U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                Form 10-QSB

(Mark One)
__X__ Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended January 31, 1999.

_____ Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _________ to
_________.

Commission File No:   0-28530

                     BOULDER CAPITAL OPPORTUNITIES, INC.
                   (Name of small business in its charter)

Colorado                                  84-1341980
(State or other                      (IRS Employer Id.  No.)
jurisdiction of Incorporation)

192 Searidge Court
Shell Beach, CA                        93449
(Address of Principal Office)        Zip Code

Issuer's telephone number:    (805) 773-5350

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 ____

Applicable only to issuers involved in bankruptcy proceedings during the
past five years:

Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ____ 
No ____

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  At January 31, 1999,
the following shares of common were outstanding:  Common Stock, no
par value, 1,010,000 shares

Transitional Small Business Disclosure
Format (Check one):
Yes ____  No   X  


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


BOULDER CAPITAL OPPORTUNITIES, INC
(A Development Stage Company)

Quarter Ended January 31, 1999<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)


Index to Financial Statements


Balance Sheet
Statements of Loss and Accumulated Deficit
Statements of Cash Flows
Notes to Financial Statements

<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
BALANCE SHEET
January 31, 1999 (Unaudited)
<TABLE>
<CAPTION>
<S>                                                <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                            -
 Total current assets                                -

NON-CURRENT ASSETS
Organizational costs (net)                         800
 Total other assets                                800

TOTAL ASSETS                                       800

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                 1,645
 Total current liabilities                       1,645

STOCKHOLDERS' EQUITY
Common stock, no par value
 100,000,000 shares authorized;
 1,010,000 shares issued and
 outstanding                                     8,025

Preferred stock, no par value
 10,000,000 shares authorized;
 no shares issued and outstanding                    -
Additional Paid-in Capital                      10,380

Deficit accumulated during the
 development stage                            (19,250)

 Total stockholders' equity                      (845)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                             800
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
Page 1 of 2
(UNAUDITED)

<TABLE>
<CAPTION>
                                For the three months ended 
                                         January 31
                                   1999                   1998
<S>                                 <C>                    <C>

INCOME                                -                      -

EXPENSES
Amortization                         88                     88
Legal and
 professional                       982                  2,053

TOTAL EXPENSES                    1,070                  2,141

NET LOSS                        (1,070)                (2,141)

Balance, beginning of
 period                        (18,180)               (12,735)

Balance, end of
 period                        (19,250)               (14,876)

NET LOSS 
  PER SHARE                    (.001)                (.002)

WEIGHTED AVERAGE
NUMBER OF SHARES
 OUTSTANDING                  1,010,000              1,010,000
</TABLE>
The accompanying notes are an integral part of the financial statements.<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
Page 2 of 2
(UNAUDITED)

<TABLE>
<CAPTION>
                                                                           Period from
                                                                             Inception
                                       Nine Months Ended                  (4/22/96) to
                                1/31/99               1/31/98                 1/31/99

<S>                                 <C>                    <C>                     <C>

INCOME                                -                      -                       -

EXPENSES
Amortization                        265                    264                     975
Legal and
 professional                     3,349                  5,588                  18,275

TOTAL EXPENSES                    3,614                  5,852                  19,250

NET LOSS                        (3,614)                (5,852)                (19,250)

Balance, beginning of
 period                        (15,630)                (9,024)                       -

Balance, end of
 period                        (19,250)               (14,876)                (19,250)

NET LOSS 
  PER SHARE                    (.0036)                (.0058)                   (.019)

WEIGHTED AVERAGE
NUMBER OF SHARES
 OUTSTANDING                  1,010,000              1,010,000               1,010,000
</TABLE>
The accompanying notes are an integral part of the financial statements.

<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                               For the         For the                Period from
                               nine months     nine months            inception
                               ended           ended                  (4/22/96)
                               January 31      January 31             to January 31
                                   1999           1998                    1999
<S>                                 <C>            <C>                     <C>
CASH FLOWS FROM
 OPERATING 
 ACTIVITIES
Net Loss                        (3,614)        (5,852)                (19,250)
Noncash items
 included in net loss:
    Amortization
    expense                         265            264                     975
  Expenses paid by
    related party                     -               

Changes in:
  Current
  liabilities                       381        (1,948)                   1,645
Net cash used 
  by operating
  activities                    (2,968)        (7,536)                  16,630

CASH FLOWS FROM
 INVESTING
 ACTIVITIES                           -              -                       -

CASH FLOWS FROM
 FINANCING
 ACTIVITIES
Issuance of common                    -              -                   6,250
Contributed capital               4,018          6,362                  10,380

NET CASH PROVIDED BY
 FINANCING ACTIVITIES                                -                  16,630

NET INCREASE
 (DECREASE) IN
 CASH AND CASH
 EQUIVALENTS                       (74)        (1,174)                       -

CASH AND CASH
 EQUIVALENTS,
 BEGINNING OF
 PERIOD                              74          1,174                       -

CASH AND CASH
 EQUIVALENTS,
 END OF PERIOD                        -              -                       -
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
BOULDER CAPITAL OPPORTUNITIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
January 31, 1999

NOTE 1.  Basis of Presentation

       The information included in the consolidated condensed financial
statements is unaudited, but includes all adjustments (consisting of
normal recurring items) which are, in the opinion of management,
necessary for a fair representation of the interim period presented.

NOTE 2.  Development Stage Company

       The Company was incorporated under the laws of the State of
Colorado on April 22, 1996.  The Company is an enterprise in the
development stage as defined by Statement No. 7 of the Financial
Accounting Standards Board and has not engaged in any business other
than organizational efforts.

NOTE 3.  Loss Per Common Share

       Loss per common share has been computed based upon the
weighted average number of shares of common stock outstanding during
each period.

Note 4.  Interest and Income Tax Expense

       The Company neither incurred nor paid any interest or income
tax liabilities during the interim periods presented.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION.

       The Company's plan of operations for the next twelve months is
to continue to seek to complete a merger or acquisition transaction with
a small or medium-sized enterprise which desires to become a public
corporation.  In selecting a potential merger or acquisition candidate, the
Company will consider many factors, including, but not limited to,
potential for growth and profitability, quality and experience of
management, capital requirements, and the ability of the Company to
qualify its shares for trading on NASDAQ or on an exchange.

       The types of business enterprises which it is believed might find
a business combination with the Company to be attractive include
acquisition candidates desiring to create a public market for their shares
in order to enhance liquidity for current shareholders, acquisition
candidates which have long-term plans for raising capital through the
public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, foreign
companies desiring to obtain access to U.S. customers and U.S. capital
markets, and acquisition candidates which plan to acquire additional
assets through issuance of securities rather than for cash, and believe that
the possibility of development of a public market for their securities will
be of assistance in that process.  Acquisition candidates which have a
need for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.

       The Company's balance sheet for the quarter ended January 31,
1999, reflects no current assets and current liabilities in the amount of
$1,645.  The Company will be required to raise additional funds, or its
shareholders will be required to advance funds in order to pay its current
liabilities and to satisfy the Company's cash requirements for the next
twelve months.  The Company has no current plans to raise additional
funds and it has no formal agreement or understanding in place with its
shareholders or other persons pursuant to which they have agreed to
contribute additional capital.  However, during the first nine months of
the current fiscal year, one of the Company's principal shareholders has
contributed a total of $4,018 of additional capital in order to enable the
Company to pay its current liabilities and management believes that the
Company's shareholders will continue to advance capital to the Company
for the remainder of the current fiscal year in order to enable it to pay
its current liabilities.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.  

Except for historical matters, the matters discussed in this Form 10-QSB
are forward-looking statements based on current expectations, and
involve risks and uncertainties.  The Company wishes to caution the
reader that there are many uncertainties and unknown factors which
could affect its ability to carry out its business plan in the manner
described herein.
<PAGE>
Part II - OTHER INFORMATION

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)    EXHIBIT 27 - Financial data schedule.

       (b)     There have been no reports on Form 8-K for the
quarter ending January 31, 1999.

                              *****************

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.

BOULDER CAPITAL OPPORTUNITIES, INC.
(Registrant)

Date:  March 5, 1999

Signature:  /s/_____________________________
               Mark DiSalvo, President