SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-Q
(Mark One)
/X/ Quarterly report pursuant to Section 13 or 15(d) of the
Securities Act of 1934

For the quarterly period ended December 31, 1998 or

/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Act of 1934

For the transition period from               to 

Commission file number 2-80891-NY

                     MODERN TECHNOLOGY CORP.
                                                                  
     (Exact Name of Registrant as Specified in its Charter)

Nevada                                  11-2620387
                                                                  
(State or other jurisdiction of         (I.R.S. Employer
Incorporation or Organization)            Identification Number)

           240 Clarkson Ave  Brooklyn, New York 11226
                                                                  
(Address of Principal Executive Office)           (Zip Code)

                          (718)469-3132
                                                                  
      (Registrant's Telephone Number, Including Area Code)


     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 and Exchange Act of 1934 during the preceding twelve
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 ninety days.
Yes / X /  No /  /

  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                 DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes /  /   No /  /

              APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.  20,150,000

                              10Q-1













                     MODERN TECHNOLOGY CORP.

                      FINANCIAL STATEMENTS

                        DECEMBER 31, 1998






                            I N D E X




                                                            Page



ACCOUNTANTS' REVIEW REPORT                                    1


CONSOLIDATED BALANCE SHEETS                                   2


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY                3


CONSOLIDATED STATEMENTS OF OPERATIONS                         4


CONSOLIDATED STATEMENTS OF CASH FLOWS                         5


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS               7-12






                   ACCOUNTANTS' REVIEW REPORT




To the Board of Directors and Stockholders
MODERN TECHNOLOGY CORP.
Brooklyn, New York  

We have reviewed the consolidated balance sheets of MODERN
TECHNOLOGY CORP. as at December 31, 1998, and the related
consolidated statements of operations, stockholders' equity and
cash flows for the six month periods ended December 31, 1998 and
1997, in accordance with standards established by the American
Institute of Certified Public Accountants.

A review of interim financial information consists principally of
obtaining an understanding of the system for the preparation of
interim financial information, applying analytical review
procedures to financial data, and making inquiries of persons
responsible for financial and accounting matters.  It is
substantially less in scope than an examination in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the consolidated financial statements for
them to be in conformity with generally accepted accounting
principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of June 30,
1998, and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended (not
presented herein); and in our report dated August 6, 1998, we
expressed an unqualified opinion on those financial statements.  In
our opinion, the information set forth in the accompanying balance
sheet as of June 30, 1998 is fairly stated in all material respects
in relation to the consolidated balance sheet from which it has
been derived.



                                   GREENBERG & COMPANY, LLC

Springfield, New Jersey
January 21, 1999

                                                     Page 1 of 12
                        MODERN TECHNOLOGY CORP.
                      CONSOLIDATED BALANCE SHEETS

                                      Dec. 31, 1998
                                        (Unaudited)    June 30, 1998


                               A S E T S


CURRENT ASSETS
  Cash and Cash Equivalents              $667,944         $701,275
  Marketable Securities                   201,966              -0-
  Deferred Taxes                            2,458              -0-
    Total Current Assets                  872,368          701,275

EQUIPMENT - At Cost                         9,939            9,939
  Less:  Accumulated Depreciation           9,939            9,939
                                              -0-              -0-


OTHER ASSETS 
  Investments, At Cost                     16,800           24,750
  Deferred Registration Costs              48,930           26,007
  Other Assets                                385              385
    Total Other Assets                     66,115           51,142


TOTAL ASSETS                             $938,483         $752,417


                                   
L I A B I L I T I E S  A N D  S T O C K H O L D E R S'  E Q U I T Y


CURRENT LIABILITIES
  Accrued Expenses and Taxes             $ 12,265         $  8,200
  Deferred Taxes                           58,916              -0-
    Total Current Liabilities              71,181            8,200

STOCKHOLDERS' EQUITY
  Common Stock Par Value $.0001
    Authorized:  150,000,000
    Shares Issued and Outstanding:
    20,150,000 Shares                       2,015            2,015
  Paid-In Capital in Excess of Par        495,161          495,161
  Retained Earnings                       370,126          247,041
    Total Stockholders' Equity            867,302          744,217


TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                   $938,483         $752,417
  


Subject to the comments contained in the Accountants' Review Report.

                                                          Page 2 of 12
                     MODERN TECHNOLOGY CORP.
         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
        FOR THE PERIOD JULY 1, 1996 TO DECEMBER 31, 1998



                                                           Total
                              Par                          Stock-
                  # of       Value   Paid-In    Retained   holders'
                 Shares     $.0001   Capital    Earnings    Equity 





BALANCES AT
JULY 1, 1996   20,150,000   $2,015   $495,161   $218,918   $716,094

Net Income(Loss) 
for the year ended 
June 30, 1997                                     11,925     11,925

BALANCES AT
JUNE 30, 1997  20,150,000    2,015    495,161    230,843    728,019

Net Income
(Loss) for
the Year 
ended 
June 30, 1998                                     16,198     16,198

BALANCES AT 
JUNE 30, 1998
(Audited)      20,150,000    2,015    495,161    247,041    744,217

Net Income(Loss) 
for the Six
Months Ended
Dec. 31, 1998                                    123,085    123,085


BALANCES AT 
DEC. 31, 1998
(Unaudited)    20,150,000   $2,015   $495,161   $370,126   $867,302










Subject to the comments contained in the Accountants' Review Report.


                                                         Page 3 of 12
                        MODERN TECHNOLOGY CORP.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)



                                                     For The Three
                                                     Months Ended
                                                     December 31,    
                                                    1998       1997  


REVENUES

  Interest Income                                 $  7,278   $  9,928
  Management Income                                    -0-      1,600
  Unrealized Gains - Trading Securities            194,016        -0- 
                                                   201,294     11,528 
  

EXPENSES

  Officers Salaries                                  7,775      3,100 
  General and Administrative Expenses               10,130     23,976 
                                                    17,905     27,076 
  

INCOME (LOSS) INCOME BEFORE TAXES                  183,389    (15,548)

Income Tax Expense                                  56,458      1,181 


NET INCOME (LOSS)                                 $126,931   $(16,729)


NET INCOME (LOSS) PER SHARE                       $  0.01       NIL  


NUMBER OF WEIGHTED AVERAGE SHARES
  OUTSTANDING                                  20,150,000 20,150,000














Subject to the comments contained in the Accountants' Review Report.


                                                         Page 4 of 12
                        MODERN TECHNOLOGY CORP.
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)



                                                     For The Six
                                                     Months Ended
                                                     December 31,    
                                                    1998       1997  


REVENUES

  Interest Income                                 $ 16,920   $16,340  
  Management Income                                    -0-     3,200
  Gain on Securities Sale                              -0-    67,065
  Unrealized Gains - Trading Securities            194,016       -0-
                                                   210,936    86,605
  
  

EXPENSES

  Officers Salaries                                  8,975    20,900  
  General and Administrative Expenses               21,035    32,433  
                                                    30,010    53,333  
  

INCOME (LOSS) INCOME BEFORE TAXES                  180,926    33,272

Income Tax Expense                                  57,841    17,310  


NET INCOME (LOSS)                                 $123,085   $15,962  


NET INCOME (LOSS) PER SHARE                       $   0.01     NIL  


NUMBER OF WEIGHTED AVERAGE SHARES
  OUTSTANDING                                  20,150,000 20,150,000












Subject to the comments contained in the Accountants' Review Report.


                                                  Page 5 of 12
                        MODERN TECHNOLOGY CORP.
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)

                                                   For The Six
                                                   Months Ended
                                                   December 31,     
                                                 1998        1997   

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss)                            $123,085    $ 15,962   
  Adjustments to Reconcile Net
   Income to Net Cash Provided By
   Operating Activities:
    Unrealized Gains                           (194,016)        -0-
    Changes in Assets and Liabilities:
     (Increase) in Deferred Registration
       Costs                                    (22,923)        -0-
     (Increase) Decrease in Other Assets         (2,458)       (100)
     (Decrease) Increase in Accrued                                    
       Expenses and Taxes                        62,981      15,556   

  Net Cash (Used In) Provided By
   Operating Activities                         (33,331)     31,418   

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale of Investments                               -0-      25,020 

  Net Cash Provided By (Used In)
   Investing Activities                             -0-      25,020   

Net (Decrease) Increase in Cash
  and Cash Equivalents                              -0-      56,438    
   

Cash and Cash Equivalents,
  Beginning of Period                           701,275     647,886   

CASH AND CASH EQUIVALENTS
  END OF PERIOD                                $667,944    $704,324   

Supplemental Disclosures of 
  Cash Flow Information
   Cash Paid During Period For:
     Taxes                                     $   4,000   $  8,113   
     Interest                                        -0-        -0-

Disclosure of Information:
  During the six months ended December 31, 1998, the investment in
  Creative Master International was reclassified to marketable
  securities.  The amount carried at cost in investments of $7,950 was
  reclassified to fair value of $201,966 in marketable securities.


Subject to the comments contained in the Accountants' Review Report.


                                               Page 6 of 12

                     MODERN TECHNOLOGY CORP.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998
                           (Unaudited)


NOTE 1:   ORGANIZATION AND NATURE OF OPERATIONS

          Modern Technology Corp. (Modern) is a Nevada corporation. 
          Modern is engaged in aiding prospective clients in
          obtaining financing and in providing managerial services
          to client companies.  Modern's office is located in New
          York.


NOTE 2:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          ACCOUNTING POLICIES

          Modern Technology Corp.'s accounting policies conform to
          generally accepted accounting principles.  Significant
          policies followed are described below.
          
          BASIS OF PRESENTATION

          The accompanying consolidated financial statements 
          include the accounts of the Company's wholly owned
          subsidiary Coral Development Corp (Coral).  All         
          significant intercompany balances and transactions 
          have been eliminated in consolidation.  Modern invested
          $30,300 in Coral during the quarter ended December 31, 
          1996.

          RECLASSIFICATIONS
          
          Certain items from prior periods within the financial 
          Statements have been reclassified to conform to current
          period classifications.

          CASH AND CASH EQUIVALENTS

          Cash equivalents consist of highly liquid, short-term
          investments with maturities of 90 days or less.

          ESTIMATES IN FINANCIAL STATEMENTS

          The preparation of the Company's 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 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.



                                                    Page 7 of 12
                     MODERN TECHNOLOGY CORP.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998
                           (Unaudited)
                           (Continued)


          INCOME TAXES

          The Company accounts for income taxes in accordance with
          Statement of Financial Accounting Standards (SFAS) No.
          109, "Accounting for Income Taxes."  SFAS 109 has as its
          basic objective the recognition of current and deferred
          income tax assets and liabilities based upon all events
          that have been recognized in the financial statements as
          measured by the provisions of the enacted tax laws. 

          Valuation allowances are established when necessary to
          reduce deferred tax assets to the estimated amount to be
          realized.  Income tax expense represents the tax payable
          for the current period and the change during the period
          in the deferred tax assets and liabilities.

          DEFERRED REGISTRATION COSTS

          As of December 31, 1998, the Company's subsidiary, Coral,
          has incurred deferred registration costs of $48,930
          relating to expenses incurred in connection with the
          Proposed Distribution of Coral's securities.  Upon
          consummation of this Proposed Distribution, the deferred
          registration costs will be charged to equity.  Should the
          Proposed Distribution prove to be unsuccessful, these
          deferred costs, as well as additional expenses to be
          incurred, will be charged to operations.

NOTE 3:   MARKETABLE SECURITIES

          During the quarter ended December 31, 1998, the 
          investment in Creative Master International Inc. (CMST)
          (formerly Davin Enterprises, Inc.) of 37,575 shares was
          reclassified to a trading security in accordance with
          Financial Accounting Standard (FAS) 115.  CMST shares
          were listed on the NASD National Market on December 30,
          1998.  The cost of these shares was $7,950.















                                                    Page 8 of 12
                     MODERN TECHNOLOGY CORP.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998
                           (Unaudited)
                           (Continued)


NOTE 4:   INVESTMENT IN EQUITY SECURITIES (At Cost)

          Investments in Non-Marketable Equity Securities consist
          of the following:
                                        Dec. 31,   June 30,
                                          1998       1998  
          
          Investment in 72 million
          restricted shares in
          Daine Industries, Inc.        $15,900    $15,900

          Investment in 37,575
          restricted shares in
          Creative Master 
          International, Inc.
          (formerly Davin 
          Enterprises, Inc.)                -0-      7,950

          Investments in other
          restricted securities             900        900

                                        $16,800    $24,750



          The Company purchased 72 million shares of Daine
          Industries, Inc. stock at a cost of $15,900.  This
          represents 29% of the total outstanding shares of common
          stock.

          The Company purchased 37,575 shares of Creative Master
          International, Inc. (formerly Davin Enterprises, Inc.) at
          a cost of $7,950.  This investment was reclassified to a
          marketable securities as a trading security at December
          31, 1998.

          The Company purchased an investment in TTR Inc., a 10%
          promissory note in the amount of $25,000 with warrants
          for 4,000 shares exercisable at $.01 at the time of a TTR
          initial public offering.  TTR Inc. incorporated for the
          purpose of designing, developing, and marketing computer
          software products.  During the quarter ended September
          30, 1997, this investment was sold.

          The Company purchased 25,000 shares of Delta Three Inc.
          for $25,000.  Delta Three, Inc. is a telecommunications
          provider using Internet technology for voice
          transmission. During the quarter ended September 30,
          1997, this investment was sold. 



                                                   Page 9 of 12  
                     MODERN TECHNOLOGY CORP.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998
                           (Unaudited)
                           (Continued)


NOTE 5:   INVESTMENT IN AFFILIATE (At Equity)

          Investment in Soft Sail Wind Power Inc.
          (representing approximately 36% of the
          outstanding common stock)                

          The summarized unaudited financial information below
          represents the Company's nonsubsidiary affiliate:

          Balance Sheet Data at June 30, 1996:
            Total Assets                           $ 12,656
            Total Liabilities                        11,400
              Net Assets                              1,256
            Company's Equity in Net Assets              452

          Earnings Data at June 30, 1996:
            Net Earnings (Loss)                     (26,350)
            Company's Equity in Net 
              Earnings (Loss)                        (9,486)

     During the year ended June 30, 1997 the Company recognized a
     complete loss on its investment and loan to Soft Sail.  There
     is no financial information available since June 30, 1996.  At
     the present time the Company does not believe Soft Sail will
     be able to repay its debt to the Company and has therefore
     considered its debt and equity investment in Soft Sail to be
     worthless.  The loss on the loan was $11,400 and the loss on
     its equity investment was $16,005.  Both of these losses were
     recognized during the year ended June 30, 1997.























                                                   Page 10 of 12 
                     MODERN TECHNOLOGY CORP.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998
                           (Unaudited)
                           (Continued)


NOTE 6:   INCOME TAXES

          The provision for income taxes is comprised of the
          following:
                                        12/31/98   12/31/97
          Current tax expense (benefit)
            Federal income tax          $   800    $ 4,944
            State & city income tax         582     12,366
                                          1,382     17,310
          Deferred tax expense (benefit)
            Unrealized gains             58,917        -0-
            Operating loss carryback     (2,458)       -0-
                                         56,459        -0-

              Total Tax Expense         $57,841    $17,310

          Deferred income taxes reflect the net tax effects of    
          temporary differences between the carrying amounts of   
          assets and liabilities for financial reporting purposes
          and amounts used for income tax purposes and the impact
          of available net operating loss carryforwards.  The net
          operating loss of Coral of approximately $9,000 will
          expire in fiscal year June 30, 2013.  The related tax
          asset of $1,323 has been fully reserved since it is
          highly uncertain if Coral will realize this benefit.

          The tax effect of significant temporary differences,    
          which comprise the deferred tax assets are as follows:

                                        12/31/98   6/30/98
          Deferred tax assets:
            Net operating loss
              Carry forwards            $ 3,781    $ 1,323
            Valuation allowances         (1,323)    (1,323)
          Net deferred tax (assets)     $ 2,458    $   -0-

                                        12/31/98   6/30/98
          Deferred tax liability:
            Unrealized gain             $58,917    $   -0-



NOTE 7:   POSTRETIREMENT BENEFITS

          The Company does not maintain any employee benefits     
          currently.  The Company does not maintain a plan for any 
          postretirement employee benefits, therefore, no provision
          was made under FAS's 106 or 112.




                                                    Page 11 of 12
                     MODERN TECHNOLOGY CORP.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1998
                           (Unaudited)
                           (Continued)


NOTE 8:   RELATED PARTY TRANSACTIONS

          Arthur Seidenfeld, President and a director of the
          Company, owns 14.5% of the outstanding shares of Daine
          Industries, Inc.  Anne Seidenfeld, Treasurer, Secretary
          and a director of the Company, owns 12% of the
          outstanding shares of Modern Technology Corp.  Anne
          Seidenfeld is Arthur Seidenfeld's mother.

          
NOTE 9:   INTERIM FINANCIAL REPORTING

          The unaudited financial statements of the Company for the
          period July 1, 1998 to December 31, 1998 have been
          prepared by management from the books and records of the
          Company, and reflect, in the opinion of management, all
          adjustments necessary for a fair presentation of the
          financial position and operations of the Company as of
          the period indicated herein, and are of a normal
          recurring nature.
































                                                    Page 12 of 12
                    
                 Part 1.  Financial Information

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

          Modern Technology Corp. ("The Registrant") is engaged in
aiding prospective clients in obtaining financing and in providing
management services to client companies.  

          During the six months ended December 31, 1998, the
Registrant had a net income of $123,085 as compared with net income
of $15,962 during the six months ended December 31, 1997.  For the
six months ended December 31, 1998, total revenues amounted to
$210,936, a $124,331 increase over revenues generated during the
six months ended December 31, 1997.  Expenses for the six months
ended December 31, 1998 amounted to $30,010, a 44% decline over
expenses incurred for the six months ended December 31, 1997.  The
net income before taxes amounted to $180,926 for the six months
ended December 31, 1998, as compared with net income before taxes
of $33,272 earned during the six months ended December 31, 1997. 

          The net income generated for the six months ended
December 31, 1998 can be attributable to an unrealized gain in
trading securities (Creative Masters International Inc. formerly
Davin Enterprises Inc.) less income tax expense.

          During the three month period ended September 30, 1997,
the Registrant sold its share positions in Delta Three Inc. and TTR
Inc., generating a gain of $67,065.

          During the six months ended December 31, 1998, the
Registrant's treasurer-secretary, Anne Seidenfeld, received a
salary of $3,600.  During the six months ended December 31, 1997,
she received a salary of $3,600.  During the six months ended
December 31, 1998, the Registrant's president, Arthur Seidenfeld,
received a salary of $5,375.  For the six months ended December 31,
1997, the Registrant's president, Arthur Seidenfeld, received a
salary of $17,300.

          The cash and cash equivalent balances along with holdings
of U.S. Treasury Obligations of the Company as of December 31, 1998
and June 30, 1998 were $667,944 and $701,275 respectively.

          The Registrant received management fees of $3,200 from
Davin Enterprises Inc. for the six months ended December 31, 1997. 
The Registrant provided administrative, clerical, bookkeeping and
other services to Davin Enterprises Inc.  The agreement to provide
the above listed services was terminated on December 31, 1997.  At
December 31, 1998, the Registrant owned 37,575 shares of Creative
Master International Inc. (formerly Davin Enterprises Inc.) at a
cost of $7,950, representing about 1% of the total outstanding
shares of Creative Master outstanding.  Davin Enterprises merged
with Creative Master International Inc. in December 1997.

          During December 1996, the Registrant purchased 403,000
shares of Coral Development Corp. for $30,300.  The Registrant has
registered these shares with the Securities and Exchange Commission
with the intention to distribute those shares to the Registrant's
shareholders in the form of a dividend.  

          Coral Development Corp ("the Company") was incorporated
under the laws of Delaware on November 19, 1996 by Modern
Technology Corp (MTC).  The Company originally completed a "blind
pool/blank check" offer pursuant to Rule 419 by having MTC
distribute Company shares as a dividend to MTC shareholders.  On
July 22, 1998 it signed an agreement with OmniComm Systems Inc.
(OmniComm) whereby the Company and OmniComm would merge and the
Company would issue 940,000 shares to the Shareholders of OmniComm
in exchange for all their shares (which are all the outstanding
shares of OmniComm).  Due to time limitations the Rule 419
distribution was not completed.  However, the Company, OmniComm and
MTC agreed to merge as planned and subsequently to distribute the
Coral shares as a dividend to MTC shareholders.  As the Company is
no longer a "blind pool/blank check" due to the combination with
OmniComm, this distribution may be made without compliance with
Rule 419 but will be accompanied by a Form 10-SB filed on December
22, 1998.  The Company shares owned by MTC will be distributed to
MTC shareholders on the basis of one Coral share for each fifty
(50) MTC shares.

          OmniComm is an information and technology integration
company located in Coconut Grove, Florida.  The Company provides
customized, comprehensive offering of dynamic web and data base
applications with its expertise in designing and configuring
networks.  

          The Registrant has evaluated the impact of the Year 2000
issue on the business and does not expect to incur significant
costs with Year 2000 compliance.  The Registrant believes that all
software and hardware requirements to enable it to cope with the
Year 2000 issue have been or are being currently implemented. 
However, there can be no assurance that unanticipated costs may
arise in implementing these requirements.

                   Part 2.  Other Information


Item 1.   Legal Proceedings.  None.


Item 2.   Changes in Securities.  None.


Item 3.   Defaults upon Senior Securities.  None.


Item 4.   Submission of Matters to a Vote of Security Holders. 
          None.


Item 5.   Other Materially Important Events.  None.


Item 6.   Exhibits and Reports on Form 8-K.  None.



                           SIGNATURES


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


                     MODERN TECHNOLOGY CORP.


                    By: Arthur J. Seidenfeld                   
                 President, Chief Executive and
                     Chief Financial Officer
                        February 11, 1998