SECURITIES & EXCHANGE COMMISSION
                          Washington, D.C. 20549

                            FORM 1O-QSB

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended June 30, 1998.
                                or
( )  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from ____________ to ____________

                    Commission File No.0-24029

                 UNITED VENTURE CAPITAL FUND, INC.
 (Exact Name of Small Business Issuer as specified in its charter)

             COLORADO                                 84-1454125

          (State or other               (IRS Employer File Number)
          jurisdiction of
          incorporation)

          6000 E. Evans, Suite 1-022
          DENVER, COLORADO                      80222
          (Address of principal executive offices)      (zip code)

                         (303) 759-3053
       (Registrant's telephone number, including area code)

 Securities to be Registered Pursuant to Section 12(b) of the Act:

                               None

 Securities to be Registered Pursuant to Section 12(g) of the Act:

             Common Stock, $0.0001 per share par value

Indicate by check mark whether the Registrant (1) had 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

The number of shares outstanding of Registrant's common stock, par value $
 .0001 per share, as of March 31, 1998 were 10,381,000 common shares.
<PAGE>
                  PART 1 - FINANCIAL INFORMATION

ITEM I.   Financial Statements
          See attached financial statements

ITEM 2.   Managements  Discussion  and  Analysis of Financial Condition and
          Results of Operations

Results of Operations

     The  Company  has  generated no revenues  from  its  operations  since
inception. Since the Company  has not generated revenues and has never been
in a profitable position, it operates  with minimal overhead. The Company's
primary activity will be to seek an acquisition candidate. As of the end of
the reporting period, the Company has concluded  no  acquisitions  and  has
spoken  with  no  potential  candidates. The attempt to seek an acquisition
candidate  or  candidates  will be  the  primary  focus  of  the  Company's
activities in the coming fiscal year.

Liquidity and Capital Resources

     As of the end of the reporting period, the Company had no cash or cash
equivalents.  There was no significant  change  in  working  capital during
this fiscal year.

     Management  feels that the Company has inadequate working  capital  to
pursue  any  business  opportunities  other  than  seeking  an  acquisition
candidate. The  Company will have minimal capital requirements prior to the
consummation of any  acquisition  but  can pursue an acquisition candidate.
Until  a  suitable  candidate  is identified,  Mr.  Stephan  R.  Levy  will
personally provide the necessary  funds  for  the operation of the Company,
which are expected to be minimal. There is no specific  arrangement for Mr.
Levy to advance funds. Each situation will be handled as  needed.  Further,
there are no plans to reimburse Mr. Levy for any advances. The Company does
not intend to pay dividends in the foreseeable future.


                    PART II- OTHER INFORMATION

ITEM 1.   Legal Proceedings

     No  legal proceedings of a material nature to which the Company  is  a
party were pending during the reporting period, and the Company knows of no
legal proceedings  of  a material nature pending or threatened or judgments
entered against any director  or  officer of the Company in his capacity as
such.

ITEM 2.   Changes in Securities. None.

ITEM 3.   Defaults upon Senior Securities.  None.
<PAGE>


ITEM 4.   Submission of Matters to a Vote of Security Holders.  None

ITEM 5.   Other Information. None.

ITEM 6.   Exhibits and Reports on Form 8-K.

No exhibits as set forth in Regulation S-K are considered necessary in this
lO-QSB filing. No reports  on Form  8-K  were  filed  as of the most recent
fiscal quarter.
<PAGE>
                            SIGNATURES

In accordance with Section 12 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.


                                   UNITED VENTURE CAPITAL, INC.




Dated:9/20/98                      By.    ///JUDITH F. HARAYDA///
                                         Judith F. Harayda
                                         President


     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 on the dates indicated.


                                   CHIEF FINANCIAL AND ACCOUNTING
                                             OFFICER



Dated:9/20/98                      By:      ///STEPHAN R. LEVY///
                                           Stephan R. Levy
                                           Treasurer


<PAGE>
         UNITED VENTURE CAPITAL FUND, INC.
           (A Development Stage Company)










           FORM 10-QSB QUARTERLY REPORT

                   JUNE 30, 1998


































<PAGE>
              Janet Loss, C.P.A, P.C.
            Certified Public Accountant
        3525 South Tamarac Drive, Suite 120
              Denver, Colorado  80237

         UNITED VENTURE CAPITAL FUND, INC.
           (A Development Stage Company)

       INDEX TO FORM 10-QSB QUARTERLY REPORT


                 TABLE OF CONTENTS

   PART I - FINANCIAL STATEMENTS

ITEM                                             PAGE

Condensed Balance Sheets as of
  June 30, 1998 and March 31, 1998    .........1

Condensed Statements of Operations
  for the three months ended
  June 30, 1998 and 1997.......................2

Statement of Stockholders' Equity (Deficit)
  for the three months ended
  June 30, 1998 ...............................3

Condensed Statements of Cash Flows
  for the three months ended
  June 30, 1998 and 1997.......................4

Notes to Condensed Financial Statements........5

Item 2 - Management's Discussion and
  Analysis or Plan of Operation................6

   Part II - Other Information

Exhibits and Reports on Form 8-K

   (A)  Exhibits - None

   (B)  Reports on Form 8-K
<PAGE>
<TABLE>
<CAPTION>
         UNITED VENTURE CAPITAL FUND, INC.
           (A Development Stage Company)

             CONDENSED BALANCE SHEETS
                   June 30, 1998

                         June 30,
                          1998        March 31,
                       (UNAUDITED)      1998

<S>                     <C>            <C>
                      ASSETS
CURRENT ASSETS:

  Cash in Checking       $16,436        $22,500

OTHER ASSETS:

  Organization Costs,
    Net of amortization      392            417
  Deferred Offering
    Costs                  3,537              0

TOTAL OTHER ASSETS         3,929            417

TOTAL ASSETS             $20,365        $22,917
<PAGE>
       LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:      $    -          $   -

STOCKHOLDERS' EQUITY:

  Preferred stock,
    10,000,000 shares
    authorized, $.0001
    par value per share,
    none issued                -              -

  Common stock,
    100,000,000 shares
    authorized, $.0001
    par value per share,
    10,381,000 shares
    issued and outstanding 1,038     1,038

  Additional Paid-In-
    Capital               22,992         22,992

  (Deficit)               (3,665)        (1,113)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY     $20,365        $22,917

</TABLE>
"See notes to condensed financial statements."
<PAGE>
<TABLE>
<CAPTION>
              UNITED VENTURE CAPITAL FUND, INC.
                       ( A Development Stage Company)

               CONDENSED STATEMENTS OF OPERATIONS (Unaudited)


                              For the three         For the three
                              months ended          months ended
                                 June 30,              June 30,
                                   1998                  1997

<S>                              <C>                    <C>
REVENUES:                        $      0               $     0

OPERATING EXPENSES:

  Amortization Expense                 25                     4
  Consulting Services                   -                 1,030
  Entertainment                       534                     -
  Office and Postage
    Expenses                         1,993                     -

Total Operating
Expenses:                            2,552                 1,034

  NET (LOSS)                      $(2,552)              $(1,034)

  NET (LOSS)
    PER SHARE                          N/A                    N/A

Weighted average
  number of shares
  outstanding                  10,381,000            10,301,000
</TABLE>
"See notes to condensed financial statements."
<PAGE>
<TABLE>
<CAPTION>
                      UNITED VENTURE CAPITAL FUND, INC.
                        (A Development Stage Company)

                 STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
                  For the three months ended June 30, 1998



                                             (Deficit)
                                             Accumulation
            Common stock   Common    Additional    during the
             Number of      stock     Paid-In-     Development   Equity        
             SHARES         AMOUNT    CAPITAL        STAGE       (DEFICIT)
<S>          <C>            <C>       <C>           <C>          <C>
Balance,
April 1,
1998                10,381,000    $1,038   $22,992       $(1,113)      $22,917

Net (Loss)
for the three
months ended
March 31, 1998                                            (2,552)       (2,552)

Balance,
June 30,
1998                10,381,000    $1,038   $22,992       $(3,665)      $20,365

</TABLE>
"See notes to condensed financial statements."
<PAGE>
<TABLE>
<CAPTION>
              UNITED VENTURE CAPITAL FUND, INC.
                (A Development Stage Company)

             CONDENSED STATEMENTS OF CASH FLOWS
      For the three months ended June 30, 1998 and 1997

                        For the three     For the three
                        months ended      months ended
                        JUNE 30, 1998     JUNE 30, 1997
<S>                      <C>               <C>    
CASH FLOWS FROM OPERATING
ACTIVITIES:

  Net Income (Loss)      $(2,552)         $(1,034)

ADJUSTMENTS TO RECONCILE
NET LOSS TO NET CASH
USED IN OPERATING
ACTIVITIES:

  Amoritization               25                 4
  Deferred offering
    costs                  3,537                 0
  Stock issued for
    services                   0             1,030
  Stock issued for
    organization costs         0               500

  Net cash provided by
    financing activities   1,010               500

CASH USED FROM INVESTING
ACTIVITIES:

  Organization costs           0              (500)

NET INCREASE IN CASH      $1,010            $    0

CASH, BEGINNING OF THE
PERIOD                         0                  0

CASH, END OF THE PERIOD   $1,010             $   0
</TABLE>
"See notes to condensed financial statements."
<PAGE>
              UNITED VENTURE CAPITAL FUND, INC.
                (A Development Stage Company)

           NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The   accompanying  unaudited  financial  statements  have  been
prepared   in  accordance  with  generally  accepted  accounting
principles  for  interim  financial  information  and  with  the
instructions  to  Form  10-QSB and Regulation S-B.  Accordingly,
they  do  not  include  all of  the  information  and  footnotes
required  by  generally  accepted   accounting   principles  for
complete  financial  statements.   The  accompanying  statements
should  be  read  in  conjunction  with  the  audited  financial
statements  included  in  the  Company's  March  31, 1998 Annual
Report  on  Form  10-KSB.   In  the  opinion of management,  all
adjustments  (consisting  only  of  normal  recurring  accruals)
considered necessary in order to make  the  financial statements
not misleading, have been included.  Operating  results  for the
three  months ended June 30, 1998 are not necessarily indicative
of the results  that  may be expected for the full calendar year
ended January 31, 1999.   The financial statements are presented
on the accrual basis.