<PAGE>                              



         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         September 30, 1998                            
                           ---------------------

                              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 September 30, 1998, Registrant had 607,853 shares of common stock, $.05
par value, outstanding.



<PAGE>
                              INDEX
                              -----

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

     Item I.   Financial Statements
                    
               Balance Sheets as of September 30, 1998
                  and June 30, 1998                              2

               Statement of Operations, Three Months Ended
                  September 30, 1998 and September 30, 1997      3

               Statement of Cash Flows, Three Months Ended
                  September 30, 1998 and September 30, 1997      4

               Notes to Financial Statements                     5

     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
                                                September 30,     June 30, 
                                                    1998            1998   
                                                -------------    ----------
<S>                                            <C>            <C>
Current Assets:
  Cash                                          $     39,667   $    70,229 
  Certificates of purchase, real estate
   foreclosures                                    1,679,422       799,801 
  Mortgage notes receivable, current
   portion                                           305,001       301,574 
  Mortgage note receivable, related party            139,079       139,079 
  Deferred income taxes receivable, current            4,626         4,626 
  Other                                               27,263        26,685 
                                                   ---------     ---------
    Total Current Assets                           2,195,058     1,341,994 
  
Real estate, net of accumulated deprec-
 iation of $3,875 at September 30, 1998 and
 $4,000 at June 30, 1998                             243,942       244,317 
Transportation equipment, net of accumulated
 depreciation of $2,375 at September 30, 1998
 and $125 and June 30, 1998                           11,125        11,875 
Mortgage notes receivable, net of current 
 portion                                             756,310       814,010 
Other                                                 57,213        57,213 
                                                ------------   ----------- 
TOTAL ASSETS                                    $  3,263,648   $ 2,469,409 
                                                ============   =========== 
<CAPTION>
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                            <C>            <C>
Current Liabilities:
  Accounts payable and accrued expenses         $      8,132   $     6,931 
  Notes payable, current portion                   1,108,619       318,519 
  Income taxes payable                                25,352        39,531 
  Deferred taxes payable, current portion              1,621         1,621 
  Other                                               24,252        22,243 
                                                   ---------       -------
    Total Current Liabilities                      1,167,976       388,845 

Deferred taxes payable, long term                     35,906        35,906 
Notes payable, net of current portion                 26,123        28,109 
                                                    --------       -------  
TOTAL LIABILITIES                                  1,230,005       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, 607,853 shares issued
   and outstanding                                    30,393        30,393 
  Additional paid-in capital                       1,610,988     1,610,988 
  Retained earnings                                  392,262       375,168 
                                                   ---------     ---------
TOTAL STOCKHOLDERS' EQUITY                         2,033,643     2,016,549 
                                                   ---------     ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $  3,263,648   $ 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      
                                                 September 30,   September 30,
                                                     1998            1997     
                                                 -------------   -------------
<S>                                                <C>          <C>
Revenue:
  Rent income                                          4,210         7,620 
  Interest income                                     27,928        41,892 
  Management fee income                                             19,650 
  Gain on disposition of asset                            78             - 
  Other income                                         6,400             - 
                                                      ------        ------
                                                      38,616        69,162 
                                                      ------        ------
Operating Expenses:
  Depreciation                                         1,125         5,043 
  Interest                                                 -        22,074 
  Rent                                                     -         7,279 
  Contract services                                    2,095        10,790 
  Auditing and accounting                              4,425         7,622 
  Property taxes                                       2,117           726 
  Other                                                2,464         6,653 
                                                      ------        ------
                                                      12,226        60,187 
                                                      ------        ------
Net income before provision
 for income taxes                                     26,390         8,975 

Provision for income taxes                             9,296           920 
                                                  ----------    ---------- 
Net income                                        $   17,094    $    8,055 
                                                  ==========    ==========
Per Share                                         $      .03    $      .01 
                                                  ==========    ==========
Weighted Average Shares Outstanding                  607,853       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 CASH FLOWS
                                (Unaudited)
<TABLE>   
<CAPTION>                                                                     
                                                      Three Months Ended   
                                                  September 30,  September 30,
                                                       1998          1997    
                                                  -------------  -------------
<S>                                                <C>          <C>
Cash Flows Operating Activities:
  Net income                                        $   17,094   $    8,055 
  Depreciation                                           1,125        5,043 
  (Decrease) in income taxes payable                   (14,179)      (5,660)
  (Decrease) in deferred income taxes payable                -       (4,607)
  Increase (decrease) in accounts payable and 
   accrued expenses                                      1,201         (713)
  Common stock issued for services                           -        8,886 
  Other                                                  1,431       (3,496)
                                                     ---------    ----------
Net Cash Provided by Operating Activities                6,672        7,508 
                                                     ---------    ----------
Cash Flows from Investing Activities:
  (Investments) in certificates of purchase         (1,174,401)    (879,064)
  Proceeds from redemptions of certificates
   of purchase                                         294,780      423,516 
  (Investment) in property                                   -            - 
  Collection of notes receivable                        54,273        7,847 
  Other                                                      -        1,703 
                                                      ---------    ---------
Net Cash (Used in) Investing Activities               (825,348)    (445,998)
                                                      ---------    ---------
Cash Flows from Financing Activities:
  Proceeds from bank notes payable                     790,100            - 
  (Repayment of) bank notes payable                          -     (134,300)
  (Repayment of) mortgage notes payable                 (1,986)      (2,142)
  (Repayment of) loan from related party                     -     (150,000)
                                                       -------     ---------
Net Cash Provided by (Used in) Financing Activities    788,114     (286,442)
                                                       -------     ---------
(Decrease) in Cash                                     (30,562)    (724,932)
    
Cash, Beginning of Period                               70,229    1,159,431 
                                                       -------    ---------
Cash, End of Period                                 $   39,667      434,499 
                                                    ==========   ==========
Interest Paid                                       $   15,584   $   22,074 
                                                    ==========   ==========
Income Taxes Paid                                   $   24,000   $   11,187 
                                                    ==========   ==========
</TABLE>

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

                                   4
<PAGE>



                       ROCKY MOUNTAIN POWER CO.
                    AND CONSOLIDATED SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 1998 
                            (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.

(2) Related Party Transactions
    --------------------------
    Effective March 31, 1998, the Company sold its investment in its
    health club/racquetball facility to the shareholder that
    originally contributed the property for stock.  The gross
    proceeds to the Company were 145,762 shares of the Company's
    common stock and a mortgage note receivable of $139,079
    collateralized by the property.  This note bears interest at 8%
    per annum and is totally due on March 31, 1999.

 
              


                                   5
<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
September 30, 1998 and 1997, and should be read in conjunction with
the financial statements and notes thereto included elsewhere in this
report.

Results of Operations
---------------------

Revenue for the three month period ended September 30, 1998 decreased
from the three month period ended September 30, 1997 as follows:

                                         1997       1998      Decrease
                                       --------   --------    --------
   Three Months Ended September 30,    $ 69,162   $ 38,616    $ 30,546

Revenue decreased principally due to the shift in business emphasis of
the Company to the acquisitions of certificates of purchase with the
intent of obtaining title to the properties rather than investing in
certificates of purchase for the purpose of earning income on the
certificates.  When using borrowed funds for the capital to invest in
certificates of purchase, gross interest income and gross interest
expense are larger, but management believes obtaining title to
properties and reselling them after renovation will increase the net
income of the Company.

Operating expenses were $60,187 during the three month period ended
September 30, 1997 as compared to $12,226 during the three month
period ended September 30, 1998.  Operating expenses decreased
principally due to a decrease in interest expense of $22,074, a
decrease in depreciation of $3,918, and a decrease in rent expense of
$7,279 due to the sale of its previously owned health club/racquetball
facility in March 1998.  Contract services decreased by $8,695
principally due to the shift in emphasis of the Company's business
described above.

Net income after provision for income taxes amounted to $17,094 during
the three month period ended September 30, 1998 as compared to $8,055
during the three month period ended September 30, 1997, an increase of
$9,039.

                                   6
<PAGE>
Liquidity and Capital Resources
-------------------------------
Working capital was $953,149 at June 30, 1998 as compared to
$1,027,082 at September 30, 1998.  The Company's stockholders' equity
was $2,016,549 at June 30, 1998 as compared to $2,033,643 at September
30, 1998.  The increase in stockholders' equity related principally to
net income of $17,094 during the three month period ended September
30, 1998.

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.



 















                                   7
<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.
















                                  8
<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.

BY(Signature)                        /s/Michael L. Schumacher, President
(Date)                               November 16, 1998  
(Name and Title)                     Michael L. Schumacher, Chief Executive 
                                     Officer and Principal Accounting Officer

















                                   9