SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended March 31, 1997

    Commission File No. 0-9297


    CRONUS CORPORATION
   a NEVADA corporation
          36-388074
(I.R.S. Employer Identification Number)


7660 E. BROADWAY #210, TUCSON, ARIZONA  85710

Registrant's telephone number, including area code (520) 
885-1220


Indicate by check mark whether the registrant (1) has filed 
all reports required to be filed by Section 13 or 15(d) of 
the Securities Exchange Act of 1934 during the receding 
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.
[X] Yes [  ] No

Indicate the number of shares outstanding of each of the 
registrant's classes of common stock, as of the latest 
practicable date.

Class               Outstanding as of June 1, 1998
$.001 PAR VALUE          21,414,816  SHARES
  COMMON STOCK

    DOCUMENTS INCORPORATED BY REFERENCE:

1.  Audited Financial Statements for the years ended 
December 31, 1997 and 1996, dated June 10, 1998.  1997 10-
KSB filed June 15, 1998.

     PART 1

ITEM 1.  Financial Statements

J. Dennis Bartlett, P.C.
Certified Public Accountant
2421 E. 6th Street
Tucson, Arizona  85716

Cronus Corporation
Tucson, Arizona

I have compiled the accompanying balance sheet of Cronus 
Corporation (a Nevada corporation) as of March 31, 1998, and 
the related consolidated statement of income for the three 
months then ended in accordance with standards established 
by the American Institute of Certified Public Accountants.  

A compilation is limited to presenting in the form of 
financial statements information that is the representation 
of management.  I have not audited or reviewed the 
accompanying financial statements and, accordingly, do not 
express an opinion or any other form of assurance on them.

Management has elected to omit substantially all of the 
disclosures and the statement of cash flows required by 
generally accepted accounting principles.  If the omitted 
disclosures and statement of cash flows were included with 
the financial statements, they might influence the user's 
conclusions about  the Company's financial position, 
results of operations, and cash flows.  Accordingly, these 
financial statements are not designed for those who are not 
informed about such matters.

/s/
J. Dennis Bartlett, P.C.
March 31, 1998


J. Dennis Bartlett, P.C.
Certified Public Accountant
2421 E. 6th Street
Tucson, Arizona  85716


We hereby consent to the inclusion of our report dated March 
31, 1998, in the quarter report of Cronus Corporation on 
Form 10-QSB for the period ended March 31, 1998.


/s/
J. Dennis Bartlett, P.C.
Tucson, Arizona
March 31, 1998

CRONUS CORPORATION
Balance Sheet
As of March 31, 1998

ASSETS
Current Assets
  Accounts receivable               $  1,926
  Prepaid expenses	                 156,250

 Total Current Assets                        $  158,176

 Fixed Assets
  Computer equipment                   3,071
  Office equipment/furniture           5,342  
  Less:  accumulated depreciation     (3,062)
  Acquisition costs                       17
  Operation costs                        600
  Other property & prospects             750
  ATP 594                            600,000
  ATP 636                             35,000
  Bayou Pierre                       222,929
  Cholla Tank	                       21,122
  El Tule                              9,778
  Goat Ranch Draw                      4,020
  Grayhawk Option                      7,997
  Little Colorado                      9,541
  Manuel Seep                         26,902
  Meteor Crater                        2,728
  Oso Draw                            30,961
  Red Dog                             37,458
  Wittman                              1,280

Total Fixed Assets                            1,016,434

 Other Assets
  Deposits                             1,802
  Investments	                    1,180,890
Total Other Assets                            1,182,692

TOTAL ASSETS                                  2,357,302

LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts Payable                 $ 186,230
  Note payable bank	                      30
  Loans payable                      781,477
  Accrued expenses	                 437,373
  Payroll taxes payable                3,603

 
TOTAL LIABILITIES, ALL CURRENT                1,408,713

STOCKHOLDERS' EQUITY
  Capital Stock                      670,284
  Additional paid in capital       1,967,417
  Treasury stock                        (250)
  Retained Earnings	              (1,545,149)
  Net income year to date           (143,713)

  TOTAL STOCKHOLDERS' EQUITY                    948,589

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY      2,357,302

CRONUS CORPORATION
Profit and Loss
January through March 1998

INCOME
  Bayou Pierre - Gas             $ 6,621

OPERATING EXPENSES
  Automobile expense                 131
  Bank charges                       158
  Bonus                            7,400
  Contributions                      200
  Dues & subscriptions               813
  Equipment rental                   355
  Fees                             1,380
  Licenses & permits                  55
  Maintenance expense              1,874
  Office                           1,609
  Operating expense               34,274
  Payroll                         68,500
  Payroll taxes                    2,383
  Postage & delivery	          1,169
  Professional fees               11,967
  Proxy                               85
  Rent                             2,574
  Royalties                        6,321
  Supplies                         2,078
  Telephone                        1,615
  Travel & entertainment           4,413
  Utilities                          205
  Web site hosting fee               775

Total Expense                               150,334
Net Income                                 (143,713)

Please see Audited Financial Statements and Notes for the 
years ended December 31, 1998 and 1997, dated June 10, 1998, 
filed as an exhibit to the Company's 1997 10-KSB on June 15, 
1998.

ITEM 2.  Management's Discussion and Analysis or Plan of 
Operation.

Disclosure Regarding Forward-Looking Statements.
This report on Form 10-KSQ includes "forward-looking 
statements" within the meaning of Section 27A of the 
Securities Act of 1933, as amended (the  "Securities  Act"), 
and Section 21E of the Securities Exchange Act of 1934, as 
amended (the "Exchange Act").  All statements other than 
statements of historical facts included in this report, 
including, without limitation, statements under  
"Management's Discussion and Analysis or Plan of 
Operations" regarding the Company's financial position, 
reserve quantities and net present values, business 
strategy, plans and objectives of management of the 
Company for future operations and capital expenditures, are 
forward-looking statements and the assumptions upon which 
such forward-looking statements are based are believed to be 
reasonable.  The Company can give no assurance that such 
expectations and assumptions will prove to have been 
correct.  Reserve estimates of oil and gas properties are 
generally different from the quantities of oil and natural 
gas that are ultimately recovered or found.  This is 
particularly true for estimates applied to exploratory 
prospects.  Additionally, any statements contained in this 
report regarding forward-looking statements are subject to 
various known and unknown risks, uncertainties and 
contingencies, many of which are beyond the control of the 
Company.  Such things may cause actual results, performance, 
achievements or expectations to differ materially from the 
anticipated results, performance, achievements or 
expectations.  Factors that may affect such forward-looking 
statements include, but are not limited to, the Company's 
ability to generate additional capital, risks inherent in 
oil and gas acquisitions, exploration, drilling, development 
and production, price volatility of oil and gas, 
competition, shortages of equipment, services and supplies, 
government regulation, environmental matters, financial 
condition of the other companies participating in the  
exploration, development and production of oil and gas 
programs and other matters.  All written and oral forward-
looking statements attributable to the Company or persons 
acting on its behalf subsequent to the date of this report 
are expressly qualified in their entirety by this 
disclosure.

As described more fully below, management expects to receive 
significant income from PetroSun oil and gas leases in 
Louisiana during 1998.  During this quarter, the Company 
acquired Strategic Consulting & Administration, Inc. ("SCI") 
and Triple J Resources, Pty., Ltd. ("Triple J").  SCI is the 
designated recipient of an Authority To Prospect (ATP 636P) 
in Queensland, Australia, while Triple J holds ATP 594P, 
also in Queensland.   

The Company is currently in the process of acquiring Rancho 
El Laurel, S.A., a Costa Rican company whose primary asset 
is ownership of 5,000 acres of hardwood forest in Costa 
Rica.  The Company anticipates closing this acquisition by 
the end of August, 1998.

As can be seen in the financial statements, the Company has 
incurred losses from operations and has deficits in working 
capital.  The Company earned minimal income from its first 
quarter operations do to the ongoing rehab of the Shut-in 
wells in Louisiana, however, it expects to receive 
significant income in the next quarter from those oil and 
gas leases. The company has five drilling projects funded 
for the next two quarters and expects to raise additional 
funding as needed.  The drilling projects are further 
explained below.  There can be no assurance that a cash flow 
will be generated or that funding will be raised.  The 
Company currently has no commitments for any type of 
funding, and there is no assurance that the Company will be 
able to obtain any such financing or that such financing, if 
obtainable, will be on terms necessary to enable the Company 
to operate profitably.

Future Business Strategy and Operations.

The Company's ongoing business strategy is to create and 
expand its reserve base and cash flow primarily through the 
following:
1.  Raising significant capital to conduct assessments of 
the economical feasibility of extracting minerals from its 
properties, and to take advantage of leading edge  
technologies such as pulse plasma secondary recovery and 3-D 
seismic exploration projects.

2.  Position itself with strategic sources of capital and 
partners that can react to opportunities in the mining and 
oil and gas business when they present themselves.

3.  Developing alliances with major mineral and oil and gas 
finders that have been trained by the major oil and mineral 
companies.

4.  Participate in projects that have opportunities 
involving relatively small amounts of capital that could 
potentially generate significant rates of return.  These 
projects include areas with large field potentials in 
Northern Arizona, New Mexico, Louisiana and 
Queensland, Australia.

5.  Implementing the Company's investment strategy to 
carefully consider, analyze, and exploit the potential value 
of the Company's existing assets to increase the rate of 
return to its shareholders.

6.  Reinvesting future operating cash flows into development 
of drilling and recompletion activities.

7.  Acquiring properties that build upon and enhance the 
Company's existing asset base.

8.  Developing a long term track record regarding stock 
price performance and a reasonable rate of return to the 
shareholder.

The Company recognizes that the ability to implement its 
business strategies is largely dependent on the ability to 
increase operating cash flows by raising additional debt or 
equity capital to fund future drilling and developmental 
activities.  Management believes that it will be necessary 
to raise additional equity or debt capital to overcome 
the Company's undercapitalization.

The steps the Company intends to take to assess the 
feasibility of its current projects are described below.  
There can be no assurance that the Company will be able to 
place such oil and gas assets into production or to conclude 
such feasibility assessments, or that if it is able to do 
so, that it will be able to engage in oil and gas and/or 
mining operations profitably.
 
OIL AND GAS PLAN OF OPERATIONS

The Company's primary objective will be to place the oil and 
gas assets of its subsidiary into production.  PetroSun 
controls oil and gas leases on approximately 2,200 acres of 
land in Louisiana referred to as Bayou Pierre Project.  The 
leases contain 17 proven developed oil and gas wells.  These 
wells have been shut-in since the late 1980's due to the 
then low price of oil, so it will be necessary to change the 
pumps on the pumping wells and conduct related maintenance 
work that is normal for this type operation.  Currently, 5 
of the wells have been rehabilitated and placed into 
production. The Company estimates that the cost to complete 
the rehabilitation of the wells to be $60,000.  The leases 
also contain an additional 105 proven undeveloped 
locations which the Company plans to drill if economically 
feasible.

Drilling Projects

Louisiana:
PetroSun has joint ventured with Vector Horizontal Inc. and 
Tiger Exploration & Production Inc. to drill a horizontal 
Nacatoch gas well (William Prince #20) on the Bayou Pierre 
lease.  The drilling is anticipated  to begin in July 1998.  
The drilling cost have been funded for this project.  Also, 
PetroSun has Joint Ventured with Tedan and Tiger Exploration 
& Production Incorporated to drill a Paluxy / Glen Rose test 
well (William Prince #21) on the Bayou Pierre Lease. The 
drilling is anticipated  to begin in August 1998.  The 
drilling cost have been funded for this project.

New Mexico:
On October 22, 1997, PetroSun the acquired the Red Dog 
Prospect located in McKinley County, New Mexico, covering 
1,921.18 acres.  The Red Dog Prospect is situated on a 
northeast - southwest trending anticlinal fold on the Chaco 
Slope of the San Juan Basin.  Seismic data indicates a 
feature in the Entrada formation that has been interpreted 
as a reflection from an oil-water contact.  In a homogenous 
sandstone such as the Entrada a 30 foot oil column is needed 
before an oil-water contact can be detected.  Analysis of 
satellite imagery confirmed that there is micro-seepage to 
the surface.  The hydrocarbon reflectance covers 
approximately 1420 acres. The Entrada has excellent 
reservoir quality, with an average porosity of 23.6% and an 
average permeability of 315 millidarcies.  On 40 acre 
spacing, recoverable reserves are estimated to be 456,800 
barrels of oil for a well with 30 feet of pay and a water 
drive recovery of 35%.  The secondary objectives of the Red 
Dog Prospect include the Dakota at 3,300 feet and the Mancos 
at 2,900 feet.  PetroSun anticipates drilling the initial 
test well in the Entrada by the end of July, 1998.  PetroSun 
has joint ventured with industry partners to raise the funds 
for this prospect.

PetroSun acquired the Cholla Tank Prospect located in 
McKinley County, New Mexico on November 22, 1997.  The 
Cholla Prospect is situated on a northeast - southwest 
trending anticlinal fold on the Chaco Slope of the San Juan 
Basin.

Seismic data indicates a feature in the Entrada formation 
that has been interpreted as a reflection from an oil-water 
contact.  In a homogenous sandstone such as the Entrada a 
30 foot oil column is needed before an oil-water contact can 
be detected.  Analysis of satellite imagery confirmed that 
there is microseepage to the surface.  The Entrada has 
excellent reservoir quality, with an average porosity of 
23.6% and an average permeability of 315 millidarcies.  On 
40 acre spacing, recoverable reserves are estimated to be 
456,800 barrels of oil for a well with 30 feet of pay and a 
water drive recovery of 35%.  The secondary objectives of 
the Cholla Prospect include the Dakota at 3,300 feet and the 
Mancos at 2,900 feet.  PetroSun is currently in the process 
of surveying and permitting the initial test well and 
anticipates drilling to commence by the end of August, 1998 
with funding from industry partners.  The Cholla Tank 
Prospect is a direct offset to PetroSun's Red Dog Prospect.

Australia:
Triple JJJ Resources Pty., Ltd.
On February 14, 1998, the Company entered into a letter 
agreement to acquire all the outstanding shares of Triple 
"J" Resources Pty., LTD. ("JJJ").  JJJ is the holder of ATP 
594P, a 375,000 acre oil and gas concession located in 
Queensland, Australia within the oil and gas producing 
region of the Eromanga basin.  JJJ has a farmout agreement 
with Icon Oil, NL by which Icon agreed to drill the first 
test well on ATP 594P, and to thereafter provide 50% of the 
costs of any additional wells in return for half of the 
Company's interest in ATP 594P.

On April 16, 1998, Cronus announced the completion of 
drilling on the first well on ATP 594P, the Taylor Franks 
No. 1 well in the Eromanga Basin of east-central Australia.  
The well reached a total depth of 2,643 meters with gas 
shows from 2,520 to 2,643 meters.  Two drill stem tests were 
performed in the Toolachee and Patchawarra formations in the 
Permian section.  The tests indicated gas flow rates of 
approximately 30,000 cubic feet per day with no water.

The results of this first well indicate good structure and 
the presence of gas in this province.  The flow results and 
penetration rate confirmed a tight reservoir and lack of 
sufficient porosity at this location, thus the well was 
plugged.  While  proving that there is gas on this 
concession, the next step is to drill a confirmation well in 
the same zone that has greater porosity and provides 
commercially viable flow rates to capitalize on this find.  
Cronus and Icon Oil NL have determining a second location 
for the next well and anticipates the well to be spudded in 
September 1998 on the concession.  The cost to the Company 
to drill the next well is approximately $300,000.

Strategic Consulting and Administration, Inc.
On October 17, 1997, the Company entered into an agreement 
to acquire all the outstanding shares of Strategic 
Consulting and Administration, Inc. ("SCI").  SCI is the 
designated company to receive ATP 636P, a 640,000 acre oil 
and gas concession located in Queensland, Australia within 
the oil and gas producing region of the Eromanga basin.  SCI 
cannot receive the Authority To Prospect until the issues 
surrounding the Native Title Claims Act have been resolved 
by the parliament of Queensland, Australia.

With the establishment of commercial production on any 
prospect, further development wells will be drilled during 
the balance of 1998.

Although the Company is currently pursuing prospects within 
the project areas described above, and has budgeted to drill 
the number of wells set forth, there can be no assurance 
that these prospects will be drilled at all or within the 
expected time frame.  In particular, budgeted wells that are 
based upon statistical results of drilling activities in 
other project areas are subject to greater uncertainties 
than wells for which drillsites have been identified.  The 
final determination with respect to the drilling of any 
identified drillsites or budgeted wells will be dependent on 
a number of factors, including (i) the results of 
exploration efforts and the acquisition, review and analysis 
of the seismic data, (ii) the availability of sufficient 
capital resources by the Company and the other participants 
for the drilling of The prospects, (iii) the approval of the 
prospects by other participants after additional data has 
been compiled, (iv) the economic and industry conditions at 
the time of drilling, including prevailing and anticipated 
prices for oil and natural gas and the availability of 
drilling rigs and crews, (v) the financial resources and 
results of the Company and (vi) the availability of leases 
on reasonable terms and permitting for the prospect.  There 
can be no assurance that these projects can be successfully 
developed or that the identified drillsites or budgeted 
wells discussed will, if drilled, encounter reservoirs of 
commercially productive oil or natural gas.
 
The success of the Company will be materially dependent upon 
the success of its exploratory drilling program.  
Exploratory drilling involves numerous risks, including the 
risk that no commercially productive oil or natural gas 
reservoirs will be encountered.  The cost of drilling, 
completing and operating wells is often uncertain, and 
drilling operations may be curtailed, delayed or canceled as 
a result of a variety of factors, including unexpected 
drilling conditions, pressure or irregularities in 
formations, equipment failures or accidents, adverse weather 
conditions, compliance with governmental requirements and 
shortages or delays in the availability of drilling rigs 
and the delivery of equipment.  Although the Company 
believes that its use of available data and other advanced 
technologies should increase the probability of success of 
its exploratory wells and should reduce average finding 
costs, exploratory drilling remains a speculative activity.  
Even when fully utilized and properly interpreted, seismic 
data and other advanced technologies only assist 
geoscientists in identifying subsurface structures and do 
not enable the interpreter to know whether hydrocarbons are 
in fact present in such structures.  In addition, the use of 
seismic data and other advanced technologies requires 
greater predrilling expenditures than traditional drilling 
strategies and the Company could incur losses as a result of 
such expenditures.  The Company's future drilling activities 
may not be successful, and if unsuccessful, such failure 
will have a material adverse effect on the Company's results 
of operations and financial condition.  There can be no 
assurance that the Company's overall drilling success rate 
or its drilling success rate for activity within a 
particular project area will not decline.  The Company may 
choose not to acquire option and lease rights prior to 
acquiring seismic data and, in many cases, the Company may 
identify a prospect or drilling location before seeking 
option or lease rights in the prospect or location.  
Although the Company has identified or budgeted for numerous 
drilling prospects, there can be no assurance that such 
prospects will ever be drilled (or drilled within the 
scheduled or budgeted time frame) or that oil or natural gas 
will be produced from any such prospects or any other 
prospects.  In addition, prospects may initially be 
identified through a number of methods, some of which do not 
include interpretation of seismic data. Wells that are 
currently included in the Company's capital budget may be 
based upon statistical results of drilling activities in 
other project areas that the Company believes are 
geologically similar, rather than on analysis of seismic or 
other data.  Actual drilling and results are likely to vary 
from such statistical results and such variance may be 
material.  Similarly, the Company's drilling schedule may 
vary from its capital budget because of future 
uncertainties, including those described elsewhere.

MINING

The Company intends to asses the feasibility of potential 
future mining projects, involving the Gila Gold Placer 
mining claims.

Gila Association Placer Mine Project. 

Gila Gold Placer Project:
The Company plans to verify and confirm the existence, 
extend and grade of placer gold located at the Gila Gold 
Placer claims.  First, it intends to asses the presence and 
tenor of placer gold as described in engineering reports of 
past exploration efforts.  Next, the Company will analyze 
the economic viability of such deposit by determining 
optimal production rate and stripping-sorting ratios, 
defining a mining and reclamation technique, generating a 
flow sheet, and isolating processing, mining, capital, 
reclamation and general overhead cost factors.

The Company plans to conduct a seismic survey consisting of 
a 5-line, 25' spacing, 9000 lineal foot, segmented survey.  
This survey will be complimented with computer 
enhanced calculations, storage, retrieval and printout 
capabilities.  This survey will provide definitions of the 
alluvial-bedrock contact.  From this information, cross-
sectional views will be generated to define ore reserve 
volume, assist in mine planning and describe mining 
technique.

The Company also plans to conduct a bulk sampling, intended 
to ascertain the following:  value recoverable per cubic 
yard, concentrating ratio, concentrating technique, and 
general ground conditions and boulder contact, nature of 
interbeds, slope stability, reject swell and nature of 
backfill material.  The Company estimates the costs of the 
assessment to that point to be $75,000.  The accumulation of 
data from this sampling project will provide the baseline to 
confirm ore reserves and feasibility of the mining project.  
Due to the current prices of gold, this project has been 
placed on hold until such time as gold prices warrant 
continuation of this project.

Moapa Project
The Company entered into a joint venture project with Temple 
Summit Financial Projects, Inc. ("TSFP") whereby TSFP will 
contribute approximately 1,200 acres of mining claims in 
Moapa County, Nevada (the "TSFP Moapa Claims").  The Company 
engaged with TSFP in a multi-phase project to test the TSFP 
Moapa Claims area.  The Company is in the process of 
reviewing and confirming the results of testing the 
analytical procedure and determination of the economic 
viability of the project.

Financial Requirements and Source of Funds.
The Company is currently rehabilitating the shut-in oil and 
gas wells by setting compressors and pumps which will allow 
PetroSun, to put its revenue producing assets in Louisiana 
into production starting in October, 1997.  Based on 
historical production rates, the Company believes that 
PetroSun's oil and gas production in Louisiana should 
produce net revenues sufficient to cover basic operating 
expenses of the Company of $250,000 through its exploratory 
period for the next six months.
 
Thereafter, the Company believes it will need to raise at 
least $1,500,000 in order to conduct testing and drilling of 
its oil and gas properties, and to conduct testing of the 
Moapa Project, the Gila Gold Placer Project, and the Black 
Diamond Project.  Such funds may be sought through the 
issuance of additional shares of the Company's Common Stock 
or other equity securities, through debt financing, or 
through various arrangements, including joint ventures 
and/or mergers, with third parties.  However, the 
Company currently has no commitments for any type of 
funding, and there is no assurance that the Company will be 
able to obtain any such financing or that such financing, if 
obtainable, will be on terms necessary to enable the Company 
to operate profitably.  If the Company is unsuccessful in 
completing a private type  placement, or if additional funds 
are necessary either before or after such a transaction, it 
is uncertain at this time what actions the Company will 
take.  Possibilities include other debt or equity financings 
or the sale of existing assets.

Competition - Oil and Gas
The oil and gas industry is highly competitive in all 
phases.  The Company will encounter strong competition from 
other independent oil and gas companies in acquiring 
economically desirable prospects as well as in marketing 
production therefrom and obtaining external financing.  
Substantially all of the Company's competitors have 
financial resources, personnel resources, and facilities 
substantially greater than those of the Company.

Competition - Mining
There is considerable competition for mining prospects on 
federal lands.  Costs of exploration, testing and mining, 
milling, transportation, labor and other costs have risen 
dramatically.  These costs would be a factor in determining 
whether the discovery of minerals, if any, would be 
commercial or not, and could render a discovery 
unprofitable, even if made.

In addition to the uncertainty surrounding the eventual 
development of commercial mineralization on the Company's 
properties, the success of any mining operation which 
might be conducted is dependent upon the price of minerals 
on the domestic and world markets, which is subject to 
fluctuations, in part as a result of actions by central 
banks and government policies.

PART II

ITEM 1.  Legal Proceedings.

From time to time the Company is a party to various legal 
proceedings arising in the ordinary course of business.  The 
Company is not currently a party to any litigation that 
it believes could have a material adverse effect on the 
financial position of the Company.

ITEM 2.  Changes in Securities.

     None

ITEM 3.  Defaults Upon Senior Securities.

     None

ITEM 4.  Submission of Matters to a Vote of Security 
Holders.

The following items were submitted to shareholder vote 
pursuant to the Company's proxy statement dated January 9, 
1998, and voted on at the shareholders meeting held on 
February 5, 1998.

1.  Elect as directors the following seven individuals 
nominated by the Board of Directors to serve until the next 
annual meeting of shareholders and until their respective 
successors shall have been duly elected and qualified or 
until they shall earlier resign or be removed from office.  
To Withhold Authority for any individual nominee, strike a 
line through the name below:
 
Mr. Jonathan Roberts.
FOR                    AGAINST                ABSTAIN
9,266,247             100,000                  53,796

Mr. Kevin M. Sherlock.
FOR                    AGAINST                ABSTAIN
9,266,142             100,000                  53,796

Mr. George Hennessey.
FOR                    AGAINST                ABSTAIN
9,266,142             100,000                  53,796

Mr. Gordon M. LeBlanc, Jr.
FOR                    AGAINST                ABSTAIN
9,266,142             100,000                  53,796

Mr. J. Dennis Bartlett.
FOR                    AGAINST                ABSTAIN
9,266,142             100,000                  53,796

Mr. Jim Karten.
FOR                    AGAINST                ABSTAIN
9,266,142             100,000                  53,796

Mr. Thomas J. Nieman.
FOR                    AGAINST                ABSTAIN
9,266,142             100,000                  53,796

The above nominees were elected directors.  Mr. James Elder 
received 532,000 votes and, therefore, was not elected as a 
director.

2.  Adopt the Stock Option Plan set forth in form and 
substance as Exhibit A to the Proxy Statement for the annual 
meeting:
FOR                    AGAINST                ABSTAIN
9,069,147              82,551                 16,246

The Stock Option Plan was therefore adopted.

3.  Ratify the selection of Addison Roberts & Ludwig, P.C. 
as the independent Certified Public Accountants of the 
Company for the fiscal year 1997:
FOR                    AGAINST                ABSTAIN
9,293,143               94,000                15,746

The Ratification of Addison Roberts & Ludwig, P.C. as 
independent Certified Public Accountants for the Company 
passed.

4.  Grant Mr. Roberts the Authority to act in his discretion 
with respect to such other and further business as may 
properly come before the meeting:
FOR                    AGAINST                ABSTAIN
553,692                 115,101               16,996


The following shareholder proposals were submitted to 
shareholder vote at the shareholders meeting held on 
February 5, 1998.

"In order to clarify the exact composition of the board of 
directors, and in order to be able to attract and retain the 
highest qualified executives and board of director 
members, the following proposals are made to amend the 
articles of incorporation of Cronus."

1.  ARTICLE FIVE.  [Directors].  The affairs of the 
corporation shall be governed by a Board of Directors of 
three (3) or more persons.  All decisions of the Board must 
have majority consent of the Directors.
FOR                    AGAINST                ABSTAIN
9,270,692                0                       0


2.  ARTICLE TWELVE.  [Indemnification].  The Corporation 
shall indemnify any person who incurs expenses or 
liabilities by reason of the fact that he or she is or was 
an officer, director or employee of the Corporation or is or 
was serving at the request of the Corporation as a director, 
officer or employee of another corporation, partnership, 
joint venture, trust or other enterprise.  This 
indemnification shall be mandatory in all circumstances in 
which indemnification is permitted by law.

FOR                    AGAINST                ABSTAIN
9,270,692               0                   0

3.  ARTICLE THIRTEEN.  [Limitation of Liability].  To the 
fullest extent permitted by Law, as it exists or may 
hereinafter be amended, a director of the Corporation shall 
not be liable to the Corporation or its stockholders for 
monetary damages for any action taken or any failure to take 
any action as a director.  No repeal, amendment or 
modification of this article, whether direct or indirect, 
shall eliminate or reduce its effect with respect to any act 
or omission of a director of the Corporation occurring prior 
to such repeal, amendment or modification.

FOR                    AGAINST                ABSTAIN
9,270,692                0                       0

"Proposal to ratify the articles of incorporation of Cronus 
Corporation as so amended."

FOR                    AGAINST                ABSTAIN
9,270,692                   0                             0

The above shareholder resolutions all passed.

ITEM 5.  Other Information

     None

ITEM 6.  Exhibits and Reports on Form 8-K.

During the first quarter of 1998 ending on March 31, 1997, 
no form 8-K reports were 
filed.

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.

CRONUS CORPORATION
DATE: June 15, 1998	By:  

__/s/_________________
Jonathan Roberts,
President and Director