Form 10-QSB - Page-
                           FORM 10-QSB
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549
                                
(Mark One)
   [X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
                                
              For the Quarter Ended March 31, 1998
                               OR
   [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
   THE
       SECURITIES EXCHANGE ACT OF 1934
                                
                 COMMISSION FILE NUMBER 0-14724
                                
                        ARNOX CORPORATION
       (Exact name of Issuer as specified in its charter)
           Delaware                                  59-3453156
(other jurisdiction of                               (I.R.S.
Employer
incorporation or organization)
Identification No.)
                                
                     1612 N. Osceola Avenue
                    Clearwater, Florida 33755
                 (Address of principal offices)
                         (813) 443-3434
        (Issuer's telephone number, including area code)
                                
    Indicate  by check mark whether the Issuer (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 Issuer was required to file
such   reports)  and  (2)  has  been  subject  to   such   filing
requirements for the past 90 days.
                                              Yes  [X]  No  [   ]

    State  the  number  of  shares outstanding  of  each  of  the
issuer's  classes  of common stock, as of the latest  practicable
dates.
                                
     Title of Each Class           Outstanding at March 31, 1998
                                
Common Stock, $0.001 Par Value            3,439,247 Shares
                                 subject to 11.4642 reverse split,
                               approved by stockholders July 7, 1997


                        TABLE OF CONTENTS
                                
                                
                                

PART I FINANCIAL INFORMATION                                 PAGE
ITEM 1 Financial Statements
       Consolidated Balance Sheets as of March 31, 1998
        and March 31, 1997                                   3
       Consolidated Statements of Income for the Three Month
        Periods Ended March 31, 1998 and March 31, 1997.     4
       Consolidated Statements of Cash Flow for the Three Month
        Periods Ended March 31, 1998 and March 31, 1997.     5
       Notes to Financial Statements                         6
ITEM 2 Management's Discussion and Analysis of
       Financial Condition and Results of Operations         7

PART II                                               OTHER INFORMATION
9
       SIGNATURES                                            9
                        ARNOX CORPORATION
                    (a Dormant State Company)
                   Consolidated Balance Sheet
                March 31, 1998 and March 31, 1997
                           (unaudited)
                                03/31/98   12/31/97
 Assets


Organization Cost             $    0      $   0

 Total Assets                      0          0

Liabilities and Shareholder's Equity

Stockholders' Equity

Common Stock par value at $.001 per share
10,000,000 shares authorized,
 3,439,247.00 shares issued and outstanding      0  0
Additional Paid in Capital       26,409       8,815
Retained  Earnings (Deficit)    (26,409)      (8,815)
                                ______
_______


Total Shareholders' Equity         0          0
                                     ______
_____

Total Liabilities and Shareholders Equity     $      0  $  0
                              =========   ========






         See accompanying notes to financial statements

                        ARNOX CORPORATION
                    (a Dormant State Company)
             Consolidated  Statements of Operations
     for the years ending March 31, 1998 and March 31, 1997
                           (unaudited)


                                1998          1997*
                              03-31-97       03-31-96
                              _______        ________

Revenues                      $    0         $   0

Expenses
Administrative Expenses       $  4,570         2,000

Filing Fees                   $    0         $   0

Net Income/Loss for the year  $(4,570)         (2,000)
                              =========      ========


         See accompanying notes to financial statements
                                
                                

                        ARNOX CORPORATION
                    (a Dormant State Company)
             Consolidated Statements of  Cash Flows
         for three months ended March 31, 1998 and  1997
                           (unaudited)
                                
                                
                              For Three Months Ended
                                03-31-98                   03-
31-97

Cash Flows from Operating Activities
 Net Income                       $ 0               0

Net Cash Provided (used) /
By Operating Activities        (4,570)               (2,000)


Expenses Paid by Capston         4,570               2,000

Net Increase (Decrease) in Cash    0               0
Cash at Beginning of Period        0               0

Cash at End of Period         $    0              $  0
                              ========            ====
                                
                                

                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
         See accompanying notes to financial statements
                                
                        ARNOX CORPORATION
                    (A Dormant State Company)
                                
                         March 31, 1998

Note 1. HISTORY OF THE COMPANY

ARNOX   Corporation, (A Dormant State Company), was  incorporated
on  October  17, 1983, under the laws of the State  of  Delaware.
The  Company conducted an initial public offering of  its  Common
Stock  in October, 1985 and in connection with an application  to
list  its  Common  Stock on the NASDAQ system, the  Company  also
registered  its  Common Stock pursuant to Section  12(g)  of  the
Securities  Exchange  Act of 1934.  The  Company's  Common  Stock
remained listed on the NASDAQ system until April 25, 1989.

On   September 11, 1989, the  Company filed a voluntary  petition
under  Chapter 11 of the Bankruptcy ACT (Case  No.  89-97155)  in
the  U.S.  Bankruptcy Court for the District of New Jersey.    On
December  18,  1989,  the Company's case  under  Chapter  11  was
voluntarily  converted  into  a  case  under  Chapter  7  of  the
Bankruptcy Act.  As a result of the voluntary conversion  of  the
Company's  bankruptcy  case,  all  assets  of  the  Company  were
transferred  to the Trustee in Bankruptcy on the conversion  date
and the Company ceased all operations.  Subsequently, the Trustee
in Bankruptcy effected an orderly liquidation of corporate assets
and  used the proceeds to repay the Company's creditors.  On July
12,  1994  the  Company's case under Chapter 7 was closed  by  an
order  of the Court and the Trustee in Bankruptcy was discharged.
As  a  result  of  the  Bankruptcy, the Company  has  no  assets,
liabilities, management or ongoing operations and has not engaged
in any business activities since December 18, 1989.

Note 2. RESTORATION OF CORPORATE STATUS

On  June  10, 1996, acting in its capacity as the holder  of  884
shares (0.026%)  of the Company's common stock, and without first
receiving  the consent, approval or authorization  of  any  other
person  associated  with  the Company,  Capston  Network  Company
effected  a  renewal, revival and restoration  of  the  Company's
certificate  of  incorporation pursurant to Section  312  of  the
General Corporation Law of Delaware.  Thereafter, Capston filed a
10-K  for  the years ending December 31, 1989-1995, and  a  Proxy
Statement seeking approval and ratification of its actions, along
with  authorization  to  seek  a  suitable  business  combination
transaction.  This proxy statement was ultimately distributed  to
the   Company's  stockholders  and  the  proposals  therein  were
approved by the holders of a majority of the Company's issued and
outstanding shares.

Under  the  terms  of the original Proxy Statement,  Capston  was
authorized to seek a suitable business combination transaction on
behalf  of  the Company and to submit the terms of  any  proposed
business  combination  transaction to the Company's  stockholders
for their approval.  Capston did not receive and was not entitled
to receive any equity interest in the Company as a result of it's
actions  prior  to  the  date of the Proxy Statement.   Moreover,
Capston  was  not  entitled  to reimbursement  for  any  expenses
incurred  by  it  on behalf of the Company except to  the  extent
that the terms of a business combination transaction provided for
the reimbursement of such expenses. However, because Sally Fonner
is  both  the  President  of  ARNOX  and   Capston,  prior  Staff
Accounting  Bulletins require under generally accepted accounting
the  treatment of debiting the expenses with corresponding credit
to  paid-in capital.  Future expenses of Capston or others   will
be  treated this way. These expenses are actual cash expenditures
and  do  not  reflect any costs associated with the operation  of
Capston nor any personnel time or cost.

Note 3. FUTURE EXPENSES

Capston  will continue to extend administrative expenses to  keep
ARNOX  current  with  its  reporting  requirements,  keeping  the
Corporation in good standing, any required proxy solicitation  or
acquisition efforts.  These amounts should not exceed $50,000  in
out-of-pockets costs.  In addition, as approved, and as a  result
of  a  suitable acquisition, additional fees paid for by issuance
of  equity position  would be for: (i) Capston of 300,000 shares,
(ii)up  to 11,500,000 shares for  an acquisition(s) and (iii)  up
to 5% of the acquisition for a finder's fee .


Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations.


Financial Condition

    As  a  result  of  its 1989 Bankruptcy, the  Company  has  no
assets, liabilities, or ongoing operations and has not engaged in
any business activities since September 1989. The Company had  no
operations  during  the  year ended  December  31,  1996  and  no
material  assets  or  liabilities as of December  31,  1996.  The
reported  loss  from  operations in  1996  resulted  solely  from
expenses  incurred  by  Capston  on  behalf  of  the  Company  in
connection  with  the  restoration  of  the  Company's  corporate
charter  and  the  preparation  and  filing  of  certain  reports
required  under the Securities Exchange Act of 1934.  It  is  the
intention of management to seek stockholder approval of a Revised
Plan  whereby the Company will be restructured as a "clean public
shell"  for  the  purpose  of effecting  a  business  combination
transaction with a suitable privately-held company that has  both
business history and operating assets, although there can  be  no
assurance  that management will be successful in its effforts  to
negotiate such a transaction.

Potential Acquisition

    The  Company  has  been actively seeking  an  acquisition  of
assets, property or business that may benefit the Company and its
stockholders.     Registrant  has  reached  a  preliminary   oral
understanding    (the   "Understanding")    to    acquire    (the
"Acquisition")  three privately-held companies (the  "Companies")
which  provide wireless telecommunications and ancillary  support
services.  In the Acquisition, Registrant will issue a  total  of
11,500,000 shares of its common stock in exchange for all of  the
Companies'  outstanding  capital  stock,  thereby  resulting   in
control  of  Registrant  by  the  Companies'  shareholders.   The
Acquisition is contingent upon Registrant's acceptance of:
    1. the valuation of the Companies' business plans;
 2.  financial  statements and other documentation acceptable  to
   Registrant.

The  Companies have engaged an independent third party to perform
a  valuation study of the Companies and their business plans, and
are  preparing  audited financial statements.  This Understanding
will   be  embodied  in  a  definitive  reorganization  agreement
containing  the  foregoing  terms  and  conditions,  as  well  as
customary representations, warranties and conditions.  Registrant
and  the  Companies hope to complete the Acquisition  during  the
second quarter of 1998.


Results of Operations

    For  the  past one and three quarter half years, the  Company
has  been actively seeking an acquisition of assets, property  or
business that may benefit the Company and its stockholders. While
these   efforts   have  not  resulted  in  a  suitable   business
combination  transaction, the Company's  experience  during  this
period  confirms  that  demand for well structured  clean  public
shells  is  strong. Over the last eight months, the  Company  has
been  evaluated by a number of potential acquisition  candidates.
In   each  case,  however,  the  Company  has  been  rejected  as
unsuitable  because (1) the Capital structure of the Company  was
not  suitable,  (2) Capston lacked the authority to  negotiate  a
binding  transaction  for  the  Company,  and  (3)  any  proposed
business combination would entail the cost and delay of preparing
a  business combination proxy statement and holding an additional
stockholders meeting with no assurance that the proposed business
combination would be approved by the stockholders. Therefore,  it
became clear that Capston needed to propose a revised plan to the
stockholders. Management intends to seek stockholder approval  of
the  Revised  Plan  described elsewhere herein  at  the  earliest
practicable date.

Plan of Operation.

    The Company has not engaged in any material operations or had
any  revenues  from  operations during the two preceeding  years.
The Company's plan of operation for the next twelve months is  to
continue  to seek the acquisition of assets, property or business
that  may benefit the Company and its stockholders.  Because  the
Company  has no resources, management anticipates that to achieve
any  such  acquisition, the Company will  be  required  to  issue
shares  of  its common stock as the sole consideration  for  such
acquisition.

    During the next twelve months, the Company's only foreseeable
cash  requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing  or
investigating   any   potential  business  venture,   which   are
anticipated  to be advanced by Capston as loans to  the  Company.
Because the Company has not identified any such venture as of the
date  of this Registration Statement, it is impossible to predict
the  amount  of any such loans.  However, any loans from  Capston
will  be on terms no less favorable to the Company than would  be
available   from   a  commercial  lender  in  an   arm's   length
transaction.  As of the date of this Annual Report on Form  10-K,
the Company has not begun seeking any acquisition.

    Capston  will continue to extend administrative  expenses  to
keep  ARNOX current with its reporting requirements, keeping  the
Corporation in good standing, any required proxy solicitation  or
acquistion  efforts. Management anticipates  that  Capston,  will
advance   minor   administrative  expenses  up  to  approximately
$5,000.*These amounts should not exceed $50,000 in out-of-pockets
costs.    In  addition, if approved, additional costs  associated
with  a  business  combination paid for  by  issuance  of  equity
position  would be for: (i) Capston of 300,000 shares, (ii)up  to
11,500,000 shares for  an acquisition(s) and (iii) up to  5%   of
the  acquisition for a finder's fee. In the event that additional
funding is required in order to keep the Company in good standing
and/or   to  review  or  investigate  any  potential  merger   or
acquisition  candidate, the Company may  attempt  to  raise  such
funding  through  a  private placement of  its  common  stock  to
accredited investors.

    At the present time, management has no plans to offer or sell
any  securities  of the Company.  However, at such  time  as  the
Company  may decide to engage in such activities, management  may
use  any  legal means of conducting such offer or sale, including
registration  with the appropriate federal and  state  regulatory
agencies and any registration exemptions that may be available to
the Company under applicable federal and state laws.

    Because  the Company is not currently making any offering  of
its  securities, and does not anticipate making any such offering
in  the foreseeable future, management does not believe that Rule
419  promulgated by the Securities and Exchange Commission  under
the  Securities Act of 1933, as amended, concerning offerings  by
blank check companies, will have any effect on the Company or any
activities in which it may engage in the foreseeable future.


PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

       NONE

ITEM 2.CHANGES IN SECURITIES
       AS OF SEPTEMBER  25, 1997, LUMIERE SECURITIES RECEIVED
       CLEARANCE TO MAKE A MARKET IN ARNOX UNDER THE TRADING
       SYMBOL ARXC.

ITEM 3.DEFAULTS ON SENIOR SECURITIES
       NONE

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    On  June 13, 1997, the Registrant sent to its stockholders  a
Notice of Special Meeting and Proxy Statement  which described  a
number of proposals relating to a plan of reorganization proposed
by  Capston  Network  Company ("Capston"), a stockholder  of  the
Company.  Subsequently, on July 7, 1997, a Special meeting of the
Stockholders was held and all of the proposals were approved by a
majority  vote  of  the  Stockholders.  The  principal  proposals
approved by the stockholders were:

1.  To elect a person designated by Capston to serve as the  sole
member of the Board of Directors until the next annual Meeting of
stockholders, or until her successor is elected and qualified;

2.  To  consider  and  vote  upon a proposed   Amendment  to  the
Company's Certificate of Incorporation that will effect a reverse
split of all issued and outstanding shares of Common Stock in the
ratio  of  one  (1)  share of new Common Stock for  each  11.4642
shares  presently outstanding so that immediately thereafter  the
Company   will  have  a  total  of  300,000  shares  issued   and
outstanding;

3.  To  consider and vote upon a proposal to issue 300,000 shares
of  Common Stock to persons designated by Capston as compensation
for  services  rendered in connection with the implementation  of
the Revised Plan;

4.  To  consider  and vote upon a proposal which  will  give  the
Board  of Directors authority to pay an in-kind Finder's  Fee  to
unrelated  third  party finders who introduce the  Company  to  a
suitable acquisition prospect.

5.  To consider and vote upon a proposal that will give the Board
of  Directors discretionary authority to (i) change the Company's
name  and  (ii) issue up to 11,500,000 shares of Common Stock  to
unrelated  third parties, all without prior stockholder approval,
in connection with a business combination transaction of the type
contemplated by the Revised Plan; and

6.  To  consider  and  vote  upon a  proposed  Amendment  to  the
Company's  Certificate of Incorporation that  will  increase  the
authorized capital stock of the Company to 25,000,000  shares  of
$0.01  par  value Common Stock and 5,000,000 shares of $0.01  par
value Preferred Stock.

ITEM 5.OTHER INFORMATION
       NONE

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
       A. Exhibits   None
       B. Reports on Form 8-K      None
       
                                
                                
                           SIGNATURES
    Pursuant  to the requirements of the Securities and  Exchange
Act  of  1934, the Registrant has duly caused this report  to  be
signed   on   its  behalf  by  the  undersigned  thereunto   duly
authorized.

                                   ARNOX Corporation
                                   
                                      /S/

                                   Sally A. Fonner
                                   Chief Executive Officer
                                   Dated: March 31, 1998
                                   
                                      /S/

                                   Sally A. Fonner
                                   Chief Financial Officer
                                   Dated: March 31, 1998