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


   
                               FORM 10-QSB 

         
    
            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                 For the quarterly period ended June 30, 1998


                       Commission File Number: 0-21241


                             CYPRESS CAPITAL, INC.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          Nevada                                        84-1349551       
----------------------------                ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)


           5770 South Beech Court, Greenwood Village, Colorado 80121
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)


                              (303) 221-7376
                        --------------------------
                        (Issuer's telephone number)









Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___

As of June 30, 1998, 1,250,000 shares of common stock, $.0001 par value per
share, were outstanding.    

Transitional Small Business Disclosure Format (check one): Yes__    No X
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                              INDEX

                                                          Page
                                                         Number

Part I.   Financial Information

     Item I.   Financial Statements
                    
               Balance Sheets as of June 30, 1998
                 (Unaudited) and December 31, 1997              3

               Statements of Operations, Three Months
                 Ended June 30, 1998 and June 30,
                 1997 (Unaudited)                          4

               Statements of Operations, Six Months
                 Ended June 30, 1998 and June 30,
                 1997 (Unaudited)                          5

               Statements of Cash Flows, Six Months
                 Ended June 30, 1998 and June 30,
                 1997 (Unaudited)                          6               
               Notes to Financial Statements                    7

     Item 2.   Management's Discussion and Analysis of 
                 Financial Conditions and Results of 
                 Operations                                8

Part II.  Other Information                                     9


























                                     2
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                             CYPRESS CAPITAL, INC.

                                 BALANCE SHEETS
                                  (Unaudited)

                                    ASSETS

                                              June 30,       December 31,
                                                1998             1997
                                              --------       ------------

Current Assets
 Cash                                         $    215        $    271
                                              --------        --------
     Total Current Assets                          215             271

Organization costs, net of amortization            150             175
                                              --------        --------
     Total Assets                             $    365        $    446
                                              ========        ========


                      LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
  Accounts payable                            $  2,729        $    811
  Advances payable, related parties              2,500           2,500
                                              --------        --------
     Total Current Liabilities                   5,229           3,311
                                              --------        --------

Stockholders' (Deficit):
  Preferred Stock, $.0001 par value,
   5,000,000 shares authorized
   none issued and outstanding                       -               -
  Common Stock, $.0001 par value,
   100,000,000 shares authorized
   1,250,000 shares issued and
   outstanding                                     125             125
  Additional paid-in capital                    12,375          12,375
  Accumulated deficit                          (17,364)        (15,365)
                                              --------        --------
Total Stockholders' (Deficit)                   (4,864)         (2,865)
                                              --------        --------
Total Liabilities and Stockholders' 
  (Deficit)                                   $    365        $    446
                                              ========        ========




The accompanying notes are an integral part of the financial statements.



                                       3
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                             CYPRESS CAPITAL, INC.

                           STATEMENTS OF OPERATIONS
                                 (Unaudited)

                                        Three Months       Three Months
                                           Ended              Ended
                                          June 30,          June 30,
                                           1998               1997
                                        ------------       ------------

Revenues                                $        -         $        -
                                        ----------         ----------

Operating Expenses:
  Professional fees                            698              1,100
  Other                                         41                 41
                                        ----------         ----------
     Total Operating Expenses                  739              1,141
                                        ----------         ----------

Net Loss                                $     (739)        $   (1,141)
                                        ----------         ----------

Per Share                               $      nil         $      nil
                                        ==========         ==========

Weighted Average Number
 of Shares Outstanding                   1,250,000          1,250,000
                                        ==========         ==========























The accompanying notes are an integral part of the financial statements.

                                     4
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                               CYPRESS CAPITAL, INC.

                             STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                        Six Months         Six Months
                                          Ended              Ended
                                         June 30,           June 30,
                                           1998               1997   
                                        ----------         ----------

Revenues                                $        -         $        -
                                        ----------         ----------

Operating Expenses:
  Professional fees                          1,919              2,268
  Other                                         80                100
                                        ----------         ----------
     Total Operating Expenses                1,999              2,368

Net Loss                                $   (1,999)        $   (2,368)
                                        ----------         ----------

Per Share                               $      nil         $      nil
                                        ==========         ==========

Weighted Average Number
 of Shares Outstanding                   1,250,000          1,250,000
                                        ==========         ==========























The accompanying notes are an integral part of the financial statements.

                                       5
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                            CYPRESS CAPITAL, INC.

                           STATEMENTS OF CASH FLOWS
                                (Unaudited)

                                        Six Months        Six Months
                                          Ended             Ended
                                         June 30,          June 30,
                                           1998              1997   
                                        ----------         ----------

Cash Flows Operating Activities:
  Net (loss)                            $   (1,999)        $   (2,368)
  Amortization                                  25                 25
  Increase in accounts payable               1,918              2,167
                                        ----------         ----------
     Net Cash (Used in) Operating
       Activities                              (56)              (176)
                                        ----------         ----------

Cash Flows from Investing
 Activities                                      -                  -
                                        ----------         ----------

Cash Flows from Financing
 Activities                                      -                  -
                                        ----------         ----------

(Decrease) in Cash                             (56)              (176)

Cash, Beginning of Period                      271                270
                                        ----------         ----------

Cash, End of Period                     $      215         $       94
                                        ==========         ==========

Interest Paid                           $        -         $        -
                                        ==========         ==========

Income Taxes Paid                       $        -         $        -
                                        ==========         ==========












The accompanying notes are an integral part of the financial statements.

                                      6
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                                CYPRESS CAPITAL, INC.

                            NOTES TO FINANCIAL STATEMENTS
                              June 30, 1998 (Unaudited)


(1)  Condensed Financial Statements

The financial statements included herein have been prepared by Cypress
Capital, Inc. without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in the financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted as allowed by such rules and regulations, and Cypress Capital, Inc.
believes that the disclosures are adequate to make the information presented
not misleading.  It is suggested that these financial statements be read in
conjunction with the December 31, 1997 audited financial statements and the
accompanying notes thereto.  While management believes the procedures followed
in preparing these financial statements are reasonable, the accuracy of the
amounts are in some respect's dependent upon the facts that will exist, and
procedures that will be accomplished by Cypress Capital, Inc. later in the
year.

The management of Cypress Capital, Inc. believes that the accompanying
unaudited condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented.




























                                       7
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                                     ITEM 2

                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS


Cypress Capital, Inc. (the "Company") was organized as a Colorado corporation
on June 14, 1996, in order to evaluate, structure and complete a merger with,
or acquisition of, prospects consisting of private companies, partnerships of
sole proprietorships.  The Company may seek to acquire a controlling interest
in such entities in contemplation of later completing an acquisition.  The
Company is not limited to any operation or geographic area in seeking out
opportunities.  Management has not identified any particular business or
industry within which the Company will seek an acquisition or merger.  The
Company has not conducted, nor have others made available to it, market
research supporting the viability of the Company's proposed operations.

The Company generated no revenues during the quarter ended June 30, 1998, and
management does not anticipate any revenues until following the conclusion of
a merger or acquisition, if any, as contemplated by the Company's business
plan. 

The Company's capital is limited.  The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
 
At June 30, 1998, the Company had no material commitments for capital
expenditures.



























                                       8
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                          PART II. OTHER INFORMATION



Item 1.  Legal Proceedings

         None.

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 on Form 8-K

         None.




























                                       9
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                                   SIGNATURES


Pursuant to the requirements 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.

                                  CYPRESS CAPITAL, INC.



Date:  August 14, 1998            By:_______________________________















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