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 June 30, 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: 7/22/98                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: 7/22/98                By:      ///SIGNED///
                                   Stephan R. Levy
                                   Treasurer


<PAGE>


                      CENTRAL OIL CORPORATION










                   FORM 10-QSB QUARTERLY REPORT

                           JUNE 30, 1998

































<PAGE>

                      Janet Loss, C.P.A, P.C.
                    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
  June 30, 1998 and December 31, 1997............1

Condensed Statements of Operations
  for the three and six months ended
  June 30, 1998 and 1997.........................2

Statement of Stockholders' Equity (Deficit)
  for the six months ended
  June 30, 1998 .................................3

Condensed Statements of Cash Flows
  for the three and six months ended
  June 30, 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

                           June 30,  December, 31
                             1998         1997
<S>                           <C>         <C>
                              ASSETS
CURRENT ASSETS:

  Cash in Checking            $330         $5,435

OTHER ASSETS:

  Deferred Offering
    Costs                    7,501          4,057

TOTAL ASSETS                $7,831          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)               (8,669)        (7,008)

TOTAL STOCKHOLDERS'
EQUITY                       7,831          9,492

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY        $7,831          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 six
                                 months ended                  months ended
                                    JUNE 30,                      JUNE 30,
<S>                       <C>           <C>             <C>          <C>    
                                 1998      1997                1998     1997

  Sales, net                  $0              $0

OPERATING EXPENSES:

  Accounting                 250               0           $250           0
  Advertising                232               0            232           0
  Bank charges                21               0             23           0
  Transfer and
    filing fees              441               0          1,156           0

Total Operating
Expenses:                    944               0          1,661           0

  NET INCOME (LOSS)
    PER SHARE              $(944)             $0        $(1,661)         $0

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

Weighted average
  number of shares
  outstanding         10,021,000      10,000,000     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 six months ended June 30, 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 six
months ended
June 30, 1998                                             (1,661)      (1,661)

Balance,
June 30,
1998                10,021,000    $6,002   $10,498        (8,669)        $7,831

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

                CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)


                           For the six       For the six
                           months ended      months ended
                           JUNE 30, 1998     JUNE 30, 1997
<S>                        <C>                <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:

  Net Income (Loss)         $(1,661)           $    0

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

  Net cash provided (Used) by
  Operating activities       (1,661)                 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       (5,105)                 0

CASH, BEGINNING OF THE
PERIOD                        5,435                  0

CASH, END OF THE PERIOD        $330             $    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  six
months  ended  June 30, 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.