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, 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 [X]  No [ ]

The number of shares  outstanding  of issuer's  common equity as of November 24,
1998, is 2,520,835.

                                       1
<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, 1998

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

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

     Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1998

                                     ASSETS

PROPERTIES HELD FOR RESALE & DEVELOPMENT
    Homes under construction and for sale                           $ 2,279,619
    Developed residential                                               875,946
    Land held for future development and other                           19,000
                                                                    -----------
                                                                      3,174,565
                                                                    -----------

CASH AND CASH EQUIVALENTS                                               182,915
                                                                    -----------

RECEIVABLES                                                              71,801
                                                                    -----------

PROPERTY AND EQUIPMENT, NET OF DEPRECIATION                              68,390
                                                                    -----------

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

OTHER ASSETS                                                             59,660
                                                                    -----------

                                                                    $ 4,163,331
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

NOTES PAYABLE TO BANKS                                              $ 2,672,234
                                                                    -----------

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                   180,938
                                                                    -----------
LIABILITY OF ASSET 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                                               (1,068,162)
                                                                    -----------
                                                                        674,159
                                                                    -----------

                                                                    $ 4,163,331
                                                                    ===========

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              NINE MONTHS ENDED 
                                                        SEPTEMBER 30,                   SEPTEMBER 30,
                                                ---------------------------     ---------------------------
                                                    1998            1997            1998            1997
                                                -----------     -----------     -----------     -----------
REVENUES
<S>                                             <C>             <C>             <C>             <C>        
   Home sales                                   $ 1,642,909     $ 1,749,552     $ 4,132,716     $ 4,389,114
   All other revenues                                64,556         500,365         383,231         914,834
                                                -----------     -----------     -----------     -----------

                                                  1,707,465       2,249,917       4,515,947       5,303,948
                                                -----------     -----------     -----------     -----------
COST OF REVENUES
   Homes                                          1,405,526       1,703,793       3,673,404       4,140,646
   All other costs                                   64,807         162,016         242,721         409,152
                                                -----------     -----------     -----------     -----------

                                                  1,470,333       1,865,809       3,916,125       4,549,798
                                                -----------     -----------     -----------     -----------

OPERATING EXPENSES                                   84,473         182,843         516,226         554,131
                                                -----------     -----------     -----------     -----------

OPERATING INCOME (LOSS)                              52,659         201,265          83,596         200,019
                                                -----------     -----------     -----------     -----------

OTHER INCOME                                         (3,884)         29,716          22,521          61,488
                                                -----------     -----------     -----------     -----------

NET FINANCIAL EXPENSE                                35,529          47,258         116,510         112,626
                                                -----------     -----------     -----------     -----------

INCOME (LOSS) BEFORE DISCONTINUED OPERATIONS         13,246         183,723         (10,393)        148,881
                                                -----------     -----------     -----------     -----------

DISCONTINUED OPERATIONS                                   0         (60,923)              0         (77,492)
                                                -----------     -----------     -----------     -----------

INCOME (LOSS)                                        13,246         122,800         (10,393)         71,389
                                                -----------     -----------     -----------     -----------
ACCUMULATED DEFICIT
   Beginning of period                           (1,081,408)     (1,051,863)     (1,057,632)     (1,000,452)
   Miscellaneous adjustment                               0               0            (137)              0
   End of period                                 (1,068,162)       (929,063)     (1,068,162)       (929,063)
                                                -----------     -----------     -----------     -----------

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      $       .00     $       .06     ($      .03)    $       .03
  Income (loss) from discontinued operations            .00            (.02)            .00            (.03)
                                                -----------     -----------     -----------     -----------
                                                $       .00     $       .04     ($      .03)    $       .00
</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               NINE MONTHS ENDED
                                                            SEPTEMBER 30,                   SEPTEMBER 30,
                                                    ---------------------------     ---------------------------
                                                        1998            1997            1998            1997
                                                    -----------     -----------     -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                 <C>             <C>             <C>             <C>        
   Net income (loss)                                $    13,246     $   122,800     $   (10,393)    $    71,389
   Adjustments to reconcile net income (loss) to
   net cash provided by operating activities
   Depreciation and amortization                          6,900          20,400          20,700          61,200
     Net decrease in inventory, receivables,
     prepaids, payables and accruals                    137,856         610,442         331,128         516,926
                                                    -----------     -----------     -----------     -----------

   Net cash provided by operating activities            158,002         753,642         341,435         649,515
                                                    -----------     -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                  (14,102)              0         (56,217)       (159,752)
   Receipts on notes                                      9,936          11,500          29,174          25,871
                                                    -----------     -----------     -----------     -----------

   Net cash provided by (used in) investing
   activities                                            (4,166)         11,500         (27,043)       (133,881)
                                                    -----------     -----------     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from borrowings                           1,271,920         936,891       3,116,145       3,347,237
   Payments of borrowings                            (1,392,709)     (1,613,982)     (3,440,286)     (3,762,672)
                                                    -----------     -----------     -----------     -----------

   Net cash used in financing activities               (120,789)       (677,091)       (324,141)       (415,435)
                                                    -----------     -----------     -----------     -----------

NET INCREASE IN CASH                                     33,047          88,051          (9,749)        100,199

CASH AT BEGINNING OF PERIOD                             149,868          74,642         192,664          62,494
                                                    -----------     -----------     -----------     -----------

CASH AT END OF PERIOD                               $   182,915     $   162,693     $   182,915     $   162,693
                                                    ===========     ===========     ===========     ===========

SUPPLEMENTAL DISCLOSURES
   Interest paid, net of amount capitalized         $    36,745     $    64,723     $   120,078     $   149,957
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>

                      CROWELL & CO., INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 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 - 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, 1998 and 1997.  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, 1998 and 1997,  and for the nine months ended  September 30, 1998
and 1997.

                                       7
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS FOR THE QUARTERS ENDED SEPTEMBER 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.

Total revenues for the quarter ended  September 30, 1998, are $542,452 less than
revenues for the quarter ended  September 30, 1997.  This can be attributed to a
decrease  in home  sales of  $106,643  and a  decrease  in lot and land sales of
approximately $400,000.

Currently sales backlog on Company constructed homes is $2,554,862. Construction
on these homes is 42%  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 for the quarter ended September
30, 1998,  as compared to the quarter  ended  September  30, 1997,  from 2.6% to
14.4%.

Operating expenses increased by $1,630 for the quarter ended September 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 third quarter of 1998 of $13,246  compared to
a net income of $122,800 for the third 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  $950,000 as of September  30,
1998, 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

                                       8
<PAGE>

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  $3,278,233 as
of September 30, 1998) 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  $3,200,000.  At  September  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 NINE MONTH  PERIODS ENDED  SEPTEMBER 30, 1998 AND
1997

Total  revenues for the nine months ended  September 30, 1998, are $788,001 less
than for the nine  months  ended  September  30,  1997.  This can be  attributed
primarily to a decrease in home sales of  approximately  $260,000 and a decrease
in lot and land sales of  approximately  $260,000  and a decrease in real estate
commissions of approximately $120,000.

Gross profit percent on home sales increased from 5.7% for the nine months ended
September 30, 1997, to 11.1% for the nine months ended September 30, 1998.

Operating  expenses decreased by $37,905 for the nine months ended September 30,
1998, as compared to the nine months ended September 30, 1997.

Net loss for the nine months ended September 30, 1998, was $10,393 compared with
a net income of $71,389 for the nine months ended September 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.


November 24, 1998                       By: Mark L. Gilliam                   
                                            --------------------------
                                            Mark L. Gilliam
                                            Vice President on Behalf of
                                            the registrant and as Chief
                                            Financial Officer

                                       10