MAURICE J. BATES, L.L.C.
                                 ATTORNEY AT LAW
                           8214 WESTCHESTER SUITE, 500
                               DALLAS, TEXAS 75225

                            Telephone (214) 692-3566
                               Fax (214) 987-2091

                                October 15, 1998


Barbra Jacobs, Deputy Chief
Office of Small Business Policy
Securities and Exchange Commission
450 5th Street N. W.
Washington, DC. 20549

         Re: Westower Corporation
         File No. 333-32963
         10-q SB

Dear Mrs. Jacobs:

     We  transmit  herewith   10-q  for the period ended August 31, 1998.

 



                                                     Very truly yours,

                                                     /s/ Maurice J. Bates

                                                     Maurice J. Bates
<PAGE>
                     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 August 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                       1623                     91-1825860
 (State or jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
Incorporation or Organization) 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:

                       6,901,359 as of September 30, 1998






<PAGE>


                               WESTOWER COPORATION

                                      INDEX

<TABLE>

PART I - FINANCIAL INFORMATION
      <S>                                                                                      <C>

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

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

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

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

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

PART II - OTHER INFORMATION                                                                      8
</TABLE>

         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






















<PAGE>



                              WESTOWER CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                            August 31, 1998 and 1997
                                  ( Unaudited )
<TABLE>
<CAPTION>

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

     Cash                                                         $       18,260,000             $     2,418,000
     Account receivable, net                                              11,328,000                   7,084,000
     Costs and estimated earnings in excess of
     billings on uncompleted contracts                                     3,640,000                   2,887,000
     Inventory (Note 2)                                                    1,723,000                     289,000
                                                                  ------------------             ---------------

         Total Current Assets                                             34,951,000                  12,678,000

PROPERTY AND EQUIPMENT, net                                                5,723,000                   2,678,000

GOODWILL                                                                  12,179,000                           -

DEFERRED FINANCE COSTS                                                     2,528,000                           -

OTHER ASSETS                                                               2,096,000                     384,000
                                                                  ------------------             ---------------

TOTAL ASSETS                                                      $       57,477,000             $    15,740,000
                                                                  ==================             ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Trade accounts payable                                             $  5,904,000                $  5,003,000
     Billings in excess of costs and estimated
     earnings on uncompleted contracts                                     1,522,000                   3,095,000
     Other current liabilities                                                62,000                     283,000
     Income taxes payable                                                  1,356,000                     137,000
     Deferred income taxes                                                   534,000                     569,000
     Note payable to bank                                                  1,027,000                           -
     Current portion of long-term debt                                       138,000                     360,000
     Acquisition payable                                                   5,000,000                           -
                                                              ----------------------             ---------------

              Total current liabilities                                   15,543,000                   9,447,000

LONG-TERM DEBT, net of current portion                                     2,383,000                     280,000

SUBORDINATED CONVERTIBLE NOTES                                            15,000,000

ADVANCES FROM RELATED PARTIES                                                      -                   1,594,000
                                                              ----------------------             ---------------
              Total liabilities                                           32,926,000                  11,321,000
                                                              ----------------------             ---------------

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

STOCKHOLDERS' EQUITY
     Common stock                                                         18,310,000                   1,043,000
     Foreign currency translation adjustments                               (67,000)                           -
     Retained earnings                                                     6,308,000                   2,926,000
                                                                       -------------             ---------------
     Total stockholders' equity                                           24,551,000                   3,969,000
                                                                      --------------             ---------------
TOTAL LIABILITIES AND STOCK
HOLDERS' EQUITY                                                           $57,477,000                $15,740,000
                                                                          ===========              =============
</TABLE>


<PAGE>


                              WESTOWER CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>


                                    For the Three Months Ended                  For the Six Months Ended
                                            August 31                                            August 31
                                            1998                 1997                  1998           1997
                                            ----
<S>                                    <C>                    <C>                  <C>             <C>

Revenues Earned                        $     27,505,000        $ 10,285,000         $38,671,000    $ 18,714,000

Cost of Revenues Earned                      20,937,000           7,570,000          29,536,000      13,558,000
                                            ------------   -----------------   ------------------- ----------------

           Gross Profit                       6,568,000           2,715,000           9,135,000       5,156,000

Selling, General and
Administrative
Expenses                                       4,154,000          1,132,000           5,511,000      2,310,000
                                            ------------    -----------------   ------------------  ---------------

Operating Income                              2,414,000           1,583,000           3,624,000      2,846,000

Other Income(Expense)
   Interest expense                            (246,000)            (13,000)           (263,000)     (26,000)
   Interest income                              169,000                   -             244,000                     -
                                          -------------        ------------         -----------      -------
Income Before Income                          2,337,000           1,570,000           3,605,000     2,820,000
Taxes

Income Taxes                                   818,0000             597,000           1,262,000     1,072,000
                                          -------------        ------------         -----------     -----------

Net Income                                $   1,519,000        $    973,000         $ 2,343,000    $ 1,748,000
                                          =============         ===========         = =========     ========

Basic Earnings
per Share                                 $          .23       $       .20          $     .38           $    .36
                                           =============       ===============      ============       =========

Diluted Earnings
per Share                                 $          .20       $       .20          $     .33         $      .36
                                           =============       ===============      ==============   =========== 

Weighted Average
Common Shares                                 6,587,000           4,776,000           6,123,000        4,776,000
                                          =============        ============           =========      =========== 

Weighted Average
Common Shares plus
Dilutive potential                            7,648,000           4,776,000           7,117,000        4,776,000
                                          =============        ============           =========      ============= 

</TABLE>







<PAGE>



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

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

CASH FLOWS FROM OPERATING ACTIVITIES
         Net income                                                     $2,343,000                 $1,748,000
         Depreciation and amortization                                     104,000                     92,000
         Net change in non-cash operating
           assets and liabilities                                       (6,795,000)                  (353,000)
                                                                        --------------------------------------

         Net cash flows from
operating activities                                                    (4,348,000)                 1,487,000
                                                                        -------------------------------------

CASH FLOWS FROM INVESTING ACTIVITES

         Advances to related parties                                    (1,700,000)                   922,000
         Purchase of property and
 equipment                                                              (1,475,000)                  (231,000)
                                                                        --------------------------------------

         Net cash flows from
investing activities                                                    (3,175,000)                   691,000
                                                                        -------------------------------------

CASH FLOWS FROM FINANCING ACTIVITES
         Principal payments on long-term debt                             (335,000)                  (268,000)
         Net proceeds on exercise of warrants                            4,996,000                          -
         Net proceeds on sale of convertible
           subordinated notes                                           14,850,000                          -
                                                                        -------------------------------------

         Net cash flows from
financing activities                                                    19,511,000                   (268,000)
                                                                        --------------------------------------

NET INCREASE IN CASH                                                    11,988,000                  1,910,000

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

CASH - End of Period                                                   $18,260,000                 $2,418,000
                                                                       ======================================

SUPPLEMENTAL DISCLOSURE
         Interest Paid                                                 $   253,000                   $ 26,000
         Taxes Paid                                                   $    904,000                  $ 263,000
</TABLE>






















<PAGE>



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

Note 1 - Basis of Presentation

The consolidated  financial  statements and notes thereto at August 31, 1998 and
1997,  and for the three and six month  periods  ended August 31, 1998 and 1997,
reflect  the  acquisition  of  Western  Telecom  Construction  Ltd.,  an Alberta
corporation,  the acquisition of MJA Communications Corp., a Florida corporation
and  the  acquisition  of  Standby  Services,  Inc.,  a Texas  corporation.  All
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.,  397,023  shares of its  common  stock for all of the common
shares of MJA  Communications  Corp., and 543,590 shares of its common stock for
all of the common  shares of Standby  Services,  Inc. All of these  acquisitions
were   structured  as  mergers  and  accounted  for  as  pooling  of  interests.
Accordingly,  the consolidated  financial statements and notes thereto at August
31, 1998 and 1997, and for three and six month periods ended August 31, 1998 and
1997, are presented as if the acquisitions of Western Telecom  Construction Ltd.
, MJA  Communications  Corp.,  and Standby  Services,  Inc., had occurred 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 users 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  for a fair  presentation  of the  results for  interim  periods.  The
results of operations  for the three and six month periods ended August 31, 1998
and 1997  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 six month  ended
August 31, 1998 , the Company received proceeds of $4,996,449 on the exercise of
555,161 warrants.

Note 4 - Business Acquisition

On August 31, 1998 the Company completed the acquisition of CORD  Communications
Incorporated  ("CORD") whereby the Company acquired all of the shares of CORD in
exchange  for  $5,000,000  and 217,387  shares of  Westower  common  stock.  The
acquisition  was  structured  as a merger and was  accounted  for as a purchase,
resulting in approximately $10,000,000 of goodwill.



<PAGE>


                              WESTOWER CORPORATION

                   ITEM 2- MANAGEMENT DISCUSSION AND ANALYSIS

                              RESULTS OF OPERATIONS

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

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

Revenues for the second  quarter  increased  $17,220,000 or 167% compared to the
second  quarter in the  previous  year.  Approximately  40% of the  increase  is
attributable  to strong  demand for the  Company's  services in some  geographic
areas offset by weaker demand in other areas.  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 August 31, 1998 increased  $3,853,000 or 142%
from the comparable  quarter.  The increase is attributable to the 167% increase
in sales  partially  offset by a decline in gross  profit  margins from 26.4% in
1997 to 23.9% 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 August 31,
1998  were  approximately  267%  higher  than in the  comparable  quarter.  As a
percentage  of  sales,  these  expenses  were 11 % in 1997 and 15% in 1998.  The
increase reflects  increased staffing to manage growth and to enable the Company
to own  communications  towers and lease space on these towers to third parties,
and substantially higher depreciation and amortization expense.

Operating  income  improved  $831,000 or 53% in the quarter ended August 31,1998
compared to the quarter ended August 31, 1997. The increase is  attributable  to
the  increase  in  revenues  offset  by the  increase  in  selling  general  and
administrative expenses.

Net income  increased  56% in the quarter  ended August 31, 1998,  to $1,519,000
from the  comparable  period.  The increase is  attributable  to the increase in
sales, offset by increased selling,  general and administrative  expenses, and a
reduced gross profit margin.

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




<PAGE>



                              WESTOWER CORPORATION

                   ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS

                              RESULTS OF OPERATIONS

FOR THE SIX-MONTH PERIODS ENDED AUGUST 31, 1998 AND 1997

Results for the six month  periods  ended August 31, 1998 and 1997,  include the
results for Western Telecom  Construction  Ltd., MJA  Communications  Corp., and
Standby    Services,    Inc.,    acquisitions    accounted    for    using   the
pooling-of-interests method.

Revenues for the first six months increased  $19,957,000 or 107% compared to the
six  months  in  the  previous  year.  Approximately  40%  of  the  increase  is
attributable  to strong  demand for the  Company's  services in some  geographic
areas offset by weaker demand in other areas.  Acquisitions accounted for by the
purchase method, completed in late fiscal 1998, contributed to approximately 60%
of the increase.

Gross profit for the six months ended August 31, 1998  increased  $3,979,000  or
77% from the comparable  six months.  The increase is  attributable  to the 107%
increase in sales  partially  offset by a decline in gross  profit  margins from
27.6%  in 1997 to  23.6%  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 six months ended August 31,
1998 were  approximately  139% higher than in the  comparable  six months.  As a
percentage of sales,  these  expenses were 12.3 % in 1997 and 14.3% in 1998. The
increase reflects  increased staffing to manage growth and to enable the Company
to own  communications  towers and lease space on these towers to third parties,
and substantially higher depreciation and amortization expense.

Operating income improved $778,000 or 27% in the six months ended August 31,1998
compared to the six months ended August 31, 1997.  The increase is  attributable
to the  increase in revenues  offset  somewhat by the  decrease in gross  profit
margins,   and  further   offset  by  the   increase  in  selling   general  and
administrative expenses.

Net income  increased 34% in the six months ended August 31, 1998, to $2,343,000
from the  comparable  period.  The increase is  attributable  to the increase in
sales, offset by increased selling,  general and administrative  expenses, and a
reduced gross profit margin.

During the six months ended August 31, 1998, the Company owned  twenty-two  (22)
communications  towers  that are  leased to a  telephone  company.  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 six months ended August 31, 1998, the Company filed
                  Forms  8-K,   which   described   the   acquisitions   of  MJA
                  Communications  Corporation,  and of  WTC  Holding  Inc.,  the
                  parent of Western Telecom Construction Ltd.

Signature:        _________________________________________________________ 

Signature:        _________________________________________________________ 

Signature:        _________________________________________________________ 
Westower Corporation
Registrant

Date:             __________________________________________________________