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 QUARTER ENDED MARCH 31, 1998

                                  OR

   [  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934
                  Commission file number 33-24138-D
                        _____________________


                         CAPITAL GROWTH, INC.
     (NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

             Nevada                            87-0463772
  (State of other jurisdiction of            (I.R.S. employer
  incorporation or organization)            identification No.)


             55 West 200 North, Provo, Utah 84601
               (Address of principal executive offices)


   Registrant's telephone no., including area code: (801) 533-2727


  10 West 100 South, Suite 450, Salt Lake City, Utah 84101
   Former name, former address, and former fiscal year, if changed
                          since last report.

Securities registered pursuant to Section 12(b) of the Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:  None


Check whether the Issuer (1) has 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 ___.

Common Stock outstanding at March 31, 1998 - 48,000,000 shares of $.001 par
value  Common Stock.

NOTE:  Page 1 of 9 sequentially numbered pages.


PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements

                         CAPITAL GROWTH, INC.
                    [A Development Stage Company]

                       CONDENSED BALANCE SHEETS
                             [Unaudited]

                                ASSETS

                                               March 31,    December 31,
                                                 1998           1997
                                              ___________   ___________
CURRENT ASSETS:
  Cash in bank                                  $    896       $   996
                                                    __________________

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                   765           850

  Payable to related party                        31,457        30,898
                                                    __________________
   Total Liabilities                              32,222        31,748
                                                    __________________

STOCKHOLDERS' EQUITY:
  Preferred stock                                     -            -
  Common stock                                    48,000        48,000
  Capital in excess of par value                  18,102        18,102
  Deficit accumulated during the development stage(97,428)    (96,854)
                                                   __________________
   Total Stockholders' Equity                   (31,326)      (30,752)
                                                   __________________
   Total Liabilities and Stockholders' Equity   $    896    $      996
                                                 _________   _________

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

NOTE:  The balance sheet at December 31, 1997 has been taken from the
              audited financial statements at that date.


                         CAPITAL GROWTH, INC.
                    [A Development Stage Company]

                       STATEMENTS OF OPERATIONS

                             [Unaudited]



                                  For the Three        From Inception
                                  Months Ended          on March 28,
                                    March 31,           1988 Through
                              __________________________ March 31,
                                   1998        1997        1998
                                __________ ___________ ___________
REVENUE:
  Interest income                  $     -   $       -   $  2,471
                                __________ ___________ ___________
EXPENSES:
  Amortization of organization costs     -           -      2,136
  Administrative Expenses and Interest 574       1,489     32,245
  Professional fees                      -       2,006     64,918
                                __________ ___________ ___________
     Total Expenses                    574       3,495     99,299
                                __________ ___________ ___________

LOSS BEFORE INCOME TAXES             (574)     (3,495)    (96,827)

INCOME TAXES CURRENT                     -           -       (600)
                                __________ ___________ ___________

NET LOSS                             (574)     (3,495)    (97,428)
                                __________ ___________ ___________

LOSS PER SHARE                    $   (.00) $    (.00)  $    (.01)
                                __________ ___________ ___________
















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


                         CAPITAL GROWTH, INC.
                    [A Development Stage Company]

                       STATEMENTS OF CASH FLOWS

                             [Unaudited]




                                      For the Three      From Inception
                                       Months Ended       on March 28,
                                         March 31,        1988 Through
                                ____________________________March 31,
                                       1998      1997        1998
                                   _________________________________
CASH FLOWS TO OPERATING ACTIVITIES:
  Net income (loss)                   $ (574)  $(3,495)   $(97,428)
                                   _________________________________
  Adjustments to reconcile net income to
    net cash used by operating activities:
   Amortization expense                     -         -      2,136
   Increase in organization costs           -         -     (2,136)

   Changes in assets and liabilities:
     Accounts payable                    (85)     2,307     10,697
     Income taxes payable                   -         -        200
                                   _________________________________
                                         (85)     2,307     10,897
                                   _________________________________
      Net Cash Flows to Operating Activities (659) (1,188) (86,531)
                                   _________________________________
CASH FLOWS TO INVESTING ACTIVITIES
  Related Party Payable                   559     1,157     21,325
                                   _________________________________
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Proceeds from common stock issuance       -     3,500     93,000
  Costs of issuing stock                    -         -    (26,898)
                                   _________________________________
      Net Cash Flows from (to) Financing
        Activities                          -     3,500     66,102
                                   _________________________________
NET INCREASE (DECREASE) IN CASH         (100)     3,469        896

CASH AT BEGINNING OF PERIOD               996       310          -
                                   _________________________________
CASH AT END OF PERIOD                 $   896  $  3,779   $896
                                   _________________________________
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

  The Company has not paid any amounts for interest or income taxes during the
periods ended March 31, 1998 and 1997.

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



                         CAPITAL GROWTH, INC.
                    [A Development Stage Company]

          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

  The accompanying financial statements have been prepared by the
  Company without audit.  In the opinion of management, all
  adjustments (which include only normal recurring adjustments)
  necessary to present fairly the financial position, results of
  operations and cash flows at March 31, 1998 and 1997, and for all
  periods presented have been made.

  Certain information and footnote disclosures normally included in
  financial statements prepared in accordance with generally
  accepted accounting principles have been condensed or omitted.
  It is suggested that these condensed financial statements be read
  in conjunction with the financial statements and notes thereto
  included in the Company's December 31, 1997 audited financial
  statements.  The results of operations for the period ended March
  31, 1998 and 1997, are not necessarily indicative of the
  operating results for the full year.

NOTE 2 - RELATED PARTY TRANSACTIONS

  Commencing January 1, 1996, the Company agreed to pay $100 per
  month to a shareholder, officer and director of the Company for
  accounting and office expenses.  For the three months ended March
  31, 1998 and 1997, the Company incurred expenses under the
  agreement of $300.  At January 1, 1996, the Company owed $10,132
  to an accounting firm whose managing partner was an officer and
  director of the company.  On January 1, 1996, the officer
  terminated his employment with the accounting firm and at the
  time of termination the firm agreed to transfer the outstanding
  obligation to the officer.  At March 31, 1998, the Company owed
  $12,832 to the individual.

  Starting in July 1994, the Company agreed to pay interest expense
  at 6% to its former parent company, Data Growth, Inc.  The loans,
  on which interest was charged, were advanced to the Company by
  its former parent during the years 1990 through 1993.  On
  September 17, 1996, the amount owing to the former parent was
  transferred to an officer, director and shareholder of the
  Company.  Also, on February 27, 1997, the officer advanced $598
  to pay certain administrative fees of the Company. At March 31,
  1998, the Company owed 18,625 to the individual.

  During March, 1993 the Company issued 35,000,000 restricted
  shares of its common stock ($.001 par value) upon payment of
  $35,000 by certain persons who would then have absolute voting
  control of the Company.  During the years ended December 31, 1996
  and 1997, and the period ended March 31, 1998, the same
  shareholders purchased an additional 8,000,000 shares of common
  stock at par value for $8,000.

  During March, 1993, an officer, director and principal
  shareholder of the Company granted an option wherein the optionee
  has the right to purchase 1,000,000 shares of the Company's
  common stock currently owned by the officer within seven years of
  the grant of option or within two years of the closing of an
  acquisition by the Company.


                         CAPITAL GROWTH, INC.
                    [A Development Stage Company]

NOTE 3 - PUBLIC OFFERING OF COMMON STOCK

  The initial issuance of the Company's common stock occurred in
  August, 1988. Such shares are a component of 5,000,000 units
  issued.  Each unit consists of one (1) share of the
  aforementioned common stock and two (2) warrants to purchase
  shares of common stock.  Initially, each class "A" warrant
  entitled the holder thereof to purchase one share of common stock
  at a price of $.20 per share during the period up to and
  including March 31, 1990.  Each class "B" warrant entitles the
  holder thereof to purchase one share of common stock at a price
  of $.30 per share during the period up to and including March 31,
  1990.  This period has been extended by the Board of Directors
  for both "A" and "B" warrants to December 31, 1998.

  The Company has prepared a registration statement through which
  it registered, for distribution to the shareholders of the parent
  corporation, Data Growth, Inc., 4,600,640 of the aforementioned
  units of common stock and warrants.  The Company registered the
  units on Form S-18 in accordance with the Securities Act of 1933.
  Such registration became effective on December 15, 1988.  Costs
  of the public offering, amounting to $26,898 have been charged
  against capital in excess of par value.



                         CAPITAL GROWTH, INC.
                    [A Development Stage Company]

PART I FINANCIAL INFORMATION

      ITEM 2  Management's Discussion and Analysis of Financial
      Condition and Results of Operations.

  The Company was incorporated March 28, 1988 for the purpose of
  investing in any and all types of assets, properties, and
  businesses.  The Company has completed a public stock
  distribution on behalf of its sole shareholder, Data Growth, Inc.
  with 4,600,460 shares being distributed to the shareholders of
  Data Growth, Inc.  Distribution expenses of $26,898 were offset
  against the amount paid by Data Growth, Inc. for the stock.  The
  distribution was registered on Form S-18 with the Securities and
  Exchange Commission.  The Company's only business activity, to
  date, has been its formation, the registration of its securities
  and the preliminary investigation of potential investments and
  acquisitions.  During March 1994, the Company issued 35,000,000
  shares of common stock for $35,000 ($.001 per share).  The
  persons who purchased the stock also acquired absolute voting
  control of the Company. During the years ended December 31,
  1995,1996 and 1997 additional shares of stock were purchased by
  the same persons at par value for $2,000, $2,500 and $3,500,
  respectively.

       Liquidity and Capital Resources

  At March 31, 1998 and 1997 the Company's assets consisted of cash
  in the amounts of $896 and $3,779, respectively, from the
  issuance of 8,000,000shares of common stock, at par value, to the
  controlling shareholder of the Company; from advances made by the
  Company's former parent corporation and proceeds from a private
  placement of 35,000,000 shares of common stock for $35,000.  The
  Company has no other resources.  At present, the Company is
  engaged in the search for potential investments or acquisitions
  of private companies.  Management believes that any acquisition
  will be made by issuing shares of the Company's unissued common
  stock.  The Company's liquidity, capital resources and financial
  statements will be significantly different subsequent to the
  consummation of any acquisition.

            Results of Operations

  The Company's only operation to date has been the preliminary
  investigation of potential acquisitions.



                         CAPITAL GROWTH, INC.
                    [A Development Stage Company]



PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

  None

ITEM 2 Changes in Securities

  None

ITEM 3 Defaults on Senior Securities

  None

ITEM 4 Submission of Matters to a Vote of Security Holders

  None

ITEM 5 Other Matters

  None

ITEM 6 Exhibits and Reports on Form 8-K

  (a) Exhibits

   None

  (b) 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.

CAPITAL GROWTH, INC.


  /s/ David N. Nemelka                          June  1, 1999
________________________________          Date:___________________
David N. Nemelka
President







                              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.

CAPITAL GROWTH, INC.



  /s/ David N. Nemelka               Date:     June  1, 1999
David N. Nemelka
President