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 JUNE 30, 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) 377-1758


  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 June 30, 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

                                                 June 30,   December 31,
                                                   1998          1997
                                                ______________________
CURRENT ASSETS:
  Cash in bank                                  $  2,373       $   996
                                                    __________________

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                    15           850

  Payable to related party                        35,015        30,898
                                                    __________________
   Total Liabilities                              35,781        31,748
                                                    __________________

STOCKHOLDERS' EQUITY:
  Preferred stock                                     -            -
  Common stock48,000                              48,000
  Capital in excess of par value                  18,102        18,102
  Deficit accumulated during the development stage(98,759)    (96,854)
                                                   __________________
   Total Stockholders' Equity                   (32,657)      (30,752)
                                                   __________________
   Total Liabilities and Stockholders' Equity   $  2,373    $      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   For the Six  From Inception
                           Months Ended   Months Ended   on March 28,
                             June 30,       June 30,     1988 Through
              _____________________________________________June 30,
                            1998  1997     1998    1997      1998
                __________________________________________________

REVENUE:
  Interest income           $  -  $    -  $    -  $    -    $2,471
                     __________________ __________________________


EXPENSES:
  General and adminsitrative 571     582   1,133   1,831    32,816
  Amortization                 -       -       -       -     2,136
  Professional fees          760       -     760       -    65,678
                     _____________________________________________
   Total Expenses          1,331     582   1,905   1,831   100,630
                     _____________________________________________

LOSS BEFORE INCOME TAXES (1,331)    (582)(1,905) (1,831)  (98,159)


INCOME TAXES CURRENT           -    (100)      -   (100)     (600)
                    _____________________________________________
NET LOSS            $    (1,331) $(682)  $(1,905)$(1,931)$(98,759)
                    _____________________________________________


LOSS PER SHARE          $ (.00)$  (.00)$  (.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 Six      From Inception
                                          Months Ended      on March 28,
                                             June 30,       1988 Through
                                _____________________________ June 30,
                                         1998       1997        1998
                                  ____________________________________
CASH FLOWS TO OPERATING ACTIVITIES:
  Net income (loss)                    $(1,905)  (4,550)   $  (98,759)
                                  ____________________________________
  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                   (835)     2,763             15
     Income taxes payable                   -       100              -
                                  ____________________________________
                                        (835)     2,863             15
                                  ____________________________________
      Net Cash Flows to Operating Activities (2,740)(1,687)    (98,744)
                                  ____________________________________
CASH FLOWS TO INVESTING ACTIVITIES:
  Related Party payable                 4,117     1,656         35,015
                                  ____________________________________
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Proceeds from common stock issuance       -     3,500         93,000
  Costs of issuing stock                    -         -        (26,899)
                                  ____________________________________
      Net Cash Flows from (to) Financing
        Activities                          -     3,500         66,102
                                  ____________________________________
NET INCREASE (DECREASE) IN CASH         1,377     3,469          2,373

CASH AT BEGINNING OF PERIOD               996       310              -
                                  ____________________________________
CASH AT END OF PERIOD                  $2,373   $ 3,779         $2,373
                                  ____________________________________


THE COMPANY HAS NOT PAID ANY AMOUNTS FOR INTEREST OR INCOME TAXES DURING THE
                          PERIODS ENDED JUNE
                          30, 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 June 30, 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 June
  30, 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 and six month
  periods ended June 30, 1998 and 1997, the Company incurred
  expenses under the agreement of $300 and $600.  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 June 30,
  1998 the Company owed to the individual $13,132.

  Starting in July 1994, the Company agreed to pay interest expense
  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.  During
  February, 1997, the officer advanced $538 through payment of
  certain overdue payables of the Company. The Company has
  continued to accrue interest and at June 30, 1998, the Company
  owed $18,884.

  During May, 1998 a controlling shareholder of the Company
  advanced $3,000 to provide the necessary funds for certain
  administrative expenses.  The loan is non-interest bearing and is
  due on demand.  The officer has agreed to accept unregistered
  common stock issued at par value ($.001) as repayment for the
  advance.  The Company currently has only 50,000,000 shares
  authorized and cannot issue another 3,000,000 shares until the
  capital structure of the Company has been changed to allow for
  the issuance.  The Company is considering accomplishing the
  change either through amending the articles of incorporation to
  allow for over 50,000,000 shares or through a reverse split of
  the outstanding common stock.


                         CAPITAL GROWTH, INC.
                    [A Development Stage Company]

          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

  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, 1995
  and 1996, and the period ended June 30, 1997, 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.



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 filed 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 1993 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 June 30, 1998 and 1997 the Company's assets consisted of cash
  in the amount of $2,373 and $3,779 respectively, from the
  issuance of common stock, from advances from the Company's former
  parent corporation and proceeds from private placements of
  43,000,000 shares of common stock for $43,000 and advances in the
  amount of $3,000 from the controlling shareholder.  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