SECURITIES & EXCHANGE COMMISSION
                          Washington, D.C. 20549

                            FORM 1O-QSB

(X)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended March 31, 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 No.0-23123

                         CENTRAL OIL CORPORATION.
          (Exact name of Registrant as specified in its charter)

             COLORADO                             74-1383447

          (State or other                    (IRS Employer File Number)
          jurisdiction of
          incorporation)



                6000 East Evans Ave., Bldg #1
                        SUITE 22, DENVER, CO                  80222
          (Address of principal executive offices)          (zip code)



                         (303) 759-3053
       (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) had 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

The number of shares outstanding of Registrant's common stock, par value $
 .0001 per share, as of May 1, 1998 were 10,021,000 common shares.

<PAGE>
                  PART 1 - FINANCIAL INFORMATION

ITEM I.   Financial Statements
          See attached financial statements

ITEM 2.   Managements  Discussion  and  Analysis of Financial Condition and
          Results of Operations
          Results of Operations

     The Company has generated no substantial  revenues from its operations
in recent years and has been a development stage  company since 1993. Since
the Company has not generated revenues and has not  been  in  a  profitable
position, it operates with minimal overhead. The Company's primary activity
will  be  to  The  Company  plans to search for and to acquire oil and  gas
leases for its own account for the foreseeable future will be to search for
and to acquire oil and gas leases  for  its own account and for the account
of its clients. No leases or clients have  been identified at this time. It
is the Company's intention to develop oil and  gas  lease projects in which
the Company can act either as the drilling operator for  an  investor group
or  as a broker of leases for a lessor and for the account of its  clients.
As of  the  end  of  the  reporting  period,  the  Company has concluded no
acquisitions and has spoken with no potential candidates.

Liquidity and Capital Resources

     As  of the end of the reporting period, the Company  had  no  material
cash or cash  equivalents.  There  was  no  significant  change  in working
capital during this fiscal year.

     Management  feels  that the Company has inadequate working capital  to
pursue any business opportunities other than seeking leases for acquisition
and  partnership with third  parties.  The  Company  will  have  negligible
capital  requirements  prior  to  the consummation of any such acquisition.
The Company does not intend to pay dividends in the foreseeable future.

                    PART II- OTHER INFORMATION

ITEM 1.   Legal Proceedings

     No legal proceedings of a material  nature  to  which the Company is a
party were pending during the reporting period, and the Company knows of no
legal proceedings of a material nature pending or threatened  or  judgments
entered  against any director or officer of the Company in his capacity  as
such.

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
<PAGE>


ITEM 5.   Other Information. None.

ITEM 6.   Exhibits and Reports on Form 8-K.

     No exhibits as set forth in Regulation S-K are considered necessary in
this lO-QSB  filing.  No  reports   on  Form  8-K were filed as of the most
recent fiscal quarter.

<PAGE>


                            SIGNATURES

In  accordance  with Section 12 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.


                              CENTRAL OIL CORPORATION




Dated: 5/15/98                By:      ///SIGNED///
                                   Charles L. Mattis
                                   President and Chief Executive Officer



     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 dates indicated.


                              CHIEF FINANCIAL AND ACCOUNTING
                                         OFFICER





Dated: 5/15/98                By:      ///SIGNED///
                                   Stephan R. Levy
                                   Treasurer
<PAGE>
              CENTRAL OIL CORPORATION










           FORM 10-QSB QUARTERLY REPORT

                  MARCH 31, 1998



































              Janet Loss, C.P.A, P.C.
<PAGE>

            Certified Public Accountant
        3525 South Tamarac Drive, Suite 120
              Denver, Colorado  80237

              CENTRAL OIL CORPORATION

       INDEX TO FORM 10-QSB QUARTERLY REPORT


                 TABLE OF CONTENTS

   PART I - FINANCIAL STATEMENTS

ITEM                                             PAGE

Condensed Balance Sheets as of
  March 31, 1998 and December 31, 1997.........1

Condensed Statements of Operations
  for the three months ended
  March 31, 1998 and 1997......................2

Statement of Stockholders' Equity (Deficit)
  for the three months ended
  March 31, 1998...............................3

Condensed Statements of Cash Flows
  for the three months ended
  March 31, 1998 and 1997......................4

Notes to Condensed Financial Statements....... 5

Item 2 - Management's Discussion and
  Analysis or Plan of Operation................6

   Part II - Other Information

Exhibits and Reports on Form 8-K

   (A)  Exhibits - None

   (B)  Reports on Form 8-K
<PAGE>
<TABLE>
<CAPTION>
              CENTRAL OIL CORPORATION
             CONDENSED BALANCE SHEETS

                         March 31,
                           1998      December 31,
                       (UNAUDITED)     1997
<S>                      <C>            <C>
                      ASSETS
CURRENT ASSETS:

  Cash in Checking        $1,273         $5,435

OTHER ASSETS:

  Deferred Offering
    Costs                  7,501          4,057

TOTAL ASSETS              $8,774          9,492

       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:      $    0          $   0

STOCKHOLDERS' EQUITY:

  Preferred stock, no par
    value, 10,000,000
    shares issued,
    none issued                0              0

  Common stock, $.0001
    par value, 100,000,000
    shares authorized,
    10,021,000 and
    10,000,000 shares
    issued and outstanding 6,002          6,002

  Additional Paid-In-
    Capital               10,498         10,498

  Retained Earnings
    (Deficit)             (7,726)        (7,008)

TOTAL STOCKHOLDERS'
EQUITY                     8,774          9,492

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY      $8,774          9,492
</TABLE>
"See notes to condensed financial statements."
<PAGE>

<TABLE>
<CAPTION>
                   CENTRAL OIL CORPORATION

       CONDENSED STATEMENTS OF OPERATIONS (Unaudited)


                        For the three     For the three
                        months ended      months ended
                        MARCH 31, 1998    MARCH 31, 1997
<S>                      <C>              <C>

  Sales, net             $     0           $     0

OPERATING EXPENSES:

  Bank charges                 2                 0
  Transfer and filing fees   716                 0

Total Operating Expenses:    718                 0

  NET INCOME (LOSS) PER
    SHARE                $  (718)           $    0

  NET INCOME (LOSS) PER
    SHARE OF COMMON STOCK $     *           $    *

Weighted average number of
  shares outstanding  10,021,000        10,000,000

*  less than $.01 per share
</TABLE>
"See notes to condensed financial statements."
<PAGE>
<TABLE>
<CAPTION>
                           CENTRAL OIL CORPORATION

                 STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
                  For the three months ended March 31, 1998



            Common stock   Common    Additional           Stockholders'
             Number of      stock     Paid-In-               Equity        
            SHARES         AMOUNT      CAPITAL    (DEFICIT)  (DEFICIT)
<S>          <C>           <C>      <C>          <C>           <C>
Balance,
January 1,
1998         10,021,000    $6,002   $10,498       $(7,008)      $9,492

Net (Loss)
for the three
months ended
March 31, 1998                                     (718)         (718)

Balance,
March 31,
1998          10,021,000    $6,002   $10,498       (7,726)       8,774

</TABLE>
"See notes to condensed financial statements."
<PAGE>
<TABLE>
<CAPTION>
                   CENTRAL OIL CORPORATION

       CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

                        For the three     For the three
                        months ended      months ended
                        MARCH 31, 1998    MARCH 31, 1997
<S>                       <C>               <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:

  Net Income (Loss)        $(718)           $     0

Adjustments to reconcile
  net loss to net cash
  used in operating
  activities                    0                 0

  Net cash provided (Used) by
  Operating activities      (718)                 0

CASH FLOWS FROM (TO)
FINANCING ACTIVITIES:

  Deferred offering costs (3,444)                 0

  Net cash (used) by

  financing activities    (3,444)                 0

  Net decrease in cash    (4,162)                 0

CASH, BEGINNING OF THE
PERIOD                     5,435                  0

CASH, END OF THE PERIOD   $1,273             $    0
</TABLE>
"See notes to condensed financial statements."
<PAGE>
                   CENTRAL OIL CORPORATION

     NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)


NOTE A - BASIS OF PRESENTATION

The   accompanying  unaudited  financial  statements  have  been
prepared   in  accordance  with  generally  accepted  accounting
principles  for  interim  financial  information  and  with  the
instructions  to  Form  10-QSB and Regulation S-B.  Accordingly,
they  do  not  include  all of  the  information  and  footnotes
required  by  generally  accepted   accounting   principles  for
complete  financial  statements.   The  accompanying  statements
should  be  read  in  conjunction  with  the  audited  financial
statements included in the Company's 1997 Annual Report  on Form
10-KSB.    In   the   opinion  of  management,  all  adjustments
(consisting  only  of  normal   recurring  accruals)  considered
necessary  in  order  to  make  the  financial   statements  not
misleading, have been included.  Operating results for the three
months  ended  March 31, 1998 are not necessarily indicative  of
the results that  may  be  expected  for  the full calendar year
ended December 31, 1998.  The financial statements are presented
on the accrual basis.