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

                                 FORM 10-K

                         ANNUAL REPORT PURSUANT TO
                   SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
                          ENDED DECEMBER 31, 2000

                        Commission File No. 0-31235

                         CONX CAPITAL CORPORATION
                      -------------------------------
           (Exact name of registrant as specified in its charter)

          NEVADA                               62-1736894
          ------                               ----------
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)         Identification Number)

     502 N. DIVISION STREET, CARSON CITY, NV        89703
     ----------------------------------------       -----

      (Address of principal executive offices)    (Zip Code)

                               (702) 886-0713
                               --------------
            (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act:

                                    NONE
                                    ----

        Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock Par Value $.01 Per Share
                                  ------


     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. YES  X  NO
                                             -     --
     Indicate  by  check  mark  if  disclosure  of  delinquent  filers
     pursuant  to  Item 405  of  Regulation  S-K  (  229-405  of  this
     chapter) is not  contained herein, and will not  be contained, to
     the  best of  registrant's  knowledge,  in  definitive  proxy  or
     information statements incorporated  by reference in Part  III of
     this Form 10-K or any amendment to this Form 10-K. YES  X   NO
                                                             -      --

<PAGE>


     There  is no established  market for the  registrant's voting and
     non-voting common equity.  The aggregate book value of the voting
     common equity  held by  non-affiliates on  December 31,  2000 was
     $6,517.   For  purposes of  the foregoing  calculation only,  all
     directors,  executive  officers,  and   their  respective  family
     members,  have been deemed affiliates.  The registrant's revenues
     for the fiscal year-end December 31, 2000, were $4,326,287.

     Indicate the number of shares outstanding of each of the issuer s
     classes of common stock, as of the close of the period covered by
     this report.

               Class                            Outstanding Shares
     -----------------------------                 ------------
     COMMON STOCK - PAR VALUE $.01                   6,650,000


                    DOCUMENTS INCORPORATED BY REFERENCE
                    -----------------------------------
                                    NONE
                                    ----


<PAGE>




                                  PART  I

          This  annual report  on Form  10-K  contains forward-looking
     statements as defined by the Private Securities Litigation Reform
     Act of 1995.   Such forward-looking statements should  be read in
     conjunction with  the cautionary statements  and other  important
     factors included in this  Form 10-K as well  as in other  filings
     made by the Company  with the Securities and  Exchange Commission
     ("SEC") .     These forward-looking statements  are subject  to a
     number   of  risks  and  uncertainties,  which  could  cause  the
     Company's   actual  results  to   differ  materially  from  those
     anticipated in such statements  and include statements concerning
     plans,   objectives,   goals,   strategies,  future   events   or
     performance and underlying assumptions and other statements which
     are  other than  statements of  historical facts.   Factors which
     could cause such results to  differ include the Company's limited
     operating  history, the Company's dependence on the operations of
     an affiliated  party, reliance  upon third  party financing,  the
     need  for additional financing and other factors discussed in the
     Company's filings with  the SEC, including the  Risk Factors  set
     forth  in the  Company's Form 10  dated January  16, 2001.   Such
     forward-looking statements may be identified, without limitation,
     by  the use of  the words "anticipates,"  "estimates," "expects,"
     "intends,"   "plans,"   "predicts,"   "projects,"   and   similar
     expressions.

          The Company's  expectations,  beliefs  and  projections  are
     expressed in good faith and are believed by the Company to have a
     reasonable  basis,  including  without  limitation,  management's
     examination of the historical operating trends, data contained in
     the  Company's  records  and  other  data  available  from  third
     parties.  There can be  no assurance, however, that the Company's
     expectations,  beliefs   or  projections  will  be   achieved  or
     accomplished.

     ITEM 1.  Description of Business.

          CONX  Capital  Corporation,  a   Delaware  corporation  (the
     "Company"  or "CONX"), with  consolidated assets of approximately
     $10.6 million as of December  31, 2000, is a specialty commercial
     finance  company engaged  in  the  business  of  originating  and
     servicing  equipment leases  to regional  trucking companies.  To
     date,  the  Company's  leasing activities  have  been  limited to
     leasing  of tractors and semi-trailers to one affiliated company,
     Continental Express SD,  Inc.   As  of  December  31, 2000,   the
     assets    of   the   Company    had   increased  to   $10,603,031
     consisting  primarily  of   cash  and  equipment,  consisting  of
     leased  tractors  and  semi  trailers,   valued   at  $10,152,605
     net of depreciation.  For the  year ended  December 31, 2000, net
     income was $541,293.

          The Company was  organized in April 1998  with its corporate
     headquarters   located  in  Carson   City,  Nevada.  The  Company
     currently  originates long-term  fixed  and  variable rate  lease


<PAGE>



     products  with Continental Express  SD, Inc., an  affiliate under
     common  control with the Company's  controlling shareholder.   In
     the  future, the  Company intends  to expand  its loan  and lease
     products  and  may  sell  such loans  and  leases  either through
     securitizations or  whole loan sales to  institutional purchasers
     on  a servicing  retained basis.  The Company believes  that such
     loan  and  lease  products  will  be  attractive  investments  to
     institutional  investors because  of the  credit  profile of  its
     borrowers,  relatively long loan and lease terms, call protection
     through  prepayment   penalties  and   appropriate  risk-adjusted
     yields. The Company also may periodically make equity investments
     in  certain of  the companies  that  enter into  loan  and  lease
     arrangements with  the Company as  part of its  core  lending and
     leasing business.

          The Company currently originates leases  through its offices
     located in Carson City, Nevada  and Little Rock, Arkansas.    The
     Little Rock,  Arkansas office  was opened in  April, 1998  at the
     time of  the formation of the Company.    The Carson City, Nevada
     office has  been the registered  office of the Company  since its
     incorporation.

          To  date, the Company has no employees. Personnel performing
     management  and administrative functions on behalf of the Company
     are provided to the Company under an employee leasing arrangement
     with an affiliate  of the Company  controlled  by  the  Company's
     controlling   stockholder.   The  activities   of   the   Company
     require  on average  approximately  10 hours  per month  for each
     of the  four leased  employees.  The Company will hire  permanent
     employees at  such  time  as the  activities of  the  Company can
     support full  time  employees.   At this  time, the Company  does
     not  anticipate the  need for full time employees during the next
     twenty-four  month period.

          To date, the Company's lease  income has been derived solely
     from  one affiliated company,  Continental Express SD,  Inc.  The
     Company intends to  focus on expanding leasing  activities within
     the trucking  industry and  potentially to  expand its  equipment
     leasing   activities  into   the   materials  handling   industry
     associated with the  trucking and transportation industry.   Over
     the next twelve months, the Company anticipates adding additional
     tractors and semi-trailers to its leasing fleet and to expand its
     leasing  activities with Continental Express  SD, Inc.  and other
     trucking companies  meeting the  Company's leasing  requirements.
     No  significant expansion of  the scope of  the Company's lending
     activities is expected before the end of the calendar year 2002.

          As  the Company expands  its lending and  leasing activities
     over the next twenty-four months, the  Company's focus will shift
     to  providing funding to  industries that have  been historically

<PAGE>



     underserved  by banks and  other traditional sources  of funding.
     This  new  focus will  require  the Company  to  develop specific
     industry expertise in the business sectors which it will serve in
     order  to  provide  individualized  financial  solutions for  its
     borrowers.  The Company believes  that its industry  expertise in
     the trucking industry, combined with its ability to be responsive
     to borrowers and flexible in structuring transactions and product
     offerings   will  give  it  a  competitive  advantage  over  more
     traditional,  highly   regulated  small  business   lenders.  The
     Company's  future borrowers are anticipated to be generally small
     business  operators, most  of whom  are  independent with  proven
     operating  experience and a  history of generating  positive cash
     flows.   The Company will  rely primarily upon its  assessment of
     enterprise  value, based in  part possibly on  independent third-
     party valuations,  and historical  operating cash  flows to  make
     credit determinations, as opposed to  relying solely on the value
     of any collateral.

          The Company  faces intense  competition in  the business  of
     originating   and  selling   loans   and  leases.     Traditional
     competitors in the financial services business include commercial
     banks, thrift institutions, diversified finance companies, asset-
     based lenders, and  specialty finance companies.   Many of  these
     competitors  are  substantially  larger  and  have   considerably
     greater financial,  technical  and marketing  resources than  the
     Company.   Competition can take many forms, including convenience
     in obtaining a  loan or a lease, customer  service, marketing and
     distribution  channels, amount  and term  of  the loan,  interest
     rates charged to borrowers, and credit ratings.  In addition, the
     current level of  gains realized by the  Company's competitors on
     the sale  of  their loans  and  leases could  attract  additional
     competitors  into  these  markets, with  the  possible  effect of
     lowering gains that may be  realized on the Company's future loan
     and  lease  sales.    The  Company  believes  that  its  industry
     expertise,  combined  with   its  responsiveness  to   borrowers,
     flexibility  in   structuring  transactions  and   broad  product
     offerings  give it a competitive advantage over more traditional,
     highly  regulated  small  business lenders  serving  the trucking
     industry,   and  that  such  experience  will  be  beneficial  in
     expanding  into  other  areas of  equipment  lease  and financing
     transactions.

     ITEM 2.  Properties.

          The  Company's  leases  its  executive  and   administrative
     offices which are  located at 502 North Division  Street, Carson,
     City,  Nevada, and  1406 Cantrell  Road,  Little Rock,  Arkansas.
     These  offices consist  of an  aggregate  of approximately  3,500
     square feet. Both leases have been extended  through December 31,
     2002.  The Company owns no fee interest in any real property.

     ITEM 3.  Legal Proceedings.


<PAGE>



     There are no pending legal proceedings involving the Company as a
     party  or  involving  any  of  the  Company's  assets  or  leased
     properties.

     ITEM 4.  Submission of Matters to a Vote of Security Holders.

     No  matters were  submitted for  a vote  of the  security holders
     during the fourth quarter of fiscal year 2000.

                                  PART  II

     ITEM  5.    Market  for Common  Equity  and  Related  Stockholder
                 Matters.

     There is no established  public trading market for the  Company's
     common stock.   There are  no outstanding options or  warrants to
     purchase  the  common   stock  of  the  Company,   or  securities
     convertible  into the  common stock  of  the Company.   With  the
     exception of 44,800 shares of  the Company's common stock, all of
     the remaining issued  and outstanding common stock of the Company
     are  held by  persons who would  be deemed  to be  affiliates for
     purposes  of  the  Securities  Act  of  1933,   as  amended  (the
      Securities Act ), and  for purposes of  Rule 144 as  promulgated
     thereunder.   As  of  March 31, 2001,  there were approximately 8
     holders of record of the Company's common stock.

          The Company has  not declared or paid any  cash dividends on
     its common  stock and does not intend to declare any dividends in
     the foreseeable future.  Payment  of dividends, if any, is within
     the discretion  of the board  of directors and would  depend upon
     the  Company's earnings,  if any,  its  capital requirements  and
     financial  condition,  and such  other  factors as  the  board of
     directors may consider from time to time.

          The  Company  did not  sell  or otherwise  issue  any equity
     securities during the fiscal year ended December 31, 2000.

     ITEM 6.  Selected Financial Data.

     The following  sets  forth the  selected financial  data for  the
     fiscal years  ended December  31,  2000, December  31, 1999,  and
     December 31, 1998, respectively:

                                 12/31/00     12/31/99      12/31/98
                                 --------     -------       --------


     Revenues                   $4,326,287   $2,894,050     $635,550
     Net Income                   $541,293     $365,618       $8,517
     Earnings per Share            $0.0814      $0.0536      $0.0012
     Cash Dividend per Share         $0.00        $0.00        $0.00
     Total Assets              $10,603,031   $8,201,753   $4,687,816
     Stockholders Equity          $967,428     $426,135      $78,517


<PAGE>

     ITEM  7.   Management's  Discussion  and  Analysis  of  Financial
     Condition and Results of Operation .

          The following discussion  and analysis below should  be read
     in conjunction with the financial statements, including the notes
     thereto, appearing  elsewhere in this Annual Report on Form 10-K.
     To date, the  Company's only activities and  sources of operating
     revenue have been leases  of tractor and trailer  truck equipment
     to one affiliated company, Continental Express SD, Inc.

     Results of Operation

          Fiscal year ended December 31, 2000

          Lease  income was  $4,326,287  for  the  fiscal  year  ended
     December 31, 2000.  As of December 31, 2000, the Company  had 173
     tractors and 142 semi-trailers leased to its customers. Operating
     expenses (consisting primarily of interest and  depreciation) for
     the  fiscal year  ended December  31,  2000 were  $3,452,765, and
     operating expenses as  a percentage of  lease income  was  79.8%.
     Income from  operations for  the fiscal  year ended  December 31,
     2000  was $873,522.    Other  income for  the  fiscal year  ended
     December 31, 2000 was $8,888.  Income before income taxes for the
     fiscal year  ended December 31, 2000 was $882,410, with provision
     for income  taxes of  $341,117, resulting in  net income  for the
     fiscal year ended December 31, 2000 of $541,293.

          Fiscal Year Ended December 31, 1999

          Lease  income was  $2,894,050  for  the  fiscal  year  ended
     December 31, 1999. As of  December 31, 1999, the Company had  133
     tractors and 142 semi-trailers leased to its customers. Operating
     expenses (consisting primarily of  interest and depreciation) for
     the  fiscal year  ended December  31, 1999  were $2,301,617,  and
     operating expenses as  a percentage  of lease  income was  79.5%.
     Income from  operations for the  fiscal year  ended December  31,
     1999  was $592,433.    Other  income for  the  fiscal year  ended
     December 31, 1999 was $2,830.  Income before income taxes for the
     fiscal year ended December 31,  1999 was $595,263, with provision
     for income  taxes of  $229,645, resulting in  net income  for the
     fiscal year ended December 31, 1999 of $365,618.

          Fiscal Year Ended December 31, 1998

          Lease income was $635,550 for the fiscal year ended December
     31, 1998.  As of December 31,  1998, the Company had  57 tractors
     and  60 semi-trailers leased to its customers. Operating expenses
     (consisting  primarily  of  interest  and  depreciation)  for the
     fiscal year ended December 31, 1998 were  $621,813, and operating
     expenses as  a percentage of lease income was 97.8%.  Income from
     operations  for  the  fiscal year  ended  December  31,  1998 was
     $13,737.   There was no  other income  or expense for  the fiscal
     year ended December 31, 1998.  Income before income taxes for the
     fiscal  year ended December 31, 1998  was $13,737, with provision

<PAGE>



     for  income taxes  of $5,220,  resulting  in net  income for  the
     fiscal year ended December 31, 1998 of $8,517.

          The  Company anticipates  additional  leasing activity  with
     Continental Express  SD, Inc.,  through  the year  2001.   During
     2001, the  Company will increase its efforts to provide equipment
     leasing  and loan  products to  other customers  in an  effort to
     diversify  its revenue  stream and  the  products being  offered.
     However,  during the  next  twelve months,  the Company  does not
     anticipate  any material  change in  the  sources of  its revenue
     stream.

     Liquidity and Capital Resources

          The   Company's  current  assets  and  working  capital  are
     sufficient  to meet  its  needs  for the  next  twelve months  of
     operation as the  Company is currently  operating.  However,  the
     Company has  an ongoing need  to finance its  lending activities.
     This need is expected to increase  as the volume of the Company's
     loan and lease originations increase.  The Company's primary cash
     requirements include the funding of  (i) loans and leases pending
     their  sale, (ii) fees  and expenses incurred  in connection with
     its  securitization   program,  (iii)   overcollateralization  or
     reserve  account requirements in connection with loans pooled and
     sold,  (iv)  interest,  fees, and  expenses  associated  with the
     Company's warehouse credit and repurchase facilities with certain
     financial  institutions,   (v)  federal  and   state  income  tax
     payments,  and (vi)  ongoing administrative  and other  operating
     expenses. To date,  the Company currently  has funded these  cash
     requirements by credit  facilities granted by Navistar  Financial
     Corporation, Banc One Leasing Corporation, GE Capital Corporation
     and  Fleet  Capital  Leasing  and  guaranteed  by  the  Company's
     affiliate,  Continental Express SD, Inc.  The Company anticipates
     that it will rely more heavily on securitizations, whole loan and
     lease sales, and borrowings as its cash requirements increase.

          The Company  has also offered  and sold its common  stock to
     fund its operations.  In April 1998, the Company issued 7,000,000
     shares of common stock for net proceeds of $70,000.

     Inflation

          The impact of  inflation is reflected in  the increased cost
     of the Company's  operating expenses, excluding depreciation  and
     interest  expense.   Changes  in interest  rates  have a  greater
     impact  on  the Company's  performance  than  do  the effects  of
     general  levels  of  inflation.   Inflation  affects  the Company
     primarily  through its effect  on interest rates,  since interest
     rates  normally increase  during periods  of  high inflation  and
     decrease during periods of low inflation.  The Company intends to
     manage  its exposure  to  inflationary  interest  rate  risks  by
     closely  monitoring   the  difference  or   spread   between  the
     effective rate of interest received  by the Company and the rates
     payable by the Company.


<PAGE>



     ITEM 8.  Financial Statements and Supplementary Data.


          The  financial  statements,  including  notes  thereto,  are
     attached in the Financial Statement  Schedules in Item 14 to this
     Annual Report on Form 10-K.

     ITEM  9.  Changes  In and  Disagreements  with  Accountants  on
               Accounting and Financial Disclosure.

          None.

                                 PART  III

     ITEM 10.  Directors and Executive Officers of the Registrant.

          The names  of the  directors and  executive officers  of the
     Company, as well as their  respective ages and positions with the
     Company, are as follows:

       Name                     Age        Position
       ----                     ---        --------

       Edward M. Harvey                  President and Chairman of the
                                         Board of Directors
       Todd W. Tiefel                    Secretary, Treasurer and Director
       John P. Flahavin                  Director
       Theodore C. Skokos                Director
       Michael Kelly Woodridge           Director


          Edward M. Harvey has been  the President and the Chairman of
     the Company's Board  of Directors since the  Company's inception.
     Prior  to founding the Company, Mr.  Harvey founded and continues
     to  own  and  serve  as  the  Chairman  of  the Board  of  Harvey
     Incorporated and several  affiliated companies, including  Harvey
     Industries, Inc.,  Harvey Manufacturing Corporation  and Advanced
     Sawmill Machinery, Inc.  (Manufacturing), Continental Express SD,
     Inc. (Trucking), Preston National Bank (Banking) and  Continental
     Lumber Company and Travis Lumber Company, Inc. (Timber).

          Todd W. Tiefel has served  as the Secretary, Treasurer and a
     Director of  the Company  since its inception,  and has  been the
     Chief Financial Officer of Harvey Incorporated since 1996.  Prior
     thereto and  since before  1996, Mr.  Tiefel served in  different
     capacities  with   Baird,  Kurtz  &   Dobson,  Certified   Public
     Accountants, most recently as Audit/Tax Supervisor. Mr. Tiefel is
     a Certified Public Accountant.

          John P.  Flahavin has  served as a  Director of  the Company
     since its inception.  Since 1973, Mr. Flahavin  has served as the
     President  of John Flahavin & Associates, an apparel manufacturer

<PAGE>


     and representative of designer manufacturers. In addition, during
     the  1992  to  1995  period,  Mr. Flahavin  also  served  as  the
     President  of  Teri  Jon  N.Y., a  dress  and  suit  manufacturer
     generating sales volume of approximately $21,000,000.

          Theodore C. Skokos  has served as a Director  of the Company
     since its inception.   Mr. Skokos is involved  with several other
     businesses,  principally in the telecommunications field, and has
     served  since   1991  as   the  President   of  Skokos   Cellular
     Communications of Arkansas,  Inc., as President of  New Hampshire
     One Cellular Telephone Company, Inc., and as President of Cardiac
     Concepts,  Inc., a  medical  device company.    In addition,  Mr.
     Skokos has been  a member of the  law firm of Skokos,  Bequette &
     Billingsley, P.A.,  since before 1996, and served  as that firm's
     President during 1993-1994.

          Michael Kelly Wooldridge  has served  as a  Director of  the
     Company  since  its inception.  Mr.  Wooldridge has served as the
     President of Gibraltar National Insurance Company since 1988.

     Section 16(a) Beneficial Ownership Reporting Obligations

          Under  the  federal  securities  laws, directors,  executive
     officers, and  persons holding  more than  10%  of the  Company's
     common stock  must report their  initial ownership of  the common
     stock and any changes in that ownership to the  SEC.  The SEC has
     designated  specific due dates for these  reports and the Company
     must identify those  persons who did not file  these reports when
     due.   Based  solely on  the Company's  review of  copies  of the
     reports filed  with the  SEC and  written representations  of the
     directors and executive  officers, the Company believes  that all
     persons subject  to reporting filed the required  reports on time
     in fiscal year 2000.

     ITEM 11.   Executive Compensation.

          None of the  Company's executive  officers were  compensated
     for their services in such capacities for the year ended December
     31, 2000.

     ITEM  12.   Security Ownership of  Certain Beneficial  Owners and
                 Management.

               The following  table sets  forth information  regarding
     the beneficial ownership of the  Company's Common Stock as of the
     date  hereof by (i)  each person known  by the Company  to be the
     beneficial owner of  more than five percent of  its Common Stock;
     (ii) each director; (iii) each  executive officer of the Company;
     and (iv) all directors and executive officers as a group.  Unless
     otherwise indicted, each  of the following stockholders  has sole
     voting   and  investment  power   with  respect  to   the  shares
     beneficially owned, except  to the extent that  such authority is
     shared by spouses under applicable law.

<PAGE>


                                Amount and
      Name and Address of       Nature of            Percentage of
      Beneficial Owner       Beneficial Ownership   Outstanding Shares
      -------------------    --------------------   ------------------

      Edward M. Harvey(1)(2)       4,855,200            73.01%

      Bonnie P. Harvey(1)(3)       4,855,200            73.01%

      Charles Harvey(1)(4)           350,000             5.26%

      Deborah Harvey(1)(5)           350,000             5.26%

      Jill Pryor(1)(6)               350,000             5.26%

      Darby Boyd(1)(7)               350,000             5.26%

      Mark Guffin(1)(8)              350,000             5.26%

      Diane Miller(1)(9)              44,800              *

      All executive officers       4,855,200            73.01%
      and directors as a
      group (5 persons)

     *    Denotes  less  than  one  percent  (1%)  of the  outstanding
     shares.

     (1)  CONX Capital  Corporation and  each of  such persons  may be
          reached at 502 North  Division Street, Carson City,  Nevada,
          89703, or 1406 Cantrell Road,  Little Rock, Arkansas, 72201.
     (2)  Includes  350,000  shares  held  in  the name of his spouse,
          Bonnie P. Harvey.  Edward M. Harvey  is the spouse of Bonnie
          P. Harvey and the  father  of  Charles  Harvey  and  Deborah
          Harvey,  and  the  stepfather of Jill Pryor, Darby Boyd, and
          Mark Guffin.  Mr. Harvey disclaims beneficial ownership over
          any of the shares held by all such persons.
     (3)  Includes 4,505,200  shares  held  in the name of her spouse,
          Edward M. Harvey.  Bonnie P. Harvey is the spouse of  Edward
          M. Harvey and the stepmother of Charles Harvey  and  Deborah
          Harvey,  and  the  mother  of  Jill Pryor,  Darby  Boyd  and
          Mark  Guffin.  Mrs. Harvey  disclaims  beneficial  ownership
          over any of the shares held by all such persons.
     (4)  Charles Harvey is the son of Edward M. Harvey.
     (5)  Deborah Harvey is the daughter of Edward M. Harvey.
     (6)  Jill Pryor is the daughter of Bonnie Harvey.
     (7)  Darby Boyd is the daughter of Bonnie Harvey.
     (8)  Mark Guffin is the son of Bonnie Harvey.
     (9)  Ms.  Miller's address  is 18  Masters Place  Cove, Maumelle,
          Arkansas, 72113.

     ITEM 13.  Certain Relationships and Related Transactions.

          The officers and directors are  required to devote only such
     time to  the Company's affairs as is  necessary for the effective
     conduct  of the  Company's business.   Each of  the directors and
     officers have,  and may continue to have, occupations and sources
     of income other than as a director or officer of the Company.

<PAGE>



          To  date, the Company's  lease income has  been derived from
     one  affiliated  company,  Continental  Express   SD,  Inc.,  and
     Continental Express SD, Inc. has guaranteed each of the Company's
     existing   credit  facilities   granted  by   Navistar  Financial
     Corporation, Banc One Leasing  Corporation, Fleet Capital Leasing
     and GE Capital Corporation.   Edward M. Harvey, the president and
     chairman of the Board of Directors of the Company, owns 67.75% of
     the issued and outstanding shares of common stock of the Company,
     and is the president and the controlling and majority shareholder
     of Continental Express SD, Inc.

          Except  as  set  forth  above,   there  have  not  been  any
     transactions  and currently there are no proposed transactions in
     which the amount involved exceeds $60,000 in which any  director,
     officer,  or 5%  shareholder is  involved during the  fiscal year
     ended December 31, 2000.

                                  PART  IV

     ITEM 14.   Exhibits, Financial Statements and Reports  on Form 8-
                K:

          (a)(1)    Financial  Statements  -  See  Index to  Financial
                    Statements  on Page F-1  of this Annual  Report on
                    Form 10-K.

          (a)(2)    Financial Statement Schedules included in Part  IV
                    of this Annual Report on Form 10-K.  All schedules
                    under  the accounting  regulations of the  SEC are
                    not required under the related instructions or are
                    inapplicable and thus, have been omitted.

          (a)(3)    See  Exhibits  below.

          (b)  No reports on Form 8-K were filed during the year ended
               December 31, 2000.

          (c)  Exhibits.
                 3.1*    Certificate of Incorporation  of CONX Capital
                         Corporation.
                 3.2*    Bylaws of CONX Capital Corporation.
                10.1*    CONX   Capital    Corporation   1998    Stock
                         Compensation Plan.
                         __________

                     *   Previously filed  as an  Exhibit to  the CONX
                         Capital Corporation  Form 10 filed  August 3,
                         2000 (File No. 0-31235).



<PAGE>



                                 SIGNATURES

          Pursuant to the  requirements of Section 13 or  15(d) 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.
                                   CONX Capital Corporation


                                   By:
                                        /s/ Edward M. Harvey
                                        --------------------------
                                        Edward M. Harvey, President

                                        Dated:    April 13, 2001



<PAGE>



          Pursuant  to the requirements of the Securities Exchange Act
     of  1934, this  report has  been  signed below  by the  following
     persons on behalf of the registrant and in the capacities and all
     the dates indicated.



                              /s/ Edward M. Harvey
                              --------------------------------------------
                              Name:  Edward M. Harvey
                              Capacity:   Chairman, Director and President
                              Dated:    April 13, 2001


                              /s/ Todd W. Tiefel
                              --------------------------------------------
                              Name:  Todd W. Tiefel
                              Capacity:  Secretary, Treasurer and Director
                              Dated:    April 13, 2001


                              /s/ John P. Flahavin
                              --------------------------------------------
                              Name:  John P. Flahavin
                              Capacity:  Director
                              Dated:    April 13, 2001

                              /s/ Theodore C. Skokos
                              --------------------------------------------
                              Name:  Theodore C. Skokos
                              Capacity:  Director
                              Dated:    April 13, 2001


                              /s/ Michael Kelly Wooldridge
                              --------------------------------------------
                              Name:  Michael Kelly Wooldridge
                              Capacity:  Director
                              Dated:    April 13, 2001



<PAGE>




                                 POWER OF ATTORNEY



           KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
    signature appears below appoints Todd W. Tiefel, his attorney-in-
    fact,  with  the  power  of  substitution, for him in any and all
    capacities,  to sign any and all amendments to this Annual Report
    on  Form  10-K  and  to  file the same, with exhibits thereto and
    other  documents  in  connection  therewith,  with the Securities
    and Exchange Commission, hereby ratifying and confirming all that
    said attorney-in-fact, or his substitute or substitues, may do or
    cause to be done by virtue hereof.














<PAGE>









                           CONX Capital Corporation

                 Accountants' Report and Financial Statements

                       December 31, 2000, 1999 and 1998































<PAGE>


















                               CONX CAPITAL CORPORATION


                           DECEMBER 31, 2000, 1999 and 1998


                                  TABLE OF CONTENTS
                                  -----------------

                                                                    Page
                                                                    ----

     INDEPENDENT ACCOUNTANTS' REPORT . . . . . . . . . . . . . . .   F-1


     FINANCIAL STATEMENTS
        Balance Sheets . . . . . . . . . . . . . . . . . . . . . .   F-2
        Statements of Income . . . . . . . . . . . . . . . . . . .   F-3
        Statements of Changes in Stockholders' Equity  . . . . . .   F-4
        Statements of Cash Flows . . . . . . . . . . . . . . . . .   F-5
        Notes to Financial Statements  . . . . . . . . . . . . . .   F-6


























<PAGE>















                         Independent Accountants' Report
                         -------------------------------



     Board of Directors
     CONX Capital Corporation
     Little Rock, Arkansas


        We have  audited  the accompanying  balance sheets  of CONX  CAPITAL
     CORPORATION  as  of  December  31,  2000 and  1999,  and  the  related
     statements of income, changes  in stockholders' equity and cash  flows
     for each of the years ended December 31, 2000 and 1999, and the period
     April 21, 1998 through December  31, 1998.  These financial statements
     are   the   responsibility   of  the   Company s   management.     Our
     responsibility  is to express an opinion on these financial statements
     based on our audits.

        We  conducted  our  audits  in  accordance  with  generally accepted
     auditing standards.  Those standards  require that we plan and perform
     the audit to obtain  reasonable assurance about whether the  financial
     statements  are free  of  material misstatement.    An audit  includes
     examining,  on  a  test basis,  evidence  supporting  the amounts  and
     disclosures  in the  financial  statements.   An  audit also  includes
     assessing  the accounting  principles used  and significant  estimates
     made by  management,  as  well as  evaluating  the  overall  financial
     statement  presentation.    We  believe  that  our  audits  provide  a
     reasonable basis for our opinion.

        In our opinion, the financial statements  referred to above  present
     fairly,  in all  material  respects, the  financial  position of  CONX
     CAPITAL CORPORATION as of December 31, 2000 and 1999, and  the results
     of its  operations and  its cash  flows for  each of  the years  ended
     December  31, 2000  and 1999,  and the  period April 21,  1998 through
     December  31, 1998, in  conformity with generally  accepted accounting
     principles.


     Baird, Kurtz and Dobson

     /s/ Baird, Kurtz and Dobson

     Little Rock, Arkansas
     February 22, 2001


<PAGE>

                            CONX CAPITAL CORPORATION

                                 BALANCE SHEETS

                           DECEMBER 31, 2000 and 1999


                                     ASSETS
                                     ------


                                                  2000        1999
                                                 ------      ------

     Cash                                    $    227,948  $    97,203

     Accounts receivable - affiliated company      97,478       37,006

     Note receivable - affiliated company         125,000      175,565

     Equipment, at cost, net of accumulated
     depreciation                              10,152,605    7,891,979
                                               ----------   ----------
                                             $ 10,603,031  $ 8,201,753
                                              ===========  ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

     LIABILITIES

       Accounts payable - affiliated
         company                             $             $   18,000
       Accrued expenses                           27,968       86,768
       Long-term debt                          9,031,653    7,435,985
       Deferred income taxes                     575,982      234,865
                                               ---------   ----------

          TOTAL LIABILITIES                    9,635,603    7,775,618
                                               ---------    ---------

     STOCKHOLDERS  EQUITY
      Common stock, $.01 par value,
        authorized and issued 7,000,000           70,000       70,000
      Retained earnings                          915,428      374,135
                                              ----------    ---------
                                                 985,428      444,135
<PAGE>


      Treasury stock, at cost,
        350,000 shares                           (18,000)     (18,000)
                                              -----------  ----------
                                                 967,428      426,135
                                              -----------  ----------
                                             $10,603,031  $ 8,201,753
                                              ==========   ==========

     See Notes to Financial Statements

                                       F-2
<PAGE>



                            CONX CAPITAL CORPORATION


                              STATEMENTS OF INCOME


                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
             AND THE PERIOD APRIL 21, 1998 THROUGH DECEMBER 31, 1998


                                       2000         1999         1998
                                       ----         ----         ----

     LEASE INCOME                 $ 4,326,287   $ 2,894,050   $  635,550
                                   ----------    ----------    ---------


     OPERATING EXPENSES

      Management fees                  60,000        60,000
      Depreciation                  2,585,711     1,662,136      408,196
      Professional fees                31,406         7,894       36,788
      Directors fees                   20,000        20,000       15,000
      Rent                              6,000         6,000
      Taxes and licenses               11,815         4,385
      Other                             1,962         1,387          102
      Interest expense                735,871       539,815      161,727
                                    ---------      --------    ---------
                                    3,452,765     2,301,617      621,813
                                    ---------     ---------      -------
 <PAGE>


     INCOME FROM OPERATIONS           873,522       592,433       13,737

     OTHER INCOME (EXPENSES)
      Interest income                   8,888         2,830
                                     --------     ---------     ---------
     INCOME BEFORE INCOME TAXES       882,410       595,263        13,737

     PROVISION FOR INCOME TAXES       341,117       229,645         5,220
                                    ---------     ---------     ---------
     NET INCOME                    $  541,293   $   365,618    $    8,517
                                    =========    ==========     =========
     EARNINGS PER SHARE
       Net income                   $ 541,293   $   365,618    $    8,517


       Weighted average shares
         of common stock            6,650,000     6,825,000     6,825,000


       Basic earnings per share    $   0.0814   $    0.0536    $   0.0012
                                    =========    ==========     =========


     See Notes to Financial Statements

                                         F-3


<PAGE>




                            CONX CAPITAL CORPORATION



                  STATEMENTS OF CHANGES IN STOCKHOLDERS  EQUITY

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
             AND THE PERIOD APRIL 21, 1998 THROUGH DECEMBER 31, 1998


                                 Common   Retained  Treasury
                                  Stock   Earnings   Stock     Total
                                 ------   --------   -----     -----


     BALANCE, APRIL 21, 1998    $         $         $         $


      Issuance of common stock    70,000                        70,000

      Net income                             8,517               8,517
                                 -------   -------    -------   ------

     BALANCE, DECEMBER 31, 1998   70,000     8,517              78,517

      Purchase of treasury
        stock                                         (18,000)  (18,000)


      Net income                           365,618              365,618
                                 -------  --------   --------  --------

     BALANCE, DECEMBER 31, 1999   70,000   374,135   (18,000)   426,135

      Net income                           541,293              541,293


     BALANCE, DECEMBER 31,
       2000                     $ 70,000 $ 915,428 $ (18,000) $ 967,428
                                 =======  ========  ========   ========


     See Notes to Financial Statements

                                       F-4

<PAGE>



                            CONX CAPITAL CORPORATION


                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
             AND THE PERIOD APRIL 21, 1998 THROUGH DECEMBER 31, 1998

                                       2000          1999         1998
                                       ----          ----         ----

     CASH FLOWS FROM OPERATING
      ACTIVITIES



       Net income                 $   541,293   $   365,618  $     8,517
       Items not requiring cash:
         Depreciation               2,585,711     1,662,136      408,196
         Deferred income taxes        341,117       229,645        5,220

       Changes in:
         Accounts receivable          (60,472)      (37,006)
         Accounts payable and
           accrued expenses           (76,800)       61,674       43,094
                                    ---------     ---------     --------
             Net cash provided by
               operating activites  3,330,849     2,282,067      465,027
                                    ---------     ---------     --------

     CASH FLOWS FROM INVESTING
      ACTIVITIES

       Purchase of property and
         equipment                 (4,846,336)   (4,951,308)  (5,011,033)
       Issuance of note receivable   (125,000)     (175,565)
       Collection of note
         receivable                   175,565
                                    ---------     ---------    ---------
           Net cash used in
            investing activities   (4,795,771)   (5,126,873)  (5,011,033)
                                   -----------   -----------  -----------

<PAGE>

     CASH FLOWS FROM FINANCING
      ACTIVITIES

       Purchase of treasury stock                   (18,000)
       Issuance of common stock                                  70,000
       Proceeds from issuance of
         long-term debt             4,846,336     4,951,308   5,011,033
       Payments on long-term
         debt                      (3,250,669)   (2,076,308)   (450,018)
                                   ----------    ----------   ---------
           Net cash provided by
             financing activities   1,595,667     2,857,000    4,631,015
                                   ----------     ---------    ---------

     NET INCREASE IN CASH             130,745        12,194       85,009


     CASH, BEGINNING OF PERIOD         97,203        85,009
                                    ---------     ---------    ---------

     CASH, END OF PERIOD           $  227,948   $    97,203  $    85,009
                                    =========    ==========   ==========


     See Notes to Financial Statements

                                       F-5

<PAGE>







                            CONX CAPITAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999




     NOTE 1:  NATURE OF  OPERATIONS AND  SUMMARY OF  SIGNIFICANT ACCOUNTING
              POLICIES


     Nature of Operations
     --------------------

        CONX Capital Corporation,  a Delaware  Corporation, is  a specialty
     commercial finance company engaged in the business  of originating and
     securing loans  and equipment  leases  to smaller  businesses, with  a
     primary initial focus on regional trucking companies.  The Company was
     organized in April 1998 with  its headquarters located in Carson City,
     Nevada.  The  Company originates  loans and  leases through  marketing
     offices located  in Carson City,  Nevada, and  Little Rock,  Arkansas.
     For the years  ended December 31, 2000  and 1999 and the  period ended
     December 31,  1998, all lease  income was derived from  one affiliated
     company.


     Revenue Recognition
     -------------------

        The Company recognizes operating lease income on the  straight-line
     basis over the life of the  operating leases.  These operating  leases
     contain provisions for service charges on late payments equal to 2% of
     the lease payment or, if less, the highest rate allowed by Nevada law.
     The  leases also contain excess mileage  charges in the amount of five
     cents per mile for miles in  excess of 150,000 miles determined on  an
     annual basis.  Initial direct costs are expensed over the life  of the
     corresponding lease in proportion to the recognition of lease income.

        At December 31,  2000, the approximate future minimum lease incomes
     under these operating leases are as follows:

           2000                                                $ 1,747,375
           2001                                                    455,000
                                                                 ---------
                                                               $ 2,202,375
                                                                ==========
<PAGE>

     Operating Leases
     ----------------


        The Company leases equipment under noncancellable operating leases.
     These  leases expire in  various years through  2001 and  convert to a
     month  to  month basis  if  the Company  does  not  receive notice  of
     termination.   These leases  require the lessee  to pay  all executory
     costs  (property taxes,  maintenance and  insurance).   Rental  income
     under these operating  leases was $4,326,287, $2,894,050  and $635,550
     for the years  ended December 31, 2000  and 1999 and the  period ended
     December 31, 1998, respectively.


                                       F-6



<PAGE>




                            CONX CAPITAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999




     NOTE 1:  NATURE OF  OPERATIONS AND  SUMMARY OF  SIGNIFICANT ACCOUNTING
              POLICIES (Continued)

        Equipment  under  operating  leases  consists of  the  following at
     December 31, 2000 and 1999:


                                                      2000          1999
                                                      ----          ----

       Tractors                                  $ 12,342,754   $ 7,496,417
       Trailers                                     2,465,895     2,465,894
                                                   ----------     ---------
                                                   14,808,649     9,962,311
       Less accumulated depreciation                4,656,044     2,070,332
                                                   ----------     ---------
                                                 $ 10,152,605   $ 7,891,979
                                                  ===========    ==========

     Use of Estimates
     ----------------

        The  preparation  of   financial  statements  in   conformity  with
     generally accepted accounting principles  requires management to  make
     estimates  and assumptions that affect the  reported amounts of assets
     and liabilities and disclosure of contingent assets and liabilities at
     the  date of  the financial  statements  and the  reported amounts  of
     revenues and  expenses during  the reporting  period.   Actual results
     could differ from those estimates.


     Equipment
     ---------

        Equipment is  depreciated over  the estimated  useful life  of each
     asset.   Annual  depreciation  is  computed  using  the  straight-line
     method.  Estimated useful lives are as follows:

         Tractors                                             5 years
         Trailers                                            10 years


<PAGE>

     Income Taxes
     ------------

        Deferred  tax liabilities and  assets are  recognized  for the  tax
     effects  of differences between the financial  statement and tax bases
     of assets  and liabilities.   A valuation allowance is  established to
     reduce  deferred  tax assets  if it  is  more likely  than not  that a
     deferred tax asset will not be realized.





                                       F-7

<PAGE>





                            CONX CAPITAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999




     NOTE 2:  LONG-TERM DEBT


                                                      2000        1999
                                                      ----        ----

        Notes payable - Navistar Financial
          Corporation (A)                       $ 6,334,717   $ 5,328,485
        Note payable - Banc One Leasing
          Corporation (B)                         1,058,067     1,517,368
        Note payable - Fleet Capital
          Leasing (C)                               452,776       590,132
        Note payable -  GE Capital                1,186,093
                                                  ---------    ----------

                                                $ 9,031,653  $  7,435,985
                                                 ==========   ===========



        Aggregate annual maturities of long-term debt at December 31, 2000:

        2001                                    $ 3,730,799
        2002                                      3,407,795
        2003                                      1,558,556
        2004                                        334,503
                                                 ----------

                                                $ 9,031,653
                                                 ==========

    (A)  Due in monthly installments through  2004  ranging from $2,253  to
         $53,693; including interest from  6.5% to 7.4%; secured by  trucks
         and trailers.   Notes  are guaranteed  by Continental  Express SD,
         Inc. (See Note 3)

<PAGE>


    (B)  Due  October 30, 2003; payable $14,892 monthly, including interest
         at   7.83%;   secured   by  trailers.    Note  is  guaranteed   by
         Continental Express SD, Inc. (See Note 3)


    (C)  Due January 28,  2003; payable $45,367 monthly, including interest
         at 6.5%; secured  by tractors  and trailers.   Note is  guaranteed
         by Continental Express SD, Inc. (See Note 3)


    (D)  Due January 12, 2004, payable $36,421 monthly,  including interest
         at  8.26%,   secured   by   tractors.    Note  is  guaranteed   by
         Continental Express SD, Inc.  (See Note 3)





                                      F-8


<PAGE>



                            CONX CAPITAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999




     NOTE 3:  RELATED PARTY TRANSACTIONS

        The Company leases all of its equipment to Continental Express  SD,
     Inc., an  affiliated  company, which  has  common ownership  with  the
     Company.    The  lessor  is   required  to  pay  all  executory  costs
     (maintenance  and insurance).   The  Company uses  the management  and
     office supplies of Harvey, Inc., an affiliated Company, which is owned
     by a stockholder.   The Company paid Harvey, Inc.  $60,000 during 2000
     and 1999 for management fees.

        At December 31, 1999, the Company had a receivable from Continental
     Express SD, Inc. in the amount of $175,565.  At December 31, 2000  the
     Company had a receivable from Harvey, Inc. in the amount of $125,000.

        At December  31, 2000, the approximate  future minimum lease income
     under these operating leases are as follows:

          2000                                                $ 1,747,375
          2001                                                    455,000
                                                               ----------
                                                              $ 2,202,375
                                                               ==========


     NOTE 4:  INCOME TAXES

        The provision for income taxes includes these components:

                                        2000         1999       1998
                                        ----         ----       ----

         Taxes currently payable     $           $           $
         Deferred income taxes         341,117     229,645      5,220
                                       -------     -------    -------
                                     $ 341,117   $ 229,645     $5,220
                                       =======     =======    =======



                                       F-9


<PAGE>


                            CONX CAPITAL CORPORATION


                          NOTES TO FINANCIAL STATEMENTS


                           DECEMBER 31, 2000 AND 1999




     NOTE 4:  INCOME TAXES (Continued)

        A reconciliation of income tax expense at  the statutory rate to the
     Company s actual income tax expense is shown below:

                                       2000       1999        1998
                                       ----       ----        ----

     Computed at the statutory
       rate (34%)                   $ 300,019    $ 202,389   $  4,670

      Increase resulting from:
        State income taxes - net
          of federal tax benefit       41,098       27,256        550
                                      -------      -------     ------

      Actual tax provision          $ 341,117    $ 229,645    $ 5,220
                                     ========     ========     ======

        The tax effects of temporary differences related  to deferred taxes
     shown on the balance sheets were:


                                       2000          1999         1998
                                       ----          ----         ----
     Deferred tax assets:

       Net operating loss
         carryforwards (expiring
           2020)                   $   438,189    $  276,864   $ 172,937


     Deferred tax liabilities:
       Accumulated depreciation     (1,014,171)     (511,729)   (178,157)
                                    ----------      --------    --------

     Net deferred tax liability    $  (575,982)   $ (234,865)   $  5,220
                                    ==========     =========     =======



                                       F-10

<PAGE>







                            CONX CAPITAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999




     NOTE 5:  EQUIPMENT

        Equipment consists of the following at December 31, 2000 and 1999:

                                                  2000          1999
                                                  ----          ----
        Tractors                             $ 12,342,754   $ 7,496,417
        Trailers                                2,465,895     2,465,894
                                               ----------     ---------
                                               14,808,649     9,962,311
        Less accumulated depreciation           4,656,044     2,070,332
                                               ----------     ---------

                                             $ 10,152,605   $ 7,891,979
                                              ===========   ===========


     NOTE 6:  ADDITIONAL CASH FLOW
        INFORMATION


                                       2000          1999         1998
                                       ----          ----         ----

      Interest paid                $  735,871     $  539,815   $  161,727
                                    =========      =========    =========






                                       F-11