U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                  FORM 10-KSB
(Mark One)
XX   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 
     For the fiscal year ended December 31, 1998

     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934
     For the transition period from          to                                

     Commission file number 0-1008

                                 M CORP                                   
                (Name of small business issuer in its charter)
                 
             Montana                                                           
(State or other jurisdiction of 
incorporation or organization)        

             81-0268769
(I.R.S. Employer Identification Number)

110 Second Street South, Great Falls, Montana      59405                   
  (Address of principal executive offices)       (Zip Code)

Issuer's telephone number (406) 727-2600                                    
     
Securities registered under Section 12(b) of the Exchange Act: None
           
Securities registered under Section 12(g) of the Exchange Act: 
           Common Stock $1.00 Par Value
                (Title of class)
     
Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 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 XX     No     

Check if disclosure of delinquent filers in response to Item 405 of 
Regulation S-B is not contained in this form, and no disclosure will be 
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this 
Form 10-KSB or any amendment to this Form 10-KSB.               

State issuer's revenues for its most recent fiscal year $4,987,838.  

State the aggregate market value of the voting and non-voting common equity 
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as
of a specified date within the past 60 days. (See definition of affiliate in 
Rule 12b-2 of the Exchange Act). As of February 26, 1999, 108,232 shares held
by nonaffiliates were outstanding. The registrant's stock is not traded on any 
securities exchange. To registrant's knowledge, neither bid nor asked 
quotations for registrant's stock have appeared in any established quotation
system during the past sixty business days. To registrant's knowledge, 
neither bid nor asked quotations for registrant's stock are reported in any 
newspapers nor are records kept of any quotations by the National Quotation 
Bureau, Inc. There exists no public market for registrant's stock.
 
    
                  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes 
of common equity, as of the latest practicable date.

1,567,259 shares $1.00 value common stock are outstanding as of February 
26, 1999.
    
                      DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe 
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) 
into which the documents are incorporated: (1) any annual report to security 
holders: (2) any proxy or information statement; and (3) any prospectus 
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 
("Securities Act"). The listed documents should be clearly described for 
identification. 

             DOCUMENTS                           FORM 10-KSB REFERENCE     
     
     Annual Report to Shareholders for           Part I,   Items 1 and 2
     the year ended December 31, 1998.           Part II,  Items 5, 6 and 7
                                                 Part III, Item 12
                                                 Part IV, Item 13
     
     
Transitional Small Business Disclosure Format (check one): Yes   ; No X .
     
<PAGE>
                                  M CORP
     
                                  PART I
     
     
ITEM 1.  DESCRIPTION OF BUSINESS
     
A description of the Company's business is set forth on Page 1 and in Notes 
2 and 14 (Pages 12 and 19, respectively) of the Notes to Consolidated 
Financial Statements in Exhibit 13, the Annual Report to Shareholders for the
year ended December 31, 1998 which description is incorporated herein by 
reference.
     
The Company has no foreign operations.
     
ITEM 2.  DESCRIPTION OF PROPERTY
     
A description of the Company's properties is set forth on Page 1 and in Note
13 (Page 18) of the Notes to Consolidated Financial Statements in Exhibit 13,
the Annual Report to Shareholders for the year ended December 31, 1998, which
description is incorporated herein by reference.
     
In addition to the properties owned by the Company, office space is leased 
for the Company's title insurance agency operations in Billings and Forsyth,
Montana. The lease for office space in Billings expires in 2002, but may be
terminated upon six (6) months notice. The lease for the office space in 
Forsyth expires in 2000. See Note 10 - Commitments, of the Notes to 
Consolidated Financial Statements on Page 17 of Exhibit 13, the Annual Report
to Shareholders for the year ended December 31, 1998 which note is 
incorporated herein by reference.
     
ITEM 3.  LEGAL PROCEEDINGS
     
No legal proceedings presently pending by or against M Corp and its 
consolidated subsidiaries are described herein as management believes that 
the outcome of such litigation should not have a material adverse effect on 
the financial position of the Company and its subsidiaries taken as a whole.
     
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 1998.

     
     
                                    I-1
     
                                     1.

<PAGE>

                                  M CORP
     
                                  PART II
     
     
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS;
     
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION; AND
     
ITEM 7.  FINANCIAL STATEMENTS
     
Items 5, 6 and 7 are set forth on Page 20, Pages 1 and 2 and Pages 3 to 19, 
respectively, of Exhibit 13, the Annual Report to Shareholders for the year 
ended December 31, 1998, which report is incorporated herein by reference.
     
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
     
There have been no disagreements concerning accounting principles or 
practices or financial statement disclosures between the Company and the 
Company's independent auditor during the two most recent years.
     
     
                                   II-1
     
                                    2.

<PAGE>

                                  M CORP
     
                                 PART III
     
ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
     COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT.
     
The following are the directors and executive officers of the Company. All 
directors and officers serve as such until the 1999 annual meeting of 
shareholders or until their successors are elected and qualify.
     
     NAME, AGE, AND YEAR ELECTED DIRECTOR        POSITION           
     
     R. Bruce Robson,       57,  1994            Director
                                             
     
     G. Robert Crotty, Jr., 71,  1995            Director
     
     
     S. M. McCann,          35,  1994            Director,
                                                 President
     
R. Bruce Robson is a director and secretary-treasurer of Medical Information 
Processing Systems, Inc.  
     
G. Robert Crotty, Jr., an attorney at law, is a director of TSI, Inc.
     
S. M. McCann, an attorney at law, is a director of UAC, Inc. and Diversified 
Realty, Inc., subsidiaries of the Company.

Family Relationships
     
S. M. McCann is a daughter of Anne Marie and Paul J. McCann (see item 11(a) 
beginning on the following page). There are no other family relationships 
among the directors and officers listed above and there are no arrangements 
or understandings pursuant to which any of them were elected as directors or 
officers.
     
Business Experience of Executive Officers
     
R. Bruce Robson has been a Director of the Company since February, 1994.  Mr.
Robson is the Data Processing Manager, Sletten Construction Co., Great Falls, 
Montana.
     
G. Robert Crotty, Jr. is an attorney at law in Great Falls, Montana.     

S. M. McCann is an attorney at law, business owner and an investor in 
San Luis Obispo, California.
     
Based solely on its review of reports of persons subject to Section 16 of the
Securities and Exchange Act, the Company believes that required reports were
filed in a timely manner disclosing transactions involving the Company's 
common stock.
     
                                   III-1
                                     3.

<PAGE>

                                   M CORP
                                            
ITEM 10. EXECUTIVE COMPENSATION
     
Summary Compensation Table. The following table lists the cash compensation
paid by the Company and the Company's consolidated subsidaries to the 
Company's President for 1998, 1997 and 1996. No officer or director of the 
Company or the Company's consolidated subsidaries received total cash 
compensation in excess of $100,000 for 1998, 1997 or 1996.
          
                     Summary Compensation Table                                
                           
    Name and                  Calender                    Total Cash
Principal Position             Year                      Compensation         

S. M. McCann                   1998                        $      0
President, Director            1997                        $      0            
                               1996                        $      0     

The Company does not have any compensatory stock appreciation rights plans 
or compensatory stock option plans. The Company has not adopted a formal
plan for the compensation of directors. During 1998 the Company and its 
consolidated subsidiaries paid a total of $1,300 to directors of the Company 
and the Company's consolidated subsidiaries.

                                       
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                                       
(a) Security Ownership of Certain Beneficial Owners
                                       
Set forth below is certain information concerning persons who are known by
the Company to own beneficially more than 5% of the Company's voting shares
on February 26, 1999.
                                       
                                                 Amount and 
                                                   Nature
       Title of       Name and Address of        of Beneficial    Percent
        Class         Beneficial Owner            Ownership      of Class

      $1.00 Par       GNI, Inc.                     700,341        44.7%
      Value Common    110 Second Street South
      Stock           Great Falls, MT 59403
                                       
      $1.00 Par       Jefferson Management Co.      696,632        44.4%
      Value Common    110 Second Street South
      Stock           Great Falls, MT 59403

      $1.00 Par       Anne Marie and Paul J.      1,459,027 (1)    93.1%
      Value Common    McCann Family Members
                      P.O. Box 2249
                      Great Falls, MT 59403


(1)  See Note (1) on the following page.

                                       
                                  III-2
                                    4.      

<PAGE>      

                                  M CORP
                                       
                                       
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -
         Continued
                                       
(a) Security Ownership of Certain Beneficial Owners - Continued

(1) Includes the 700,341 shares owned by GNI, Inc., of which company members 
of the Anne Marie and Paul J. McCann family own, directly or indirectly, over
50% of the outstanding stock, 59,924 shares owned by FDC, Inc., of which 
company members of the Anne Marie and Paul J. McCann family own directly or 
indirectly over 50% of the outstanding stock, 696,632 shares owned by 
Jefferson Management Co., of which company members of the Anne Marie and Paul
J. McCann family own directly or indirectly over 50% of the outstanding 
stock and 2,130 shares owned outright by members of the Anne Marie and Paul 
J. McCann family. S.M. McCann is the record owner of 600 shares of stock of 
the Company. Paul J. McCann disclaims beneficial ownership in any shares of 
stock not directly owned of record by him. Anne Marie McCann disclaims 
beneficial ownership in any shares of stock not directly owned of record by 
her. Neither Anne Marie McCann nor Paul J. McCann personally own any shares 
of stock of the Company.

(b) Security Ownership of Management
                                      
The following table sets forth as of February 26, 1999, information
concerning the beneficial ownership of the Company's common stock by each
director, each executive officer named in the Company's Summary Compensation
Table and by all directors and executive officers of the Company as a group:
                                       
          
                                  Amount and Nature
Name of Beneficial Owner          of Beneficial Ownership          Percent     

R. Bruce Robson                         10                           --         
          
G. Robert Crotty, Jr.                   --                           --         
                              
S.M. McCann                            600 (1)                       --    
                             
All Directors and Officers
 as a Group                            610 (1)                       --      
     

(1) See Note (1) item 11(a) beginning at the top of this page.
     
(c) Changes In Control
     
The Company knows of no contractual arrangements which may at a
subsequent date result in a change in control of the Company.
     

                                  III-3
                                     
                                    5.

<PAGE>     

                                  M CORP


ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   Transactions between the Company (and its consolidated subsidiaries) and 
related persons are disclosed in Note 12 (Page 17) of the Notes to 
Consolidated Financial Statements in Exhibit 13, the Annual Report to 
Shareholders for the year ended December 31, 1998 which description is 
incorporated herein by reference. 

   The total compensation paid to members of Anne Marie and Paul J. McCann's 
family was $0 for the year 1998 and $94,395 for the year 1997.



                                  III-4

                                   6.

                                  M CORP
     
                                  PART IV             
     
     
     
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
     
(a) Exhibits
     
No. 13 - M Corp Annual Report to Shareholders for the year ended 
December 31, 1998.
     
No. 22 - Subsidiaries of the Registrant.
     
No. 27 - Financial Data Schedule



(b) Reports on Form 8-K
     
No current reports on Form 8-K were filed by the Company during
the three months ended December 31, 1998.
     
     
     
     
                                   IV-1
     
                                     7.

<PAGE>

                                  M CORP
     
                                SIGNATURES
     


     
     In accordance with Section 13 or 15(d) of the Exchange Act, the
     Registrant has caused this report to be signed on its behalf by
     the undersigned, thereunto duly authorized.
     
     
     
                                 M CORP       
     
     
     
     
     Date:  February 26, 1999          By:  s/S. M. McCann           
                                              S. M. McCann, President
     
     
     
     In accordance with the Exchange Act, this report has been
     signed below by the following persons on behalf of the
     Registrant and in the capacities indicated on February 26,
     1999.
     
     
     
Chairman of the Board,
President,
Principal Executive
and Financial Officer                       s/S. M. McCann              
                                              S. M. McCann
     
     
Director                                    s/R. Bruce Robson             
                                              R. Bruce Robson
     
     
Principal Accountant                        s/Jerry K. Mohland            
                                              Jerry K. Mohland
     
     
                                   IV-2
     
                                     8.                                        
<PAGE>