(Mark One)

X...Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended June 30, 2001.

....Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from _________ to _________.

**ALPHA HOLDING, INC.**

(Name of small business in its charter)

|Delaware                                                                                                   | Commission File No:

0-32307 | 59-3518707
|---------------------------------------------------------------------------------------------------------- | ---------------------------- | ----------
|(State or other jurisdiction of incorporation)                        (I.R.S. Employer identification No.)

645 Fifth Avenue, Suite 403

New York, NY 10022

(Address of Principal Office)      Zip Code

Issuer's telephone number:    941-430-2222



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities 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 ....

Applicable only to issuers involved in bankruptcy proceedings during the past five years.

Check whether the issuer has filed all documents and reports required to be filed by Section 12,
13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a
court.  Yes .....  No .....

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date.  At June 30, 2001, the following shares of common were outstanding:
Common Stock, $.001 par value, 3,460,490  shares.

Transitional Small Business Disclosure Format (Check one):

Yes .....     No ..X..

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The unaudited financial statements of registrant for the six months ended June 30, 2001,
follow.  The financial statements reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim period presented.









|INDEX TO FINANCIAL STATEMENTS: |  
|------------------------------ | -
|                               |  
|Balance Sheet                  | 4
|Statement of Operations        | 5
|Statements of Cash Flows       | 7
|Notes to Financial Statements  | 8

**ALPHA HOLDING, INC.**

(A Development Stage Company)

Balance Sheet

June 30, 2001

|**ASSETS**                              
|----------------------------------------
|CURRENT ASSETS:                         
|                                        
|                                        
|                                        
|                                        
|**LIABILITIES AND STOCKHOLDERS' EQUITY**
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        

The accompanying notes are an integral part of these financial statements.

**ALPHA HOLDING, INC.**

(A Development Stage Company)

Statement of Operations

For the initial period from inception (August 19, 1997) to June 30, 2001

|                        |                          |                | **For the three** | ****              | **For the three** | **For the six**   | ****            | **For the six** | ****         | **From inception**
|----------------------- | ------------------------ | -------------- | ----------------- | ----------------- | ----------------- | ----------------- | --------------- | --------------- | ------------ | ------------------
|****                    |                          |                | **months ending** | **months ending** | **months ending** | **months ending** | **08/19/97 to**
|****                    |                          |                | **06/30/00**      | ****              | **06/30/01**      | ****              | **06/30/00**    | ****            | **06/30/01** | ****              
|****                    |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|**REVENUE**             | ****                     |                |                   |                   |                   |                   |                 |                 |              |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|                        | Sales                    |                | 0                 |                   | 0                 |                   | 0               |                 | 0            |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|                        | Cost of Sales            |                | 0                 |                   | 0                 |                   | 0               |                 | 0            |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|Gross Profit            |                          |                | 0                 |                   | 0                 |                   | 0               |                 | 0            |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|**EXPENSES**            | ****                     |                |                   |                   |                   |                   |                 |                 |              |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|                        | Selling, general         |                |                   |                   |                   |                   |                 |                 |              |                   
|                        | and administrative       | $        1,475 |                   | 0                 |                   | 1,757             |                 | 57              |              | $            3,289
|                        | Provision for income tax |                | 0                 |                   |                   |                   |                 |                 |             
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|Total
Expenses          |                          |                | 1,475             |                   | 0                 |                   | 1,757           |                 | 57           |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|NET LOSS                |                          |                | $      (1,475)    |                   | 0                 |                   | (1,757)         |                 | (57)         |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|Balance                 |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|End of period           |                          |                | $         (1,475) |                   | 0                 |                   | (1,757)         |                 | (57)         |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|NET LOSS PER SHARE      |                          | (0.0006)       |                   | 0.0000            |                   | 0.0007            |                 | 0.0000          |              |                   
|                        |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|WEIGHTED AVERAGE NUMBER |                          |                |                   |                   |                   |                   |                 |                 |              |                   
|OF SHARES OUTSTANDING   |                          | 2,517,840      |                   | 2,772,252         |                   | 2,519,840         |                 | 2,772,252       |              |                   

The accompanying notes are an integral part of the financial statements.

**********ALPHA HOLDING, INC.**

(A Development Stage Company)

Statement of Cash Flows

For the initial period from inception (August 19, 1997) to June 30, 2001



|                                         |                                         |  |  |       |       |           |                           | **************For the six** | ****              | **For the six** | ****               | **From Inception**
|---------------------------------------- | --------------------------------------- |  |  | ----- | ----- | --------- | ------------------------- | --------------------------- | ----------------- | --------------- | ------------------ | ------------------
|****                                     |                                         |  |  |       |       |           | **********months ending** | **months ending**           | **08/19/97 to**  
|****                                     |                                         |  |  |       |       |           |                           | **************06/30/00**    | ****              | **06/30/01**    | ****               | **06/30/01**      
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|**CASH FLOWS FROM OPERATING ACTIVITIES** |                                         |  |  |       |       |           |                          
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|                                         | Net Loss                                |  |  |       |       |           | $         (1,757)         |                             | $            (57) |                 | $          (8,400)
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|                                         | Adjustment to reconcile net loss        |  |  |       |       |           |                           |                            
|                                         | to net cash used by                     |  |  |       |       |           |                           |                             |                  
|                                         | operating activities:                   |  |  |       |       |           |                           |                             |                   |                
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|                                         | Increase in accounts payable            |  |  |       |       |           | 21                        |                             | 209              
|                                         | Increase (Decrease) in loans
receivable |  |  |       | 1,470 |           |                           |                             | (430)            
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|                                         | Net cash flows from                     |  |  |       |       |           |                           |                             |                  
|                                         | operating activities                    |  |  |       |       | (287)     |                           | (36)                        |                   | (8,621)        
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|**CASH FLOWS FROM FINANCING ACTIVITIES** |                                         |  |  |       |       |           |                          
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|                                         | Issuance of Common Stock                |  |  |       | 25    |           | 0                         |                             | 3,461            
|                                         | Additional Paid in Capital              |  |  |       | 2,400 |           | 0                         |                             | 5,160            
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|                                         | Net cash flows from                     |  |  |       |       |           |                           |                             |                  
|                                         | financing activities                    |  |  |       |       | 2,425     |                           | 0                           |                   | 8,621          
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|NET INCREASE (DECREASE) IN CASH          |                                         |  |  |       |       |           |                          
|AND CASH EQUIVALENTS                     |                                         |  |  | 2,138 |       | (36)      |                           | 0                          
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|CASH AND CASH EQUIVALENTS                |                                         |  |  |       |       |           |                           |                            
|BEGINNING OF PERIOD                      |                                         |  |  |       | 1,059 |           | 36                        |                             | 0                
|                                         |                                         |  |  |       |       |           |                           |                             |                   |                 |                    |                   
|CASH AND CASH EQUIVALENTS                |                                         |  |  |       |       |           |                           |                            
|END OF PERIOD                            |                                         |  |  |       |       | $   3,197 | $                         |                             |                   | $        62    

The accompanying notes are an integral part of the financial statements.

ALPHA HOLDING, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2001

**Note 1 - Organization and Summary of Significant Accounting Policies**

***Basis of Presentation:*****

The accompanying unaudited condensed financial statements of Alpha Holding, Inc. (the
"Company"), as of June 30, 2001, and for the six months ended June 30, 2000 and 2001, have
been prepared in accordance with generally accepted accounting principles for interim financial
information, and in accordance with the instructions to Form 10-QSB of the Securities and
Exchange Commission.  Accordingly, they do not********include all of the information and footnotes
required by generally accepted accounting principles for complete financial statements.  In the
opinion of Company management, all adjustments, consisting only of normal recurring
adjustments considered necessary to present fairly the condensed financial statements, have been
made.

***Organization:*****

On August 19, 1997, Alpha Holding, Inc. (A Development Stage Company) (the "Company")
was incorporated under the laws of Delaware.  The Company may engage in any business which
is permitted by the General Corporation Law of Delaware.

*********Development Stage:*****

The Company is currently in the development stage and has no significant operations to date.

***Income Taxes:*****

Income taxes are provided for the tax effects of transactions reported in the financial statements
and consist of taxes currently due plus deferred taxes related primarily to differences between the
recorded book basis and tax basis of assets and liabilities for financial and income tax reporting.
The deferred tax assets and liabilities represent the future tax return consequences of those
differences, which will either be taxable or deductible when the assets and liabilities are
recovered or settled.  Deferred taxes are also recognized for operating losses that are available to
offset future taxable income and tax credits that are available to offset federal income taxes.

Based upon the company generating a loss, no provision has been made for Federal Income
taxes.

***Statement of Cash Flows:*****

For purposes of the statement of cash flows, the Company considers demand deposits and highly
liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Cash paid for interest and taxes in the period ended was $ - 0 -.

Net (Loss) Per Common Share:

The net (loss) per common share is computed by dividing the net (Loss) for the period by number
of shares outstanding at June 30, 2001.

Note 2 - Capital Stock

***Common Stock:*****

The Company initially authorized 10,000,000 shares of common stock with a par value of $.001
each.

The Company did not declare any dividends for June 30, 2001.

**Note 3 - Related Party Events**

The Company presently maintains its principal office at c/o Steven Siskind, Esq., 645 5th Avenue,
Suite 403, New York, NY 10022.

**Note 4 - Subsequent Events**

The Company is constantly seeking business opportunities and other means of financing to
enable it to complete its business plan.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Liquidity and Capital Resources

The Company remains in the development stage and, since inception, has experienced no
significant change in liquidity or capital resources or stockholder's equity.  The Company has
received a total of $8,621 in cash proceeds from sale of shares, and has accumulated a deficit of
$8,400 during the development stage.   Consequently, the Company's balance sheet as of June
30, 2001 reflects a current asset value of $430, and a total asset value of $430, which is partly in
the form of cash and partly in the form of loans receivable, and current liabilities in the amount
of $209.

The Company does not have sufficient assets or capital resources to pay its on-going
expenses while it is seeking out business opportunities, and it has no current plans to raise
additional capital through sale of securities, or otherwise.  As a result, although the Company has
no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is
currently anticipated that the Company will rely on loans or additional capital contributions from
shareholders to pay expenses at least until it is able to consummate a business transaction.

Results of Operations

During the period from August 17, 1997 (inception) through June 30, 2001, the Company
has engaged in no significant operations other than organizational activities, acquisition of capital
and preparation for registration of its securities under the Securities Exchange Act of 1934, as
amended.  No revenues were received by the Company during this period.

The Company does not expect to generate any revenue until it completes a business
combination, but will incur legal and accounting fees and other costs associated with compliance
with its reporting obligations. As a result, the Company expects that it will incur losses each
quarter at least until it has completed a business combination.  Depending upon the performance
of any acquired business, the Company may continue to operate at a loss even following
completion of a business combination.

Plan of Operations

For the fiscal year ending December 31, 2001 the Company expects to continue its efforts
to locate a suitable business acquisition candidate and thereafter to complete a business
acquisition transaction.  The Company anticipates incurring a loss for the fiscal year as a result of
expenses associated with compliance with the reporting requirements of the Securities Exchange
Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The
Company does not expect to generate revenues until it completes a business acquisition, and,
depending upon the performance of the acquired business,  it may also continue to operate at a
loss after completion of a business combination.

Need for Additional Financing

The Company believes it will require additional capital in order to pay the costs
associated with carrying out its plan of operations and the costs of compliance with its continuing
reporting obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year
ending December 31, 2001 and thereafter.  This additional capital will be required whether or not
the Company is able to complete a business combination transaction during the current fiscal
year.  Furthermore, once a business combination is completed, the Company's needs for
additional financing are likely to increase substantially.

No specific commitments to provide additional funds have been made by management or
other stockholders, and the Company has no current plans, proposals, arrangements or
understandings to raise additional capital through the sale or issuance of additional securities
prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance
that any additional funds will be available to the Company to allow it to cover itsexpenses.
Notwithstanding the foregoing, however, to the extent that additional funds are required, the
Company anticipates receiving such funds in the form of advancements from current
shareholders without the issuance of additional shares or other securities, or through the private
placement of restricted securities.  In addition, in order to minimize the amount of additional
cash which is required in order to carry out its business plan, the Company might seek to
compensate certain service providers by issuances of stock in lieu of cash.

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

None.

ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K.

- No exhibits are filed as part of this report.

(b)	No reports on Form 8-K were filed by the Company for the quarter ended
June 30, 2001.

******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.

**ALPHA HOLDING, INC.**

By: /S/ JAMES SEASON

James Season, President and a Director

By: /S/ DOMINICK POPE

Dominick Pope, Director

By: /S/ JOSE ACEVEDO

Jose Acevedo, Director



Date: November 8, 2001