U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


                           FORM 10-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

                COMMISSION FILE NUMBER:  333-9809


                           DURWOOD, INC.  
      (Exact name of registrant as specified in its charter)


     Delaware                                      87-0561426 
(State or other jurisdiction                 (I.R.S. Employer
of incorporation or organization)            Identification No.)


             4085 West 4715 South, Kearns, Utah 84118  
             (Address of principal executive offices)

                          (801) 967-0777      
       (Registrant's telephone number, including area code)


Check 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 registrant was required to file such report(s), and (2)
has been subject to such filing requirements for the past 90
days.

YES [X]   NO [ ]     

The number of $.001 par value common shares outstanding at June
30, 1998:  1,103,500
<PAGE>
                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

                            DURWOOD, INC.
                    (A Development Stage Company)
                            Balance Sheets


                                ASSETS

                                                 June 30,        December 31,
                                                   1998              1997
                                                 --------          --------
                                                (Unaudited)
CURRENT ASSETS

  Cash                                           $  8,084          $ 18,068 
                                                 --------          --------
     Total Current Assets                           8,084            18,068 
                                                 --------          --------
OTHER ASSETS

  Inventory                                         1,000             1,000
  Property and equipment (net) (Note 2)             4,442             4,986 
                                                 --------          --------

     Total Other Assets                             5,442             5,986
                                                 --------          --------
     TOTAL ASSETS                                $ 13,526          $ 24,054 
                                                 ========          ========  


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                               $  4,077          $    -  
                                                 --------          --------
     Total Current Liabilities                      4,077               - 
                                                 --------          --------
     TOTAL LIABILITIES                              4,077               - 
                                                 --------          --------
STOCKHOLDERS' EQUITY 

  Preferred stock: 500,000 shares authorized 
   of $0.001 par value  but unissued                  -                 -  
  Common stock: 50,000,000 shares authorized 
   of $0.001 par value, 1,103,500 shares
   issued and outstanding                           1,104             1,104
  Additional paid-in capital                       48,534            48,534
  Deficit accumulated during the development
   stage                                          (40,189)          (25,584)
                                                 --------          --------
     Total Stockholders' Equity                     9,449            24,054
                                                 --------          --------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 13,526          $ 24,054
                                                 ========          ========


  The accompanying notes are an integral part of these financial statements

<PAGE>
                            DURWOOD, INC.
                    (A Development Stage Company)
                       Statements of Operations
                             (Unaudited)


                                                                    From      

                                                                 Inception on
                                For the             For the        July 12,
                          Three Months Ended  Six Months Ended   1996 Through
                                June 30,            June 30,         June 30
                           1998       1997     1998       1997        1998  
                          ---------------------------------------------------
REVENUES                  $  2,480  $ -       $ 2,480  $-        $   2,480

EXPENSES                    14,469    7,140    17,085    8,504      42,669
                          --------  -------  --------  -------   ---------
NET LOSS                  $(11,989) $(7,140) $(14,605) $(8,504)  $ (40,189)
                          ========  =======  ========  =======   =========
NET LOSS PER SHARE OF
 COMMON STOCK             $  (0.00) $ (0.00) $  (0.00) $ (0.00)
                          ========  =======  ========  =======
WEIGHTED AVERAGE OF
 OUTSTANDING SHARES       1,103,500 1,103,500 1,103,500 1,103,500
                          ========= ========= ========= =========





  The accompanying notes are an integral part of these financial statements

<PAGE>
                                DURWOOD, INC.
                        (A Development Stage Company)
                     Statements of Stockholders' Equity
                                 (Unaudited)


                                                                    Deficit
                                                                   Accumulated
                                                        Additional  During the
                                        Common Stock      Paid-in  Development
                                      Shares    Amount    Capital     Stage
                                     -----------------------------------------

Balance, July 12, 1996                  -       $  -      $ -       $  -      

Common stock issued for cash at
  $0.01 per share on July 15, 1996   1,000,000     1,000    9,000      - 
        

Net loss for the five months 
 ended December 31, 1996               -         -         -          (7,001)
                                     ---------  --------  -------   --------
Balance, December 31, 1996           1,000,000     1,000    9,000     (7,001)

Common stock issued for cash
 at $0.50 per share on
 April 21, 1997                       103,500        104   51,646     -     

Stock issuance costs                   -          -       (12,112)    -     

Net loss for the year ended
 December 31, 1997                     -          -        -         (18,583)
                                     ---------  --------  -------   --------
Balance, December 31, 1997           1,103,500  $  1,104  $48,534   $(25,584)

Net loss for the six months
 ended June 30, 1998                   -          -        -         (14,605)
                                     ---------  --------   -------   --------
Balance, June 30, 1998               1,103,500  $  1,104  $48,534  $ (40,189)
                                     =========  ========  =======   ========




  The accompanying notes are an integral part of these financial statements

<PAGE>
                                DURWOOD, INC.
                        (A Development Stage Company)
                          Statements of Cash Flows
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                                         From
                                                                      Inception on
                                       For the            For the       July 12,
                                  Three Months Ended Six Months Ended 1996 Through
                                      June 30,           June 30,       June 30 
                                   1998       1997    1998       1997      1998 
                                 -------------------------------------------------
<S>                              <C>       <C>       <C>       <C>       <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES
  Income (loss) from operations  $(11,989) $ (7,140) $(14,605) $ (8,504) $(40,189)
  Adjustments to reconcile net
    income to net cash provided 
    by operating activities:
   Depreciation                       272     -           544     -           997 
   Increase in accounts payable     2,852     4,861     4,077     4,741     4,077
   Increase in tax payable          -         -         -           619     -   
   Increase in inventory            -         -         -         -        (1,000)
                                 --------  --------  --------  --------  --------
     Net Cash Used by
      Operating Activities         (8,865)   (2,279)   (9,984)   (3,144)  (36,115)
                                 --------  --------  --------  --------  --------
CASH FLOWS FROM INVESTING
 ACTIVITIES
  (Increase) in equipment           -         -         -         -        (5,439)
                                 --------  --------  --------  --------  --------
     Net Cash Provided by
      Investing Activities          -         -         -         -        (5,439)
                                 --------  --------  --------  --------  --------
CASH FLOWS FROM FINANCING
 ACTIVITIES
  Payment of deferred stock
    offering costs                  -       (11,362)    -       (12,112)  (12,112)
  Common stock issued for cash      -        51,750     -        51,750    61,750
                                 --------  --------  --------  --------  --------
Net Cash Provided by
  Financing Activities              -        40,388     -        39,638    49,638 
                                 --------  --------  --------  --------  --------
NET INCREASE IN CASH AND
 CASH EQUIVALENTS                  (8,865)   38,109    (9,984)   36,494     8,084

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD            16,949     1,635    18,068     3,250     -
                                 --------  --------  --------  --------  --------
CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                $  8,084  $ 39,744  $  8,084  $ 39,744  $  8,084
                                 ========  ========  ========  ========  ========
Cash Paid For:

  Interest                       $ -       $ -       $-        $-        $  -
  Income taxes                   $ -       $ -       $-        $-        $  -
</TABLE>

  The accompanying notes are an integral part of these financial statements

<PAGE>
                            DURWOOD, INC.
                    (A Development Stage Company)
                  Notes to the Financial Statements
                 June 30, 1998 and December 31, 1997


NOTE 1 -ORGANIZATION AND HISTORY

       a. Organization

       Durwood, Inc. (the "Company") was recently incorporated under the
       laws of the State of Delaware on July 12, 1996.  The Company has not
       commenced active business operations and is considered a development
       stage company.  The proposed business and purpose of the Company's
       formation is to engage in the business of making and selling custom
       pool cues as collectors items as well as for playing pool and
       billiards; and to engage in and perform any and all acts and
       activities customary in connection therewith, or incident thereto. 
       The Company intends to use the proceeds of its proposed public
       offering, if successful, to purchase equipment for manufacturing
       custom pool cues and also wood and other raw materials for
       manufacture into finished goods inventory, and for initial working
       capital to begin active business operations upon completion of this
       offering.

       b. Accounting Method

       The Company's financial statements are prepared using the accrual
       method of accounting.  The Company has elected a December 31, year
       end.

       c. Cash and Cash Equivalents

       Cash equivalents include short-term, highly liquid investments with
       maturities of three months or less at the time of acquisition.

       d. Loss Per Share

       The computations of loss per share of common stock are based on the
       weighted average number of shares outstanding during the period of
       the financial statements.

       e. Income Taxes

       The Company provides for income taxes based on income reported for
       financial reporting purposes.  At June 30, 1998, the Company has a
       loss carryover of $40,000 which expires in 2013.  The potential
       benefit of the tax loss carryover has been offset by a valuation
       allowance.

       f. Estimates

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates
       and assumptions that affect the reported amounts of assets and
       liabilities and disclosure of contingent assets and liabilities at
       the date of the financial statements and the reported amounts of
       revenues and expenses during the reporting period.  Actual results
       could differ from those estimates.

<PAGE>
                            DURWOOD, INC.
                    (A Development Stage Company)
                  Notes to the Financial Statements
                 June 30, 1998 and December 31, 1997


NOTE 1 -ORGANIZATION AND HISTORY (Continued)

       g. Unaudited Financial Statements

       The accompanying unaudited financial statements include all of the
       adjustments which in the opinion of management are necessary for a
       fair presentation.  All such adjustments are of a normal recurring
       nature.

NOTE 2 -   PROPERTY AND EQUIPMENT

       Property and equipment at June 30, 1998 and December 31, 1997 is
       summarized as follows:
                                                              
                                                    June 30,  December 31,
                                                      1998         1997  
                                                  ----------  ----------
       Equipment                                  $    5,439  $    5,439

       Less accumulated depreciation                    (997)       (453)
                                                  ----------  ----------
            Total Property and Equipment          $    4,442  $    4,986
                                                  ==========  ==========
       Depreciation expense for the six months ended June 30, 1998 and for
       the year ended December 31, 1997  was $544 and $453, respectively;
       and is computed using the straight-line method over a 5 year life.

NOTE 3 -GOING CONCERN

       The Company's financial statements are prepared using generally
       accepted accounting principles applicable to a going concern which
       contemplates the realization of assets and liquidation of liabilities
       in the normal course of business.  The Company has not established
       revenues sufficient to cover its operating costs and allow it to
       continue as a going concern.  It is the intent of the Company's
       management to expand sales and marketing of its pool cues.

NOTE 4 -PUBLIC OFFERING

       The Company offered to the public, on a "best efforts, minimum -
       maximum" basis up to 200,000 shares of its common stock to the public
       at $0.50 per share.  The offering was terminated on April 21, 1997
       when the Company received $51,750 and issued 103,500 shares of common
       stock.  The Company incurred costs of $12,112 which were offset
       against the proceeds of the offering.



<PAGE>
Item 2:  Management's Discussion & Analysis or Plan of Operations

     The Company was incorporated on July 12, 1996.  The Company
has not yet generated any revenues from operations and is
considered a development stage company.  To date, activities have
been limited to organizational matters and preparation and filing
of a registration statement to register a public offering of its
securities, pursuant to which the Company sold 103,500 shares of
common stock and raised gross proceeds of $51,750.  The offering
was completed in April, 1997.  The Company has no significant
assets other than assets acquired with offering proceeds and the
proceeds remaining from the offering.

     Management's plan of operation for the next twelve months is
to continue using the net proceeds to purchase various items of
equipment needed to turn out and finish the custom pool cues, and
supplies of wood and other raw materials from which to make the
cues.  The remaining portion of the proceeds is also being used
to pay rent and other operating expenses of the Company and
otherwise provide working capital for the operation of the
Company's business.  The net proceeds from the offering are the
sole anticipated source of funds other than any revenues
generated from operations, of which there is no assurance, and
the Company is totally dependent upon the offering proceeds for
the ability to conduct its business operations. 

     At this time, no assurances can be given with respect to the
length of time after commencement that it will be necessary to
fund operations from proceeds of this offering.  Management
believes that the proceeds of this offering will be sufficient to
cover the operating expenses of the Company for six months to a
year after commencement of operations, during which time
managment is hopeful that the company will begin generating
sufficient revenues from sales and operations to thereafter cover
ongoing expenses.  However, there is absolutely no assurance of
this, and if the Company is unable to generate sufficient
revenues from operations to cover expenses within such time
frame, it may have to seek additional debt or equity financing
for which it has no commitments.  In the event such funding is
not available on acceptable terms, the Company may have to reduce
or discontinue operations.  In the event the business is
unsuccessful, there is no assurance the Company could become
involved in any other business venture.  The Company presently
has no plans, commitments or arrangements with respect to any
other proposed business venture.  

<PAGE>
                   PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities and Use of Proceeds

     (a)  None.

     (b)  None.

     (c)  See Part I, Item 1 (financial statements) and Item 2
          (management's discussion) for financial information and
          a narrative discussion regarding use of proceeds.

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
<PAGE>
                            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.

                              Durwood, Inc.



Date:  August 18, 1998   by:   /s/ Darren Heiselt       
                                   Darren Heiselt, President