U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


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

         For the quarterly period ended May 31, 1998

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

         For the transition period from________________to_______________

                         COMMISSION FILE NUMBER 1-132963


                              WESTOWER CORPORATION
                 (Name of small business issuer in its charter)

                                   WASHINGTON
                            (State or jurisdiction of
                         Incorporation or Organization)

          1623                                               91-1825860
(Primary Standard Industrial                                 (I.R.S. Employer
Classification Code Number)                             Identification Number)

                              Westower Corporation
                               7001 NE 40th Avenue
                           Vancouver, Washington 98661
                                 (360) 750-9355
              (Address and telephone number of principal executive
                    offices and principal place of business)

Check whether the issuer:

(1)  filed  all  reports  required  to be filed by  Section  13 or 15 (d) of the
Exchange Act 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


                                 YES /X/ No / /


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares  outstanding  of each of the issuer's  classes common
equity, as of the latest practicable date:

                            5,938,407 as of June 30,1998






<PAGE>


                               WESTOWER COPORATION

                                      INDEX


PART I - FINANCIAL INFORMATION

          ITEM 1 - FINANCIAL STATMENTS
          Consolidated Balance Sheets of Westower Corporation
          at May 31, 1997 and 1998 (unaudited)                                 3

         Consolidated Statements of Income of Westower Corporation for
         the three month periods ended May 31, 1997 and 1998 ( unaudited )     4

         Consolidated Statements of Cash Flows of Westower Corporation for
         the three month periods ended May 31, 1997 and 1998 (unaudited )      5

         Notes to the Consolidated Financial Statements of 
         Westower Corporation as of May 31,1997 and 1998 ( unaudited )         6

         ITEM 2 - MANAGEMNET'S DISSCUSSIONS AND ANALYSIS OR PLAN OF OPERATION  7

PART II - OTHER INFORMATION                                                    8

         ITEM 1 - LEGAL PROCEEDINGS

         ITEM 2 - CHANGES IN SECURITIES

         ITEM 3 - DEFAULTS UPON SENIOR SECURITES

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

         ITEM 5 - OTHER INFORMATION

         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         SIGNATURES





















                              WESTOWER CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                             May 31, 1997 and 1998
<TABLE>
<CAPTION>

                                                          ( Unaudited )

                                                              1997                               1998
                                                         ---------                      -------------
                                                                ASSETS
<S>                                                  <C>                               <C>

CURRENT ASSETS

     Cash                                            $   1,893,000                      $  21,569,000
     Account receivable, net                             5,016,000                          9,035,000
     Costs and estimated earnings in excess of
     billings on uncompleted contracts                   1,641,000                          1,649,000
     Inventory (Note 2)                                    242,000                        2,127,000
                                                     -------------                      -----------

         Total Current Assets                            8,792,000                         34,380,000

PROPERTY AND EQUIPMENT, net                              1,959,000                          4,238,000

GOODWILL                                                                                    2,064,000

OTHER ASSETS                                                 64,000                           859,000
                                                     --------------                     -------------

TOTAL ASSETS                                         $  10,815,000                      $  41,541,000
                                                     =============                      =============
</TABLE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S>                                                  <C>                                   <C>

CURRENT LIABILITIES
     Trade accounts payable                        $     3,657,000                      $   5,444,000
     Billings in excess of costs and estimated
     earnings on uncompleted contracts                   2,415,000                          1,348,000
     Other current liabilities                             245,000                            280,000
     Income taxes payable                                  137,000                          1,816,000
     Deferred income taxes                                 569,000                            534,000
     Note payable to bank                                        -                            150,000
     Current portion of long-term debt                     257,000                            343,000
                                                   -------

              Total current liabilities                  7,280,000                          9,915,000

LONG-TERM DEBT, net of current portion                     180,000                            187,000

DEFERRED INCOME TAXES                                            -                             48,000

SUBORDINATED CONVERTIBLE NOTES                                   -                         15,000,000

ADVANCES FROM RELATED PARTIES                            1,594,000                                  -
                                                   ---------------                      -------------
              Total liabilities                          9,054,000                         25,150,000
                                                   ---------------                      -------------

REDEEMABLE PREFERRED STOCK                                 450,000                                  -
                                                   ---------------                      -------------

STOCKHOLDERS' EQUITY
     Common stock                                           42,000                         12,022,000
     Foreign currency translation adjustments                    -                           (67,000)
     Retained earnings                                   1,269,000                          4,436,000
                                                   ---------------                      -------------
     Total stockholders' equity                          1,311,000                         16,391,000
                                                   ---------------                      -------------
TOTAL LIABILITIES AND STOCK
HOLDERS' EQUITY                                    $ 10,815,000                         $  41,514,000
                                                   ============                         =============
</TABLE>



                              WESTOWER CORPORATION
                        CONSOLDIATED STAEMENTS OF INCOME
                                  ( Unaudited )

<TABLE>
<CAPTION>
                                                                                  For the Three Months Ended
                                                                                          May 31,
                                                              1997                          1998
                                                   --------------------                 --------
<S>                                                 <C>                                 <C>

Revenues Earned                                    $     8,948,000                      $  11,166,000

Cost of Revenues Earned                                  6,654,000                          8,599,000
                                                     -------------                      -------------

     Gross Profit                                        2,294,000                          2,567,000

Selling, General and Administrative
Expenses                                             1,335,000                              1,357,000
                                                   -----------                             ----------

Operating Income                                   $       959,000                      $   1,210,000

Other Income ( Expense )
     Interest expense                                     (26,000)                           (17,000)
     Interest income                                                -                       75,000
                                                   --------------------                 ----------

Income Before Income Taxes                                 933,000                          1,268,000

Income Taxes                                               349,000                         444,000
                                                   ---------------                      ----------

Net Income                                         $    584,000                         $    824,000
                                                   ============                         ============


Basic Earnings per Share                           $          .14                       $           .15
                                                   ===============                      ===============

Diluted Earnings per Share                                    n.a.                      $           .13
                                                   ===============                      ===============

Weighted Average Common Shares                          4,232,000                           5,659,000
                                                   ==============                      ==============

Weighted Average Common Shares
plus Dilutive Potential                                        n.a.                         6,587,000
</TABLE>

















                              WESTOWER CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                    Three         Months Ended May 31, 1997 and 1998 ( Unaudited
                                  )
<TABLE>
<CAPTION>

                                                             1997                               1998
                                                     -------------                      ------------
<S>                                                 <C>                                <C>

CASH FLOWS FROM OPERATING ACTIVITIES
         Net income                                $       584,000                      $     824,000
         Depreciation and amortization                      59,000                             62,000
         Net change in non-cash operating
           assets and liabilities                        1,079,000                        (3,243,000)
                                                     -------------                      -------------

         Net cash flows from operating activities        1,722,000                        (2,357,000)
                                                     -------------                      -------------

CASH FLOWS FROM INVESTING ACTIVITES

         Purchase of property and equipment              (169,000)                          (435,000)
                                                     -------------                      -------------

         Net cash flows from investing activities        (169,000)                          (435,000)
                                                     -------------                      -------------

CASH FLOWS FROM FINANCING ACTIVITES
         Principal payments on long-term debt            (168,000)                           (51,000)
         Net proceeds on exercise of warrants                    -                          3,290,000
         Net proceeds on sale of convertible
           subordinated notes                                    -                         14,850,000
                                                     -------------                      -------------

         Net cash flows from financing activities        (168,000)                         18,089,000
                                                     -------------                      -------------

NET INCREASE IN CASH                                     1,385,000                         15,297,000

CASH - Beginning of Period                                   508,000                        6,272,000
                                                     ---------------                   --------------

CASH - End of Period                                 $   1,893,000                      $  21,569,000
                                                     =============                      =============

SUPPLEMENTAL DISCLOSURE
         Interest Paid                               $      11,000                      $      17,000
         Taxes Paid                                  $      38,000                      $     280,000


</TABLE>




















<PAGE>



                              WESTOWER CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              May 31, 1997 and 1998
                                  ( Unaudited )

Note 1 - Basis of Presentation

The consolidated financial statements and notes thereto at May 31, 1997 and 1998
and for the  three  month  periods  ended  May 31,  1997  and 1998  reflect  the
acquisition of Western Telecom Construction Ltd., an Alberta corporation and the
acquisition of MJA Communications  Corp., a Florida corporation.  Both companies
design,  fabricate and construct wireless  transmitting and receiving facilities
and shelters for communications  equipment. The Company issued 835,000 shares of
its common stock for all the common shares of Western Telecom  Construction Ltd.
and  397,023  shares of its  common  stock for all of the  common  shares of MJA
Communications  Corp. Both acquisitions were structured as mergers and accounted
for as pooling of interests.  Accordingly, the consolidated financial statements
and notes  thereto at May 31, 1997 and 1998,  and for three month  periods ended
May 31, 1997 and 1998 are  presented as if the  acquisition  of Western  Telecom
Construction  Ltd.  and MJA  Communications  Corp.  had  occurred  at the at the
beginning of all periods presented.

The  notes  to  the  consolidated   financial  statements  do  not  present  all
disclosures  required  under  generally  accepted  accounting  principles,   but
instead,  as permitted by the  Securities and Exchange  Commission  regulations,
presume that user of the interim  financial  statements have read or have access
to the February 28, 1998 audited consolidated  financial statements and that the
adequacy  of  additional  disclosure  needed  for a  fair  presentation  may  be
determined in that context.  The financial  information included herein reflects
all adjustments  (consisting of normal recurring  adjustments) which are, in the
opinion of  management,  necessary  to a fair  presentation  of the  results for
interim periods. The results of operations for the three month periods ended May
31, 1997 and 1998 respectively are not necessarily  indicative of the results to
be expected for the full year. Note 2 - Inventory

Inventory  is stated at the lower of cost and  estimated  net  realizable  value
using the first-in,  first-out method. Inventory consists of materials purchased
for future construction not associated with specific jobs.

Note 3 - Common Stock

On October 15, 1997,  the Company  issued  1,200,000  shares of common stock and
1,380,000  warrants to purchase common stock in a public  offering.  The Company
received proceeds, net of costs, of $7,524,585. During the three month ended May
31, 1998 , the Company  received  proceeds of $3,289,788 on the exercise of 365,
532 warrants.


<PAGE>



                              WESTOWER CORPORATION

                   ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS

                              RESULTS OF OPERATIONS

FOR THE THREE-MONTH PERIODS ENDED MAY 31, 1997 AND 1998

Results for the three  month  periods  ended May 31, 1997 and 1998,  include the
results for Western Telecom Construction Ltd. and MJA Communications Corp., both
acquisitions accounted for using the pooling-of-interests method.

Revenues for the first quarter increased $2,218,000 or 25% compared to the first
quarter in the previous year.  Approximately 40% of the increase is attributable
to strong demand for the Company's  services in some geographic  areas including
the Southeastern U.S. and Alberta, Canada, offset by weaker demand in such areas
as the  Northwestern  U.S.  Acquisitions  accounted  for by the purchase  method
completed in late fiscal 1998, contributed to approximately 60% of the increase.

Gross profit for the quarter ended May 31, 1998  increased  $273,000 or 12% from
the  comparable  quarter.  The increase is  attributable  to the 25% increase in
sales  partially  offset by a decline in gross profit margins from 25.6% in 1997
to 23.0%  in 1998.  The  decline  in gross  profit  margin  is  attributable  to
increased price competition in the Northwestern  region of the U.S. and Ontario,
Canada.

Selling,  general and administrative expenses for the quarter ended May 31, 1998
were  approximately  the same as in the comparable  quarter.  As a percentage of
sales,  these expenses were 14.9 % in 1997 and 12.1% in 1998. The small increase
of  $22,000  reflects  increased  staffing  to manage  growth  and to enable the
Company to own  communications  towers and lease space on these  towers to third
parties,  offset by a  reduction  in  salaries  and  bonuses  paid to  principal
officers in prior years.

Operating  income  improved  $251,000  or 26% in the  quarter  ended May 31,1998
compared to the quarter ended May 31, 1997. The increase is  attributable to the
increase in revenues offset somewhat by the decrease in gross profit margins.

Net income increased 41% in the quarter ended May 31, 1998, to $824,000 from the
comparable period. The increase is attributable to the increase in sales, stable
selling,  general and  administrative  expenses,  offset by reduced gross profit
margin.

During  the  three  months  ended  May  31,  1998,   the  Company  owned  twelve
communications  towers that are leased to a  telephone  company  (currently,  22
towers).  Revenue and expenses  associated with this activity have been included
in contract revenues and costs.


<PAGE>



                              WESTOWER CORPORATION

                           PART II - OTHER INFORMATION

ITEM 1 -          LEGAL PROCEEDINGS
                  None

ITEM 2 - CHANGES IN SECURITES
                  None

ITEM 3 -          DEFAULTS UPON SENIOR SECURITES
                  None

ITEM 4 -          SUMBISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  None

ITEM 5 -          OTHER INFORMATION
                  None

ITEM 6 -          EXHIBITS AND REPORTS ON FORM 8-K
                  Exhibits                  None
                  Reports on Form 8-K

                  During the three months ended May 31, 1998,  the Company filed
                  Form 8-K which  described the acquisition of WTC Holding Inc.,
                  the parent of Western Telecom Construction Ltd.

Signature:        ____________________________________________________________

Signature:        ____________________________________________ _______________

Signature:        ____________________________________________________________

Westower Corporation
Registrant

Date:             ________________________________________________________