U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549


                          FORM 10-KSB


     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1995.

      [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE
             SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from               to
Commission File No. 33-24138-D


                       CAPITAL GROWTH, INC.
         (Name of small business issuer in its charter)


          Nevada                               87-0463772
State or other jurisdiction of           (I.R.S. Employer
incorporation or organization                  Identification No.)


  150 Wright Brothers Drive, Ste. 570
      Salt Lake City, Utah                        84116
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code:  (801) 575-6600

 Securities registered pursuant to Section 12(b) of the Act: None

 Securities registered pursuant to Section 12(g) of the Act: None

       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 (or for such shorter period that the  registrant
was  required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.  Yes  X      No

       The aggregate market value of the common voting stock held
by non-affiliates as of May 31, 1996:  Not Determinable.

        Shares outstanding of the Registrant's common stock as of
May 31, 1996:  42,500,000 shares.

        The  issuer's  revenues for the year ended  December  31,
1995, were nominal
                              PAGE 1
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                              PART I
Item 1.  Description of Business.
     (a)  General Development of Business.
      Capital  Growth, Inc. (the "Registrant" or "Company"),  was
incorporated under the laws of the State of Nevada on  March  28,
1988.   The  Registrant  was organized to raise  capital  and  to
investigate  and  acquire any suitable asset, property  or  other
business  opportunity which management believes has good business
potential.   No  specific  business  or  industry  is   presently
contemplated.

      The Company was formed as a wholly-owned subsidiary of Data
Growth, Inc., a public blind pool (blank check) company, for  the
purpose  of  allowing the shareholders of Data  Growth,  Inc.  to
participate  in  another  company  which  will  seek  a  business
acquisition  of  its  own.  The formation of the  Registrant  was
intended  to diversify the number and type of acquisitions  which
could potentially benefit the shareholders of Data Growth, Inc.

      In  connection  with  its  formation,  the  Company  issued
5,000,000  Units  comprising 5,000,000 shares  of  common  stock,
5,000,000  A  Warrants and 5,000,000 B Warrants to  Data  Growth,
Inc. for $50,000.

      Data Growth, Inc. during 1989, distributed 4,600,640 of the
Units  to its shareholders on a 1 for 3 basis (one Unit for every
three shares) and retained 399,360 Units.

      The  Units were distributed at no cost to Data Growth, Inc.
shareholders  who were shareholders of record as of  January  23,
1989,  the Record Date.  One Unit was distributed for each  three
shares owned as of the Record Date.  The stock, A Warrants and  B
Warrants are evidenced by transferable certificates and  are  not
separable from the Units.

                           PAGE 2
<PAGE>
   
      The  distribution  of the Units and  the  exercise  of  any
Warrants was not conditioned upon the consent of shareholders  of
Data  Growth, Inc. or upon the subscription of any minimum number
of shares or Warrants.

      The  Company's outstanding Warrants are not detachable from
the Units and may not be traded separately.  Each "A" Warrant  is
exercisable  at  a price of $.20 per share through  December  31,
1996, and the "B" Warrants at $.30 per share through December 31,
1996,  (these  dates  are extensions of  the  original  dates  of
September  30, 1989 and March 31, 1990).  The exercise price  may
be  reduced  at the  option of management of the Company  without
changing the number of outstanding warrants.

      All  Unit  Warrants  are subject to  a  one-time  right  of
redemption  by  the  Company at $.001 per  Warrant,  on  30  days
notice,  at any time after the market price (based on the closing
bid  price  as  reported by any market-maker)  of  the  Company's
common stock for any consecutive 20 day period reaches or exceeds
the  Warrant  exercise price.  All outstanding Warrants  must  be
redeemed if any are redeemed.  If notice of redemption is  given,
a  holder of a Warrant will have a 30 day period after notice  of
redemption is given in which to exercise his Warrants after which
he  will  be  compelled  to  accept the  redemption  price.   The
redemption  price will be paid to the registered owner  as  of  a
specified  record  date and the certificate  will  be  considered
canceled.

      The  Warrants contain provisions that protect  the  holders
thereof  against dilution by adjustment of the exercise price  in
certain  events,  such  as  stock  dividends  and  distributions,
splits, recapitalization, mergers or consolidations.  The Company
is  not  required to issue fractional shares with respect to  any
such adjustment.  A holder of Warrants, as such, does not possess
any  rights as a shareholder of the Company unless such  Warrants
are exercised.

                           PAGE 3
<PAGE>

     (b)  Financial Information about Industry Segments.
      The  Registrant  does not presently have separate  industry
segments.

     (c)  Narrative Description of the Business.

General Discussion
     The Company's business plan is to seek one or more potential
business ventures, anywhere in the United States, which,  in  the
opinion  of  management may warrant involvement by  the  Company.
The  Company  will only acquire businesses which can generate  or
provide audited financial statements.  Management intend to  make
acquisitions  of  entities  for  which  it  can  obtain   audited
financial  statements.  This will limit the types  of  businesses
which  the  Company  could  acquire to  those  firms  which  have
previously   had  audited  financial  statements.   The   Company
recognizes that because of its limited financial, managerial  and
other  resources,  the  number  of  suitable  potential  business
ventures  which may be available to it will be extremely limited.
The  Company's  principal  business objective  will  be  to  seek
long-term  growth potential in the business venture in  which  it
participates rather than to seek immediate, short-term  earnings.
In  seeking to attain the Company's business objective,  it  will
not  restrict its search to any particular business or  industry,
but  may participate in business ventures of essentially any kind
or   nature,  including,  but  not  limited  to,  finance,   high
technology,  manufacturing, natural resources, service,  research
and    development,    communications,   insurance,    brokerage,
transportation   and   others.    Management's   discretion    is
unrestricted  and  it  may participate in  any  business  venture
whatsoever,  which  may  meet the business  objectives  discussed
herein.   It is emphasized that the business objectives discussed
are extremely general and are not intended to be restrictive upon
the discretion of management.

                          PAGE 4
<PAGE>
      The  Company  will  seek  one or  more  potential  business
ventures  from  its  known  sources, but  will  rely  heavily  on
personal  contacts  of  its officers and  directors  as  well  as
indirect  associations  between  them  and  other  business   and
professional people.  It is not anticipated that the Company will
engage  professional firms specializing in business  acquisitions
or  reorganizations.  In some instances, the Company may  publish
notices or advertisements seeking a potential business venture in
financial or trade publications.

      The  Company will not restrict its search for any  specific
kind  of  firms, but may acquire a venture in its preliminary  or
development stage, may participate in a business which is already
in  operation or in a business in various stages of its corporate
existence.  It is impossible to predict at this stage the  status
of  any venture in which the Company may participate, in that the
venture  may need additional capital, may merely desire  to  have
its   shares  publicly  traded,  or  may  seek  other   perceived
advantages  which the Company may offer.  In some instances,  the
business endeavors may involve the acquisition of or merger  with
a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common
stock.

      Firms  which  seek  the  Company's participation  in  their
operations through a reorganization, asset acquisition,  or  some
other means may desire to do so to avoid what such firms may deem
to  be  adverse factors related to undertaking a public offering.
Such  factors  include  substantial time requirements  and  legal
costs,  along  with other conditions or requirements  imposed  by
various state laws.

      To  a large extent, a decision to participate in a specific
business endeavor may be made upon management's analysis  of  the
quality  of  the  other  firm's  management  and  personnel,  the

                          PAGE 5
<PAGE>
anticipated acceptability of new products or marketing  concepts,
the  merit  of technological changes, and numerous other  factors
which  are  difficult, if not impossible, to analyze through  the
application of any objective criteria.  In many instances, it  is
anticipated that the results of a specific firm to date  may  not
necessarily be indicative of the potential for the future because
of  the  requirement to substantially shift marketing approaches,
expand   significantly,  change  product  emphasis,   change   or
substantially augment management, and other factors.  Because the
Company   may  participate  in  business  endeavors  with   newly
organized firms or with firms which are entering a new  phase  of
their growth, it should be emphasized that the Company will incur
further  risks since management in many instances will  not  have
proved  its  abilities or effectiveness, the eventual  market  of
such  firm's  product or services will likely not be established,
and the profitability of the firm will be unproved and cannot  be
predicted.

     The analysis of new business endeavors will be undertaken by
or  under the supervision of the officers and directors, none  of
whom is a professional business analyst.  No member of management
has  any significant business experience or expertise in any type
of  business  which is likely to be investigated by the  Company.
Thus, management will have to rely on their own common sense  and
business  judgment as well as upon the advice of  consultants  to
examine  the  factors described herein.  The mention  of  various
factors  to  be looked at by management with regard to  potential
business  endeavors should not be read as implying any experience
or   expertise  on  behalf  of  management.   These  are   merely
guidelines which stockholders should know that management will go
by  as  they attempt to examine potential business ventures.   In
analyzing   prospective  business  endeavors,   management   will
consider  such matters as the available technical, financial  and
managerial  resources, the working capital  and  other  financial
requirements,  the history of operations, if any;  prospects  for
the  future; the nature of present and expected competition;  the
quality  and  experience  of management  services  which  may  be

                        PAGE 6
<PAGE>
available  and  the depth of that management; the  potential  for
further  research, development or exploration; risk factors;  the
potential for growth and expansion; the potential for profit, the
perceived public recognition or acceptance of products, services,
trade  or  service marks; name identification; and other relevant
factors.

     Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of  available facts, without reliance upon any single  factor  as
controlling.

      It is anticipated that business endeavors will be available
to  the Company from various sources, including its officers  and
directors,   professional  advisors,  securities  broker-dealers,
venture  capitalists,  members of the  financial  community,  and
other   who  may  present  unsolicited  proposals.   In   certain
circumstances, the Company may agree to pay a finder's fee or  to
otherwise   compensate  investment  banking  or  other   services
provided by persons who are unaffiliated with the Company but who
submit  a  potential  business  endeavor  in  which  the  Company
participates.  No such finder's or other fees will be paid to any
person  who is an officer, director, owner of record or,  to  the
knowledge of the Company the owner beneficially of 10% or more of
the  Company's issued and outstanding stock, unless  approval  is
received by majority vote of disinterested shareholders.

      The Company may acquire a business venture by conducting  a
reorganization  involving  the  issuance  of  securities  in  the
Company.  Due  to the requirements of certain provisions  of  the
Internal  Revenue Code of 1986 (as amended) in  order  to  obtain
certain beneficial tax consequences in such reorganizations,  the
number  of shares held by all of the present shareholders of  the
Company  prior  to such transaction or reorganization,  including
persons  purchasing shares in this offering, may be substantially
less  than the total outstanding shares held by such shareholders

                              PAGE 7
<PAGE> 
in  any  reorganized entity.  As noted above, such a  transaction
may  be  based upon the sole determination of management  without
any  vote  or  approval by the shareholders of the Company.   The
result of any such reorganization could be additional dilution to
the shareholders of the Company prior to such reorganization.  If
the  Company  were to issue substantial additional securities  in
any such reorganization, or otherwise, such issuance may have  an
adverse  effect  on any trading market which may develop  in  the
Company's securities in the future.

      It  is  anticipated  that  the  investigation  of  specific
business endeavors and the negotiation, drafting and execution of
relevant  agreements, disclosure documents and other  instruments
will  require  substantial  management  time  and  attention  and
substantial  costs for accountants, attorneys and others.   If  a
decision  is  made  not  to participate in  a  specific  business
endeavor,   the  costs  theretofore  incurred  in   the   related
investigation would not be recoverable. Furthermore, even  if  an
agreement is reached for the participation in a specific business
venture, the failure to consummate that transaction may result in
the loss to the Company of the related costs incurred.

      The  Issuer has not yet engaged in any business activities.
The Company has no formal business plan or any particular area of
business  in  which  it  intends to engage.   Management  of  the
Company  will attempt to acquire on behalf of the Company assets,
properties  and/or  ongoing businesses  which  it  believes  have
potential   for   successful  development.   This   may   include
businesses  or  assets  related  to  manufacturing,  retail   and
wholesale  sales,  industrial development, and  natural  resource
development  or  any other field of business  or  endeavor  which
Management  of  the  Company  may encounter.  Management  of  the
Company  have  not adopted any formal business plan or  conducted
any market studies with respect to any business or industry.   No
representation  is made that Management of the Company  have  any

                             PAGE 8
<PAGE>
particular  expertise in connection with the proposed  activities
of  the  Company  or any particular industry or  business  field.
Management  of  the  Company may rely on independent  experts  or
consultants  in  any  business field  in  connection  with  their
examination and investigation of potential acquisitions.

      Management  intends  to send a letter to  its  stockholders
every  time  the  Company is involved in a transaction  or  which
relates  to an event deemed by management to be material  to  the
Company.   This would include a change in management, acquisition
of  substantial assets, or other similar matters  such  as  would
also  be disclosed by the Company on Form 8-K and/or 10-QSB filed
with the Securities and Exchange Commission.

     Management of the Company presently have no specific assets,
properties  or  business  operation which  it  has  in  mind  for
potential  acquisition nor does it have any particular  areas  of
business  or  industry  in  which it intends  to  look  for  such
business acquisitions.

      In  the  acquisition of any given business the Company  may
incur  substantial  indebtedness which will substantially  change
the capital structure of the Company and would most likely expose
the Company's stockholders to a greater risk of loss in the event
of financial difficulty.

                            PAGE 9
<PAGE>
Item 2.  Properties.
      The  Registrant has no material assets except cash  in  the
approximate amount of $800 at December 31, 1995.

Office Facilities and Employees
      The  Company  has  no  office  facilities  of  its  own  or
employees.  The Company uses the offices and various  office  and
accounting  services of the firm of Peterson, Siler &  Stevenson.
The  Company's president was an officer and shareholder  of  such
firm  during 1994 and part of 1995.  Such services and facilities
are being provided for a fee of $100 per month.

Item 3.  Legal Proceedings.
       There  are  not  currently  any  material  pending   legal
proceedings, to which the registrant is a party or of  which  any
of  its property is subject and no such proceedings are known  to
the registrant to be threatened or contemplated by or against it.

Item 4.  Submission of Matters to a Vote of Security Holders.
      No  matter was submitted to a vote of the security holders,
through  solicitation  of  proxies or otherwise  during  the  4th
quarter of the fiscal year covered by this report.

                            PAGE 10
<PAGE>
                              PART II

Item  5.   Market  for  Common  Equity  and  Related  Stockholder
Matters.

     (a)  Market Information.
      The  registrant's  common stock  has  never  been  actively
traded, however the common stock is eligible for quotation on the
electronic bulletin board.

     (b)  Holders.
     The approximate number of holders of the registrant's common
stock as of May 31, 1996 is 319.

     (c)  Dividends.
      The registrant has not paid any cash dividends to date  and
does  not  anticipate  or  contemplate paying  dividends  in  the
foreseeable future.  It is the present intention of management to
utilize  all available funds for the development of the Company's
business.

       The   Company   is  authorized  by  its   certificate   of
incorporation  to issue up to 50,000,000 shares of common  stock,
$.001 par value.

      One-third of the outstanding shares of the Company's common
stock  must be present at a duly called shareholders' meeting  in
order to have a quorum.  However, under Nevada law, amendments to
the Company's articles of incorporation and certain other matters
require  an  affirmative  vote of at  least  a  majority  of  all
outstanding shares.

      All  shares  of stock, when issued, will be fully-paid  and
nonassessable.  All shares are equal to each other  with  respect
to voting, liquidation and dividend rights.  Holders of shares of
common stock are entitled to one vote for each share they own  at
any stockholders' meeting.  Holders of shares of common stock are

                            PAGE 11
<PAGE>
entitled  to  receive such dividends as may be  declared  by  the
Board  of Directors out of funds legally available therefor,  and
upon  liquidation  are  entitled to  participate  pro-rata  in  a
distribution  of  assets  available for such  a  distribution  to
stockholders.   There  are no conversion,  pre-emptive  or  other
subscription  rights or privileges with respect  to  any  shares.
Reference  is  made  to the Company's Articles  of  Incorporation
together with the Amendments thereto and its By-Laws as  well  as
to  the  applicable statutes of the State of Nevada  for  a  more
complete description of the rights and liabilities of holders  of
common  stock.   The common stock of the Company  does  not  have
cumulative  voting rights which means that the  holders  of  more
than  50% of the shares voting for the election of directors  may
elect  all  of the directors if they choose to do  so.   In  such
event, the holders of the remaining shares aggregating less  than
50% will not be able to elect any directors.

Item  6.   Management's  Discussion  and  Analysis  or  Plan   of
Operation.
     The Company was incorporated March 28, 1988, for the purpose
of  investing  in  any and all types of assets,  properties,  and
businesses.    The   Company  has  completed   a   public   stock
distribution on behalf of its sole shareholder, Data Growth, Inc.
with  4,600,460  shares being distributed to the shareholders  of
Data  Growth, Inc. Distribution expenses of $26,989  were  offset
against the amount paid by Data Growth, Inc. for the stock.   The
distribution was registered on Form S-18 with the Securities  and
Exchange  Commission.  The Company's only business  activity,  to
date,  has been its formation, the registration of its securities
and  the  preliminary investigation of potential investments  and
acquisitions.

        The  Company's plan of operation is to actively pursue  a
business  combination with an existing business  operation.   The
Company  presently has no business combination  contemplated  but
intend to actively seek such a combination.

                             PAGE 12
<PAGE>
Item 7.  Financial Statements.
       See attached financial statements.


Item  8.   Changes  In  and  Disagreements  with  Accountants  on
Accounting and Financial Disclosure.

        As  reported  in  a  Form  8-K dated  May  3,  1994,  the
registrant  changed  auditors in May 1994.  The  information  set
forth in said Form 8-K is incorporated herein by reference.   The
change  in  auditors was brought about by the decision  of  prior
auditors  to limit or eliminate the auditing of public  companies
and was approved by the registrants' board of directors.

        No  adverse opinion, disclaimer of opinion, qualification
or  modification  as  to uncertainly, audit scope  or  accounting
principles  exists  in any report of any prior  auditors  on  the
financial statements of the registrant.

        The registrant is not aware, and has not been advised  by
any  former  accountants, of any disagreement on  any  matter  of
accounting   principles   or   practices,   financial   statement
disclosure,  or auditing scope or procedure.  The registrant  has
not   consulted  its  current  auditors  regarding   either   the
application of accounting principles to any specified transaction
or any disagreement with any former accountants.

                           PAGE 13
<PAGE>
                             PART III


Item  9.   Directors, Executive Officers, Promoters  and  Control
Persons; Compliance with Section 16(a) of the Exchange Act.


     (a) Identification of Directors.

      The current sole director of the registrant, who will serve
until  the  next  annual  meeting, or until  his  successors  are
elected or appointed and qualified, is set forth below:


                              YEAR FIRST ELECTED
     NAME           AGE         AS DIRECTOR        POSITION

Gary B. Peterson    48        Since Inception     President,
                                                  Secretary/
                                                  Treasurer and
                                                  Director


     (b) Identification of Executive Officers.
      Same as above.

     (c) Significant Employees.
      The registrant has no significant employees.

     (d) Family Relationships.
      None.

     (e) Business Experience.
     (1)  Background

      Gary B. Peterson, is currently the chief executive officer
of Data Security Corporation, a public company, and is also
functioning as the chief financial officer of Digitran Systems,
Inc., a public company.  From 1982 through 1995, Mr. Peterson was

                           PAGE 14
<PAGE>
a shareholder/officer in the Utah C.P.A. firm of Peterson,
Siler & Stevenson.  Mr. Peterson is qualified to practice as a CPA
in California and Utah and is a member of the Utah Society of
Certified Public Accountants and the American Institute of CPA's.
Prior to starting his own practice in 1982 he worked as a tax
senior and manager with Price Waterhouse & Company from 1972 to
1976, Touche Ross & Company from 1976 to 1977 and Charles Huber &
Associates from 1977 to 1978.  Mr. Peterson worked as a controller
for Newbery Engineering and Construction Company from 1978 to 1982, 
where he was responsible for all of the company's financial
matters.  Mr. Peterson graduated with honors from Brigham Young
University in Provo, Utah in 1972.  Mr. Peterson has served as
President of Data Growth, Inc., the parent company of the 
Registrant since its inception in January 1986.  Mr. Peterson has
served as a Director and Secretary-Treasurer of Maxi Group, Inc., 
a public blank-check company since its inception in June, 1986.


     (2) Directorships
       Except  as  described  herein  none  of  the  registrant's
directors,  nor  any  person nominated  or  chosen  to  become  a
director holds any other directorships in any other company  with
class  of  securities registered pursuant to Section  12  of  the
Exchange  Act or subject to the requirements of Section 15(d)  of
such Act or any company registered as an investment company under
the Investment Company Act of 1940.

     (f)  Involvement in Certain Legal Proceedings.
      None of the officers or directors have been involved in any
material legal proceedings which occurred within the  last  five
years of any type as described in Section 401(f) of Regulation S-K.

Item 10.  Executive Compensation.

     (a)  Cash Compensation.
      During  the  last  fiscal year, none  of  the  registrant's
officers or directors individually received any salary,  wage  or
other  compensation.   During  the  current  fiscal   year   the
registrant  has no present plans to pay compensation to  officers
or directors.

                              PAGE 15
<PAGE>
      However, the Company accrued fees payable to the accounting
firm  of  Peterson, Siler & Stevensen, of which the  registrant's
president was a managing partner during 1994 and part of 1995, in
the  amount  of  $6,394  for 1994, and $3,310.00  for  1995,  for
accounting services rendered by such firm to the registrant.


     (b)  Compensation Pursuant to Plans.
      There  are presently no ongoing pension or other  plans  or
arrangements  pursuant to which remuneration is  proposed  to  be
paid  in the future to any of the officers and directors  of  the
registrant.
     (c)  Other Compensation.
     None.
     (d)  Compensation to Directors.
     None.

Item 11.  Security Ownership of Certain Beneficial Owners &
          Management.
       
     The  following  table  sets  forth  the  beneficial  stock
ownership of all persons known by the registrant to own more than
5%  of  the  outstanding  common  stock,  and  the  officers  and
directors, both individually and as a group.

Name and                      Amount and Nature    Percent
Address          Position     of Beneficial        of
of Beneficial    with         Ownership            Class
Owner            Company                          
                                
Gary B.          President,    1,166,667l             2.9%  
Peterson         Secretary/    record &                
                 Treasurer &   (1)(2)                      
                 Director                            
                      
Robert W. Mann,               37,500,000             88.2%                      
Trustee, Robert                                      
W. Mann                         
Retirement                      
Trust

All officers and directors as
a group (1 person)            1,166,667 shares         2.9%


      (1)  Mr. Peterson could also be deemed to beneficially  own
76,667  shares  owned  by two partnerships  of  which  he  is  an
affiliate.

      (2)   Mr.  Peterson has granted an option with  respect  to
1,000,000  of  these  shares.   See  "Certain  Relationships  and
Related Transactions" below.

                               PAGE 16
<PAGE>

     Changes in Control.
       There  are no arrangements including pledges by any person
of  securities of the Company, the operation of which  may  at  a
subsequent date result in a change in control of the Company.

Item 12. Certain Relationships & Related Transactions.
      On  or  about March 31, 1993, the Robert W. Mann Retirement
Trust,  Robert  W.  Mann,  Trustee (of Los  Angeles,  California)
acquired  35,000,000  Units from the Company  for  $35,000.   The
Units  comprise  35,000,000 restricted shares  of  common  stock,
35,000,000  A  Warrants  exercisable  at  $.20  per  share  until
December 31, 1993 and 35,000,000 B Warrants exercisable  at  $.30
per share until December 31, 1993.  This transaction resulted  in
a shift in voting control to the Robert W. Mann Retirement Trust.
The funds will be used to pay current liabilities and to maintain
the corporation.

      In  September  1995,  the Robert W. Mann  Retirement  Trust
purchased  2,500,000 shares of common stock from the Company  for
$2500.  This was not an arms-length transaction.

     In connection with the foregoing, Gary B. Peterson, the sole
officer and director of the Company has granted an option to  the
Robert W. Mann Retirement Trust, wherein said Trust has the right
to  purchase 1,000,000 shares of the Company's common stock  from
Mr. Peterson for $50,000 within seven years of March 31, 1993, or
within two years of any acquisition by the Company.

      The founding stockholder of the Company, Data Growth, Inc.,
purchased  from  the  Company,  5,000,000  Units  comprising   an
aggregate   of  5,000,000  shares,  5,000,000  A  Warrants,   and
5,000,000 B Warrants for $50,000 in August, 1988.

                               PAGE 17
<PAGE>                                  
       No  officer, director, promoter or affiliate of the Issuer
has   any  direct  or  indirect  material  interest  by  security
holdings,  contracts, or otherwise in the  Issuer  or  any  asset
proposed  to  be acquired by the Is suer other than as  described
herein.

       The  Company  has  no  office facilities  of  its  own  or
employees.  The  Company  uses the  offices  and  various  office
services  of  the  firm  of Peterson,  Siler  &  Stevenson.   The
Company's  president is the managing partner of such firm.   Such
services and facilities are being provided for a fee of $100  per
month.  Such firm also provides accounting services, for which it
also received compensation as disclosed previously.

      During  the  year  ended December  31,  1993,  the  Company
received  advances  of  $17,200 from  Data  Growth,  Inc.,  which
currently  holds  a  minority  interest  in  the  Company.   Such
advances are non interest-bearing and unsecured.  During 1995 and
1994,  the Company repaid $1,021 and $395, respectively, to  Data
Growth  (a  company  who owned the majority  of  the  outstanding
company  stock prior to the distribution described  herein).   At
December 31, 1995, $15,724 was owning to Data Growth.

Item 13.  Exhibits and Reports on Form 8-K.
      (a)   The following documents are filed as a part  of  this
report:
     1.  Audited Financial Statements for the year ended December
31, 1994 and 1995 are included as part of this report.
     2.  Financial Statement Schedules.
        None.
     3.  Exhibits.
        None

                             PAGE 18
<PAGE>
     Reports on Form 8-K.

      The  Company filed no reports on Form 8-K during  the  last
quarter of the year ended December 31, 1995.

                              PAGE 19
<PAGE>
                           SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities
Exchange  Act  of  1934,  the registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.

                                   CAPITAL GROWTH, INC.



Date:      June 28, 1996            /s/ Gary B. Peterson
                                    Gary  B. Peterson, President,
                                    Chief Executive Officer, and          
                                    Chief Financial Officer



      Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the dates indicated.



Date:      June 28, 1996           /s/ Gary B. Peterson
                                   Gary B. Peterson, Director





                              PAGE 20
<PAGE>


                     CAPITAL GROWTH, INC.
                 (A Development Stage Company)






                             INDEX


                                                        Page


Independent auditors' report                              1


Balance sheet, December 31, 1995                          3


Statement of operations for the years
ended December 31, 1995 and 1994 and
for the period from March 28, 1988
(date of inception) through December 31,
1995                                                      4


Statement of stockholders' equity for
the period from March 28, 1988 (date
of inception) through December 31,
1995                                                      5


Statement of cash flows for the years
ended December 31, 1995 and 1994 and
for the period from March 28, 1988 (date
of inception) through December 31, 1995                   7


Notes to financial statements                             8




<PAGE?




                           TANNER+CO.
                 675 East 500 South,  Suite 640
                   Salt Lake City, Utah 84102
                    Telephone (801) 532-7444
                       Fax (801) 532-4911



                  INDEPENDENT AUDITORS' REPORT





To the Board of Directors of
Capital Growth, Inc.


      We  have audited the accompanying balance sheet of  Capital
Growth,  Inc., (a development stage Company) as of  December  31,
1995,  and  the  related statements of operations,  stockholders'
deficit  and  cash  flows for the two years then  ended  and  the
cumulative  amounts  from  March 28, 1988  (date  of  inception).
These   financial  statements  are  the  responsibility  of   the
Company's  management.   Our  responsibility  is  to  express  an
opinion on these financial statements based on our audits.

      We  conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether   the   financial  statements  are   free   of   material
misstatement.   An  audit includes examining, on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.   An  audit  also includes assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

      In  our opinion, the financial statements referred to above
present  fairly, in all material respects, the financial position
of  Capital  Growth,  Inc.,  (a  development  stage  Company)  at
December 31, 1995 and the results of its operations and its  cash
flows  for  the two years then ended and cumulative amounts  from
March  28,  1988 (date of inception) in conformity with generally
accepted accounting principles.

      The  accompanying financial statements have  been  prepared
assuming  that the Company will continue as a going concern.   As
discussed in note 2 to the financial statements, the Company  has
suffered  recurring losses and has a net capital deficiency  that
raise  substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are  also
described in note 2.  The financial statements do not include any
adjustments   that  might  result  from  the  outcome   of   this
uncertainty.

/s/ TANNER + CO.

Salt Lake City, Utah
May 8, 1996



<PAGE>


                      CAPITAL GROWTH, INC.
                 (A Development Stage Company)

                         Balance Sheet

                       December 31, 1995







       ASSETS

Current assets -
  cash                                              $    801


       LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable to related entity                $ 10,132
  Advances payable to related entity                  15,724
                                                      -------
      Total liabilities                               25,856

Stockholders' deficit:
  Common stock; $.001 par value; 50,000,000
     shares authorized, 42,500,000 shares
     issued and outstandin                            42,500
  Additional paid-in capital                          18,102
  Deficit accumulated during the development
    stage                                            (85,657)
                                                     --------
       Total stockholders' deficit                   (25,055)
                                                     --------
       Total liabilities and stockholders' deficit  $    801
                                                     --------






See accompanying notes to financial statements.



                              -3-

<PAGE>
                      CAPITAL GROWTH, INC.
                 (A Development Stage Company)

                    Statement of Operations







                                                         Cumulative
                                          Years Ended      Amounts
                                          December 31,      Since
                                         1995      1994   Inception
                                         -----    -----   ---------
Revenue - interest income            $     51       207      2,471
                                         -----    -----   ---------
Expenses:
  Professional fees                     3,310     9,394     61,376
  Administrative expenses               4,760     4,263     24,016
  Amortization of organization costs       -         -       2,136
                                        -----     -----    --------- 
     Total expenses                     8,070    13,657     87,528
                                        -----    ------    ---------
Loss before income taxes               (8,019)  (13,450)   (85,057)
                                       -------  --------   --------- 
Income taxes - current                   (100)     (100)      (600)
                                      --------  --------   ----------
Net   loss                            $(8,119)  (13,550)   (85,657)
                                      --------  --------   ----------
Loss per share                          $(.00)     (.00)      (.01)
                                      --------  --------   ----------
Weighted average shares            40,625,000 40,000,000 17,418,478
                                   ---------- ---------- ------------





See the accompanying notes to financial statements.



                                  -4-
<PAGE>
                          CAPITAL GROWTH, INC.
                     (A Development Stage Company)

                   Statement of Stockholders' Deficit

                    From Inception on March 28, 1988
                       Through December 31, 1995






                                                                 Deficit
                                                                 Accumulated
                                  Number   Common     Additional During the
                                  of       Stock at   Paid-In    Development
                                  Shares   Par Value  Capital    Stage
                                 -------  ----------  ---------- ------------
Balance, March 28, 1988              -    $     -            -           -

Shares issued to initial stock-
holder for cash, August, 1988  
at $.001 per share             5,000,000      5,000       21,266         -

Net loss for the period ended
December 31, 1988                     -         -             -         (649)
                               ---------   ----------  ----------- ----------
Balance, December 31, 1988     5,000,000      5,000        21,266       (649)

Offering costs incurred during 1989   -         -          (3,164)       -

Net loss for the year ended
December 31, 1989                     -         -             -      (16,406)
                               ---------   -----------  ----------- ---------
Balance, December 31, 1989     5,000,000     5,000         18,102    (17,055)

Net loss for the year ended
December 31, 1990                     -         -             -      (11,228)
                               ---------   -----------  ----------- ---------
Balance, December 31, 1990     5,000,000     5,000         18,102    (28,283)




                                  -5-
<PAGE>
                          CAPITAL GROWTH, INC.
                     (A Development Stage Company)

             Statement of Stockholders' Deficit - Continued
 
                                                                Deficit
                                                                Accumulated
                                 Number   Common     Additional During the
                                 of       Stock at   Paid-In    Development
                                 Shares   Par Value  Capital    Stage
                                --------  ---------  ---------- -----------

Net loss for the year ended
December 31, 1991                      -          -        -      (13,188)
                                 --------- --------  ---------- -----------
Balance, December 31, 1991       5,000,000     5,000    18,102    (41,471)

Net loss for the year ended
December 31, 1992                      -          -        -       (8,448)
                                 --------- ---------  --------- -----------
Balance, December 31, 1992       5,000,000     5,000    18,102    (49,919)
Stock issued in private
placement for cash March, 1993
at $.001 per share              35,000,000    35,000       -          -

Net loss for the year ended
December 31, 1993                      -          -        -      (14,069)
                                ---------- ---------  ---------  -----------
Balance, December 31, 1993      40,000,000    40,000    18,102    (63,988)

Net loss for the year ended
December 31, 1994                      -          -        -      (13,550)
                                ---------- ---------  ---------  -----------
Balance, December 31, 1994      40,000,000    40,000    18,102    (77,538)

Stock issued in private placement
for cash September, 1995 at $.001
per share                        2,500,000    2,500        -          -

Net loss for the year ended
December 31, 1995                      -          -        -       (8,119)
                                ---------- ---------  ---------  -----------
Balance, December 31, 1995      42,500,000   $42,500    18,102    (85,657)
                                ---------- ---------  ---------  -----------



See accompanying notes to financial statements.


                                  -6-
<PAGE>
                          CAPITAL GROWTH, INC.
                     (A Development Stage Company)

                        Statement of Cash Flows







                                                            Cumulative
                                            Years Ended       Amounts
                                            December 31,      Since
                                           1995      1994     Inception
                                          -----      ----     ---------
Cash flows from operating activities:
    Net  loss                           $(8,119)   (13,550)    (85,657)
  Adjustments to reconcile net loss
    to net cash used in operating
    activities:
       Amortization expense                 -          -         2,136
       Increase in organization costs       -          -        (2,136)
       Increase (decrease) in:
         Accounts payable                 1,860      3,506      10,032
         Income taxes payable               -          -           100
                                         -------   --------   ---------
         Net cash used in
         operating activities            (6,259)   (10,044)    (75,525)
                                         -------   --------   ----------

Cash flows from investing activities        -          -           -
                                         -------   --------   -----------
Cash flows from financing activities:
  Advances (to) from related entity      (1,081)      (395)      15,724
  Proceeds from issuance of common stock  2,500        -         87,500
  Public offering costs                     -          -        (26,898)
                                         -------   ---------   ------------
       Net cash provided by (used in)
       financing activities               1,419       (395)      76,326
                                         -------   ---------   -------------
Net increase (decrease) in cash          (4,840)   (10,439)         801

Cash, beginning of period                 5,641     16,080          -
                                         -------   ----------   ------------
Cash, end of period                    $    801      5,641          801
                                         -------   ----------   ------------

See accompanying notes to financial statements.

                                  -7-
<PAGE>
                      CAPITAL GROWTH, INC.
                 (A Development Stage Company)

                 Notes to Financial Statements

                   December 31, 1995 and 1994





(1)  Summary of Significant Accounting Policies

     The  Company  was organized under the laws of the  state  of
  Nevada on March 28, 1988 and has designated December 31 as  its
  fiscal  year  end.   The  Company  has  not  commenced  planned
  principal  operations  and purposes to seek  business  ventures
  which  will  allow for long-term growth.  Further, the  Company
  is  considered a development stage company as defined  in  SFAS
  No. 7 and has not, thus far, engaged in business activities  of
  any  kind.   Its  principal  activities  since  inception  have
  consisted  of  the  offer  and sale of  common  stock  and  the
  engagement   of  legal  counsel  and  other  professionals   in
  connection  with  a  proposed  public  offering  of  additional
  common shares.  The Company has, at the present time, not  paid
  any  dividends and any dividends that may be paid in the future
  will depend upon the financial requirements of the Company  and
  other relevant factors.

  Cash and Cash Equivalents
     Cash  equivalents are generally comprised of certain  highly
  liquid investments with maturities of less than three months.

  Organization Costs
     The  Company amortized its organization costs, which reflect
  amounts  expended  to  organize the Company,  over  sixty  (60)
  months using the straight-line method.  The organization  costs
  were fully amortized by December 31, 1993.

  Loss Per Share
     The  computation of loss per share of common stock is  based
  on  the  weighted  average number of shares outstanding  as  of
  December  31,  1995  and  1994,  respectively.   Common  shares
  issuable  upon  exercise of stock purchase warrants  and  stock
  options  are  not  included in the per share  computation  when
  their effect would be antidilutive.

  Use of Estimates in the Preparation of Financial Statements
     The  preparation of financial statements in conformity  with
  generally  accepted  accounting principles requires  management
  to  make  estimates  and assumptions that affect  the  reported
  amounts  of assets and liabilities and disclosure of contingent
  assets  and liabilities at the date of the financial statements
  and  the  reported amounts of revenues and expenses during  the
  reporting  period.   Actual results  could  differ  from  those
  estimates.



                              -8-
<PAGE>
                      CAPITAL GROWTH, INC.
                 (A Development Stage Company)

           Notes to Financial Statements - Continued





(2)  Going Concern

           The   accompanying  financial  statements  of  Capital
     Growth,  Inc., have been prepared on a going-concern  basis,
     which    contemplates   profitable   operations   and    the
     satisfaction  of  liabilities  in  the  normal   course   of
     business.   There  are uncertainties that raise  substantial
     doubt  about  the ability of the Company to  continue  as  a
     going  concern.   As shown in the statement  of  operations,
     the  Company  reported a net loss of  $8,119  for  the  year
     ended  December 31, 1995 and as of December  31,  1995,  and
     has a deficit in equity of $25,055.

          The  Company's  continuation  as  a  going  concern  is
     dependent upon its ability to satisfactorily meet  its  debt
     obligations,  secure  adequate new  financing  and  generate
     sufficient   cash   flows  for  operations   to   meet   its
     obligations.   The financial statements do not  include  any
     adjustments  that  might result from the  outcome  of  these
     uncertainties.

          Management has entered into a plan where it is pursuing
     other   financing  and  searching  for  additional  business
     opportunities.   It  is not known if  the  Company  will  be
     successful.


(3)  Income Taxes

          The  difference between income taxes at statutory rates
     for  1995 and 1994 and the amount presented in the financial
     statements  is the increase in the tax valuation  allowance,
     which offsets the income tax benefit of the operating loss.

           Deferred tax assets at December 31, 1995 and 1994  are
as follows:
  
                                            1995      1994
                                            ----      -----
          Operating loss carryforwards     $25,000    23,000
          Valuation allowance              (25,000)  (23,000)
                                           --------  -------- 
                                           $      -         -
                                           --------  --------
         
          The  Company  has  net operating loss carryforwards  of
     approximately  $85,000, which begin to expire  in  the  year
     2003.   The  amount of net operating loss carryforward  that
     can  be  used in any one year will be limited by significant
     changes  in  the  ownership  of  the  Company  and  by   the
     applicable  tax laws which are in effect at  the  time  such
     carryforward can be utilized.


                              -9-
<PAGE>
                      CAPITAL GROWTH, INC.
                 (A Development Stage Company)

           Notes to Financial Statements - Continued



(4)  Related Party Transactions

          The  Company  uses the offices and various  office  and
     accounting  services  of  the  firm  of  Peterson,  Siler  &
     Stevenson.   The  Company's president  was  an  officer  and
     shareholder  of  such firm during 1994  and  part  of  1995.
     Such  services  and  facilities are  being  provided  for  a
     rental fee of $100 per month.  Also, during the years  ended
     December   31,   1995   and  1994,  the   Company   recorded
     professional  fees  of $3,310 and $6,394  to  such  firm  of
     which $10,132 was due as of December 31, 1995.

          During  the  year ended December 31, 1995, a  principal
     shareholder  purchased additional stock  at  par  value  for
     $2,500.

          During  the  year ended December 31, 1993, the  Company
     had  received  advances of $17,200 from Data  Growth,  Inc.,
     which  currently holds a minority interest in  the  Company.
     Such   advances  are  non  interest-bearing  and  unsecured.
     During 1995 and 1994, the Company repaid $1,081 and $395  to
     Data  Growth  (a  company  who owned  the  majority  of  the
     outstanding   company  stock  prior  to   the   distribution
     described  in note 5 below, respectively).  At December  31,
     1995, $15,724 was owing to Data Growth.


(5)  Public Stock Distribution

          The  initial  issuance  of the Company's  common  stock
     occurred  in  August, 1988.  Such shares are a component  of
     5,000,000  units  issued.  Each unit  consists  of  one  (1)
     share  of  the  aforementioned  common  stock  and  two  (2)
     warrants to purchase shares of common stock.  Each  class  A
     warrant  entitles the holder thereof to purchase  one  share
     of  common  stock  at a price of $.20 per share  during  the
     period up to and including December 31, 1996.  Each class  B
     warrant  entitles the holder thereof to purchase  one  share
     of  common  stock  at a price of $.30 per share  during  the
     period up to and including December 31, 1996.

          In  1988, the Company prepared a registration statement
     through  which  it  registered,  for  distribution  to   the
     shareholders  of  Data  Growth,  Inc.,  4,600,640   of   the
     aforementioned  units  of common stock  and  warrants.   The
     Company  registered  the units on Form  S-18  in  accordance
     with  the Securities Act of 1933.  Such registration  became
     effective  on  December  15, 1988.  Subsequently,  4,372,229
     shares  of  the  Company's  stock were  distributed  to  the
     shareholders  of  Data Growth, Inc.   Costs  of  the  public
     distribution,  amounting  to $26,898  were  charged  against
     capital in excess of par value.

                              -10-