SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended: September 30, 1998

                         Commission File Number: 0-20806

                                 FIRSTMARK CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)


              Maine                                    01-0389195
   (State or Other Jurisdiction           (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                                  P.O. Box 1398
                            Richmond, Virginia 23218
                    (Address of Principle Executive Offices)

                                 (804) 648-6000
                (Issuer's Telephone Number, Including Area Code)


         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  __X__    No  _____

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

                5,309,876 shares of common stock, par value $0.20
                  per share, outstanding as of October 30, 1998



<PAGE>



                                 FIRSTMARK CORP.

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                Page No.
<S>                                                                               <C>
Part I.       Financial Information

         Item 1.  Financial Statements

                  Condensed Consolidated Balance Sheets
                           September 30, 1998 and December 31, 1997................3

                  Condensed Consolidated Statements of Operations
                           Nine Months and Three Months Ended
                           September 30, 1998 and 1997.............................5

                  Condensed Consolidated Statements of Cash Flows
                           Nine Months Ended September 30, 1998 and 1997...........6

                  Notes to Condensed Consolidated Financial Statements.............7

         Item 2.  Management's Discussion and Analysis of Financial Condition
                           and Results of Operation................................8


Part II.      Other Information

         Item 1.  Legal Proceedings...............................................12

         Item 2.  Changes in Securities and Use of Proceeds.......................12

         Item 3.  Defaults Upon Senior Securities.................................12

         Item 4.  Submission of Matters to a Vote of Security Holders.............13

         Item 5.  Other Information...............................................13

         Item 6.  Exhibits and Reports on Form 8-K................................13

</TABLE>

                                      -2-
<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements


FIRSTMARK CORP. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

===============================================================================

ASSETS
<TABLE>
<CAPTION>


                                                                   September 30, 1998          December 31, 1997*
                                                                   ------------------          ------------------
                                                                         (Unaudited)

<S>                                                                       <C>                   <C>           
Cash and cash equivalents                                                 $3,021,607            $    2,293,136
Accounts and notes receivables - trade, net                                1,198,510                 1,287,453
Accounts and notes receivables - related parties                             138,206                   103,338
Income taxes receivable                                                           --                   248,776
Marketable securities:
     Held for sale                                                           252,790                   348,454
     Held to maturity                                                      1,571,239                 1,800,091
Venture capital investments, net                                           1,111,040                 1,283,645
Real estate and other investments                                            817,358                   809,668
Title plant                                                                3,563,008                 3,563,008
Property, plant and equipment, net                                           737,760                   830,533
Excess of cost over fair value                                               926,075                   961,272
Deferred tax asset                                                           934,935                   920,073
Other assets                                                                 198,925                   168,234
                                                                       -------------             -------------

         Total Assets                                                  $  14,471,453             $  14,617,681
                                                                       =============             =============

</TABLE>

                                      -3-
<PAGE>


FIRSTMARK CORP. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

===============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                                   September 30, 1998          December 31, 1997*
                                                                   ------------------          ------------------
                                                                         (Unaudited)
<S>                                                                 <C>                        <C>            
Liabilities:
     Accounts payable and other liabilities                         $        530,993           $       575,463
     Borrowed funds                                                          919,412                 1,060,465
     Reserve for title policy claims                                       1,035,534                 1,027,607
     Deferred tax liability                                                  920,073                   920,073
                                                                    ----------------           ---------------
         Total Liabilities                                                 3,406,012                 3,583,608
                                                                    ----------------           ---------------


Stockholders' Equity:
     Preferred  stock,  Series A,  $0.20 par value -
       authorized 250,000 shares; issued 57,000 shares
       (liquidation preference $2,280,000)                                    11,400                    11,400
     Common stock, $0.20 par value - authorized
       30,000,000 shares; issued 5,501,430 shares                          1,100,286                 1,100,286
     Additional paid-in capital - preferred                                2,162,889                 2,162,889
     Additional paid-in capital - common                                  11,498,331                11,498,331
     Retained earnings (deficit)                                         (2,662,579)               (2,725,070)
     Treasury stock, at cost - 201,554 shares                              (818,773)                 (818,773)
     Net unrealized gain (loss) on marketable
       equity securities held for sale, net of taxes                       (226,113)                 (194,990)
                                                                      --------------            --------------
         Total Stockholders' Equity                                       11,065,441                11,034,073
                                                                      --------------            --------------

         Total Liabilities and Stockholders' Equity                   $   14,471,453             $  14,617,681
                                                                      ==============             =============

</TABLE>


*Condensed from audited financial statements

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


                                      -4-
<PAGE>


FIRSTMARK CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

===============================================================================

<TABLE>
<CAPTION>
                                                       Nine Months Ended                  Three Months Ended
                                                         September 30,                       September 30,
                                                         -------------                       -------------
                                                    1998              1997             1998                1997
                                                    ----              ----             ----                ----
<S>                                               <C>              <C>               <C>                <C>         
Revenues
    Title insurance                               $ 9,568,084      $ 7,662,828       $ 3,734,359        $  2,961,204
    Investment gains                                   28,922          361,143             4,916             112,582
    Interest and dividends                            243,971          307,017            86,089              85,062
    Other revenues                                    263,711          203,277           107,777              99,687
                                                  -----------      -----------       -----------        ------------

          Total revenues                           10,104,688        8,534,265         3,933,141           3,258,535
                                                  -----------      -----------       -----------        ------------

Expenses
    Employee compensation and
      benefits                                      3,960,280        3,342,610         1,477,924           1,133,395
    Commissions and fee expense                     2,943,655        2,616,937         1,288,378             980,000
    Write-offs of investments                              --          100,000                --                  --
    General and administrative
      expenses                                      2,683,000        2,591,075           986,337             976,762
    Minority interest                                 352,661          267,149           102,207             141,578
                                                  -----------      -----------       -----------        ------------

          Total expenses                            9,939,596        8,917,771         3,854,846           3,231,735
                                                  -----------      -----------       -----------        ------------

Earnings (losses) before income
  taxes                                               165,092        (383,506)            78,295              26,800

Income tax (benefit) expense                               --        (130,392)                --               9,112
                                                  -----------      -----------       -----------        ------------

Net earnings (loss)                                   165,092        (253,114)            78,295              17,688

Preferred stock dividend                              102,600          229,000            34,200              34,200
                                                  -----------      -----------       -----------        ------------

Net earnings (loss) applicable to
  common shares                                   $    62,492      $ (482,114)       $    44,095         $  (16,512)
                                                  ===========      ===========       ===========         ===========

Earnings (loss) per common
  share - basic and diluted                       $       .01      $     (.23)       $       .01         $     (.01)
                                                  ===========      ===========       ===========         ===========

Weighted - average number of
  shares outstanding                                5,299,876        2,069,590         5,299,876           2,069,590
                                                  ===========      ===========       ===========         ===========
</TABLE>

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

                                      -5-
<PAGE>


FIRSTMARK CORP. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

===============================================================================

<TABLE>
<CAPTION>

                                                                                     Nine Months Ended
                                                                                       September 30,
                                                                                       -------------
                                                                                  1998                  1997
                                                                                  ----                  ----
<S>                                                                         <C>                    <C>        
Cash flows from Operating Activities
     Net earnings (loss)                                                    $    165,092           $ (253,114)
     Adjustments to reconcile net income
       to net cash provided by operating activities
         Depreciation and amortization                                           173,536               175,751
         Gain on receipt and sale of Intercel shares                                  --             (479,465)
         Write-down of investments                                                    --               100,000
         Collection of income taxes receivable                                   244,902               303,385
         Marketable securities - trading account                                      --              (58,944)
         Changes in assets and liabilities                                       279,662                77,634
                                                                            ------------           -----------

         Net cash provided (used) by operating activities                        863,192             (134,753)
                                                                            ------------           -----------

Cash flows from Investing Activities
     Decrease (increase) in real estate investments                              (9,900)               526,199
     Decrease in notes receivable                                                 41,044               122,984
     Securities held for sale                                                   (18,278)               658,629
     Securities held to maturity                                                (28,528)                95,625
     Decrease in venture capital investments                                     174,814                43,597
     Purchase of property and equipment                                         (50,220)              (34,220)
                                                                            ------------           -----------

         Net cash provided by investing activities                               108,932             1,412,814
                                                                            ------------           -----------

Cash flows from Financing Activities
     Preferred stock dividends                                                 (102,600)             (229,000)
     Proceeds from borrowings                                                         --               150,000
     Repayments of borrowed funds                                              (141,053)             (826,037)
                                                                            ------------           -----------

         Net cash used by financing activities                                 (243,653)             (905,037)
                                                                            ------------           -----------

Net change in cash and cash equivalents                                          728,471               373,024

Cash and cash equivalents, beginning of period                                 2,293,136             1,832,681
                                                                            ------------           -----------

Cash and cash equivalents, end of period                                    $  3,021,607           $ 2,205,705
                                                                            ------------           -----------

Cash payments for interest                                                  $     77,480           $    83,707
                                                                            ============           ===========
</TABLE>

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


                                      -6-
<PAGE>


FIRSTMARK CORP. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

===============================================================================

BASIS OF PRESENTATION

1.       The accompanying  unaudited  consolidated  financial  statements, which
         are for interim periods, do not include all disclosures provided in the
         annual consolidated financial statements.  These unaudited consolidated
         financial   statements   should  be  read  in   conjunction   with  the
         consolidated  financial  statements and the footnotes thereto contained
         in the Annual  Report on Form  10-KSB for the year ended  December  31,
         1997 of Firstmark Corp. (the "Company"),  as amended, as filed with the
         Securities and Exchange Commission. The December 31, 1997 balance sheet
         was derived from the audited  consolidated  financial  statements,  but
         does  not  include  all  disclosures  required  by  generally  accepted
         accounting principles.

2.       In the opinion of the Company, the accompanying  unaudited consolidated
         financial  statements  contain all  adjustments  (which are of a normal
         recurring  nature)  necessary for a fair  presentation of the financial
         statements.  The  results  of  operations  for the  nine  months  ended
         September 30, 1998 are not necessarily  indicative of the results to be
         expected for the full year.

3.       Earnings (Loss) Per Share

         The Company  adopted the  provisions  of SFAS No.  128,  "Earnings  Per
         Share," for the year ended December 31, 1997.  SFAS No. 128 establishes
         new standards for computing and presenting  earnings per share ("EPS").
         The statement  replaces the  presentation of primary EPS with basic EPS
         and the  presentation  of fully diluted EPS with diluted EPS. Basic EPS
         is  computed  by  dividing  net  income,  less  required  dividends  on
         redeemable  preferred  stock, by the weighted  average number of common
         shares  outstanding  during the year. Diluted EPS is computed using the
         weighted average number of common shares  outstanding  during the year,
         including the dilutive effect of all potential common shares.

4.       Reclassifications

         Certain reclassifications have been made in the accompanying statements
         to permit comparison.



                                      -7-
<PAGE>



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

         Through a subsidiary,  Southern Title Insurance  Corporation  ("STIC"),
Firstmark  Corp.  (the  "Company")  is  principally  engaged in the  business of
issuing title insurance.  The Company also makes venture capital and real estate
investments  either  in the form of pure  equity  investments  or in the form of
loans with an equity  participation  feature and makes  control  investments  in
situations where the Company's management actually operates the business.  Until
January 24, 1997,  the Company also actively  traded public stocks and bonds and
provided  financial  consulting  services to a select number of individuals  and
institutions.  A complete  discussion of the Company's  business is contained in
Item 1,  Description  of Business,  of Amendment No. 1 to the  Company's  Annual
Report on Form  10-KSB  (the  "Form  10-KSB"),  filed  with the  Securities  and
Exchange Commission on April 20, 1998.

Results of Operations

                      Nine Months ended September 30, 1998
              compared to the Nine Months ended September 30, 1997

         Total  revenues for the nine months ended  September 30, 1998 increased
to approximately  $10,105,000,  an increase of  approximately  $1,570,000 or 18%
compared  to  total  revenues  of  approximately  $8,534,000  in the  comparable
nine-month  period of the prior year. The increase is primarily  attributable to
increased title insurance  revenues due to a favorable interest rate environment
and expansion in the Company's  title  insurance  operations.  Investment  gains
amounted to  approximately  $29,000 for the nine months ended September 30, 1998
compared to net gains of $361,000 in the prior year period. The net gains in the
prior year period were primarily the result of a gain  (approximately  $479,000)
recognized on the receipt and sale of shares of Intercel,  Inc. stock, which was
partially  offset by losses on the  sales of  certain  investments,  principally
small cap stocks. Interest and dividends revenue decreased approximately $63,000
to $244,000 for the nine months ended September 30, 1998 as compared to $307,000
for the  comparable  period of the prior year.  The  decrease is  primarily  the
result of a one-time  dividend of  approximately  $94,000  received in the prior
year period.

         Operating expenses and general and administrative expenses increased by
approximately  $1,036,000  during the current  nine-month period compared to the
comparable  period of the prior year.  This  increase is primarily the result of
(i) higher  personnel  costs related to increasing  volumes and expansion of the
title insurance operations,  (ii) an increase in the provision for policy claims
primarily  attributable  to legal  expenses  relating to a STIC  lawsuit,  which
received a favorable jury verdict in May 1998, and (iii) legal expenses relating
to a Firstmark  lawsuit,  which was resolved in June 1998 through mediation with
an  immaterial  financial  impact on the  Company,  and a private  investigation
brought by the  Securities  and Exchange  Commission  (the  "SEC").  For further
information on certain of these matters, see Part II, Item 1, Legal Proceedings,
below.


                                      -8-
<PAGE>


                      Three Months ended September 30, 1998
              compared to the Three Months ended September 30, 1997

         Total revenues for the three months ended  September 30, 1998 increased
to  approximately  $3,933,000,  an  increase  of  approximately  $674,000 or 21%
compared to total revenues of approximately $3,259,000 in the comparable quarter
of the prior year.  The increase is primarily  attributable  to increased  title
insurance revenues due to a favorable interest rate environment and expansion in
the  Company's  title  insurance   operations.   Investment  gains  amounted  to
approximately $5,000 for the quarter ended September 30, 1998 compared to a gain
of $113,000 in the prior year  quarter.  The gain in the prior year  quarter was
primarily  the result of a gain  recognized  on the sale of shares of  Intercel,
Inc. stock.  Interest and dividends  revenue increased  approximately  $1,000 to
$86,000 for the quarter ended  September 30, 1998 as compared to $85,000 for the
comparable quarter of the prior year.

         Operating expenses and general and administrative expenses increased by
approximately  $662,000  during the current  quarter  compared to the comparable
quarter of the prior year.  This  increase is primarily the result of (i) higher
personnel  costs  related  to  increasing  volumes  and  expansion  of the title
insurance  operations,  (ii) an increase in the  provision for policy claims and
(iii) legal expenses relating to a Firstmark lawsuit, which was resolved in June
1998 through mediation with an immaterial financial impact on the Company, and a
private  investigation brought by the SEC. 

Liquidity and Capital Resources

         The Company's cash and cash equivalents were  approximately  $3,022,000
at September 30, 1998 as compared to $2,293,000 at December 31, 1997.  However a
significant portion of the cash and cash equivalents  (approximately  $2,029,000
at  September  30,  1998 and  $1,707,000  at  December  31,  1997) was held by a
subsidiary, STIC, and is subject to certain regulatory requirements as to use.

         The Company  intends to satisfy its  obligations  through cash on hand,
sales of marketable  securities and other assets and payments  received on loans
receivable.  Management believes that its available and expected sources of cash
will be sufficient to enable the Company to satisfy its obligations as they come
due. Additionally,  the Company has an available line of credit of $500,000, for
which no borrowings are outstanding at September 30, 1998.

Year 2000 Issues

         Year  2000  issues  relate   primarily  to  the  inability  of  certain
computerized  devices  (hardware,  software and equipment) to process year-dates
properly  after 1999.  Many existing  computer  programs have been written using
only  two  digits  to  define  an  applicable  year  rather  than  four  digits.
Accordingly,  on January 1, 2000, many  date-sensitive  programs and devices may
recognize a date using the two digits "00" as the year 1900 rather than the year
2000.  This situation could result in inaccurate  processing of data,  erroneous
results or other system failures.

                                      -9-
<PAGE>

         The Company  continues to address the Year 2000 issues  relating to its
operations  with the intent that it (i) identify  areas of  potential  exposure,
both internal and external to its organization,  (ii) assess the risks and costs
associated with  eliminating or reducing that exposure,  (iii) develop a plan to
take  necessary  actions  before the year 2000 and (iv)  consider the need for a
contingency plan to handle the most reasonably likely worst case scenarios.

         To date, the Company has primarily  focused on the  identification  and
assessment  of its Year 2000  issues.  The  Company  has  completed  an  initial
assessment of its accounting and operational  software and discussed the payroll
and human resources  software with its third party service provider.  Management
believes,  based on discussions  with software  vendors and initial tests of the
accounting and operational  software,  that such software is currently Year 2000
compliant and that the Company's  risks in these areas are minimal.  The payroll
and human resources  software used by the Company's third party service provider
is not currently Year 2000 compliant. However, management has been told that the
next version of that software to be released (currently scheduled for the end of
1998)  will be Year 2000  compliant.  Once the new  version of the  software  is
available,  the Company plans to perform its own tests and  evaluation to assess
any potential problems.

         Costs  associated with remediation of Year 2000 issues are not expected
to be material to the  Company's  financial  position,  results of operations or
cash flows. To date,  such costs have totaled less than $5,000,  and the Company
expects that future  costs will not exceed  $10,000.  These costs would  include
primarily minimal additional data processing consulting costs,  purchases of new
personal  computers  to replace  computers  that  cannot be  modified  to handle
date-sensitive  data correctly and potentially the costs to purchase upgrades to
certain accounting software programs.

         No  contingency  plan has been  developed  to date since the  potential
impact of the Year 2000 issues facing the Company is currently  considered to be
minimal. However,  management will continue to assess the need for a contingency
plan if  additional  risks are  identified  in the further  testing of existing,
updated or new hardware and  software or if it becomes  aware of other  concerns
not presently contemplated in the evaluation of the Company's ability to be Year
2000 compliant.

Recent Accounting Pronouncements

         Reference is made to the disclosures included under the heading "Recent
Accounting  Pronouncements"  in Item 6, Management's  Discussion and Analysis of
Financial Condition and Results of Operations, of the Form 10-KSB.

Forward-Looking Statements

         Certain  statements  in this  report  may  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Although the Company  believes that its  expectations  with respect to
certain forward-looking  statements are based upon reasonable assumptions within
the bounds of its business and operations, there can be no assurance that 



                                      -10-
<PAGE>

actual  results,  performance  or  achievements  of the Company  will not differ
materially  from any future results,  performance or  achievements  expressed or
implied by such forward-looking statements.



                                      -11-
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         Lake Anna Litigation.  On August 7, 1996, Lake Anna  Development,  L.C.
         ("Lake  Anna") filed a Motion for Judgment  against STIC in the Circuit
         Court of Louisa County in the Commonwealth of Virginia.  The Motion for
         Judgment  alleged that STIC breached a contractual  obligation  under a
         title  insurance  policy that  contained  affirmative  mechanics'  lien
         coverage when STIC denied  liability  under the exclusions of the title
         insurance  policy.  STIC issued the title insurance  policy at issue to
         the lender,  a federal savings bank, in connection with the development
         of the insured project.  Lake Anna alleged that it had succeeded to the
         position of the lender.  The Motion for Judgment  sought  relief in the
         amount of $1,342,374.38 plus interest from May 6, 1996.

         On May 22, 1998, a jury  returned a verdict in favor of STIC. On August
         5, 1998, following several post-verdict motions by Lake Anna, the court
         issued a Final Order entering judgment on the verdict in favor of STIC.
         Lake Anna noted its appeal and,  on November 5, 1998,  filed a Petition
         for Appeal  with the  Virginia  Supreme  Court,  which  raises the same
         issues  that  were  raised by Lake  Anna in its  post-verdict  motions.
         Counsel for STIC has advised that it is their opinion that there was no
         error and that the trial court verdict should be affirmed.

         Investigation by the Securities and Exchange Commission. The Securities
         and Exchange Commission (the "SEC") recently entered an Order Directing
         Private  Investigation and Designating  Officers to Take Testimony in a
         proceeding  titled  In  the  Matter  of  Firstmark  Corp.  The  SEC  is
         investigating  the possible  violation of Sections 5(a), 5(c) and 17(a)
         of the  Securities  Act of 1933,  as amended,  and Section 10(b) of the
         Securities Exchange Act of 1934, as amended,  and Rule 10b-5 thereunder
         by Firstmark Investment Corp. ("FIC"),  Firstmark Capital Corp. ("FCC")
         and the Company. The private  investigation focuses on events that have
         occurred  from, in or before  January 1994 to the present.  The Company
         transferred FIC and FCC to Ivy L. Gilbert,  a former director,  officer
         and employee of the Company, in January 1997.

         The private  investigation  is in its initial stages of discovery,  and
         the Company continues to cooperate fully with the SEC.

Item 2.  Changes in Securities and Use of Proceeds

         Not applicable.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

                                      -12-
<PAGE>

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

         No matters  were  submitted  to a vote of security  holders  during the
         quarter ended September 30, 1998.

Item 5.  Other Information

         James F. Vigue and Ivy L. Gilbert  resigned from the Company's Board of
         Directors effective November 10, 1998. George H. Morison, President and
         Chief Operating Officer of Patient First Corporation,  was appointed to
         the Company's Board of Directors on November 10, 1998.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             27       Financial Data Schedule (filed electronically only).

         (b) Reports on Form 8-K - none.




                                      -13-
<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                         FIRSTMARK CORP.



Date: November 16, 1998                  /s/ Donald V. Cruickshanks
                                         ----------------------------
                                         Donald V. Cruickshanks
                                         President and Chief Executive Officer



Date: November 16, 1998                  /s/ Ronald C. Britt
                                         ---------------------
                                         Ronald C. Britt
                                         Chief Financial Officer