FORM 10-KSB
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                     
(Mark One)

[X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

the fiscal year ended December 31, 1997

[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE  ACT OF 1934 [NO FEE REQUIRED

For the transition period from  _______________   to____________

Commission File Number:  0-8149


                  SOUTHWEST CAPITAL CORPORATION
         (Exact of small business issuer in its charter)


            New Mexico                       01-89156004
           ___________                       ____________
 (State or other jurisdiction of           (I.R.S. Employer
  incorporation  or organization)         identification no.)
  
  
1650 University Blvd., N.E., Suite 100,
     Albuquerque, New  Mexico                    87102
_______________________________________          _____ 
(Address of principal executive offices)       (Zip Code)

Issuer's telephone number, including area code: 505-243-4949

     Securities registered pursuant to Section 12(b) of the
                         Exchange Act:
                         
                         
                              None

     Securities  registered pursuant to Section 12(g) of the
                          Exchange Act:
                          
                          
                    $No Par Value Common Stock
                  _____________________________
                        (Title of Class)
                                
      Check whether the issuer (1) filed all reports required  to
be  filed  by section 13 or 15(d) of the Exchange Act during  the
past  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      .
______   ________

      Check  if  there is no disclosure of delinquent  filers  in
response to Item 405 of   Regulation   S-B   contained   in  this
form,   and   no  disclosure  will 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-KSB or any amendment to this Form 10-KSB.   X
                                                       ______

State issuer's revenues for its most recent fiscal year. $-0-

   State  the  aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at  which   the
stock  was  sold, or the average bid and asked  prices  of   such
stock,   as of a specified date within the past  60  days.   (See
definition  of  affiliate in Rule 12b-2  of  the  Exchange  Act).
$711,291 (based on an estimated market value of $1.00 per  share)
________

      State  the  number of shares outstanding  of  each  of  the
issuer's  classes of common equity, as of the latest  practicable
date:   $0.001 par value common stock, its  only class  of equity
securities, as of March 3, 1998: 1,568,791
                                __________


                             PART I

Item 1. Business.

Company's Historic Development.

      Southwest Capital Corporation (the "Company") was formed in
1964  under  the laws of the State of New Mexico as a small  loan
company.  During 1977, the Company quit the small  loan  business
and began purchasing contracts receivable secured by real estate.
In  January  of 1976, the Company formed a subsidiary corporation
under  the  laws  of  the State of New Mexico, Southwest  Capital
Investments, Inc., which, in April of 1976, was granted authority
to  participate  in  the  Small Business  Administration's  Small
Business  Investment  program. In January of  1980,  the  Company
acquired  a  California corporation which was in the business  of
making  small  loans  to  small  businesses.  Subsequently,  this
subsidiary  was consolidated with Southwest Capital  Investments,
Inc.  and  relocated  to  the  company's  corporate  offices   in
Albuquerque, New Mexico. Southwest Capital Investments, Inc.  was
managed  by  the  Company as a Small Business Investment  Company
through  the  date  of its disposal by the Company  as  discussed
below.

      In August of 1984, the Company purchased an office building
in Albuquerque, New Mexico and relocated its corporate offices to
that building. In January of 1988, it  sold  the office building,
but continued to  retain  its corporate offices  in  the building
until  July  of 1989.  The  Company currently  uses  office space
located  at  1650 University Blvd. N.E., Albuquerque,  New Mexico
87102, Suite 100.

      The  Company operated Southwest Capital Investments,  Inc.,
("SCII") as a small business investment company ("SBIC") licensed
with  the  Small Business Administration ("SBA") and the  Company
was  a  Business Development Company ("BDC") under the Investment
Company  Act  of 1940 (the "40 Act"). As an SBIC, SCII  purchased
equity securities, debentures and loans. SCII was generally  able
to borrow, or have guaranteed by the SBA, three times its private
capital.  However,  SCII's  income  and  assets  had  continually
declined  over the years and in April, 1989, it was  informed  by
the   SBA  that  its  capital  was  impaired.  Management   began
discussions  width the  SBA  looking toward  curing  its  capital
deficiency, but was unable to obtain additional capital  for  the
subsidiary, and its income and assets continued to decline during
the first half of 1989.

      Unable  to find additional capital for SCII, the  Company's
management  determined  that it would be in  the  Company's  best
interest  to divest itself of SC1I and to acquire a new business,
which  it  did  with  the acquisition of Beef Technologies,  Inc.
("BTI"),  on  the terms discussed below. Following the  Company's
decision to sell SCII, Martin J. Roe, the Company's President and
a  Director, offered to exchange 125,000 shares of Company common
stock  owned by him for all of the issued and outstanding  shares
of SC1I. That offer was accepted by the Company on July 13, 1989,
effective  June  30, 1989, and was completed on March  16,  1990,
following  approval by the SBA of the transfer of the license  to
Mr. Roe. In 1991 SCII surrendered its license to SBA and began  a
liquidation of its assets under the supervision of the SBA.

      Effective  June 30, 1989, the Company acquired all  of  the
issued  and  outstanding common stock of Beef Technologies,  Inc.
("BTI"), a New Mexico corporation. BTI was organized on  June  9,
1989, to exploit certain technology and business plans related to
the  production  and marketing of lean, low cholesterol  beef,  a
process developed by George W. Rhodes. The Company issued 800,000
of  its  common  shares for the BTI shares. As  a  part  of  that
transaction,  George  W.  Rhodes and  James  T.  McWilliams  were
appointed  to  the  Company's Board of Directors  and  Robert  J.
Reithel  and  Bernard S. Shapiro, who were Company  Directors  at
that  time,  resigned.  On July 13, 1989,  Valerie  G.  Wetherill
resigned as the Company's Vice- President and Secretary. On  July
17,  1989, Martin J. Roe resigned as the Company's Treasurer;  on
August  7, 1989, he resigned as the Company's President;  and  in
1990,  he resigned as Director. Mr. McWilliams  served as interim
President. Sara V. Rhodes, a Certified Public Accountant and  the
wife  of  George W. Rhodes, was elected by the Board of Directors
to the positions of Secretary and Treasurer.

      In April of 1991, the  Company decided to implement the BTI
technology in a small California pilot program.  Imperial Capital
Corporation, a finance corporation controlled by George  Feaster,
a  director of SWC's board, advanced the funds necessary to raise
94  head in Holtville and Imperial, California The concept was to
check  alfalfa and feedlot performance and subsequently test  the
market  for the products in the Southern California area  At  the
encouragement  of  a  potential client,  Mannings  Beef  Products
International ("Mannings") these animals were not implanted  with
steroids in order to render them acceptable to U. S. health  food
stores.  Unfortunately,  the  specific  health  food  store  that
Mannings   sold   beef   products  to  later   added   additional
specifications  which  could  not  be  met.  These   requirements
eliminated  them  as a potential buyer for this small  herd.  The
cattle gained only 2.02 pounds per day for the entire period This
disappointing  result was almost a full pound less  than  any  of
management's  previous  experiences  and  approximately  one-half
pound less than industry standards. The meat quality, as attested
by  Manning, was superb. The weight gain rate, however, was  less
than  expected. Management believed the weight performance was  a
function of not implanting the cattle, as is the normal practice.
The  results  created  costs per pound far  in  excess  of  those
experienced by BTI previously in its New Mexico market.

     The Company was unable to place any of the test program lean
beef  into  the  U. S. health food system at the customary  1,050
pound  slaughter weights. Therefore, the animals  were  taken  to
full  slaughter weight conditions. Forty head were  purchased  in
January,  1992 by Mannings for their Japanese affiliate. Mannings
is  owned by Zenchiku, Ltd. of Tokyo which exports U. S. beef  to
Japan. They prefered to purchase extra heavy animals (over  1,500
lbs.)  and  normally paid an $.11 per pound premium on the  hoof.
They  purchased forty 1,200 pound steers from the Company  for  a
trial  program including taste testing in Japan. On  February  6,
1992  Mannings  informed the Company that BTI  animals  were  the
"best ever slaughtered at their plant." Management, however,  was
unable to secure any significant purchase commitments during 1992
at  the  premiums necessary to assure profitable margins  to  the
Company.  Such  contracts were necessary to attract  new  capital
necessary  to  fund  a commercially scaled  beef  program.  As  a
result,  once  the  pilot  program  was  concluded,  efforts   by
management  to  further exploit the technology  were  limited  by
Company resources, and the project was terminated.

      On  March 23, 1995, George W. Rhodes, Chairman of the Board
and  James  T.  McWilliams, Director and Vice  President  of  the
Registrant, sold in a private transaction, 350,000 shares each of
the Registrants common shares to four individuals as disclosed on
Form  8-K/A,  dated  March  23,  1995,  incorporated  herein   by
reference.      At an annual meeting of the shareholders  of  the
Registrant, held on January 31, 1995, the following persons  were
elected  Directors  and subsequently appointed  Officers  of  the
Registrant:  Laurence S. Zipkin, President and  Director,  Nasser
Kazeminy,  Secretary/Treasure and Director and Alan  R.  Geiwitz,
Vice President and Director.  The current management has actively
solicited  and pursued investment possibilities in  the  form  of
acquisition  of  privately  held  business'.   To  date   several
companies have been analyzed as potential acquisition candidates,
however, as of this date, no firm agreement has been reached with
any of  the companies with  whom the Registrant  has  engaged  in
acquisition or merger discussions.

Item 2. Description of Properties.

      The  Registrant  utilizes office space at  1650  University
Blvd., N.E., Albuquerque, New Mexico 87102. The space utilized by
the Registrant is negigable and it pays no rent for its use.

Item 3. Legal Proceedings.

      Insofar as known to the Company's management, there are  no
legal  or  administrative  actions now  pending  or  contemplated
against the Company, its current or former management or  any  of
its subsidiary corporations.

Item 4. Submission of Matters to a Vote of Securities Holders.

      No  matters were submitted to a vote of shareholders during
the fourth quarter of the company's fiscal year.

PART II


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

The  Registrant's common stock has been listed in by the National
Daily  Quotation  Bureau, Inc. in its Pink  Sheets  and  the  OTC
Bulletin  Board  under the symbol "SWCC". The high  and  low  bid
prices  during  each  quarter of 1996 and  1997  are  as  follows
<TABLE>

     1996             high     low            1997           high     low
     ____             ____     ____           ____           ____     ____
  <S>              <C>        <C>            <S>            <C>     <C>
  
  first quarter    $ 1.50     $ 1.50         first quarter  $1.50   $1.375
  second quarter     1.50      1.375         second quarter  1.50    1.375
  third quarter      1.50      1.375         third quarter   1.50    1.375
  fourth quarter     1.50       1.50         fourth quarter  1.50    1.375

</TABLE>


There  were  approximately  900  holders  of the Company's common
stock   on  December  31, 1997. The Company has paid no dividends
on  its common stock for more than the past five years, including
the fiscal year ended December 31, 1997.

Item   4.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.

     The following paragraphs present Management's discussion and
analysis of the financial condition and results of operations  of
the Company at the present time.

Liquidity and Capital Resources

      Liquidity,  as  discussed herein, refers to  the  Company's
ability  to  generate adequate amounts of cash to meet  its  cash
needs.


      At  December  31, 1997, the Company had cash  and  interest
bearing  assets  of  $2,837  and  liabilities  of  $30,189  which
includes   loans   of  $24,000 made by  the  registrants  current
management.  At present, the Company has no employees and will be
wholly   dependent  on  the  personal  efforts  of  its appointed
officers  and  directors,  who  are engaged full  time  in  other
activities, endeavors and professions.

      The  Company is presently without significant income. Based
on  the present level of operations, management believes that the
Company  funds on hand and continued loan availability  from  its
management  are suffecant to maintain the Company  for  the  year
ended   December  1998.   Management   continues  to   seek   out
opportunities  to   improve  the  Company's  financial  position.
There  is  no  assurance  that  the  Company,  however,  will  be
successful  in raising new capital.

Results of Operations

      The  Company's  net  loss  of $13,299 for  1997  represents
interest,  and     general  and  administrative   costs  for  the
previous  twelve  months.   


      Interest  expense incurred in 1997 was $1,743  and  interest
expense incurred during 1996 was $1,076. General and administrative
expenses  increased from $8,329  incurred in 1996  to  $11,556  in
1997   which  increase was due primarily to  increased shareholder
expenses. General and Administrative costs are primarily  due   to
the  cost  of retaining an independent stock transfer company   to
transfer  the  stock  of the Company, the  retention  of   outside
accounting services and independent outside auditors as  well   as
costs associated with shareholder expense.

       The  Company's  net loss of $13,299 in  1997  represents  a
increase  of $3,894 from the $9,405  loss recorded in 1996.   This
increase   resulted  primarily from the increase   in  shareholder
expense   incurred during 1996.  The Registrant had  no  operating
income  in 1997 or 1996, while expenses were comprised of the cost  
of, general  and administrative expenses.

Item 7. Financial Statements.

      
        Report of Independent Certified Public Accountants


Stockholders
Southwest Capital Corporation

We  have  audited the accompanying consolidated balance  sheet  of
Southwest  Capital Corporation and Subsidiary, as of December  31,
1997,  and  the  related  consolidated statements  of  operations,
stockholders' deficit, and cash flows for each of the two years in
the  period  ended December 31, 1997.  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  consolidated  financial
position  of Southwest Capital Corporation and Subsidiary,  as  of
December   31,  1997,  and  the  consolidated  results  of   their
operations and their consolidated cash flows for each of  the  two
years  in  the  period ended December 31, 1997 in conformity  with
generally accepted accounting principles.





                                        GRANT THORNTON LLP

Oklahoma City, Oklahoma
February 20, 1998

            Southwest Capital Corporation and Subsidiary
                     CONSOLIDATED BALANCE SHEET

                          December 31, 1997


                   ASSETS

CURRENT ASSETS
  Cash                                               $        2,837
                                                            ======= 

       LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accounts payable                                       $     2,703
 Accrued liabilities                                          3,486
                                                             ------
         Total current liabilities                            6,189

NOTES PAYABLE TO RELATED PARTIES (note B)                    24,000

STOCKHOLDERS' DEFICIT
 Common stock - no par value; authorized, 10,000,000 shares;
   issued and outstanding, 1,568,791 shares               1,568,791
 Additional paid-in capital                               1,659,054
 Accumulated deficit                                     (3,255,197)
                                                        -----------
                                                            (27,352)
                                                        -----------
                                                        $     2,837
                                                        ===========

  The accompanying notes are an integral part of this statemment.



                    Southwest Capital Corporation 
                CONSOLIDATED STATEMENTS OF OPERATIONS

                       Year ended December 31,


                                                     1997         1996
                                                 ---------      --------
Expenses
  General and administrative                    $   11,556    $    8,329
  Interest                                           1,743         1,076
                                                 ---------      --------
          NET LOSS                              $   13,299    $    9,405
                                                 =========      ========
Net  loss per  common  share                    $     (.01)   $     (.01)
                                                 =========      ========
Weighted average common shares outstanding       1,568,791     1,568,791
                                                 =========     =========



The accompanying notes are an integral part of these statements.


                    Southwest Capital Corporation 
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

               Years ended December 31, 1997 and 1996

<TABLE>
 
                                                 Additional
                               Common stock        paid-in   Accumulated
                             ----------------
                           Shares      Amount      capital     deficit       Total           
                           ------      ------     ---------  -----------    --------
<S>         <C>           <C>         <C>         <C>         <C>           <C>

Balance at  12-1-1996     1,568,791   $1,568,791  $1,659,054  $(3,232,493)  $(4,648)

Net loss for 1996                 -            -           -       (9,405)   (9,405)
                         ----------   ----------  ----------  ------------  --------
Balance at 12-31-96       1,568,791    1,568,791   1,659,054   (3,241,898)  (14,053)

Net loss for 1997                 -            -           -      (13,299)  (13,299)
                         ----------   ----------  ----------  ------------  ---------        
Balance at 12-31-96       1,568,791   $1,568,791  $1,659,054  $(3,255,197) $(27,352)
                         ==========   ==========  ==========  ============ =========

</TABLE>
     The accompanying notes are an integral part of this statement.
                

                   Southwest Capital Corporation
                CONSOLIDATED STATEMENTS OF CASH FLOWS

                       Year ended December 31,


                                                              1997     1996
                                                          ---------   -------
Increase (Decrease) in Cash

Cash flows from operating activities
 Net loss                                                $ (13,299)  $ (9,405)
 Adjustments to reconcile net loss to net cash 
   used in operating activities
     Changes in operating assets and liabilities
        Increase in accounts payable and accrued 
         liabilities                                         2,932      1,359
                                                           -------     ------
         Net cash used in operating activities             (10,367)    (8,046)

Cash flows from financing activities
 Proceeds from notes payable                                 8,000      6,000
                                                           -------     ------
         NET DECREASE IN CASH                               (2,367)    (2,046)

Cash at beginning of year                                    5,204      7,250
                                                           -------     ------
Cash at end of year                                       $  2,837   $  5,204
                                                           =======    =======

  The accompanying notes are an integral part of these statements.




                   Southwest Capital Corporation
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     December 31, 1997 and 1996


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

 Southwest   Capital  Corporation  (the  "Company"),  a  New   Mexico
 corporation,  acts primarily as a holding company  and  has  had  no
 business   operations  since  1992.   At  December  31,  1997,   the
 Company's  activities  generally  consist  of  paying  general   and
 administrative  costs of the Company.  At present, the  Company  has
 no  employees and is wholly dependent on the personal efforts of its
 officers   and  directors,  who  are  engaged  full-time  in   other
 activities, endeavors, and professions.

 A  summary  of  the  significant  accounting  policies  consistently
 applied   in   the  preparation  of  the  accompanying  consolidated
 financial statements follows.

 1.  Principles of Consolidation

 The  consolidated financial statements include the accounts  of  the
 Company    and   its   wholly-owned   inactive   subsidiary,    Beef
 Technologies,  Inc.  All significant intercompany  transactions  and
 balances have been eliminated.

 2.  Loss Per Share

 Basic  loss  per share has been computed using the weighted  average
 number  of  common shares outstanding during each  period.   Diluted
 loss  per  share  is  the same as basic loss per share  because  the
 Company has only common stock outstanding.

 3. 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 amounts reported  in
 the   financial  statements  and  accompanying  notes;  accordingly,
 actual results could differ from those estimates.

NOTE B - NOTES PAYABLE TO RELATED PARTIES

 Notes   payable   to   related  parties   are   comprised   of   two
 uncollateralized notes (at $16,000 and $8,000) bearing  interest  at
 10%,  due  to  two  individuals  who are  officers,  directors,  and
 stockholders.   The notes have no specified payment  terms  but  are
 not callable until after December 31, 1998.

NOTE C - INCOME TAXES

 Income   taxes  are  accounted  for  under  Statement  of  Financial
 Accounting Standards No. 109 ("SFAS"), Accounting for Income  Taxes.
 Under this method, deferred income taxes are recognized for the  tax
 consequences   of  temporary  differences  between   the   financial
 statement carrying amounts and the tax bases of existing assets  and
 liabilities using the presently enacted tax rates.

 The  Company files a consolidated income tax return.  Net  operating
 losses,  subject  to  certain limitations, are available  to  offset
 future taxable income and income taxes payable, if any. At  December 
 31, 1997, the Company's consolidated net operating loss carryforwards   
 were  approximately  $335,000  for   tax   reporting purposes. These 
 carryforwards, if  not utilized, will expire  in    the  years  2000  
 through 2012.  At December 31, 1997,  the  Company had deferred  tax 
 assets related to net operating loss carryforwards  of approximately   
 $130,000.  The deferred tax  assets have been completely  eliminated 
 through  a   valuation   allowance  as the Company cannot  currently 
 conclude that it is more likely than not that  the  benefit  will be 
 realized.  The valuation allowance for  tax assets increased  $5,000 
 during both of the years ended December  31,  1997 and 1996.

NOTE D - FINANCIAL INSTRUMENTS

 The   following   table  includes  various  estimated   fair   value
 information  as of December 31, 1997 as required by  SFAS  No.  107,
 Disclosures  about  Fair  Value  of  Financial  Instruments.    Such
 information,  which pertains to the Company's financial instruments,
 is  based on the requirements set forth in SFAS No. 107 and does not
 purport  to  represent the aggregate net fair value of the  Company.
 The  carrying  amounts in the table below are the amounts  at  which
 the   financial   instruments  are  reported  in  the   consolidated
 financial statements.

 All  of  the  Company's financial instruments are held for  purposes
 other than trading.

 The  following  methods and assumptions were used  to  estimate  the
 fair  value of each class of financial instruments for which  it  is
 practicable to estimate that value:

 1.  Cash

 The  carrying  amount approximates fair value because of  the  short
 maturity and highly liquid nature of those instruments.

 2.  Notes Payable

 These amounts have no fixed maturities and it is not practicable  to
 estimate fair value.

 The  carrying  amounts and estimated fair values  of  the  Company's
 financial instruments, as of December 31, 1997, are as follows:

                                                 Carrying   Estimated
                                                  amount    fair value
                                                 --------   ----------
   Financial assets
     Cash                                        $  2,837   $  2,837
   Financial liabilities
     Notes payable for which it is not 
       practicable to
        estimate fair value                       (24,000)       -





                             SIGNATURE
     In   accordance  with   Section   13  or  l5(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.


SOUTHWEST CAPITAL CORPORATION

    s/Laurence S. Zipkin
By: _______________________________             March 28, 1998
Laurence S. Zipkin,
President and Chief Executive Officer

Dated: March  28, 1998

In  accordance  with  the  Exchange  Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dated indicated,  thereunto duly
authorized.

SOUTHWEST CAPITAL CORPORATION

     s/Laurence S. Zipkin
By: _______________________________            March 28, 1998
     Laurence S. Zipkin, Director



     s/Nasser J. Kazeminey
By: ________________________________           March 28, 1998
     Nasser J. Kazeminey, Secretary/Treasurer
     Director


     s/Alan R. Geiwtz
 By: _______________________________           March 28, 1998
      Alan R. Geiwtz, Vice President
      Chief Financial Officer and Director