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 SEPTEMBER 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 South, 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 September 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

                                                  September 30,  December 31,
                                                     1998            1997
                                                  ___________    ___________
CURRENT ASSETS:
       Cash in bank                              $      3,372       $  996
                                                  ___________    ___________


                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts payable                                    15           850

       Payable to related party                        36,575        30,898
                                                  ___________   ___________

        Total Liabilities                              36,590        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(99,320)    (96,854)
                                                  ___________   ___________

        Total Stockholders' Equity                   (33,218)      (30,752)
                                                  ___________   ___________

        Total Liabilities and Stockholders' Equity   $  3,372    $      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 Nine  From Inception
                                Months Ended     Months Ended  on March 28,
                                September 30,    September 30, 1988 Through
                 _____________________________________________September 30,
                                 1998    1997    1998    1997      1998
                          __________________________________________________

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


EXPENSES:
       General and adminsitrative 560     564   1,715   2,611    33,386
       Amortization                 -       -       -       -     2,136
       Professional fees                    -       -     750     2,403
       65,669
                          _____________________________________________
        Total Expenses            560     564   2,465   5,014   101,191
                          _____________________________________________

LOSS BEFORE INCOME TAXES        (560)    (564)(2,465) (5,014)  (98,720)


INCOME TAXES CURRENT                -       -   (100)   (100)     (600)
                          _____________________________________________
NET LOSS                 $      (560)   $(564) $(2,565)$(5,114)$(99,320)
                          _____________________________________________


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 Nine     From Inception
                                              Months Ended      on March 28,
                                              September 30,     1988 Through
                                  _____________________________ September 30,
                                              1998      1997        1998
                                        ____________________________________
CASH FLOWS TO OPERATING ACTIVITIES:
       Net income (loss)                    $(2,465) $(5,114)   $(99,320)
                                        ____________________________________
       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                   (751)         -      10,031
          Income taxes payable                (85)       100         116
                                        ____________________________________
                                             (836)       100      10,146
                                        ____________________________________
           Net Cash Flows to Operating Activities (3,301)(5,014) (89,173)
                                        ____________________________________
CASH FLOWS TO INVESTING ACTIVITIES:
       Proceeds (to) from related entity     5,677     2,215      26,443
                                        ____________________________________
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
       Proceeds from common stock issuance       -     3,500      93,000
       Costs of issuing stock                    -         -     (26,897)
                                        ____________________________________
           Net Cash Flows from (to) Financing
             Activities                          -     3,500 66,102
                                        ____________________________________
NET INCREASE (DECREASE) IN CASH              2,376       701       3,372

CASH AT BEGINNING OF PERIOD                    996       310           -
                                        ____________________________________
CASH AT END OF PERIOD                       $3,372   $ 1,011       $3,372
                                        ____________________________________




              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 September 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
  September 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 nine month
  periods ended September 30, 1998 and 1997, the Company incurred
  expenses under the agreement of $300 and $900.  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 September 30, 1998 the
  Company owed to the individual $13,432.

  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 September 30, 1998, the Company owed $19,143.

  During May and August 1998 the controlling shareholder advanced
  $4,000 to the Company to provide the necessary funds for certain
  administative expenses.  The loan is non-interest bearing and is
  due on demand.  The officer has agreed to accept unregistered
  common stock issued at par value ($.001) as repayment for the
  advance.  The Company currently has only 50,000,000 shares
  authorized and cannot issue another 4,000,000 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 commmon 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 September 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 September 30, 1998 and 1997 the Company's assets consisted of
  cash in the amounts of $3,372 and $1,011 respectively, from the
  issuance of common stock, from advances from the Company's former
  parent corporation and controlling shareholder, and from proceeds
  from private placements of 43,000,000 shares of common stock for
  $43,000.  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 Date:           June  1, 1999
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                         June  1, 1999
________________________________          Date:___________________
David N. Nemelka
President