FORM 10-QSB - Quarterly Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                FORM 10-QSB

[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the period ended         March 31, 1999                                
                       ------------------------
                              or
[   ] Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange act of 1934.

For the transition period from                   to                         

Commission File Number            0-22027                                  
                            ----------------

                         ROCKY MOUNTAIN POWER CO.                          
           ----------------------------------------------------
          (Exact name of registrant as specified in its charter)

                Colorado                          84-0503585            
      ------------------------------           ---------------
     (State or other jurisdiction of           (I.R.S. Employer
      incorporation or organization            Identification No.)

  12835 E. Arapahoe Road, T-II, Ste. 110, Englewood, CO        80046
  -------------------------------------------------------------------
          (Address of principal executive offices)         (Zip Code)

                            (303) 792-2466                                  
         --------------------------------------------------
        (Registrant's telephone number, including area code)

                                                                            
      --------------------------------------------------------------        
     (Former name, former address and former fiscal year, if changed
                            since last report.)

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 (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.

                                 [ X ] Yes   [   ] 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 Sections 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:
     
As of March 31, 1999, Registrant had 608,916 shares of common stock, $.05 par
value, outstanding.
<PAGE>

                              INDEX

                                                              
Page
                                                             
Number
------
Part I.   Financial Information

     Item I.   Financial Statements
                    
               Balance Sheets as of March 31, 1999
                 (Unaudited) and June 30, 1998                  2

               Statement of Income, Three Months
                 Ended March 31, 1999 and March 31, 1998
                 (Unaudited)                                    3

               Statement of Income, Nine Months
                 Ended March 31, 1999 and March 31, 1998
                 (Unaudited)                                    4

               Statement of Cash Flows, Three Months
                 Ended March 31, 1999 and March 31, 1998
                 (Unaudited)                                    5

               Statement of Cash Flows, Nine Months
                 Ended March 31, 1999 and March 31, 1998
                 (Unaudited)                                    6

               Notes to Financial Statements                    7

     Item 2.   Management's Discussion and Analysis of 
                 Financial Conditions and Results of 
                 Operations                                     8

Part II.  Other Information                                     9


                                   1
<PAGE>
                         ROCKY MOUNTAIN POWER CO.
                     AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED BALANCE SHEETS
                                (Unaudited)
<TABLE>
<CAPTION>
                                    ASSETS
                                                   March 31,      June 30, 
                                                     1999           1998   
                                                   ---------      --------
<S>                                             <C>           <C>
Current Assets:
  Cash                                           $    32,812   $    
70,229                    
  Certificates of purchase, real estate
   foreclosures                                            -       799,801 
  Real Estate held for sale                          917,723             - 
  Mortgage notes receivable, current
   portion                                           304,531       301,574 
  Mortgage note receivable, related party            139,079       139,079 
  Deferred income taxes receivable, current            4,626         4,626 
  Other                                               54,047        26,685 
                                                   ---------     ---------
    Total Current Assets                           1,452,818     1,341,994 
  
Real estate, net of accumulated deprec-
 iation of $5,636 at March 31, 1999 and
 $4,000 at June 30, 1998                             235,192       244,317 
Transportation equipment, net of accumulated
 depreciation of $5,375 at March 31, 1999 and
 $3,125 and June 30, 1998                              9,625        11,875 
Mortgage notes receivable, net of current portion    828,180       814,010 
Other                                                 57,213        57,213 
                                                    --------       -------
TOTAL ASSETS                                     $ 2,583,028   $ 2,469,409 
                                                 ===========   ===========
<CAPTION>
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                             <C>           <C>
  Current Liabilities:
  Accounts payable and accrued expenses          $    10,281   $     6,931 
  Notes payable, current portion                     378,991       318,519 
  Income taxes payable                                34,608        39,531 
  Deferred taxes payable, current portion              1,678         1,621 
  Other                                               12,655        22,243 
                                                     -------       -------
    Total Current Liabilities                        438,213       388,845 

Deferred taxes payable, long term                     35,906        35,906 
Notes payable, net of current portion                 22,814        28,109 
                                                     -------       -------  
TOTAL LIABILITIES                                    496,933       452,860 
                                                     =======       =======
Stockholders' Equity:
  Preferred stock, $25.00 par value, 200,000
   shares authorized, none issued & outstanding            -             - 
  Common stock, $.05 par value, 100,000,000
   shares authorized, 608,916 shares issued
   and outstanding at March 31, 1999 and
   607,853 shares at June 30, 1998                    30,446        30,393 
  Additional paid-in capital                       1,614,435     1,610,988 
  Retained earnings                                  441,214       375,168 
                                                   ---------     ---------
TOTAL STOCKHOLDERS' EQUITY                         2,086,095     2,016,549 
                                                   ---------     ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 2,583,028   $ 2,469,409 
                                                 ===========   ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.


                                  2
<PAGE>
                           ROCKY MOUNTAIN POWER CO.
                        AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)
<TABLE>
<CAPTION>
                                                      Three Months Ended    
                                                     March 31,     March 31, 
                                                       1999          1998    
                                                     ---------     ---------
<S>                                                 <C>           <C>
Revenue:
  Rent income                                          5,250         2,207 
  Interest income                                     43,564        31,799 
  Gain on disposition of asset (Note 2)                   41        82,809 
  Other income                                             -        27,769 
                                                      ------       -------
                                                      48,855       144,584 
                                                      ======       =======
Operating Expenses:
  Depreciation                                         1,125         1,126 
  Interest                                                 -         6,227 
  Rent                                                     -         9,705 
  Auditing and accounting                                  -           388 
  Other                                                8,975        41,339 
                                                      ------        ------
                                                      10,100        58,785 
                                                      ------        ------
Net income before provision
 for income taxes                                     38,755        85,799 

Provision for income taxes                            14,908        15,648 
                                                      ------        ------  
Net income                                        $   23,847    $   70,151 
                                                  ==========    ==========
Per Share                                         $      .04    $      .09 
                                                  ==========    ==========
Weighted Average Shares Outstanding                  608,916       752,537 
                                                  ==========    ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                   3
<PAGE>
                           ROCKY MOUNTAIN POWER CO.
                        AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)
<TABLE>
<CAPTION>
                                                        Nine Months Ended    
                                                     March 31,     March 31, 
                                                       1999          1998    
                                                     ---------     ---------
<S>                                                <C>           <C>
Revenue:
  Rent income                                         14,710        23,095 
  Interest income                                    112,889       111,385 
  Gain on disposition of asset (Note 2)                2,800        82,809 
  Other income                                         6,400        50,969 
                                                     136,799       268,258 

Operating Expenses:
  Depreciation                                         3,886        11,125 
  Interest                                               257        43,730 
  Rent                                                     -        23,366 
  Audit and accounting                                 9,615        11,173 
  Other                                               19,597        71,278 
                                                      ------       -------
                                                      33,355       160,672 
                                                      ------       -------
Net income before provision
 for income taxes                                    103,444       107,586 

Provision for income taxes                            37,398        20,005 
                                                     -------       -------   
Net income                                        $   66,046    $   87,581 
                                                  ==========    ==========
Per Share                                         $      .11    $      .12 
                                                  ==========    ==========
Weighted Average Shares Outstanding                  608,916       752,537 
                                                  ==========    ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.

                                   4
<PAGE>
                          ROCKY MOUNTAIN POWER CO.
                       AND CONSOLIDATED SUBSIDIARIES
   
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                           
                                                       Three Months Ended    
                                                      March 31,   March 31,
                                                        1999        1998   
                                                    -----------   ---------
<S>                                                <C>         <C>
Cash Flows Operating Activities:
  Net income                                        $   23,847  $   70,151 
  Depreciation                                           1,125       1,126 
  Increase in income taxes payable                      14,908      15,178 
  Increase in deferred income taxes payable                  -       6,243 
  Increase in accounts payable and accrued expenses      4,949      74,016 
  Stock issued for services                              3,500           - 
  Other                                                (28,014)      8,050 
                                                       --------    ------- 
Net Cash Provided by Operating Activities               20,315     174,764 
                                                       --------    -------
Cash Flows from Investing Activities:
  (Investments) in certificates of purchase            (65,153)   (128,600)
  Proceeds from redemptions of certificates
   of purchase                                         244,206     835,030 
  (Investment) in notes receivable                    (105,000)   (326,206)
  Collection of notes receivable                         5,622      32,508 
  Other                                                123,849      87,775 
                                                       -------     -------
Net Cash Provided by Investing Activities              203,524     500,507 
                                                       -------     -------
Cash Flows from Financing Activities:
  (Repayment of) bank notes payable                   (263,742)   (403,870)
  (Repayment of) mortgage notes payable                 (1,324)     (1,822)
                                                      ---------   ---------
Net Cash (Used in) Financing Activities               (265,066)   (405,692)
                                                      ---------   ---------
Increase (decrease) in Cash                            (41,227)    269,579 

Cash, Beginning of Period                               74,039      68,904 
                                                       --------    --------  
Cash, End of Period                                 $   32,812     338,483 
                                                    ==========  ==========
Interest Paid                                       $    8,634  $    6,227 
                                                    ==========  ==========
Income Taxes Paid                                   $        -  $        - 
                                                    ==========  ==========
  
</TABLE>
The accompanying notes are an integral part of the financial statements.       

                                  5
<PAGE>
                          ROCKY MOUNTAIN POWER CO.
                       AND CONSOLIDATED SUBSIDIARIES
   
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
<TABLE>
<CAPTION>
                                                                           
                                                       Nine Months Ended     
                                                      March 31,   March 31,
                                                        1999        1998   
                                                      ---------   ---------
<S>                                                <C>         <C>
Cash Flows Operating Activities:
  Net income                                        $   66,046  $   87,581 
  Depreciation                                           3,886      11,125 
  Increase (decrease) in income taxes payable           (4,923)      9,618 
  Increase in deferred income taxes payable                  -       1,636 
  Increase in accounts payable and accrued
   expenses                                              3,350      61,512 
  Stock issued for services                              3,500       8,886 
  Other                                                (27,362)     13,281 
                                                       --------     ------
Net Cash Provided by Operating Activities               44,497     193,639 
                                                       --------    -------
Cash Flows from Investing Activities:
  (Investments) in certificates of purchase         (1,239,554) (1,721,256)
  Proceeds from redemptions of certificates
   of purchase                                         971,346   2,048,695 
  (Investment) in property                                (511)          - 
  (Investment) in notes receivable                    (105,000)   (326,206)
  Collection of notes receivable                        95,873      42,637 
  Other                                                140,755     100,298 
                                                      --------     -------
Net Cash Provided by (Used in) Investing Activities   (137,091)    144,168 
                                                      ---------    -------
Cash Flows from Financing Activities:
  Proceeds from bank notes payable                     810,100           - 
  (Repayment of) bank notes payable                   (749,628) (1,000,000)
  (Repayment of) mortgage notes payable                 (5,295)     (8,755)
  (Repayment of) loan from related party                     -    (150,000)
                                                      ---------  ----------
Net Cash Provided by (Used in) Financing Activities     55,177  (1,158,755)
                                                      --------- -----------
(Decrease) in Cash                                     (37,417)   (820,948)
Cash, Beginning of Period                               70,229   1,159,431 
                                                      ---------  ---------
Cash, End of Period                                 $   32,812     338,483 
                                                    ==========  ==========
Interest Paid                                       $   41,948  $   43,730 
                                                    ==========  ==========
Income Taxes Paid                                   $   42,321  $   14,524 
                                                    ==========  ==========
  
</TABLE>
The accompanying notes are an integral part of the financial statements.       

                                  6
<PAGE>
                       ROCKY MOUNTAIN POWER CO.
                    AND CONSOLIDATED SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           March 31, 1999 
                            (Unaudited)

(1) Condensed Financial Statements
----------------------------------
    The financial statements included herein have been prepared by
    Rocky Mountain Power Co. without audit, pursuant to the rules and
    regulations of the Securities and Exchange Commission.  Certain
    information and footnote disclosures normally included in the
    financial statements prepared in accordance with generally
    accepted accounting principles have been condensed or omitted as
    allowed by such rules and regulations, and Rocky Mountain Power
    Co. believes that the disclosures are adequate to make the
    information presented not misleading.  It is suggested that these
    financial statements be read in conjunction with the June 30,
    1998 audited financial statements and the accompanying notes
    thereto.  While management believes the procedures followed in
    preparing these financial statements are reasonable, the accuracy
    of the amounts are in some respect's dependent upon the facts
    that will exist, and procedures that will be accomplished by
    Rocky Mountain Power Co. later in the year.

    The management of Rocky Mountain Power Co. believes that the
    accompanying unaudited condensed financial statements contain all
    adjustments (including normal recurring adjustments) necessary to
    present fairly the operations and cash flows for the periods
    presented.














                                   7
<PAGE>

                                ITEM 2

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS


Rocky Mountain Power Co. (the "Company") was organized as a Colorado
corporation on September 30, 1958.  The Company is principally in the
real estate ownership and rental business.  The Company also invests
in mortgage notes receivable and certificates of purchase related to
real estate foreclosures.  Certain statements in the Report are
forward-looking.  Actual results of future events could differ
materially.

The following discussion of the financial condition and results of
operations of the Company relates to the three (3) months ended March
31, 1999 and 1998 and the nine (9) months ended March 31, 1999 and
1998, and should be read in conjunction with the financial statements
and notes thereto included elsewhere in this Report.  The Company was
a relatively inactive public shell corporation for the two years
preceding the business combination with Prime Rate Investment
Management Enterprises, Inc. (PRIME) effective March 31, 1997.  Since
the controlling shareholders of PRIME control RMPC after the business
combination, the transaction was accounted for as a reverse
acquisition.  The financial statements of PRIME are presented in this
filing since for accounting purposes PRIME is the acquiring entity. 
Effective April 30, 1997, PRIME was merged into RMPC with Prime Rate
Income & Dividend Enterprises, Inc. (PRIDE), a wholly-owned subsidiary
of PRIME becoming a wholly-owned subsidiary of RMPC.  PRIDE is the
operating company and RMPC is principally a holding company.  The
Company has selected June 30 as its fiscal year end.

Results of Operations
---------------------
Revenue for the three and nine month periods ended March 31, 1999
decreased from the three and nine month periods ended March 31, 1998
as follows:
                                 1998        1999      Decrease
                               --------    --------    --------
Three Months Ended March 31,   $144,584    $ 48,855    $ 95,729

Nine Months Ended March 31,    $268,258    $136,799    $131,459

Revenue decreased principally due to gains recognized on disposition
of assets.  Gains recognized totaled $82,809 for the nine month period
ended March 31, 1998 as compared to $2,800 for the nine month period
ended March 31, 1999.  Revenue also decreased due to a change in the
Company's business whereby it no longer does property inspections. 
The revenue for property inspections totaled $27,769 and $50,969
during the three and nine month periods ended March 31, 1998.  The
Company had no income from property inspections during the three and
nine month periods ended March 31, 1999.  Rent income during the nine
month period ended March 31, 1999 was $14,910 as compared to $23,095
during the nine month period ended March 31, 1998, a decrease of
$8,385 due to a decrease in rental real estate owned.

                                  8
<PAGE>
Operating expenses were $58,785 during the three month period ended
March 31, 1998 as compared to $10,100 during the three month period
ended March 31, 1999.  Operating expenses were $160,672 during the
nine month period ended March 31, 1998 as compared to $33,355 during
the nine month period ended March 31, 1999.  Operating expenses
decreased principally due to the ground lease cost of the
Racquetball/Health Club facility which totaled $9,705 and $23,366
during the three and nine month periods ended March 31, 1998,
respectively, and due to the decrease in contract services paid for
property inspections.

Net income after provision for income taxes amounted to $23,847 during
the three month period ended March 31, 1999 as compared to $70,151
during the three month period ended March 31, 1998, a decrease of
$46,304.

Net income after provision for income for the nine month period ended
March 31, 1999 was $66,046 as compared to $87,581 during the nine
month period ended March 31, 1998, a decrease of $21,535.

Liquidity and Capital Resources
-------------------------------
Working capital was $1,014,605 at March 31, 1999 as compared to
953,149 at June 30, 1998.  The Company's stockholders' equity was
$2,086,095 at March 31, 1999 as compared to $2,016,549 at June 30,
1998.  The increase in stockholders' equity related principally to the
net income recognized for the nine months ended March 31, 1999.  

The Company has made no commitments that would require any material
increase in capital resources.  The Company's financial condition has
not been affected by the modest inflation of the recent past.  The
Company believes that future inflation, if any, would not materially
affect the results of operations, other than interest rates on the
line of credit which are based on a floating rate over prime would be
higher.  Also the values and rental rates on the Company's real estate
could be affected by future inflation, in any.




                                   9
<PAGE>
                          PART II. 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 Information

      None.

Item 6.    Exhibits and Reports on Form 8-K

      None.











                                  10
<PAGE>

                                  SIGNATURES


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



(Registrant)                          ROCKY MOUNTAIN POWER CO.



Date                                May 17, 1999
BY(Signature)                       /s/Michael L. Schumacher
Name and Title                      Michael L. Schumacher, Chief 
Executive                           Officer and Principal Accounting 
                                    Officer