FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   (Mark One)
    [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the fiscal quarter ended     September 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 number:     0-2882
                                                   ------

                             ESCO TRANSPORTATION CO.
                             -----------------------
             (Exact name of registrant as specified in its charter)

               DELAWARE                               55-0257510
     ------------------------------     ------------------------------------
    (State or other jurisdiction of     (I.R.S. Employer Identification no.)
     incorporation or organization)

                6505 HOMESTEAD
                HOUSTON, TEXAS                           77028
    ---------------------------------------             --------
    (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:  (713) 635-1008
                                                     ---------------

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

                                      NONE

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

                     Common Stock $ .001 par value per share
                     ---------------------------------------

                                 Title of class
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  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.

      Common Stock, $ .001 Par Value                   12,505,817
     ------------------------------                     ----------
                  (Class)                 (Outstanding as of September 30, 1998)

The  aggregate  market  value  of  the voting stock held by nonaffiliates of the
Registrant  on  September  30,  1998  was  approximately  $5,877,734.

<PAGE>
<TABLE>
<CAPTION>
                                  TABLE OF CONTENTS


PART I                          FINANCIAL INFORMATION

<S>      <C>                                                                  <C>
Item 1.  Financial Statements                                                 Page
                                                                              ------

         Balance Sheets for the Three Months Ended September 30,
         1998 (unaudited) and for the Year Ended December 31, 1997 (audited)       3

         Statements of Income for the Three Months Ended
         September 30, 1998 (unaudited)  and 1997 (unaudited)                      4

         Statements of Stockholders' Equity for the Three Months
         Ended September 30, 1998 (unaudited)
                                                                                   5
         Statements of Cash Flows for the Three Months Ended
         September 30, 1998 (unaudited) and 1997 (unaudited)                       6

         Notes to the Financial Statements (unaudited)                        7 - 10

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                      11

PART II  OTHER INFORMATION

Item 1.  Recent Developments in Legal Proceedings                                 12

Item 2.  Changes in Securities                                                    12

Item 3.  Defaults upon Senior Securities                                          12

Item 4.  Submission of Matters to a Vote of Security Holders                      12

Item 5.  Other Information                                                        12

Item 6.  Exhibits and Reports in Form 8-K                                         12

         Signatures                                                               13
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

ESCO  TRANSPORTATION  CO.
Balance  Sheet


                                                September 30,1998    December 31,1997
                                               -------------------  ------------------
ASSETS                                             (Unaudited)          (Audited)
<S>                                            <C>                  <C>
CURRENT ASSETS:
  Cash and Cash Equivalents                    $          212,530   $          22,678
  Accounts Receivable, Net of Allowance for
       Bad Debts of $481,108 in 1997 and
       $540,740 in 1998                                 3,570,824           2,282,893
  Truck Maintenance Supplies                               79,556                   0
  Notes Receivable - Stockholders                         109,722              20,000
  Prepaid Expenses - Current                              119,942              36,597
  Other Current Assets                                     39,172             204,460
                                               -------------------  ------------------
            TOTAL CURRENT ASSETS                        4,131,746           2,566,628
                                               -------------------  ------------------

PROPERTY AND EQUIPMENT
  Property and Equipment                               10,539,312          10,611,537
  Less Accumulated Depreciation                        (2,492,675)         (1,511,048)
                                               -------------------  ------------------
                                                        8,046,637           9,100,489
                                               -------------------  ------------------

OTHER ASSETS
  Prepaid Insurance - Net of Current Portion               73,649             101,097
  Other Assets - Non Current                              217,253              34,692
                                               -------------------  ------------------
     Total Other Assets                                   290,902             135,789
                                               -------------------  ------------------
TOTAL ASSETS                                   $       12,469,285   $      11,802,906
                                               ===================  ==================
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Notes Payable to Stockholders                $                0   $          70,319
  Accounts Payable - Trade                                496,996             375,213
  Bank Overdrafts                                          10,167             280,715
  Accrued and Other Liabilities                           412,512             422,878
  Amounts Due Factor                                    4,153,002           1,262,094
  Current Portion of Long-Term Debt                     1,665,466           1,807,738
                                               -------------------  ------------------
            TOTAL CURRENT LIABILITIES                   6,738,143           4,218,957

LONG-TERM DEBT - NET OF CURRENT PORTION                 5,274,900           6,645,188

DEFERRED INCOME TAXES                                           0                   0

COMMITMENTS                                                     0                   0
                                               -------------------  ------------------
TOTAL LIABILITIES                                      12,013,043          10,864,145
                                               -------------------  ------------------

STOCKHOLDERS' EQUITY
  Common Stock, $.0001 Par Value; 20,000,000
       Shares Authorized; 12,527,612 Shares
       Issued and Outstanding in 1997 and
       12,505,817 in 1998                                   1,569               1,218
  Additional Paid-In Capital                              931,906             863,818
  Retained Earnings (Deficit)                            (238,492)             77,725
                                               -------------------  ------------------
                                                          694,983             942,761
  Less Note Receivable from Shareholder                  (234,741)                  0
                                               -------------------  ------------------
                                                          460,242             942,761
  Less Treasury Stock, At Cost                             (4,000)             (4,000)
                                               -------------------  ------------------
            TOTAL STOCKHOLDERS' EQUITY                    456,242             938,761
                                               -------------------  ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $       12,469,285   $      11,802,906
                                               ===================  ==================
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>

ESCO  TRANSPORTATION  CO.
Statements  of  Income
For the Three and Nine Months Ended September 30, 1998 and  1997


                                                  FOR THE THREE MONTHS        FOR THE NINE MONTHS
                                                   ENDED SEPTEMBER 30           ENDED SEPTEMBER 30
                                                    1998          1997          1998          1997
                                                ------------  ------------  ------------  ------------
                                                 (Unaudited)   (Unaudited)   (Unaudited)  (Unaudited)
REVENUE:
<S>                                             <C>           <C>           <C>           <C>
  Freight Revenue                               $ 7,198,575   $ 5,726,651   $19,749,895   $16,795,544
  Oil and Gas Revenue                                 1,260         1,718         3,840         6,102
                                                ------------  ------------  ------------  ------------
       TOTAL REVENUE                              7,199,835     5,728,369    19,753,735    16,801,646
                                                ------------  ------------  ------------  ------------

EXPENSES:
  Cost of Freight Revenue                         5,102,517     3,771,010    14,225,239    11,223,595
  General Administrative Expenses                 1,342,645     1,604,581     3,924,312     4,376,003
  Depreciation and Depletion                        388,314       315,913     1,065,111       731,619
                                                ------------  ------------  ------------  ------------
       TOTAL EXPENSES                             6,833,476     5,691,504    19,214,662    16,331,217
                                                ------------  ------------  ------------  ------------
       OPERATING INCOME                             366,359        36,865       539,073       470,429

OTHER INCOME (EXPENSE)
  Interest Income                                     3,038           293         4,779         1,440
  Other Income                                            0             0        11,700             0
  Interest Expense                                 (347,705)     (192,169)     (970,701)     (440,430)
  Gain (Loss) on Sale of Assets                      18,657             0        98,932             0
                                                ------------  ------------  ------------  ------------
     Total Other Income                            (326,010)     (191,876)     (855,290)     (438,990)
                                                ------------  ------------  ------------  ------------
       NET INC. (LOSS) BEFORE TAXES                  40,349      (155,011)     (316,217)       31,439

  Income Tax                                              0             0             0             0
                                                ------------  ------------  ------------  ------------

       NET INCOME (LOSS)                        $    40,349   $  (155,011)  $  (316,217)  $    31,439
                                                ============  ============  ============  ============

  Net Income (Loss) Per Share                   $     0.003   $    (0.013)  $    (0.025)  $     0.003
                                                ============  ============  ============  ============

Weighted Average Number of Shares Outstanding    12,527,612    12,176,760    12,505,817    12,176,760
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>

ESCO  TRANSPORTATION  CO.
Statements  of  Stockholders'  Equity
For the Nine Months Ended September 30, 1998 (Unaudited)

                                                                                           Note
                                                       Additional   Retained            Receivable
                                                        Paid-In     Earnings  Treasury     From
                                       Common Stock     Capital    (Deficit)    Stock   Shareholder    Total
                                   ------------------
                                     Shares    Amount
                                   ----------  ------
<S>                                <C>         <C>     <C>        <C>         <C>         <C>         <C>
Balance at December 31, 1997       12,176,760  $1,218  $863,818   $  77,725   $  (4,000)  $       0   $938,761
Correction                            174,352     174      (174)          0           0           0          0
Memphis Acquisition                    50,000      50    20,950                                   0     21,000
Note Receivable from Shareholder            0       0         0                            (234,741)  (234,741)
Employee Stock Bonus                  126,500     127    47,312           0           0                 47,439
Net (Loss)                                  0       0         0    (316,217)          0               (316,217)
                                   ----------  ------  ---------  ----------  ----------  ----------  --------
Balance at March 31, 1998          12,527,612  $1,569  $931,906   $(238,492)  $  (4,000)  $(234,741)  $456,242
                                   ==========  ======  =========  ==========  ==========  ==========  ========
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>

ESCO  TRANSPORTATION  CO.
Statements  of  Cash  Flows
For the Nine Months Ended September 30, 1998 and 1997


                                                       1998          1997
                                                   ------------  ------------
                                                    (Unaudited)  (Unaudited)
<S>                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Cash Provided by Operating Activities        $ 2,094,222   $   824,020

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Property and Equipment                  (105,938)   (4,850,753)
  Loans Made                                                 0      (112,366)
  Proceeds from Sale of Property and Equipment         244,470        43,432
  Loans Collected                                            0        19,684
  Purchase Non-Compete Agreement                      (135,560)            0
  Shareholder Advance                                 (324,463)            0
                                                   ------------  ------------

  Net Cash Used in Investing Activities               (321,491)   (4,900,003)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net Payments on Short-Term Debt                      (70,319)     (182,948)
  Proceeds from Long- Term Debt                              0     4,555,616
  Net Payments on Long-Term Debt                    (1,512,560)     (788,566)
  Sale of Stock                                              0       500,000
                                                   ------------  ------------

Net Cash Provided (Used) by Financing Activities    (1,582,879)    4,084,102
                                                   ------------  ------------

Net Increase in Cash and Cash Equivalents              189,852         8,119


CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR         22,678        20,450
                                                   ------------  ------------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD        $   212,530   $    28,569
                                                   ============  ============
</TABLE>

                                        6
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
September  30,  1998  (Unaudited)


Note  1  -  Interim  Financial  Statements
------------------------------------------

The accompanying unaudited financial statements of ESCO Transportation Co., (the
"Company")  have  been  prepared  pursuant  to  the rules and regulations of the
Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures normally included in annual financial statements have been condensed
or  omitted  pursuant  to  those  rules  and  regulations.  However, the Company
believes  the  disclosures contained herein are adequate to make the information
presented  not  misleading.  The financial statements reflect, in the opinion of
management,  all  material  adjustments  (which  include  only  normal recurring
adjustments)  necessary  to  present fairly the Company's financial position and
results  of  operations.

Note  2  -  Organization
------------------------

The Company was incorporated under the name of Power Oil Company in 1916 in West
Virginia.  In  1992,  the  Company was reincorporated as a Delaware corporation.
The  Company  changed  its  name from "Power Oil Company to "ESCO Transportation
Co."  in  1994.

ESCO  Transportation  maintains  two  divisions  with  distinct  transportation
services  offered  by  each.  The  Company's Intermodal division primarily hauls
container  and  piggyback  shipments between shipping locations and railroads or
ports.  This  division  operates  out  of facilities in Houston, Texas; Ontario,
California;  Memphis,  Tennessee; and Dallas, Texas.  The Company also maintains
an  Over-The-Road  division  that  performs  long  haul  services  for  numerous
customers  within  the  United  States.  The  main  office  for this division is
located  in  Springdale, Arkansas.  The Company's corporate office is located in
Houston,  Texas.

Note  3  -  Summary  of  Significant  Accounting  Policies
----------------------------------------------------------

A.   Basis  of  Accounting

     Income and expenses are recorded on the accrual  method of  accounting  for
     financial and federal income tax reporting purposes.

B.   Use  of  Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect reported amounts and related  disclosures.  Actual
     results  could differ from these  estimates.  Management  believes that the
     estimates are reasonable.

C.   Revenue  Recognition

     Revenue and direct costs are recognized when the shipment is completed.

                                        7
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
September  30,  1998  (Unaudited)


Note  3  -  Summary  of  Significant  Accounting  Policies  (Continued)
-----------------------------------------------------------------------

D.   Cash  and  Cash  Equivalents

     For purposes of the  statements  of cash flows,  the Company  considers all
     cash on hand, cash in bank (demand deposits),  savings accounts,  cash held
     in brokerage  accounts and highly liquid debt instruments  purchased with a
     maturity of three months or less to be cash and cash equivalents.

E.   Property  and  Equipment

     Property and  equipment  are carried at cost.  Depreciation  for  financial
     reporting  purposes has been computed on the straight-line  method over the
     estimated  useful  lives of the  assets  which  range  from three to twenty
     years.

Accelerated  methods  of  depreciation  are used for computation of depreciation
expense  for  income  tax  reporting  purposes.

F.   Oil  and  Gas  Properties

     The  Company  accounts  for its oil and  gas  exploration  and  development
     activities  using the  successful  efforts  method.  Under  this  method of
     accounting,  exploratory  drilling  costs which result in the  discovery of
     proved reserves are capitalized.  All other  exploratory  costs,  including
     geological and geophysical  costs, are expensed when incurred.  Development
     costs,  including  development of dry holes, are capitalized when incurred.
     The Company  incurred no exploration and development  costs during the nine
     months ended September 30, 1998.

     Depletion of  capitalized  costs on producing  properties  is computed on a
     property-by-property   basis  utilizing  the   unit-of-production   method.
     Depletion expense was $4,488 for 1997 and $4,482 for 1998.

     Lease   acquisition   costs  are  capitalized   when  incurred.   Leasehold
     improvements  are  recognized  through a charge to  operations if the lease
     expires or management decides to abandon the Company's interest.

     When assets are retired,  abandoned  or otherwise  disposed of, the related
     costs and accumulated  depreciation are removed from the accounts, and gain
     or loss is included in income.

                                        8
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
September  30,  1998  (Unaudited)


Note  3  -  Summary  of  Significant  Accounting  Policies  (Continued)
-----------------------------------------------------------------------

G.   Income  Taxes

     The Company uses the liability  method of accounting for income taxes under
     which  deferred tax assets and  liabilities  are  recognized for deductible
     temporary  differences.  Temporary  differences are the differences between
     the  reported  amounts  of assets  and  liabilities  and  their tax  basis.
     Deferred  tax assets are  reduced by a  valuation  allowance  when,  in the
     opinion of management,  it is more likely than not that some portion or all
     of the deferred tax assets and  liabilities are adjusted for the effects of
     changes in tax laws and rates on the date of enactment. For the nine months
     ended  September  30, 1998,  net  operating  loss benefits were offset by a
     valuation allowance.

H.   Net  Income  Per  Share

     Net income  per common  share is based on the  weighted  average  number of
     shares  outstanding  during the year.  The Company  declared a one-for-four
     reverse stock split in 1994.  The Company  declared a  one-for-ten  forward
     stock split in 1996.  All share and per share amounts have been adjusted to
     reflect the stock splits.

I.   Concentration  of  Credit  Risk

     Financial   instruments   that   potentially   subject   the   Company   to
     concentrations  of  credit  risk  consist  principally  of  trade  accounts
     receivable.  In the normal  course of business  the Company  grants  credit
     without  collateral to customers.  Consequently,  the Company's  ability to
     collect the amounts due from customers is affected by economic conditions.

J.   Fair  Value  of  Financial  Instruments

     The Company has a number of financial  instruments,  none of which are held
     for  trading  purposes.  The Company  estimates  that the fair value of all
     financial instruments at September 30, 1998 does not differ materially from
     the aggregate carrying values of its financial  instruments recorded in the
     accompanying  balance  sheet.  The  estimated  fair value amounts have been
     determined  by  the  Company  using   available   market   information  and
     appropriate valuation methodologies.  Considerable judgement is necessarily
     required  in  interpreting  market data to develop  the  estimates  of fair
     value, and,  accordingly,  the estimates are not necessarily  indicative of
     the amounts that the Company could realize in the current market exchange.

                                        9
<PAGE>
ITEM  1.     Financial  Statements  (Continued)

ESCO  TRANSPORTATION  CO.
Notes  to  the  Financial  Statements
September  30,  1998  (Unaudited)


Note  4  -  Property  and  Equipment
------------------------------------

Property  and  equipment  consists  of  the  following:

<TABLE>
<CAPTION>
                                 Balance at    Balance at
         Description              9/30/98       12/31/97
------------------------------  ------------  ------------
<S>                             <C>           <C>
Land                            $   272,519   $   385,019
Buildings and Improvements          191,782       323,228
Office Equipment                    245,348       210,338
Communications Equipment            356,869       353,281
Furniture and Fixtures               30,133        29,483
Trucks, Tractors, and Trailers    9,186,655     9,145,654
Yard Equipment                      256,006       164,534
                                ------------  ------------
                                 10,539,312    10,611,537
Less Accumulated Depreciation    (2,492,675)   (1,511,048)
                                ------------  ------------
                                $ 8,046,637   $ 9,100,489
                                ============  ============
</TABLE>

Note  5  -  Long-Term  Debt  and  Financing  Arrangements
---------------------------------------------------------

Pursuant  to  a  factoring  agreement,  the  Company factors all of its accounts
receivable.  The  Company purchases all factored accounts receivable over ninety
days  old  and  the  factor withholds are reserved of 10% of the uncollected and
unrepurchased  accounts.  The  factor  has  a  security  interest  in  accounts
receivable purchased and the Company's obligation to the factor is guaranteed by
the  majority  shareholder  who  is  also  an  officer and another office of the
Company.

Due  primarily to the repurchase feature of the factoring agreement, the Company
accounts for the factored accounts receivable as a secured borrowing rather than
a  sale.  Many  receivables  are not collected within ninety days and have to be
repurchased  by  the Company.  As of September 30, 1998, the total amount due to
the  factor  is  $4,153,002.

The  following  schedule  summarizes  the  Company's  long-term debt and capital
leases.

                                                        Balance at
              Description                                9/30/98
----------------------------------------               -----------
Stockholder Notes Payable                              $         0
Notes Payable and Capital Leases Payable                 6,940,366
                                                       -----------
                                                       $ 6,940,366
                                                       ===========

                                       10
<PAGE>
ITEM  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operation


OVERVIEW
--------

During the third quarter of 1998, the Company ended in a much more positive note
than  several previous quarters.  The Company saw increases in profits and cash.
The  Company  continued  to pay vendors according to terms.  The strong cashflow
was  due  mostly  to  the Company's receivables financing described in the prior
quarter.

Quarterly  revenue from trucking operations was up $1,391,000 or 24% as compared
to  the previous year.  The increase in revenue is due to the combined increases
in  volume  within  its  Dallas,  Texas  and  Memphis, Tennessee operations plus
overall  increased  business  in  the  Company's  operations.

The  Company continued worked to expand its Dallas, Texas and Memphis, Tennessee
operations.  Plans  were  completed  in  the  transfer  of  personnel  from  the
Company's  Houston,  Texas  office  to  the  Dallas,  Texas  region.

SAFE  HARBOR
------------

This report on Form 10-Q or 10-QSB (the Report) contains certain forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933, as
amended,  and  Section  21E  of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbors created thereby.  Investors
are  cautioned that all forward-looking statements necessarily involve risks and
uncertainty,  including,  without  limitation, the risk of a significant natural
disaster,  the  expansion  or  contraction in its various lines of business, the
impact  of inflation, the impact of Year 2000 issues, the ability of the Company
to  meet its debt obligation, changing licensing requirements and regulations in
the  United  States  pertinent  to  its  business, the ability of the Company to
expand  its  businesses, the effect of pending or future acquisitions as well as
acquisitions  which  have  recently been consummated, general market conditions,
competition,  licensing  and  pricing.  All statements, other than statements of
historical  facts,  included  or  incorporated  by  reference in the Report that
address  activities,  events  or  developments  that  the  Company  expects  or
anticipates will or may occur in the future, including, without limitation, such
things as future capital expenditures (including the amount and nature thereof),
business  strategy  and  measures  to  implement  such  strategy,  competitive
strengths,  goals,  expansion,  and  growth  of  the  Company's  businesses  and
operations,  plans,  references  to  future success, as well as other statements
which  includes  words  such  as  "anticipate,"  "believe,"  "plan," "estimate,"
"expect," and "intend" and other similar expressions, constitute forward-looking
statements.  Although  the  Company believes that the assumptions underlying the
forward-looking  statements  contained  herein  are  reasonable,  any  of  the
assumptions  could over time prove to be inaccurate and, therefore, there can be
no  assurance  that  the forward-looking statements included in this Report will
themselves  prove  to  be  accurate.  In  light of the significant uncertainties
inherent  in  the  forward-looking  statements included herein, the inclusion of
such  information  should  not be regarded as a representation by the Company or
any  other person that the objectives and plans of the Company will be achieved.

                                       11
<PAGE>
PART  II.    OTHER  INFORMATION

ITEM  1.     Recent  Developments  in  Legal  Proceedings

The  Company's  two  litigation  matters  were previously referenced in the Form
10-QSB  dated  March  31,  1998  and  its  statements are incorporated herein by
reference.

ITEM  2.     Changes  in  Securities  -  NONE

ITEM  3.     Defaults  Upon  Senior  Securities  -  NONE

ITEM  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders  - NONE

ITEM  5.     Other  Information  -  NONE

ITEM  6.     Exhibits  and  Reports  of  Form  8-K  -  NONE

                                       12
<PAGE>
                                   Signatures


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  date  indicated:


______________________________               ______________________________
Edwis  L.  Selph,  Sr.                       Date
President/Chief Executive Officer


______________________________               ______________________________
Edwis  L.  Selph,  Jr.                       Date
Secretary/Treasurer

                                       13
<PAGE>