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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 September 30, 1997


                       Commission File Number: 0-21381


                             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)


                    P.O. Box 460363, Aurora, Colorado 80046
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)


                              (303) 690-6787
                        --------------------------
                        (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 September 30, 1997, 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 September 30, 1997
                 and December 31, 1996                     3

               Statement of Operations, Three Months
                 Ended September 30, 1997                       3

               Statement of Operations, Nine Months
                 Ended September 30, 1997                       4

               Statement of Cash Flows, Three Months
                 Ended September 30, 1997                       5

               Statement of Cash Flows, Nine Months
                 Ended September 30, 1997                       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                                     8




























                                2

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                      CYPRESS CAPITAL, INC.

                          BALANCE SHEETS
                           (Unaudited)

                              ASSETS

                                   September 30   December 31 
                                       1997          1996    

Current Assets
 Cash                                   $       298    $      270 
  Total Current Assets                           298          270 

Organization costs, net of amortization         188           225 

  Total Assets                     $       486    $      495 


               LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable                   $       441    $      101 
  Total Current Liabilities                     441           101 

Stockholders' Equity:
     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              14,875        12,375 
     Accumulated deficit                    (14,955)      (12,106)
Total Stockholders' Equity                       45           394 
 
Total Liabilities and 
  Stockholders' Equity                  $       486    $      495 


















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 Ended September 30, 1997
                                              

Revenues                                     $      - 

Operating Expenses:
     Professional fees                                  441
     Other                                               40 
       Total Operating Expenses                         481 

Net Loss                                     $    (481)

Per Share                                    $     nil 

Weighted Average Number of Shares
 Outstanding                                 1,250,000 




































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

                                4<PAGE>
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                      CYPRESS CAPITAL, INC.

                     STATEMENTS OF OPERATIONS
                           (Unaudited)

               Nine Months Ended September 30, 1997
                                              

Revenues                                     $       -

Operating Expenses:
     Professional fees                                2,709
     Other                                              140 
       Total Operating Expenses                       2,849 

Net Loss                                     $  (2,849)

Per Share                                    $     nil 

Weighted Average Number of Shares
 Outstanding                                 1,250,000 




































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

                                5<PAGE>
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                      CYPRESS CAPITAL, INC.

                     STATEMENTS OF CASH FLOWS
                           (Unaudited)

              Three Months Ended September 30, 1997



Cash Flows Operating Activities:
     Net (loss)                                   $     (481)
     Amortization                                   12 
     Increase in accounts payable                     (1,827)

  Net Cash (Used in) Operating
   Activities                                    (2,296)

Cash Flows from Investing Activities                       - 

Cash Flows from Financing Activities
   Increase in additional paid-in capital                   2,500 

  Net Cash Provided by Financing Activities                2,500

Increase in Cash                                         204

Cash, Beginning of Period                                 94 

Cash, End of Period                          $      298 

Interest Paid                                $        - 

Income Taxes Paid                                 $        - 
























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

                                6<PAGE>
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                      CYPRESS CAPITAL, INC.

                     STATEMENTS OF CASH FLOWS
                           (Unaudited)

               Nine Months Ended September 30, 1997



Cash Flows Operating Activities:
     Net (loss)                                   $   (2,849)
     Amortization                                   37 
     Increase in accounts payable                        340 

  Net Cash (Used in) Operating
   Activities                                    (2,472)

Cash Flows from Investing Activities                       - 

Cash Flows from Financing Activities
   Incresae in additional paid-in capital                   2,500 

  Net Cash Provided by Financing Activities                2,500

Increase in Cash                                          28

Cash, Beginning of Period                                270 

Cash, End of Period                          $      298 

Interest Paid                                $        - 

Income Taxes Paid                                 $        - 
























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

                                7<PAGE>
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                      CYPRESS CAPITAL, INC.

                  NOTES TO FINANCIAL STATEMENTS
                  September 30, 1997 (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, 
1996 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.



                              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 September 30, 1997,
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 September 30, 1997, 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.


                            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: December 18, 1997                 By:/s/ Timothy J. Brasel
                                        Timothy J. Brasel
                                        President


















                                9

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                               EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
-------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically