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 Quarter Ended December 31, 1996

                        Commission File No. 33-45838-C


                          BEACON CAPITAL INVESTMENT, INC.
       (Exact name of Small Business Issuer as specified in its charter)

               Delaware                              93-1077034
      (State or other jurisdiction of              (I.R.S. Employer
      incorporation of organization)               Identification Number)


                         330 E. Main Street, Suite 206
                             Barrington, IL 60010-3218
                   (Address of principal executive offices)

         Issuer's telephone no., including area code:  (847) 516-2900



        Former                name,  former address,  and former fiscal year, if
                              changed since last report.

       Common          Stock outstanding at February 11, 1997 - 1,160,458 shares
                       of $.001 par value Common Stock.


      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 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.
(1) Yes  X   No      (2) Yes  X  No     .
       -----   -----        ----   -----

                                      1

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                                 FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                        BEACON CAPITAL INVESTMENT, INC.

                   For the Quarter ended December 31, 1996.

      The following financial statements and schedules of the registrant and its
      consolidated subsidiaries are submitted herewith:

                        PART I - FINANCIAL INFORMATION
                                                                      Page of
                                                                  Form 10-QSB
Item 1.     Financial Statements                                             3

            Condensed Balance December 31, 1996                              3

            Condensed Statement of Operations--for the three months ended
            December 31, 1996 and December 31, 1995                          4

            Condensed Statement of Cash Flows--for the three months
            ended December 31, 1996 and December 31, 1995                    5

            Notes to Condensed Financial Statements                          6

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                        7

                         PART II - OTHER INFORMATION
                                                                         Page

Item 1.     Legal Proceedings                                              9

Item 2.     Changes in Securities                                          9

Item 3.     Defaults Upon Senior Securities                                9

Item 4.     Submission of Matters to a Vote of Securities Holders          9

Item 5.     Other Information                                              9

Item 6(a).  Exhibits                                                       9

Item 6(b).  Reports on Form 8-K                                            9

                                      2

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                     Beacon Capital Investment, Inc.
                        Balance Sheet (Unaudited)

                            December 31, 1996









      Assets

Current assets - cash                                       $    524,529
                                                            ------------

                                                            ------------
      Liabilities and Stockholders' Equity

Current liabilities                                         $      7,410

Stockholders' equity:
   Common stock - $.001 par value.  100,000,000
     shares authorized, 1,160,458 shares issued
     and outstanding                                               1,160
   Additional paid-in capital                                    581,015
   Retained deficit                                              (65,056)
                                                            ------------

         Total stockholders' equity                              517,119
                                                            ------------

                                                            $    524,529
                                                            ------------
















See accompanying notes to financial statements.

                                   3

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                     Beacon Capital Investment, Inc.
                   Statement of Operations (Unaudited)





                                                             Cumulative
                                       Three Months Ended     Amounts
                                          December 31,          From
                                        1996        1995     Inception
                                    ------------------------------------

Revenue - interest income           $      6,165    $  4,205   $  60,022

General and administrative expenses       21,045       7,751     125,008
                                    ------------------------------------

            Loss before income taxes     (14,880)     (3,546)    (64,986)

Provision for income taxes                     -           -         (70)
                                    ------------------------------------

                  Net loss          $    $14,880)   $ (3,546)  $ (65,056)
                                               
                                    ------------------------------------

Loss per share                      $       $.01)       (.00)       (.06)
                                
                                    ------------------------------------

Weighted average shares                1,160,458   1,160,458   1,026,189
                                    ------------------------------------






















See accompany notes to financial statements.

                                   4

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                     Beacon Capital Investment, Inc.
                   Statement of Cash Flows (Unaudited)





<TABLE>
<CAPTION>

                                                                                       Cumulative
                                                           Three Months Ended           Amounts
                                                             December 31,                 From
                                                             ------------------------
                                                               1996        1995        Inception
                                                             ------------------------------------
<S>                                                           <C>         <C>          <C> 

Cash flows from operating activities:
         Net loss                                             $ (14,880)  $ (3,546)    $(65,056)
         Adjustments to reconcile net loss
           to cash used in operating activities:
            Increase (decrease) in accounts
              payable                                             6,199     (3,075)       7,410
                                                             ------------------------------------

                  Net cash used in operating
                  activities                                     (8,681)    (6,621)     (57,646)
                                                             ------------------------------------

Cash flows from investing activities                              -           -           -
                                                             ------------------------------------

Cash flows from financing activities-
         proceeds from sale of stock                              -           -         582,175
                                                             ------------------------------------

         Increase (decrease) in cash                            (8,681)     (6,621)     524,529

Cash, beginning of period                                      533,210     563,803        -
                                                             ------------------------------------

Cash, end of period                                       $    524,529    $557,182     $524,529
                                                             ------------------------------------

</TABLE>





See accompanying notes to financial statements.

                                   5

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                     Beacon Capital Investment, Inc.
                      Notes to Financial Statements




     (1)The unaudited financial  statements include all adjustments  (consisting
of normal recurring items) which are, in the opinion of management, necessary to
present fairly the financial position as of December 31, 1996 and the results of
operations and cash flows for the three months ended December 31, 1996 and 1995.
The results of operations  for the three months ended December 31, 1996 and 1995
are not  necessarily  indicative  of the results to be  expected  for the entire
year.

     (2)Loss  per  share  is  based  on  weighted   average   number  of  shares
outstanding.

                                   6

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                            PART I - ITEM 2

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

      Beacon Capital  Investment,  Inc. (the  "Company") was formed November 13,
1991,  for the purpose of investing  in any and all types of assets,  properties
and  businesses.  The Company has entered into an  Agreement  and Plan of Merger
(the "Merger Agreement")  whereby it has agreed with Millennium Memory,  Inc., a
California corporation ("Millennium"), to effect a merger (the "Merger") whereby
a newly formed subsidiary of the Company, Beacon Merger Sub, Inc. ("Merger Sub")
which has been formed under the laws of the State of California, will merge into
Millennium and all of the shares of common stock of Millennium will, as a result
of the Merger, be converted into shares of the Company.

      The Boards of  Directors of the Company,  Merger Sub and  Millennium  have
approved the Merger Agreement which provides that (i) Merger Sub will merge into
Millennium and Millennium will be the survivor of such Merger; (2) each share of
common stock of  Millennium  ("Millennium  Shares")  will be converted  into one
share of common  stock of the  Company  ("Beacon  Shares");  (3) each  option to
purchase one  Millennium  share will be converted into an option to purchase one
Beacon Share;  (4) all 100 shares of Merger Sub issued and outstanding  will, on
the effective  date of the Merger,  be converted  into 100 shares of Millennium;
and (5) Millennium will, after the Effective Time, be a wholly-owned  subsidiary
of the Company.
      Immediately  prior to the Merger,  the Company will,  subject to obtaining
approval of the Merger and related transaction from its shareholders, (1) change
its domicile  from the State of Delaware to the State of Nevada;  and (2) change
its name to Millennium Holdings, Inc. Such change of domicile and change of name
will  be  effected  through  a  reincorporation   merger  (the  "Reincorporation
Merger").  To effect the  Reincorporation  Merger,  the Company has formed, as a
wholly-owned  subsidiary,  a Nevada  corporation  under  the name of  Millennium
Holdings,  Inc. Subject to approval by its shareholders,  the Company will merge
into such wholly-owned  subsidiary and such wholly-owned  subsidiary will be the
surviving corporation of the Reincorporation  Merger. (The Nevada corporation is
sometimes hereafter referred to as "Beacon-Nevada").

      Upon  consummation  of the Merger with  Millennium (the Company which will
then be Beacon-Nevada)  will be a holding company owning 100% of the outstanding
stock of

                                   7

<PAGE>



Millennium.  All of the  former  shareholders  of  Millennium  will  become
shareholders of the Company as a result of the Merger.

      It is the intent of the parties that the Merger will qualify as a tax-free
reorganization  under Section 368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended, and will report the Merger accordingly for federal,  state and local
income tax purposes.  No Person has obtained a revenue  ruling from the Internal
Revenue Service as to the tax consequences and effect of the Merger

      The  obligation of Millennium  and the Company to consummate the Merger is
subject to the  fulfillment by the Company and Millennium of various  conditions
including a 1-for- 2.5 reverse  split of the  Company's  issued and  outstanding
shares of common stock.

      If the  Merger is  completed,  the  financial  condition  and  results  of
operations of the Company after the Merger will be significantly  different than
the  financial  condition  and results of the Company prior to Merger due to the
operations of Millennium  which will be consolidated  with the operations of the
Company.

Liquidity and Capital Resources

      As of December  31,  1996,  the Company had total  assets of $524,524  and
liabilities  of $7,410.  This  compares to total  assets of  $532,210  and total
liabilities  of $1,211 at the year ended  September  30,  1996.  At December 31,
1996,  the Company's  assets  consisted of cash  representing  the remaining net
proceeds of the Company's public offering.

      If the Millennium Memory transaction is closed, the assets and liabilities
of the Company will be  significantly  different  than the Company's  historical
asset and liability position.

Results of Operations

      The Company has not commenced any active business operations.  The Company
had  revenues of $6,165 for the three months  ended  December 31, 1996  compared
with  revenues of $4,205 for the three  months  ended  December  31,  1995.  All
revenue  received by the Company since its  inception  has been interest  income
accruing on the Company's bank accounts.

     The  Company  had total  expenses  of $21,045  for the three  months  ended
December 31, 1996  compared  with  expenses of $7,751 for the three months ended
December 31, 1995. The

                                   8

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significant  increase in expenses was the result of professional and travel
fees relating to the Merger.

      If the Merger is completed, the Company's results of operations for future
reporting periods will be significant then the Company's  historical  results of
operations due to a change of business operations.

                       PART II - OTHER INFORMATION


Item        1. Legal  Proceedings.  To the best  knowledge  of the  officers and
            directors, neither the Company nor any of its officers and directors
            are party to any legal  proceeding or  litigation.  As to the matter
            discussed  above in the "Liquidity and Capital  Resources"  section,
            the Company has assigned its rights against its former  president to
            the Bank. Any lawsuit filed against such individual will be filed by
            the Bank.

Item 2.     Changes in Securities.  None.

Item 3.     Defaults Upon Senior Securities.  None.

Item 4.     Submission of Matters to a Vote of Securities Holders.  None.

Item 5.     Other Information.  None.

Item 6(a).  Exhibits.  None.

Item 6(b).  Reports on Form 8-K.

                                   9

<PAGE>


                                SIGNATURE


      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.


Dated: February 11, 1997                  BEACON CAPITAL INVESTMENT,
                                          INC.


                                          By /s/ Douglas P. Morris, President

                                                Douglas P. Morris
                                                President
                                                Principal Executive Officer
                                                Principal Financial Officer























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