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:  September 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
September 30, 1998:  1,103,500
<PAGE>
                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

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


                                ASSETS

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

 Cash                                             $     1,891  $   18,068
                                                   ----------   ---------
  Total Current Assets                                  1,891      18,068
                                                   ----------   ---------
OTHER ASSETS

 Inventory                                              1,000       1,000
 Property and equipment (net) (Note 2)                  4,170       4,986
                                                   ----------   ---------
  Total Other Assets                                    5,170       5,986
                                                   ----------   ---------
  TOTAL ASSETS                                    $     7,061  $   24,054
                                                   ==========   =========
                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                 $       414  $       - 
                                                   ----------   ---------
  Total Current Liabilities                               414          - 
                                                   ----------   ---------
  TOTAL LIABILITIES                                            

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     (42,991)    (25,584)
                                                   ----------   ---------
  Total Stockholders' Equity                            6,647      24,054
                                                   ----------   ---------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $     7,061  $   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 12,1996
                         Three Months Ended  Nine Months Ended  Through 
                           September 30,      September 30,   September 30,
                          1998      1997      1998    1997         1998
                          -------   -------   -------   -------   ---------
REVENUES                 $    800  $     -   $ 3,280   $    -    $    3,280

EXPENSES                    3,602    14,227    20,687    22,731      46,271
                          -------   -------   -------   -------   ---------
NET LOSS                 $ (2,802) $(14,227) $(17,407) $(22,731) $  (42,991)
                          =======   =======   =======   =======   =========
BASIC NET LOSS PER SHARE
 OF COMMON STOCK         $  (0.00) $  (0.00) $ (0.00)  $  (0.00)
                          =======   =======   =======   =========
BASIC 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


                                                                       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 nine months
 ended September 30,1998(unaudited)       -          -          -     (17,407)
                                    ---------   -------   -------    --------
Balance,September30,1998(unaudited) 1,103,500  $  1,104  $ 48,534   $ (42,991)
                                    =========   =======   =======    --------

The accompanying notes are an integral part of these financial statements


<PAGE>
                                DURWOOD, INC.
                        (A Development Stage Company)
                          Statements of Cash Flows
                                 (Unaudited)
                                                                  From
                                                                 Inception on
                                   For the           For the     July 12,1996
                             Three Months Ended  Nine Months Ended  Through 
                               September 30,       September 30,  September 30,
                               1998      1997      1998      1997      1998
                              -------   -------   -------   -------   --------
CASH FLOWS FROM OPERATING ACTIVITIES

 Income(loss) from operations $(2,802) $(14,227) $(17,407) $(22,731) $(42,991)
 Adjustments to reconcile net
  income to net cash provided 
  by operating activities:
   Depreciation                   272        -        816        -      1,269
   Increase in accounts payable (3,663)  (3,375)      414     1,366       414
   Increase in tax payable         -         -         -        619        - 
   Increase in inventory           -         -         -         -     (1,000)
                               -------  -------   -------   -------   --------
 Net Cash Used by
  Operating Activities          (6,193) (17,602)  (16,177)  (20,746)  (42,308)
                               -------  -------   -------   -------   --------
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                   -         -         -    (12,112)  (12,112)
 Common stock issued for cash      -         -         -     51,750    61,750 
                               -------  -------   -------   -------   --------
Net Cash Provided by
  Financing Activities             -         -         -     39,638    49,638
                               -------  -------   -------   -------   --------
NET INCREASE IN CASH AND
 CASH EQUIVALENTS               (6,193) (17,602)  (16,177)   18,892     1,891

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD          8,084   39,744    18,068     3,250         - 
                               -------  -------   -------   -------   --------
CASH AND CASH EQUIVALENTS
 AT END OF PERIOD             $  1,891  $22,142  $  1,891  $ 22,142   $  1,891
                               =======  =======   =======   =======   ========
Cash Paid For:

  Interest               $     -   $     -   $    -   $    -    $      - 
  Income taxes           $     -   $     -   $    -   $    -    $      - 


The accompanying notes are an integral part of these financial statements


<PAGE>
                            DURWOOD, INC.
                    (A Development Stage Company)
                  Notes to the Financial Statements
               September 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. Basic Loss Per Share

       The computations of basic 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 September 30, 1998, the Company has
       a loss carryover of approximately $43,000 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
               September 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 September 30, 1998 and December 31, 1997 is
       summarized as follows:
                                                              
                                       September 30,  December 31,
                                           1998           1997   

       Equipment                        $    5,439  $    5,439

       Less accumulated depreciation        (1,269)       (453)

        Total Property and Equipment    $    4,170  $    4,986

       Depreciation expense for the nine months ended September 30, 1998 and
       for the year ended December 31, 1997  was $815 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.  Upon
inception, the Company commenced 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 then began using the
net proceeds from the offering to provide working capital for the
commencement of operations. Proceeds were initially used 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 Company has not yet
generated significant revenues from operations and is considered
a development stage company. 

     Management's plan of operation for the next twelve months is
to continue using the net proceeds and any revenues generated
from operations to 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 revenues
generated from operations, and the Company is 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 at least 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:  November 9, 1998      by:   /s/ Darren Heiselt      
                                   Darren Heiselt, President