SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                                  FORM 10-QSB

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


       For the Six Months Ended                    Commission File Number
            August 31, 1998                                0-21547


                           MEISENHEIMER CAPITAL, INC.
                                  46 Quirk Road
                           Milford, Connecticut 06460
                                Tel: 203-877-9501


                Delaware                                06-1101766
        (State of Incorporation)            (I.R.S. Employer Identification No.)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months,  and (2) has  been  subject  to such  filing
requirements for the past 90 days.      Yes 
                                        No  X


As of January 6, 1999, the latest  practicable date, there were 4,477,084 shares
of Common Stock outstanding, $.01 par value.


<PAGE>




                           MEISENHEIMER CAPITAL, INC.

                                      INDEX

                                                                         PAGE

PART I.           FINANCIAL INFORMATION

     Item 1.  Unaudited Financial Statements:

          Consolidated Balance Sheet - August 31, 1998........................3

          Consolidated Statement of Operations for the
          Three Months and Six Months Ended 
          August 31, 1998 and 1997............................................4

          Consolidated Statement of Stockholders' Equity for the
          Six Months Ended August 31, 1998 and 1997...........................5

          Condensed Statement of Cash Flows for the
          Six Months Ended August 31, 1998 and 1997...........................6

          Notes to Consolidated Financial Statements........................7-8


     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations..................9


PART II.  OTHER INFORMATION..................................................10


                                        2

<PAGE>


                   MEISENHEIMER CAPITAL, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                              As of August 31, 1998
                                   (Unaudited)


                                     ASSETS
Current Assets:
   Cash                                              $    3,943
   Accounts receivable                                   55,431
   Inventories                                          123,551
   Investments                                           67,726
   Other current assets                                   2,743
                                                          -----
Total Current Assets                                    253,394

Property and equipment, net                             429,497
Goodwill, net                                            27,321
Prepaid advertising credits                             809,062
                                                        -------
TOTAL ASSETS                                         $1,519,274
                                                     ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Current Liabilities:
     Accounts payable and accrued expenses           $  274,828
     Note and mortgage payable - current portion         11,634
     Capital lease obligations                           18,922
     Loans payable - stockholders                       616,803
     Taxes payable                                        4,000
                                                          -----
Total Current Liabilities                               926,187

Note and mortgage payable, net of current portion       159,270

Minority interest                                       185,000

Total Liabilities                                     1,270,457

Stockholders' Equity:
   Common stock, $.01 par value; 10,000,000
     shares authorized; 4,477,084 shares
     issued and outstanding                              44,771
   Additional paid-in-capital                         3,367,008
   Treasury stock, at cost, 1,000 shares                   (686)
   Unrealized loss on available for sale securities    (151,800)
   Deficit                                           (3,010,476)
                                                     -----------

Total Stockholders' Equity                              248,817

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 1,519,274
                                                    ============


                 See Notes to Consolidated Financial Statements

                                       3

<PAGE>


<TABLE>
                   MEISENHEIMER CAPITAL, INC. AND SUBSIDIARIES
                Comparative Consolidated Statement of Operations
                                   (Unaudited)

<CAPTION>
                                                  Three            Three                  Six               Six
                                                 Months           Months                Months            Months
                                                  Ended            Ended                 Ended             Ended
                                                08/31/98         08/31/97              08/31/98          08/31/97
<S>                                          <C>               <C>                   <C>               <C>         
Revenues

   Net sales                                 $     206,766     $    190,042          $    403,732      $    386,176
   Franchise fees and
     related revenues                              146,267          325,481               527,461           457,567
                                                   -------          -------               -------           -------

                                                   353,033          515,523               931,193           843,743
                                                   -------          -------               -------           -------

Operating Expenses

   Cost of goods sold                              171,704          130,634               311,893           285,855
   Selling, general and
     team expenses                                 295,279          245,571               438,328           465,786
                                                   -------          -------               -------           -------

                                                   466,983          376,205               750,221           751,641
                                                   -------          -------               -------

Income (loss) from operations                     (113,950)         139,318               180,972            92,102
                                                  --------          -------               -------            ------

Other Income (Expense)                              (4,644)         (10,074)               (7,089)           (8,957)

Minority Interest                                   43,000          (26,000)              (57,000)            4,000

Income Tax Provision                                    -            (1,750)               (4,000)           (3,250)
                                                        --           ------                ------            ------

Net Income (Loss)                            $     (75,594)    $    101,494          $    112,883      $     83,895
                                             =     =======     =    =======          =    =======      =     ======

(Loss) Earnings Per Share                    $     (0.02)      $       0.02          $       0.03      $       0.02
                                             ===========       ============          ============      ============

Weighted Average Shares
     Outstanding                                 4,477,084        5,012,690             4,477,084         5,012,690
                                                 =========        =========             =========         =========

</TABLE>


                 See Notes to Consolidated Financial Statements

                                       4

<PAGE>


<TABLE>
                   MEISENHEIMER CAPITAL, INC. AND SUBSIDIARIES
                 Consolidated Statement of Stockholders' Equity
                 For Six Months Ending August 31, 1998 and 1997
                                   (Unaudited)

<CAPTION>
                                                                                         Unrealized
                                                                                          Loss on
                                     Common         Additional         Treasury          Available
                                      Stock          Paid-in            Stock             for Sale
                                Shares    Amount     Capital        Shares  Amount       Securities       Deficit

<S>                           <C>         <C>        <C>             <C>     <C>      <C>            <C>          
Balance, March 1, 1997        4,477,084   $ 44,771   $ 3,367,008      -      $  -     $  (62,078)    $ (3,050,838)

   Marketable securities
     valuation adjustment            -          -             -       -         -          2,567               - 

   Net income                        -          -             -       -         -             -            83,895
                                     --         --            --      --        --            --           ------

Balance, August 31, 1997      4,477,084   $ 44,771   $ 3,367,008      -      $  -     $  (59,511)    $ (2,966,943)
                              =========   = ======   = =========      ==     =  ==    =  =======     = ========== 



Balance, March 1, 1998        4,477,084   $ 44,771   $ 3,367,008     1,000   $ 686    $       -      $ (3,123,359)

   Marketable securities
     valuation adjustment            -          -             -         -       -       (151,800)              - 

   Net income                        -          -             -         -       -             -           112,883
                                     --         --            --        --      --            --          -------

Balance, August 31, 1997      4,477,084   $ 44,771   $ 3,367,008     1,000   $ 686    $ (151,800)    $ (3,010,476)
                              =========   = ======   = =========     =====   = ===    = ========     = ========== 
</TABLE>


                 See Notes to Consolidated Financial Statements

                                       5


<PAGE>


<TABLE>
                   MEISENHEIMER CAPITAL, INC. AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows
                                   (Unaudited)

<CAPTION>
                                                                                 Six Months            Six Months
                                                                                    Ended                 Ended
                                                                                  08/31/98              08/31/97
<S>                                                                             <C>                  <C>          
Cash Flows From Operating Activities:
   Net Income                                                                   $    112,883         $      83,895
   Adjustments to reconcile  net income  (loss) to net 
     cash  provided  (used) by operating activities:
       Minority interest                                                              57,000                (4,000)
       Loss on Partnership investment                                                     -                 18,750
       Depreciation and amortization                                                  31,068                35,350
       (Increase) decrease in assets:
         Accounts receivable                                                          35,710                18,402
         Inventories                                                                 (29,935)               (2,991)
         Other current assets                                                          3,344                (8,342)
         Prepaid advertising credits                                                (125,000)             (223,750)
       (Decrease) increase in liabilities:
         Accounts payable and accrued expenses                                        48,865                83,457
         Taxes payable                                                                 4,000                    - 
                                                                                       -----                    --

Net cash provided by operations                                                      137,935                   771
                                                                                     -------                   ---

Cash Flows From Investing Activities:
   Purchase of property and equipment                                                 (7,785)                   - 
   Purchase of investments                                                           (43,200)                 (920)
                                                                                     -------                  ----

Net cash (used) in investing activities                                              (50,985)                 (920)
                                                                                     -------                  ---- 

Cash Flows From Financing Activities:
   Payments on note and mortgage payable                                            (106,751)               (1,781)
   Proceeds from mortgage                                                            150,000
   Advances on credit line                                                                                  25,000
   Payments on capital lease obligations                                             (19,766)              (66,838)
   Payments from shareholders, net                                                     8,750                45,499
   Unrealized loss on available for sale securities                                 (151,800)                   - 
                                                                                    --------                    --

Net cash (used) in financing activities                                             (119,567)                1,880
                                                                                    --------                 -----

Net (decrease) increase in cash                                                      (32,617)                1,731

Cash, beginning of period                                                             36,560                11,371
                                                                                      ------                ------

Cash, end of period                                                             $      3,943         $      13,102
                                                                                =      =====         =      ======
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       6

<PAGE>


Meisenheimer Capital, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Six Months Ended August 31, 1998


Note 1 Basis of Presentation

The interim financial statements furnished reflect all adjustments which, in the
opinion of  management,  are  necessary  to present a fair  presentation  of the
financial  position at August 31, 1998 and cash flows and results of  operations
for the six  month  period  ended  August  31,  1998  and  1997.  The  financial
statements  should  be read in  conjunction  with  the  summary  of  significant
accounting policies and notes to financial  statements included in the company's
form 10 - KSB for the fiscal  year  ended  February  28,  1998.  The  results of
operations for the six months ended August 31, 1998 and 1997 are not necessarily
indicative of the results to be expected for the year.

Note 2 Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Meisenheimer  Capital,  Inc. (MCI) and its subsidiaries  Cadcom,  Inc. (Cadcom),
Meisenheimer Capital Real Estate Holdings,  Inc (MCREHI),  and the United States
Basketball  League,  Inc. (USBL)  (collectively the Company).  All subsidiaries,
except the USBL,  are 100% owned by MCI. The USBL is a 61.55% owned  subsidiary.
All intercompany accounts and balances have been eliminated.

Note 3 Investment in Marketable Securities

The Company has  adopted  FASB  statement  number  115,  Accounting  for Certain
Investments  in  Debt  and  Equity  Securities.  This  statement  requires  that
investments  in debt and equity  securities be  designated  as trading,  held to
maturity,  or available for sale.  Management considers the Company's marketable
securities to be available for sale.  Available for sale securities are reported
at  approximate  market  value.  The Company  recorded a charge to operations of
$151,800 for the six months ended August 31, 1998.

Note 4 Inventories

As of August 31, 1998,  inventories have been estimated (based upon gross profit
method for  manufacturing  inventories and upon perpetual  inventory records for
USBL inventory).

Inventories consisted of the following as of August 31, 1998:

Raw Materials                           $    2,660
Work in Process                             32,580
Finished Goods                              68,211
Manufacturing Inventory                    103,451
USBL Inventory                              20,100
                                            ------

           Total                        $  123,551
                                        =  =======


                                       7

<PAGE>




Meisenheimer Capital, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Six Months Ended August 31, 1998


Note 5 Earnings Per Share

Earnings per share were computed by dividing net earnings by the weighted number
of shares of common and common stock equivalents outstanding during the period.

Note 6 Related Party Transactions

Spectrum  Associates,  Spectrum's  parent  company  Synercom,  Inc.  and MCI are
entities controlled by MCI's president and members of his immediate family. This
group also owns a significant  portion of the minority  interest in the USBL. In
addition, the capital leases are payable to Spectrum Associates.  Until February
28, 1992, Cadcom was a 100% subsidiary of Synercom,  Inc. Synercom sold its 100%
interest in Cadcom to MCI.  As part of this  agreement,  MCI granted  Synercom a
right of first  refusal  to  purchase  all of the  shares of Cadcom  should  MCI
purpose to transfer said shares to a third party. This right of first refusal is
effective  through February 28, 2002, and is  collateralized  by all of Cadcom's
assets.

Revenues recorded from related parties, mainly Spectrum Associates, approximated
$371,809 or 39% of total revenue for the six month period ended August 31, 1998.

Note 7 Income Taxes

Effective  December 1, 1993, the Company has adopted FASB Statement  number 109,
Accounting for Income Taxes,  which  requires a liability  approach to financial
accounting and reporting for income taxes.

As of August 31, 1998, the Company had available approximately $1,300,000 in net
operating losses available as an offset to future taxable income. A deferred tax
asset has been reduced to zero by an allowance for realization of assets.

Note 8 Mortgage and Notes Payable

On August 16, 1995 the Company  secured a mortgage with Fleet Bank as collateral
for a 20 year term loan of $120,000 on a  commercial  building  that the Company
acquired.  Monthly  payments are  approximately  $1,000,  including  interest at
7.98%.  During August 1998 the Company  refinanced the mortgage for $150,000 for
15 years at 7.06%.  The monthly  payments  are  approximately  $1,362  including
interest.  On August 12, 1997, the company negotiated a $25,000 credit line with
Fleet Bank at a rate of prime plus 1.5%. The company used the proceeds to retire
a capital lease obligation.

Note 9 Lease Commitments

Cadcom leases certain manufacturing  equipment under capital leases. The company
has  capitalized  manufacturing  equipment  in the  amount of  $365,100.  Future
minimum lease  payments,  net of interest and taxes are $18,922 as of August 31,
1998.

Cadcom and the USBL lease space in a building owned by MCREHI. All rent charges,
and  income,   from  these   intercompany   dealings  have  been  eliminated  in
consolidation.

                                       8

<PAGE>





Meisenheimer Capital, Inc. and Subsidiaries
Management Discussion and Analysis of Financial
Condition and Results of Operations


Results of Operations

Revenues for the six month period ended August 31, 1998, totaled $931,193.  This
represented a 10% increase from the corresponding  period ended August 31, 1997.
This  increase was due,  mainly,  to the increase of USBL revenues from non cash
transactions  consisting  of initial  franchise  fees  amounting to $125,000 for
advertising  credits.  Machined parts sales by the Company's  Cadcom  subsidiary
remained substantially, the same as in prior year period.

Gross Profit from  machined  parts  amounted to $91,839 for the six months ended
August 31,  1998,  (23% of sales)  compared  to  $100,321  (26% of sales) in the
corresponding period in the prior year.

Selling,  general and team  expenses  were  $27,458 less than the same six month
period last year.  The  decrease is mainly  attributed  to  management  reducing
overhead expenses.

Interest Expense,  net of interest income,  decreased by approximately  $500 for
the six month period ended August 31, 1998, as compared to the comparable period
in 1997. This reflects decreases in debt obligations.

Consolidated  net income  increased  from the six month period ending August 31,
1997,  from a net income of $83,895 to the same six month period  ending  August
31, 1998, of a net income of $112,883.

Liquidity and Capital Resources

The Company had a net working capital deficit of $672,793 at August 31, 1998.

The Company's  statement of cash flows  reflects an overall  decrease in cash of
$32,617 for the six month period ended August 31, 1998.

The  Company is making  efforts  to  revitalize  the USBL by seeking  additional
equity  capital and making new USBL  franchisees.  In  addition,  the Company is
seeking to expand its machine shop  business  (Cadcom) by finding new  customers
for its services. The Company also hopes to increase exposure to the USBL to new
potential  fans  and  franchise  owners  by  airing  additional  games  on cable
television.  However,  there  can be no  assurance  that  the  Company  will  be
successful in these efforts.



                                       9


<PAGE>



PART II.          OTHER INFORMATION


Item 1   Legal Proceedings

                  None

Item 2   Changes in Securities

                  None

Item 3   Defaults on Senior Securities

                  None

Item 4   Submission of Matters to a Vote of Shareholders

                  During the six months  ended  August 31,  1998,  there were no
         matters   submitted  to  a  vote  of  security   holders   through  the
         solicitation of proxies or otherwise.

Item 5   Other Information

                  None

Item 6   Exhibits and Reports on Form 8-K

                  There were no reports filed on Form 8-K.


                                       10
<PAGE>



                                   SIGNATURES



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

                                      MEISENHEIMER CAPITAL, INC.
                                      (Registrant)

                                      /s/ Daniel T. Meisenheimer III 
                                      Daniel T. Meisenheimer III
                                      Chairman and President

                                      /s/ Richard C. Meisenheimer 
                                      Richard C. Meisenheimer
                                      Vice President, Secretary and Director

Date:   January 8, 1999