576
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

NOTES PAYABLE TO BANKS                                              $ 2,931,648
                                                                    -----------

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                   304,237
                                                                    -----------
LIABILITIES OF ASSETS OF BUSINESS TRANSFERRED UNDER
   CONTRACTUAL ARRANGEMENT                                              636,000
                                                                    -----------
STOCKHOLDERS' EQUITY
     Preferred stock                                                  1,011,899
     Common stock                                                       696,774
     Paid-in capital                                                     33,648
     Accumulated deficit                                               (782,630)
                                                                    -----------
                                                                        959,691
                                                                    -----------

                                                                    $ 4,831,576
                                                                    ===========

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES

     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT


                                                   THREE MONTHS ENDED MARCH 31,
                                                   ----------------------------
                                                       1999             1998
                                                   -----------      -----------
REVENUES
Home sales                                         $ 1,678,954      $   688,200
     All other revenues                                147,497          175,364
                                                   -----------      -----------
                                                     1,826,451          863,564
                                                   -----------      -----------
COST OF REVENUES
     Homes                                           1,446,725          636,679
     All other costs                                    78,244           80,676
                                                   -----------      -----------
                                                     1,524,968          717,355
                                                   -----------      -----------

OPERATING EXPENSES                                     185,716          172,313
                                                   -----------      -----------

OPERATING INCOME (LOSS)                                115,767          (26,104)
                                                   -----------      -----------

OTHER INCOME                                            14,756            8,411
                                                   -----------      -----------

NET FINANCIAL EXPENSE                                   28,590           36,068
                                                   -----------      -----------

NET INCOME (LOSS)                                      101,933          (53,761)
                                                   -----------      -----------

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

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

NET INCOME (LOSS) PER COMMON SHARE
     Primary income (loss) per share               $       .03      ($     0.03)
     Fully diluted income (loss) per share         $       .04      ($     0.03)


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 MARCH 31,
                                                            ---------------------------
                                                                1999            1998
                                                            -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                         <C>             <C>         
     Net income (loss)                                      $   101,933     ($   53,761)
     Adjustments to reconcile net loss to net cash
     used in operating activities
         Depreciation and amortization                            6,900           6,900
         Net increase in inventory, receivables,
         prepaids, payables and accruals                       (602,019)       (239,379)
                                                            -----------     -----------

     Net cash used in operating activities                     (493,186)       (286,240)
                                                            -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                           (210)        (12,109)
     Receipts on notes                                           10,375           9,515
                                                            -----------     -----------

     Net cash provided by (used in) investing activities         10,165          (2,594)
                                                            -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from borrowings                                 1,867,380         766,498
     Payments of borrowings                                  (1,335,491)       (604,029)
                                                            -----------     -----------

     Net cash provided by financing activities                  531,889         162,469
                                                            -----------     -----------

NET INCREASE (DECREASE) IN CASH                                  48,868        (126,365)

CASH AT BEGINNING OF PERIOD                                     244,054         192,664

CASH AT END OF PERIOD                                       $   292,922     $    66,299
                                                            ===========     ===========
SUPPLEMENTAL DISCLOSURES
     Interest paid, net of amount capitalized               $    28,814     $    36,011
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>

                      CROWELL & CO., INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 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 (loss) per common share has been computed using the weighted  average
of the number of shares outstanding during the three months ended March 31, 1999
and 1998.  Because  inclusion  of  convertible  preferred  stock  would  have an
anti-dilutive  effect on the loss per common  share for the quarter  ended March
31, 1998, the  convertible  preferred  stock is excluded from the computation of
the loss per common share assuming full dilution for the quarter ended March 31,
1998.

                                       7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 1999 AND 1998

The primary  sources of revenue of Crowell & Co.,  Inc., and  Subsidiaries  (the
"Company")  are the  development  of  residential  properties  for resale,  home
building and providing real estate brokerage services.

Total  revenues for the quarter ended March 1999 are $962,887 more than revenues
for the quarter  ended March 1998.  This can be  attributed  to home sales which
were $990,754 greater in the March 1999 quarter.

Currently sales backlog on Company constructed homes is $3,620,182. Construction
on these homes is 44.1% 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 in the 1999 quarter as compared
to 1998 from 7.5% to 13.8%.

Operating expenses increased by $13,403 for the quarter ended March 31, 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 1999  quarter of $101,933  compared to a net
loss of $119,627 for the 1998 quarter.

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 $1,324,000 as of March 31, 1999,
and through the use of  additional  commitments  also using the improved lots as
collateral.

                                       8
<PAGE>

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  $2,931,648 as
of March 31,  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  $2,910,000.  At March 31, 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.

                                       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.

May 14,1999                             By: /s/ Mark L. Gilliam
                                            -----------------------
                                            Mark L. Gilliam
                                            Vice President on Behalf of
                                            the registrant and as Chief
                                            Financial Officer