UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB/A
[X]Annual Report Under Section 13 or 15(d) of The
Securities Exchange Act of 1934

For the Fiscal Year Ended September 30, 1999

[ ]Transition Report Under Section 13 or 15(d) of The Securities Exchange Act
of 1934 for the transition period from _____________ to ____________

Commission File Number 33-37809-NY

Castle Holding Corp.
(Name of Small Business Issuer in its Charter)

Nevada
(State or Other Jurisdiction of Incorporation)
77-0121957
(I.R.S. Employer Identification No.)

45 Church Street, Suite 25, Freeport, NY
(Address of Principal Executive Offices)
11520
(Zip Code)

Issuer's Telephone Number: (516)868-2000

Securities Registered under Section 12(b) of the Exchange Act: None

Securities Registered under Section 12(g) of the Exchange Act: Common Stock,
Par Value $.0025 per Share.

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

Check if there is no disclosure of delinquent filers in response to item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part iii of this form 10-KSB or any amendment to
this form 10-KSB. [X ]

The  issuer's revenues for its most recent fiscal year was  $3,309,663

As of November 30, 1999, the aggregate market value of the registrant's common
stock (based on its $.25 reported last bid price on the OTC Bulletin Board) held
by non-affiliates of the registrant was $ 679,000.

As of November 30, 1999, there were 6,660,500 common shares outstanding.

<PAGE>1


PART I

Item 1. DESCRIPTION OF BUSINESS


Castle Holding Corp. (The "Company" or the "Registrant") is a holding Company
incorporated in Nevada on June 13, 1986.  The Company conducts substantially
all of its business through two subsidiaries, Castle Securities Corp.
("Castle" or "CSC-1") and Citadel Securities Corp. ("Citadel" or "CSC-2").
Castle was incorporated in New York on December 7, 1984 and operates as a
broker-dealer in securities.  Its business activities include the underwriting
and brokerage of fixed income and equity securities.  Citadel was incorporated
in New York on April 11, 1991 and also operates as a broker-dealer in
securities.  Citadel makes markets in Nasdaq, OTC Bulletin Board and "Pink
Sheets" securities, has no retail customers, and conducts business exclusively
with other broker-dealers.

Castle and Citadel are broker-dealers registered with the Securities and
exchange Commission ("SEC") and members of the National Association of
Securities Dealers ("NASD"), the Municipal Securities Rule Making Board
("MSRB"), and the Securities Investor Protection Corporation ("SIPC").  Castle
is currently licensed to conduct its broker-dealer business in 36 states and
the District of Columbia.   Citadel is currently licensed to conduct its broker-
dealer business only in New York.

On December 28, 1998, the Company paid a 100% stock dividend and on June 25,
1999, the Company paid a 300% stock dividend.  All references to shares and
per share amounts herein have been restated to retroactively reflect these
stock dividends.

<PAGE>2





Revenues By Source
For the years ended September 30, 1999 and 1998, revenues were derived as
follows:

<TABLE>


                                            Years Ended September 30,
                                              1999           1998
<S>                                           <C>            <C>
Commissions:
    Castle Online                             $2,484,152     $1,017,136
     Active Account Program                      348,349        541,840
     Other stocks and bonds                       94,285         86,941
     Mutual funds                                 16,566         13,527
     Total commissions                         2,943,352      1,659,444

Principal Transactions:
     Trading accounts                            358,933        257,701
     Investment accounts                             280        (21,931)

    Total principal transactions                 359,213        235,770

Interest and dividends                             7,098          4,485

Total revenues                                $3,309,663      1,899,699

</TABLE>

Castle Online

Castle Online ("Online") is a division of Castle started in July 1996 to allow
customers to engage in securities transactions directly over the Internet.  In
April 1997, Online installed a T-1 fiber optics data feed expandable into a T-3
data feed.  To date, only securities listed on the New York Stock Exchange, the
American Stock Exchange and the Nasdaq Stock Market have been available to
Online customers.

Castle maintains a web site (www.castleonline.com) where parties interested in
online trading can both learn about the various features of this service and can
register for trading.  This system offers customers the ability to execute day
trades (the practice of buying and selling securities, usually exiting the
position in the same day) using the Company's JavaTrader order entry software.

With respect to the Nasdaq Stock Market (over 95% of Online transactions involve
securities listed there), the system offers five routing selections for
customers to transact their buying and selling.  The first is SOES, an automated
execution method that allows an investor to buy at the offer and sell at the
bid.  The second is Selectnet, whereby an investor can submit an order within
the spread for only Market Makers to view and possibly execute.   The newest
option provided is routing orders to Knight Securities for automated execution.
This selection accepts the following types of orders:  market, limit, stop
limit, and stop loss.  Lastly, we offer two Electronic Communications Networks
("ECN") to choose from:  Island ("ISLD") and Nextrade ("NTRD"). By submitting
an order on an ECN, an investor "posts" the order to buy or sell a security on
the Nasdaq Level 2 screen, so that the entire market can see it and execute on
it.  The ISLD or NTRD symbol, which displays the customer order like a Market
Maker, will move to the price designated by an investor's order.

Online software offers customers the ability to place unsolicited market and
limit orders and view executions without the necessity of telephone calls to
Castle registered representatives. For $150 per month ($0 if customer monthly
transactions exceed 100), customers are provided real time

<PAGE>3

Nasdaq level II quotes and other quotes, news and charts.  Commissions start at
$19.95 per trade.

For the years ended September 30, 1997, 1998 and 1999, Online customer
transactions totaled 18,986, 57,610, and 149,107, respectively.  At September
30, 1997, September 30, 1998 and September 30, 1999, Online had funded customer
accounts numbering 90, 168, and 360, respectively.

Registrant expects Online to become its primary source of future growth,
revenues and profitability.

Principal  Transactions

In April 1994, Castle resumed market-making activities in over-the-counter
equity securities (Castle had ceased such activities on August 24, 1992). In
April 1996, such activities were transferred to Citadel. At September 30, 1999,
Citadel employs two traders making markets in a total of 55 securities, 3 quoted
on the Nasdaq Stock Market, 43 quoted on the OTC Bulletin Board, and 9 quoted on
the "Pink Sheets."

Trading profits or losses are dependent upon the skill of the firm's employees
in market-making activities, the capital allocated to the firm's positions in
various securities and the general trend of prices and level of activity in the
securities markets. Trading as principal requires the commitment of capital and
creates an opportunity for profits and losses due to market fluctuations.
Citadel takes both long and short positions in those securities in which it
makes a market.

Under its present restriction agreement with the NASD, Citadel is limited to
making markets in 100 securities.

Active Account Program

The Active Account Program ("AAP") is a division of Castle started in December
1992 to afford active customers quick executions using automated order entry
systems (such as SOES, SelectNet and the ISLD ECN) at relatively low commission
rates.  Most AAP customers opened margin accounts and gave trading authorization
to a Castle registered representative.

For the years ended September 30, 1997, 1998, and 1999, AAP customer
transactions totaled 184,654, 33,041, and 23,865, respectively.  At September
30, 1999, the AAP has only one remaining registered representative day trading
a discretionary account on a full time basis.

Investment Banking

Since inception, Castle has been the managing underwriter of completed "best
efforts" public offerings of equity securities for 23 issuers (the last one was
completed in 1991). Additionally, Castle has participated in other equities and
municipal bond offerings as a selected dealer or selling group member.
In May 1999, Castle executed a letter of intent to act as managing underwriter
of a "best efforts" public offering of equity securities of Exhaust
Technologies, Inc.  The related registration statement has not been filed as
of September 30, 1999 and accordingly the offering is not expected to commence
until the year 2000.

Castle is currently revising its website (www.castlesecurities.com) to display
prospectuses and offer new issues over the Internet.

As an underwriter, Castle is subject to liability under the Securities Act of
1933, as amended, state and other laws in the event, among other matters, that
the registration statement or prospectus contains a material misstatement or
omission. Castle's potential liability as an underwriter is not generally
covered by insurance.
<PAGE>4

Investment Management

On December 23, 1993, Castle Advisers Inc. ("CAI") was formed to operate as
a general partner for limited partnerships in the business of securities
investment. On March 29, 1994, CAI executed a limited partnership agreement
with Castle Advisors Limited Partnership 94-1 ("CALP") to operate as its general
partner. Under the agreement, CAI receives a performance incentive allocation
equal to 1% of the profits (which exceed cumulative losses previously allocated
to limited partners).

At  September  30, 1999,  CALP  had  net assets of approximately $134,955,
including its $120,000 investment in the Company.   Since inception, CAI has
earned $525 in performance incentive fees.



<PAGE>5

Clearing Broker

In executing customers' orders to buy or sell listed securities and other
securities in which it does not make a market, Castle generally acts as an
agent and charges a commission.

Castle and Citadel have clearing agreements with JB Oxford & Company. The
clearing broker clears transactions on a fully disclosed basis for Citadel and
for Castle's account and the accounts of its customers. The services provided by
the clearing broker include billing and receipt, and custody and delivery of
securities, for which Castle and Citadel pays the clearing broker certain
transaction fees and miscellaneous charges.

Competition

The Company, through Castle and Citadel, both registered broker/dealers and
members of the NASD, is engaged in a highly competitive business. Its principal
competition includes, with respect to one or more aspects of its business, all
of the member organizations of the New York Stock Exchange ("NYSE") and other
registered securities exchanges, all members of the NASD, and commercial banks
and thrift institutions. Many of these organizations are national firms and
have substantially greater financial and human resources than Castle or Citadel.

Discount brokerage firms seeking to expand their share of the retail market,
including firms affiliated with commercial banks and thrift institutions, are
devoting substantial funds to advertising and direct solicitation of customers.
In many instances, Castle and Citadel are competing directly with such
organizations. In addition, there is competition for investment funds from the
real estate, insurance, banking and savings and loan industries. The Company
believes that the principal factors affecting competition for the securities
industry are the quality and ability of professional personnel and relative
prices of services and products offered.

Regulation

The securities industry in the United States is subject to extensive regulation
under federal and state laws. The SEC is the federal agency charged with
administration of the federal securities laws. Much of the regulation of
broker-dealers, however, has been delegated to self-regulatory organizations,
principally the NASD and the national securities exchanges, although the SEC
maintains jurisdiction and is not necessarily bound by the actions or
recommendations of the NASD. These self-regulatory organizations adopt rules
(which are subject to approval by the SEC) that govern the industry and conduct
periodic examinations of member broker-dealers. Securities firms are also
subject to regulation by state securities commissions in the states in which
they are registered.

The regulations to which broker-dealers are subject cover all aspects of the
securities business, including sales methods, trade practices among broker-
dealers, capital structure of securities firms, record-keeping and conduct of
directors, officers and employees. Additional legislation, changes in rules
promulgated by the SEC and self-regulatory organizations, or changes in the
interpretation or enforcement of existing laws and rules often directly affect
the method of operation and profitability of broker-dealers.  The SEC, self-
requlatory organizations and state security regulators may coinduct
administrative proceedings, which can result in censure, fine, suspension or
expulsion of a broker-dealer, its officers or employees. The principal purpose
of regulation and discipline of broker-dealers is the protection of customers
and the securities markets rather than protection of creditors and stockholders
of broker-dealers.

<PAGE>6

Net Capital Requirements

As broker-dealers, Castle and Citadel are subject to the SEC's Net Capital Rule
(the "Rule") which is designed to measure the general financial integrity and
liquidity of a broker-dealer. The Rule requires the maintenance of minimum net
capital (at September 30, 1999, $8,944 for Castle and $100,000 for Citadel) and
requires that the ratio of aggregate indebtedness, as defined, to net capital,
not exceed 15 to 1. In computing net capital, various adjustments to net worth
are made with a view to excluding assets that are not readily convertible into
cash and making a conservative statement of other assets, such as a firm's
position in securities.  Compliance with the rule limits those operations of
securities firms that requiret the intensive use of their capital, such as
underwriting commitments and principal trading activities, and limits the
ability of securities firms to pay dividends.Both Castle and Citadel are
required to file "Focus" reports with the NASD. The purpose of these reports
is to provide the NASD with a current financial status for each Company and
to evidence compliance with the net capital requirements.In addition to the
above requirements, funds invested as equity capital may not be withdrawn, nor
may any unsecured advances or loans be made to any stockholder of a registered
broker-dealer, if, after giving effect to such withdrawal, advance or loan and
to any other such withdrawal, advance or loan as well as to any scheduled
payments of subordinated debt which are scheduled to occur within six months,
the net capital of the broker-dealer would fail to equal 120% of the minimum
dollar amount of net capital required or the ratio of aggregate indebtedness
to net capital would exceed 10 to 1. Finally, any funds invested in the form
of subordinated debt generally must be invested for a minimum term of one year
and repayment of such debt may be suspended if the broker-dealer fails to
maintain certain minimum net capital levels. For example, scheduled payments
of subordinated debt are suspended in the event that the ratio of aggregate
indebtedness to net capital of the broker-dealer would exceed 12 to 1 or if
its net capital would be less than 120% of the minimum dollar amount of net
capital required.

Employees

At September 30, 1999, the Company employed a total of 48 persons, including 2
executive personnel, 33 other registered representatives (17 part-time), and 13
other full-time administrative persons.
Registered representatives are required to take examinations given by the NASD
and approved by the NYSE and all principal exchanges as well as state securities
authorities in order to be registered. There is intense competition among
securities firms for registered representatives with proven sales production
records.  The Company considers its employee relations to be good and believes
that its compensation and employee benefits are competitive with those offered
by other securities firms. None of the Company's employees are covered by a
collective bargaining agreement.

Item 2. DESCRIPTION OF PROPERTY

The Company, Castle, and Citadel maintain their business headquarters at 45
Church Street, Freeport, New York 11520, where they occupy approximately 16,000
square feet of office space. The facilities are occupied under six lease
agreements that provide for total monthly rentals of $6,417 and expire October,
2002. At the option of a wholly owned subsidiary of the Company, the leases are
renewable for periods extending the terms to October 2007.   The facilities
provide the Company with sufficient space in which to conduct its present
activities and store required business records pursuant to rules and regulations
of the SEC and the NASD.

<PAGE>7

Item 3. LEGAL PROCEEDINGS

Since inception Castle and certain of its principals have been the targets of
various legal and administrative proceedings brought by the SEC, the NASD or
other state securities commissions.  Additionally, in the normal course of its
business, Castle, from time to time, is involved in claims, lawsuits and
arbitrations brought by its customers.

Material legal proceedings outstanding at September 30, 1999 follows:

(1)  SEC V. U.S. Environmental, Inc., Castle, Michael T. Studer et.al.

     On September 13, 1994, the SEC filed a civil action against Castle, its
     president, a former registered representative and eight other defendants.
     The action alleges violations of Section 5(a) and (c), and 17(a) of the
     Securities Exchange Act of 1934 and Rules 10b-3, 10b-5, 10b-6, and 15c1-2
     thereunder.  The complaint seeks injunctive relief and disgorgement of
     profits in the  approximate amount of $175,000.  An answer and amended
     answer has been filed on behalf of Castle and its president and discovery
     has commenced but no trial date has yet been set.


(2)  National Association of Securities Dealers, Inc. Market Surveillance
     Committee V. Castle, Michael T. Studer et. al.

     On October 6, 1994, the National Association of Securities Dealers, Inc.
     Market Surveillance Committee (the "MSC") commenced a disciplinary
     proceeding against Castle, its president, and two former registered
     representatives.  The complaint alleges violations of Article III,
     Sections 1, 4, 18 and 27 of the Association's Rules of Fair Practice and
     Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
     thereunder.   After a hearing on June 20, 1995, in MSC's Decision dated
     February 7, 1996, Castle and its president were fined jointly and
     severally, $25,000 and were ordered to make restitution to specified
     customers totaling approximately $10,000.  Castle and its president
     appealed the decision to the National Business Conduct Committee
     (the "NBCC") of the NASD and a hearing of the appeal was held on
     June 7, 1996.  In its Amended Decision dated October 21, 1996, the NBCC
     affirmed the fines and restitution order. On November 15, 1996, Castle
     and its president appealed the NBCC Amended Decision to the SEC.  On
     January 7, 1998, the SEC affirmed the NBCC Amended Decision.  On
     May 18, 1998, the SEC denied Castle's Motion for Reconsideration filed
     January 21, 1998.  On February 5, 1998 and June 15, 1998, Castle and its
     president filed petitions for review of the NASD and SEC actions to the
     Second Circuit of the United States Court of Appeals, which matters are
     still pending.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to Security holders during the two fiscal years
ended September 30, 1999.


<PAGE>8




Part II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock $.0025 par value, is traded in the over-the-counter
market under the OTC Bulletin Board "CHOD".  However, there is no established
trading market as actual transactions are infrequent.  The following table sets
forth the range of high and low closing bid quotations by calendar quarters as
reported by the National Quotation Bureau from October 1, 1997 through
September 30, 1999, as adjusted for the 100% stock dividend paid
December 28, 1998 and the 300% stock dividend paid June  25, 1999.  Bid
quotations represent prices between dealers, do not include retail mark-ups,
mark-downs or other fees or commissions, and do not necessarily represent
actual transactions.

<TABLE>

    Quarter Ended:              High Bid           Low Bid
    <S>                           <C>               <C>
    December 31, 1997             0.031             0.031
    March 31, 1998                0.031             0.031
    June 30, 1998                 0.047             0.031
    September 30, 1998            0.063             0.047
    December 31, 1998             0.594             0.063
    March 31, 1999                1.000             0.281
    June 30, 1999                 1.750             0.422
    September 30, 1999            0.938             0.156

</TABLE>

As of September 30, 1999, the number of holders of record of the company's
common stock was 155.  There were ten (10) market makers for the company's
common stock, 6,640,500 shares outstanding and the closing bid price was
$0.1875.

Registrant has paid no cash dividends and has no present plan to pay cash
dividends, intending instead to reinvest its earnings, if any.  However, payment
of future cash dividends will be determined from time to time by its Board of
Directors, based upon its future earnings, financial condition, capital
requirements and other factors.


<PAGE>9




Recent Sales of Unregistered Securities

Equity securities of the Registrant sold by the Registrant during the quarterly
period ended September 30, 1999 that were not registered under the Securities
Act were:

<TABLE>

                  Title of   Number
Date of Sale      Security   Shares    Purchases          Consideration

<S>               <C>        <C>       <C>                <C>
July 1, 1999      Common     1,500     Three employees    Services valued
                  Stock                of vendor          at $750

July 15, 1999     Common       800     Two employees       Services valued
                  Stock                                    at $500

July 15, 1999     Common     6,000     Sandor Marketing    Prepaid services
                  Stock                Group Inc.          valued at $3,750

August 5, 1999    Common    12,000     Mitchell Menik      Prepaid services
                  Stock                                    valued at $7,500

August 5, 1999    Common       800     Eight employees     Services valued
                  Stock                                    at  $800

August 11, 1999   Common    10,000     Ferdinand Schmid    $6,250
                  Stock                                    Promissory Notes

September 8, 1999 Common     3,000     Three employees     $1,875
                  Stock                                    Promissory Notes
</TABLE>



No underwriting discounts or commissions were paid in connection with any of the
above sales.  For all of the above sales, the registrant claimed exemption
from registration under Section 4(2) of the Securities Act of 1933.


<PAGE>10


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations

General - Substantial positive and negative fluctuations can occur in the
Registrant's business due to a variety of factors, including variations in
the market value of Securities, the volatility and liquidity of trading
markets, and the level of market activity. As a result, net income and
revenues in any particular period may not be representative of full-year
results and may vary significantly from year to year and from quarter to
quarter. In addition, results of operations have been in the past and may in
the future continue to be materially affected by many factors of a national and
international nature, including economic and market conditions, currency values,
inflation, the availability of capital, the level and volatility of interest
rates, the valuation of Securities positions and investments, and legislative
and regulatory developments, as well as the size, number and timing of
transactions.  The Registrant's results of operations also may be materially
affected by competitive factors and its ability to attract and retain highly
skilled individuals.

Year ended September 30, 1999 compared to year ended September 30, 1998

Net loss for the year ended September 30, 1999 was $(63,865), or $(.01)
per share, compared to a net loss of $(186,718), or $(.04) per share, for the
year ended September 30, 1998. Total revenues increased $1,409,964 (74%) to
$3,309,663 and total expenses increased $1,288,016 (62%). Revenues less
commissions and clearing and execution costs were $2,044,817 in 1999 compared
to $1,403,171 in 1998.  In 1998, clearing and execution costs were reduced by
$266,162 received from CSC-1's clearing agent in settlement of prior fee
disputes.

The increase in total revenues was due to  $1,467,016 higher commissions
derived from Castle Online. Castle Online customer transactions increased
from 57,610 in 1998 to 149, 107 in 1999.  Castle Online funded customers
increased from 90 at September 30, 1997 to 168 at September 30, 1998 to 360
at September 30, 1999.

Commissions expense as a percentage of total revenues was 14% and 13% in 1999
and 1998, respectively.

Excluding the $266,162 settlement in 1998 noted above (which reduced 1998
clearing and execution costs), clearing and execution costs as a percentage
of total revenues were 24% and 27% in 1999 and 1998, respectively.

Communications expense increased $123,965 from $179,728 in 1998 to $303,693
in 1999. This increase was due to higher NASDAQ network charges and the
addition of a second Internet service in 1999.

Administrative compensation and employee benefits increased $166,121 (28%)
and professional and consulting fees increased  $112,773.  These increases
were due primarily to the addition of personnel and consultants for software
development, marketing, and service support of Castle Online.

Liquidity and Capital Resources

The majority of the Registrant's assets are highly liquid and short-term in
nature. Cash, due from brokers, and securities owned at September 30, 1999
totaled $556,208, 68% of the Registrant's assets.

Cash and cash equivalents increased $195,867 from $187,266 at
September 30, 1998 to $383,133 at September 30, 1999. This increase was due
primarily to sales of common shares with net proceeds totaling $227,500.


Castle and Citadel, the Registrant's broker-dealer subsidiaries, are subject
to "net capital" requirements of the SEC. Among other things,
these requirements limit the number of markets which they may make and the
value of securities inventories which they may carry. Presently, a broker or
dealer engaged in activities as a market maker must maintain net capital in
an amount not less than $2,500 for each security in which it makes a market
(unless a security in which it makes a market has a market value of $5.00 or
less in which event the amount of net capital shall be not less than $1,000 for
each such security).

At September 30, 1999, Castle had net capital of $88,496, which was $79,552
in excess of its required net capital of $8,944, and Citadel had net capital
of $213,582, which was $113,582 in excess of its required net capital of
$100,000.

<PAGE>11

Item 7.  FINANCIAL STATEMENTS

Index to Consolidated Financial Statements

<TABLE>

<S>                                                             <C>
Description                                                     Page No.

Index to Consolidated Financial Statements                        12

Independent Auditors' Report                                      13

Consolidated Statements of Financial Condition,
September 30, 1999 and 1998                                       14

Consolidated Statements of Operations,
Years ended September 30, 1999 and 1998                           15


Consolidated Statements of Changes in Stockholders' Equity,
Years ended September 30, 1999 and 1998                           16-17

Consolidated Statements of Cash Flows,
Years ended September 30, 1999 and 1998                           18-19

Notes to Consolidated Financial Statements,
Years ended September 30, 1999 and 1998                           20-29

</TABLE>

<PAGE>12




INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders of
Castle Holding Corp.

We have audited the accompanying statement of consolidated financial
condition of Castle Holding Corp. and Subsidiaries ("the Company") as of
September 30, 1999 and the related consolidated statements of operations
changes in stockholder's equity, and cash flows for the year then ended.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement  presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Company as of September 30, 1999 and the results of its consolidated
operations and cash flows for the year then ended in conformity with
generally accepted accounting principles.





Massella, Tomaro & Co., LLP
Jericho, New York
December 23, 1999



<PAGE>13

CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Financial Condition

<TABLE>

                                                               September 30,
                                                            1999         1998
Assets
<S>                                                  <C>           <C>
Cash and cash equivalents                            $   383,133   $  187,266
Due from brokers                                         137,455       65,977
Securities owned, at market value                         35,620       26,121
Equipment, less accumulated depreciation
  of $164,151 and $143,838, respectively                  31,667       56,014
Equipment under capital leases, less accumulated
  depreciation of $89,090 and $65,241, respectively       66,482       30,468
Leasehold improvements, less accumulated
  amortization of $77,296 and $50,668, respectively      105,086       85,017
Other assets                                              55,996       33,077

Total assets                                          $  815,439   $  483,940

Liabilities and Stockholders' Equity

Liabilities:
    Notes payable                                     $   87,500   $  127,500
    Accounts payable and accrued expenses                245,256      152,911
    Commissions payable                                   17,175       14,368
    Income taxes payable                                   1,998        2,661
    Securities sold, not yet purchased, at market            806        2,983
    Obligations under capital leases                      71,428       33,376
    Loan subordinated to claims of general creditors      50,000       50,000
       Total liabilities                              $  474,163   $  383,799

Commitments and contingencies  (Note 11)                       -            -

Stockholders' equity:
    Common stock, $.0025 par value; authorized
     10,000,000 shares, issued and outstanding
     6,640,500 and 5,034,400 shares, respectively         16,601       12,586
    Additional paid - in capital                         862,444      398,334
    Accumulated deficit                                 (349,644)    (285,779)
         Total                                           529,401      125,141
    Less: stock subscriptions receivable                (188,125)     (25,000)

         Total stockholders' equity                      341,276      100,141

Total liabilities and stockholders' equity           $   815,439   $  483,940

</TABLE>

                    See accompanying notes to consolidated financial statements.






<PAGE>14

CASTLE  HOLDING  CORP. AND SUBSIDIARIES
Consolidated Statements of Operations


<TABLE>

                                      Year Ended September 30,
<S>                                   1999                1998
Revenues:                              <C>             <C>
    Commissions                        $2,943,352      $1,659,444
    Principal transactions                359,213         235,770
    Interest and divide                     7,098           4,485

       Total revenues                  $3,309,663      $1,899,699

Expenses:
    Commissions                           461,035         247,985
    Clearing and execution costs          803,811         248,543
    Communications                        303,693         179,728
    Advertising                            44,724          23,963
    Administrative compensation
      and employee benefits               752,542         586,421
    Professional and consulting fees      308,397         195,624
    Registration and regulatory fees       29,192          31,827
    Occupancy                              64,220          45,143
    Interest                               31,829          27,276
    Other                                 571,667         496,584

        Total expenses                  3,371,110       2,083,094

Loss before provision for income taxes    (61,447)       (183,395)

Provision for income taxes                  2,418           3,323

Net loss                               $  (63,865)    $   186,718)

Net loss per share:
    Basic and diluted                  $     (.01)    $      (.04)

Weighted average number of common
      shares outstanding                5,828,017       4,976,400

</TABLE>



     See accompanying notes to consolidated financial statements.




<PAGE>15

CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements  of Changes in Stockholders' Equity
For the Years Ended September 30, 1999 and 1998
(Page 1 of 2)

<TABLE>

                                                                                                        Total
                                                Common Stock,        Additional (Accum-    Stock Sub-   Stock-
                                                $.0025  Par Value    Paid - in  ulated     scriptions   holders'
                                                Shares    Amount      Capital   Deficit)   Receivable   Equity

<S>                                             <C>        <C>       <C>        <C>         <C>           <C>
Balances, September 30, 1997                    4,898,400  $12,246   $367,674   $ (99,061)  $ (25,000)    $255,859

Issuance of common shares to lessor in
November 1997 and charged to operations            80,000      200      9,800           -           -       10,000

Issuance of  common shares to advertiser
in September 1998 and charged to
operations                                         56,000      140     20,860           -           -       21,000

Net loss                                                -        -          -    (186,718)          -     (186,718)

Balances, September 30, 1998                    5,034,400   12,586    398,334    (285,779)    (25,000)     100,141

Issuance of common shares to lessor in
October 1998 and charged to operations            108,000      270     13,230           -            -      13,500

Issuance of common shares to two
customers in November 1998 in
legal settlement and charged to operations         80,000      200      9,800           -            -      10,000

Sale of common shares to investor in
February 1999 at $.25 per share                    40,000      100      9,900           -     (10,000)           -

Sale of common shares to investor in
March 1999 at $.3125 per share                     40,000      100     12,400           -           -       12,500

Sale of common shares to three CHC
directors (302,000 shares) and
three key employees (178,000 shares)
in March 1999 at $.3125 per share                 480,000    1,200    148,800           -    (150,000)           -

Sale of common      shares to investor in
April 1999 at $.3125  per share pursuant
to Rule 504 offering, less $35,000 offering
costs                                             800,000    2,000    213,000           -           -      215,000

</TABLE>





       See accompanying notes to consolidated financial statements


<PAGE>16


CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements  of Changes in Stockholders' Equity
For the Years Ended September 30, 1999 and 1998
(Page 2 of 2)


<TABLE>
                                                                                                                    Total
                                                        Common Stock,      Additional     (Accum-     Stock  Sub-   Stock-
                                                      $.0025  Par Value     Paid -in       ulated     scriptions    holders'
                                                    Shares     Amount        Capital       Deficit)   Receivable    Equity

<S>                                                 <C>           <C>       <C>                 <C>          <C>     <C>
Issuance of common shares to advertiser
in May 1999 for prepaid advertising                 24,000        60        35,940              -            -       36,000

Issuance of common shares to vendor in
July 1999 and charged to operations                  1,500         4           746              -            -          750

Issuance of common shares to two
employees in July 1999 and charged to
operations                                             800         2           498              -            -          500

Issuance of common shares to consultant
in July 1999 for prepaid services                    6,000        15         3,735              -            -        3,750

Issuance of common shares to employee in
August 1999 for prepaid services                    12,000        30          7,470             -            -        7,500

Issuance of common shares to eight
employees in August 1999 and charged
to operations                                          800         2            498             -            -          500

Sale of common shares to key employee
in August 1999 at $.625 per share                   10,000        25           6,225            -       (6,250)           -

Sale of common shares to three key
employees in September 1999 at
$.625 per share                                      3,000         7           1,868            -       (1,875)           -

Collection of stock subscriptions
receivable in July 1999                                  -         -               -            -        5,000         5,000

Net loss                                                 -         -               -      (63,865)           -       (63,865)

Balances, September 30, 1999                     6,640,500  $ 16,601     $   862,444    $(349,644)  $ (188,125)     $341,276

</TABLE>



       See accompanying notes to consolidated financial statements.


<PAGE>17

CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Page 1 of 2)

<TABLE>

                                                                   Year  Ended  September 30,

                                                                      1999         1998
<S>                                                               <C>         <C>
Cash flows from operating activities:
    Net  loss                                                     $ (63,865)  $ (186,718)
    Adjustments to reconcile net income (loss) to net cash
         provided by (used for) operating activities:
           Depreciation                                              80,912       88,039
           Issuance of common stock for services and rent            72,500       31,000
    Changes in assets and liabilities:
         Due from brokers                                           (71,478)      49,501
         Securities owned                                            (9,499)      23,865
         Other assets                                               (22,919)      24,142
         Accounts payable and accrued expenses                       92,345      (61,454)
         Commissions payable                                          2,807       (1,086)
         Income taxes payable                                          (663)           1
         Securities sold, not yet purchased                          (2,177)     (11,679)

    Net cash provided by (used for) operating activities             77,963      (44,389)

Cash flows from investing activities:
    Purchases of equipment and leasehold improvements               (52,785)     (48,802)

    Net cash used for investing activities                          (52,785)     (48,802)

Cash flows from financing activities:
    Proceeds from issuance of notes payable                          60,000       50,000
    Net proceeds from sales of common stock                         227,500            -
    Collection of stock subscriptions receivable                      5,000            -
    Repayment of notes payable                                     (100,000)    (100,204)
    Repayment of obligations under capital leases                   (21,811)     (29,175)
    Net cash  provided by (used for) financing activities           170,689      (79,379)

Net increase (decrease) in cash and cash equivalents                195,867     (172,570)

Cash and cash equivalents, beginning of year                        187,266      359,836

Cash and cash equivalents, end of year                            $ 383,133    $ 187,266


</TABLE>


See accompanying notes to consolidated financial statements.





<PAGE>18







CASTLE HOLDING CORP. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Page 2 of 2)


<TABLE>


                                                                 Year Ended September 30,

                                                                      1999       1998
<S>                                                               <C>        <C>
Supplemental disclosures of cash flow information:
    Interest paid                                                 $ 34,579   $ 20,163

    Income taxes paid                                             $  3,081   $  3,207

Schedule of non-cash operating activities:
    Issuance of common stock for services and rent                $ 72,500   $  1,000

Schedule of non-cash investing activities:
    Acquisition of equipment in connection
          with capital lease obligations                          $ 59,863   $ 43,873

    Retirement of fully depreciated equipment                     $ 10,122   $      -

Schedule of non-cash financing activities:
     Issuance of stock subscriptions receivable in
        connection with sale of common stock                      $168,125   $      -

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>19

CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998


1.       GENERAL

          Castle Holding Corp. ("CHC") is a holding company which was
          incorporated in Nevada on June 13, 1986.   CHC conducts
          substantially all of its business through its subsidiaries.

          On  December 28, 1998, CHC paid a 100% stock dividend to holders of
          record at the close of  business on December 22, 1998, thereby
          increasing the number of issued and outstanding common  shares
          from 652,800 to 1,305,600.  On June 25,1999, CHC paid a 300% stock
          dividend to holders of record at the close of business on
          June 18, 1999, thereby increasing  the number of issued and
          outstanding common shares from 1,651,600 to 6,606,400. All
          references to shares and per share amounts in the accompanying
          consolidated financial statements have been restated to retroactively
          reflect these stock dividends.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis of presentation - The consolidated financial statements
          include the accounts of  CHC and its fifteen subsidiaries
          (collectively, the "Company").    CHC's principal operating
          subsidiaries are Castle Securities Corp. ("CSC-1"), incorporated
          in the state of New York on December 7, 1984 and a securities
          broker-dealer  headquartered in Freeport, New York and Citadel
          Securities Corp. ("CSC-2 "), incorporated in the state of  New York
          on April 11, 1991 and also a  securities  broker-dealer and, since
          April 1996, market maker in NASDAQ, OTC Bulletin Board, and
          "Pink Sheets" securities from its office in Freeport, New York.

          The remaining thirteen  (13) subsidiaries of CHC are as follows:

1.	Citadel Capital Corp. (95.0 % owned) (incorporated in Delaware
   March 29, 1988) - inactive at September 30, 1999.
2.	Beverage King, Ltd. (100 % owned) (incorporated in Delaware
   January 2, 1990) - subleases automobiles and equipment to other CHC
   subsidiaries.
3.	Meroke Capital Corp. (100 % owned) (incorporated in New York
   October 7, 1992) -  inactive at September 30, 1999.
4.	Castle Trucking Corp. ( 100 % owned) (incorporated in New York
   May 4, 1993) - subleases office space to other CHC subsidiaries and others.
5.	Castle Advisors Inc. (100 % owned) (incorporated in New York
   December 23, 1993) - acts as general partner  for a limited partnership in
   the business of securities investment.
6.	Sparta Holding Corp. (100 % owned) (incorporated in Nevada
   December 23, 1993) -inactive at September 30,  1999.
7.	Wall Street Indians, Ltd. (100 % owned) (incorporated in New York
   May 27, 1994) - subleases office space and  provides communications and
   office services and supplies to other CHC.   CHC subsidiaries and others.
8.	Chinamer International Corp. (100 % owned) (incorporated in Nevada
   October 18, 1994) - inactive at   September 30, 1999.







<PAGE>20

CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998

9.	 Galaxynet Inc. (87.7 % owned) (incorporated in New York
    December 15, 1995) - provides marketing, programming, and communications
    services to other CHC subsidiaries.
10.	Rocketnet Inc. (87.7 % owned) (incorporated in Nevada December 20, 1995)
    - provides software, marketing, and communications services to other CHC
    subsidiaries.
11.	U Trade Inc. (100 % owned)  (incorporated in New York November 17, 1997) -
    inactive at September 30, 1999.
12.	Java Trader Inc. (100% owned) (incorporated in Nevada March 10, 1999) -
    inactive at September 30, 1999.
13.	Long Island Web TV.Com Corp. (100% owned) (incorporated in New York
    September 22, 1999) inactive at September 30, 1999.

All significant intercompany balances and transactions have been eliminated
in consolidation.

Revenue recognition - Securities transactions ( related revenue and expenses,
including commissions and  principal transactions revenue and commissions
expense) are recorded on a settlement date basis, which is generally three
business days after trade date. Revenues and expenses on a trade date basis
are not materially different from revenues and expenses on a settlement date
basis.

Use of estimates - The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Fair value disclosures - The carrying value of cash and cash equivalents, due
from brokers, securities owned, accounts payable and accrued expenses,
commissions payable, income taxes payable, and securities sold, not yet
purchased are a reasonable estimate of their fair value.   The carrying value
of the Company's notes payable, obligations under capital leases and, loan
subordinated to claims of general creditors, at September 30, 1999 are a
reasonable estimate of their fair value based upon currently available interest
rates of similar instruments available with similar maturities.

Cash and cash equivalents - At September 30, 1999, cash and cash equivalents
included $152,589 in money market funds and $47,213 in cash not covered by
FDIC insurance.   The Company considers such risk to be minimal.

Securities owned and securities sold, not yet purchased - Marketable
securities are valued at market and unrealized gains and losses are
reflected in income. Securities for which no ready market exists are valued
at estimated fair value as determined by the Board of Directors.

Equipment, equipment under capital leases, and leasehold improvements -
Equipment, equipment under capital leases, and leasehold improvements are
stated at cost. Equipment, and equipment under capital leases are depreciated
using the straight-line method over the estimated useful lives of the
respective assets, generally three to seven years. Leasehold improvements are
amortized over the respective remaining lease terms on a straight-line basis.

Income taxes - The Company accounts for income taxes in accordance with
Statement of Financial Accounting  Standards  ("SFAS") No. 109, "Accounting
For Income Taxes". Deferred tax assets and  liabilities are determined based
on the difference between the financial statement and tax bases of  assets
and liabilities, using enacted tax rates in effect for the year in which the
differences are expected to reverse.   Current income taxes are based on the
year's income taxable for Federal and State income tax reporting purposes.
Deferred income taxes, if any, reflect the net effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.


<PAGE>21


CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998


Earnings per share - During 1997, the Financial Accounting Standards Board
issued SFAS No. 128, "Earnings Per Share."  SFAS No. 128 replaced the
previously required reporting of primary and fully diluted earnings per share
with basic and diluted earnings per share, respectively.   Unlike the
previously reported primary earnings per share, basic earnings per share
excludes the dilutive effects of stock options.  Diluted earnings per share
is similar to the previously reported fully diluted earnings per share.
Earnings per share amounts for all periods presented have been calculated in
accordance with the requirements of  SFAS No. 128.

Impact of recently issued accounting standards - The Company does not believe
that any recently issued accounting standards, not yet adopted by the
Company, will have a material impact on  its consolidated financial position
and results of operations  when adopted.

Reclassifications - Certain prior year balances have been reclassified to
conform to current year presentation.


3. SECURITIES OWNED,  AT MARKET VALUE AND SECURITIES SOLD, NOT YET PURCHASED,
   AT  MARKET


<TABLE>
                                                                                September 30,
     <S>                                                                     1999          1998
     Securities owned,  at market value consist of:                         <C>          <C>
         Trading accounts:
            Corporate equities - listed on Nasdaq Stock Market              $      -     $  1,188
            Corporate equities - listed on OTC Bulletin Board
                         or "Pink Sheets"                                     34,972       20,753

          Total trading accounts                                              34,972       21,941

         Investment accounts                                                     648        4,180

         Totals                                                              $35,620      $26,121

              Securities sold, not yet purchased, at market consist of:

          Trading accounts:
               Corporate equities - listed on Nasdaq Stock Market            $     -      $ 2,983
               Corporate equities  - listed on OTC Bulletin Board
                          or "Pink Sheets"                                       806            -
          Totals                                                             $   806      $ 2,983

</TABLE>



<PAGE>22

CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998




4.   NOTES  PAYABLE

<TABLE>
                                                                                                        September 30,
      <S>
      Notes payable consist of:                                                                      1999             1998
            Note payable to officer, interest at 12% paid annually,                             <C>              <C>
            due on demand                                                                       $  22,500        $  22,500
         Note payable to affiliate of officer, interest at 12%
             paid annually, due on demand                                                               -           50,000
         Note payable to The OTC Equity
             Fund,  Inc. ("OEF"),  interest at 12%  paid
             annually, due on demand                                                               55,000           55,000
         Note payable to investor, interest at 6%, convertible
                    into 40,000 shares of CHC common stock, due
                    March 31, 2000                                                                 10,000                -

         Totals                                                                                  $ 87,500         $127,500

</TABLE>


On December 21, 1998, CHC obtained a $100,000 business revolving credit line
from a financial institution.   Such line of credit is personally guaranteed
by CHC's president and treasurer and is available for one year and borrowings
thereunder bear interest at prime rate plus .5% and amortize over 36 equal
monthly installments.   In December 1998, CHC borrowed $50,000 under the line
which was subsequently repaid.

5.   OBLIGATIONS UNDER CAPITAL LEASES

     The Company, through its subsidiaries, has acquired office machinery and
     equipment pursuant to various noncancellable capital lease agreements.
     All of the lease agreements are secured by the related equipment.

     At September 30, 1999,  the aggregate future minimum remaining lease
     payments under noncancellable capital lease agreements were as follows:


<TABLE>
              Year Ended
             September 30,                                          Amount
               <S>                                                 <C>
               2000                                                $ 44,863
               2001                                                  26,404
               2002                                                  13,296

             Total                                                   84,563

             Less amount representing interest                       (13,135)

             Net present value of capital lease obligations        $  71,428

</TABLE>

<PAGE>23

CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998


6.  LOAN FROM RELATED PARTY SUBORDINATED TO CLAIMS OF GENERAL CREDITORS

    On September 6, 1995, CSC-2 executed a loan agreement with OEF,  a
    corporation whose secretary is also the president of CHC, whereby OEF
    advanced $50,000 to CSC-2.   The $50,000 subordinated loan payable bears
    interest at 12% per annum payable annually each September 30 and is due
    on September 30, 2001.

    The loan is pursuant to an agreement filed with the NASD and is permitted
    in computing net capital under the Securities and Exchange Commission's
    Uniform Net Capital Rule (see note 9). To the extent that such borrowing
    is used by CSC-2 for continued compliance with minimum net capital rules,
    said loan will not be repaid.

7.  1998 INCENTIVE STOCK OPTION PLAN

    The Company accounts for stock-based employee compensation arrangements
    in accordance with provisions of  Accounting  Principles Board Opinion
    No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25") and
    complies with the disclosure provisions of Statement of Financial
    Accounting Standards ("SFAS") No. 123, "Accounting for Stock- Based
    Compensation" ("SFAS No. 123").  Under APB No. 25, unearned compensation
    is based on the difference, if any, on the date of the grant, between the
    fair value of the Company's stock and the exercise price.  Unearned
    compensation is amortized and expensed in accordance with Financial
    Accounting Standards Board Interpretation No. 28 using the multiple
    option approach.   The Company accounts for stock-based compensation
    issued to non-employees in accordance with the provisions of SFAS No. 123
    and Emerging Issues Task Force No. 96-18, "Accounting for Equity
    Instruments That Are Issued to Other Than Employees for Acquiring or in
    Conjunction with Selling, Goods or Services".

    On December 31, 1998, CHC granted stock options (for a total of 394,000
    shares of its common stock) to 40 employees of  the Company.   The
    options provide the respective employees the right to purchase CHC
    common stock at a price of $.75 per share and are exercisable and vest at
    a rate of 20% for each  year commencing December 31, 1999.

    Activity relating to the Company's stock options follows:

<TABLE>


                                               Number of
                                                 Shares
     <S>                                        <C>
     Balance at September 30, 1998                    -
     Granted during the year                    394,000
     Forfeited during the year                  (34,000)

     Balance at September 30, 1999              360,000

</TABLE>


<PAGE>24

CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998


The Company has adopted the disclosure only provisions of SFAS No. 123,
"Accounting for Stock- Based Compensation".   Accordingly, no compensation
costs have been recognized for the options granted.   Had compensation cost
been determined based on the fair value at the date of grant consistent
with the provision of  SFAS No. 123, the Company's net  loss and net loss per
share would have been as follows:



<TABLE>


                                                 Year Ended
                                            September 30, 1999
   <S>                                         <C>
   Net loss - as reported                      $ (63,865)

   Net loss - pro forma                        $ (67,805)

   Basic net loss per share - as reported      $    (.01)

   Basic net loss per share - pro forma        $    (.01)

   Diluted net loss per share - as reported    $    (.01)

   Diluted net loss per share - pro forma      $    (.01)

</TABLE>


The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model.


8.   INCOME TAXES

     CHC files a consolidated income tax return with its subsidiaries for
     federal reporting purposes.
     CHC and its subsidiaries file separate income tax returns for state
     reporting purposes.

<TABLE>


     The provisions for income taxes consist of:      Year Ended September 30,
         <S>                                          1999               1998
         Current:                                   <C>         <C>
             Federal                                $       -   $       -
             State                                      2,418       3,323
             Total                                      2,418       3,323

         Deferred:
             Federal                                  (18,938)    (55,622)
             State                                     (5,751)    (16,894)
             Valuation allowance                       24,689      72,516
             Total                                          -           -

         Total provision for income taxes           $   2,418   $   3,323

</TABLE>

<PAGE>25

CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998


A reconciliation of the computed expected income tax expense to the provision
for income taxes follows:

<TABLE>

  <S>                                            <C>            <C>

  Computed Federal income tax at 34%             $ (20,892)     $ (61,366)
  State income taxes (benefit) less Federal
    income tax benefit                              (3,797)       (11,150)
  Change in valuation allowance                     24,689         72,516
  Minimum state income tax                           2,418          3,323

  Total provision for income taxes               $   2,418      $   3,323

</TABLE>


Based on management's present assessment, the Company has not yet determined
it to be more likely than  not that a deferred tax asset of $157,914
attributable to the future utilization of  $393,035 of net operating loss
carryforwards as of  September 30, 1999 will be realized.  Accordingly, the
Company has provided a 100 % allowance against the deferred tax asset in the
financial statements at September 30, 1999.    The Company will continue to
review this valuation allowance and make adjustments as appropriate.  The net
operating loss carryforwards expire $148,193 in year 2012, $183,395 in year
2013, and $61,447 in year 2014.


9.   NET CAPITAL REQUIREMENTS

     As broker-dealers, CSC-1 and CSC-2 are subject to the Securities and
     Exchange Commission Uniform Net Capital Rule (the "Rule").  The Rule
     requires the maintenance of minimum net capital and requires that the
     ratio of aggregate indebtedness, as defined, to net capital, as defined,
     not exceed 15 to 1.  At September 30, 1999, CSC-1 had net capital of
     $88,496, which was $79,552 in excess of its required net capital of
     $8,944 and its ratio of aggregate indebtedness to net capital was 1.52
     to 1.   At September 30, 1999, CSC-2 had net capital of $213,582, which
     was $113,582 in excess of its required net capital of  $100,000 and its
     ratio of  aggregate indebtedness to net capital was .08 to 1.

     Pursuant to a restrictive agreement dated October 26, 1995 with the
     NASD, CSC-2 agreed to maintain minimum net capital of at least $120,000.
     Accordingly, at September 30, 1999, the Company had net capital in
     excess of the NASD minimum required amount of $93,582.

10.  RELATED PARTY TRANSACTIONS

     Expense allowance - For the years ended September 30, 1999 and 1998, the
     Company paid $64,000 and $42,000, respectively, to its president and
     treasurer for accountable expenses pursuant to an agreement with the
     Company.

     Sea Friends Incorporated - During the year ended September 30, 1999, the
     Company received $13,000 from Sea Friends Incorporated, a not-for profit
     corporation,  for usage of the Company's facilities.   The Company's
     president and secretary /treasurer are also directors of  Sea Friends
     Incorporated.




<PAGE>25

CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998



11.   COMMITMENTS  AND  CONTINGENCIES

      Year 2000 - The Company has evaluated the potential impact of the year
      2000 on its business, including its information systems and those of
      its clearing agent, and does not expect this issue to have a
      significant effect on its results of operations.

      Operating leases - The Company leases its headquarters office space
      (approximately 16,000 square feet) under six noncancellable operating
      lease agreements which expire between October 2000 and October 2002,
      with renewal options available to October 2007.  Such lease agreements
      require minimum monthly rental payments of $ 6,417.    The Company
      leases its autos and equipment under noncancellable operating lease
      agreements which expire between January 2000 and July 2004 and require
      minimum monthly rental payments of approximately $5,369.

      Rent expense under all operating leases consisted of:

<TABLE>

                                                    Year Ended September 30,
                                                    1999               1998
        <S>                                     <C>                <C>

        Headquarters office space               $ 64,220           $ 45,143
        Autos and equipment                       68,692             98,464

        Totals                                  $132,912           $143,607

</TABLE>


      At September 30, 1999, the aggregate future minimum lease payments
      under noncancellable operating lease agreements are as follows:

<TABLE>

        Year Ended        Headquarters       Autos and
       September 30,      Office Space       Equipment        Totals

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

          2000            $   76,627         $  35,739        $ 112,366
          2001                48,217            10,170           58,387
          2002                45,600             4,732           50,332
          2003                 3,800             2,591            6,391
          2004                     -             1,943            1,943
          Thereafter               -                 -                        -

          Totals          $  174,244         $  55,175         $229,419

</TABLE>





<PAGE>27

CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998


Clearing agreement - On November 5, 1997,  CSC-1 renewed its clearing
agreement for a two  year period and released the clearing agent from any
prior clearing   fee disputes.  In connection therewith, CSC-1 received a
$200,000 signing bonus from the  clearing agent on November 12, 1997 and
received $66,162 free clearing charges in December 1997 and January 1998.
The $266,162  total is reflected in the consolidated statement of  operations
for the year ended September 30, 1998 as a reduction in clearing and
execution costs.

Litigation - On September 13, 1994, the Securities and Exchange Commission
(the "SEC") filed a civil action against CSC-1, its president, a former
registered representative, and eight other defendants.  The action alleges
violations of  Sections 5(a) and (c), and 17(a) of the Securities Act of
1933, Sections 10 (b) and 15c of the  Securities Exchange Act of  1934 and
Rules l0b3, l0b-5, l0b-6, and 15cl-2 thereunder. The complaint seeks
injunctive relief and disgorgement of profits approximating $175,000.
CSC-1 answered the complaint and is vigorously defending the action.

On October 6, 1994, the NASD Market Surveillance Committee (the "MSC")
commenced a disciplinary proceeding against CSC-1, its president, and two
former registered representatives.  The Complaint alleges violations of
Article III, Sections 1, 4, 18, and 27 of the Association's Rules of Fair
Practice and Section 10(b) of the Securities Exchange Act of  1934 and
Rule 10b-5 thereunder. After a hearing on June 20, 1995, the MSC, in its
Decision dated February 7, 1996,  fined CSC-1 and its president jointly and
severally $25,000 and ordered them to make restitution to specified customers
totaling approximately $10,000. CSC-1 and its president appealed the Decision
to the National Business Conduct Committee (the "NBCC") of the NASD and a
hearing of the appeal was held on  June 7, 1996. In its Amended Decision
dated October 21, 1996, the NBCC affirmed the fines and  restitution order.
On November 15, 1996, CSC-1 and its president appealed the NBCC Amended
Decision to the SEC. On January 7, 1998, the SEC affirmed the NBCC Amended
Decision.  On May 18, 1998, the SEC denied CSC-1's Motion for
Reconsideration filed January 21, 1998.   On February 5, 1998 and
June 15, 1998,  CSC-1 and its president filed petitions for review of the SEC
actions to the  Second Circuit of  the United States Court of Appeals, which
matters are pending.

Other CHC subsidiaries have also been named as defendants in civil cases
arising in the ordinary course of business.  The Company believes that it has
meritorious defenses to these actions and intends to vigorously contest them.

Management believes, based upon discussions with counsel, that the outcome of
the litigation described above will not have a material effect on the
Company's consolidated financial position.  The materiality of legal matters
on the Company's future operating results depends on the level of future
results of operations as well as the timing and ultimate outcome of such
legal matters.

As of September 30, 1999, the Company accrued approximately $50,000 in
connection with the above litigations.   Such amount is included in accounts
payable and accrued expenses.



<PAGE>28


CASTLE HOLDING CORP. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
For the Years Ended September 30, 1999 and 1998




12.   CONCENTRATION  OF  CREDIT  RISK

      In the normal course of business, CSC-1 executes as agent transactions
      on behalf of customers and CSC-2 executes principal transactions with
      other broker-dealers. If the agency or principal transactions do not
      settle because of failure to perform by either the customer or the
      counterparty, CSC-1 or CSC-2 may be obligated to discharge the
      obligation of the nonperforming party and, as a result, may incur a
      loss if the market value of the securities are different from the
      contract amount of the transactions.

      CSC-l's clearing agent seeks to control the risks associated with
      CSC-l's customer activities by requiring customers to maintain margin
      collateral in compliance with various regulatory and internal
      guidelines.  CSC-l's clearing agent monitors required margin levels
      daily, and pursuant to such guidelines, requires the customers to
      deposit additional collateral, or to reduce positions, when necessary.

      Business concentration - For the year ended September 30, 1999,
      approximately 75% of the Company's revenues were derived from
      unsolicited customer transactions ordered online over the Internet.








<PAGE>29

PART III

Item 9.   DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>

(a)	The directors of the Registrant are:

          <S>                    <C>       <C>                     <C>
          Director:
                 Name            Age       Other Offices Held      Since

          Daniel J. Priscu       77        Chairman                 1987

          George R. Hebert       55        President                1987

          Michael T. Studer      49        Secretary, Treasurer     1987

</TABLE>

Each director will hold office until the next annual meeting of shareholders
(expected to be held in March 2000) and until their successors have been elected
and qualified.



The executive officers of the Registrant are:

<TABLE>


          <S>                      <C>        <C>                    <C>
          Officer:
                Name               Age        Other Offices Held     Since

          Daniel J. Priscu          77        Chairmam               1987

          George R. Hebert          55        President              1987

          Michael T. Studer         49        Secretary, Treasurer   1987
</TABLE>

Officers of the Registrant are elected by the Board of Directors at the
annual meetings of the Registrant's shareholders, and hold office until
their death, or until they shall resign or have been  removed from office.

The business experience during the last five years for each director and
executive officer of the Registrant follows:

Daniel J. Priscu has been Chairman and a director of the Registrant since
September 1987.  Mr. Priscu received a B.A. degree from De Pauw University in
1947.

George R. Hebert has been President and a director of the Registrant since
September 1987.  He also has been a registered representative and economist
with CSC-1 since September 1987 and CSC-2 since October 1995.  Mr. Hebert
received a B.S. degree from Stevens Academy, Pennsylvania Military College
(now Widener University) in 1967.

Michael T. Studer has been Secretary, Treasurer, and a Director of the
Registrant since September 1987.   He has also been President of
Michael T. Studer, CPA, P.C., a public accounting firm, since July 1987,
President of CSC-1 since its inception in December 1984, and President of
CSC-2 since October 1995.  Mr. Studer received a B.S.B.A. degree from Babson
College in 1971.


<PAGE>30

(b)	 Another significant employee of the Registrant is Thomas Shaughnessy,
     age 45.  Mr. Shaughnessy has been general securities principal and chief
     compliance officer of CSC-1 since July 1, 1993, general securities
     principal and chief compliance officer of CSC-2 since October 1995, and
     was Assistant to the President of CSC-1 from December 1992 to June 1993.
     Since May 1972, he has served in the United States Marine Corps on both
     a full-time and part-time basis.  Mr. Shaughnessy received a B.S.B.A.
     degree from State University of New York at Brockport in 1978 and a
     M.B.A. degree from National University in 1988.

(c)	 There is no family relationship between any director, executive officer
     or significant employee of the Registrant.




Item 10.  EXECUTIVE COMPENSATION

The following table sets forth all cash compensation paid by the Company
during the years ended September 30, 1997, 1998 and 1999 to each  executive
officer and director of the Company:

<TABLE>

                                              Annual          All Other
     Name and Principal Position     Year     Salary          Compensation

     <S>                             <C>      <C>              <C>
     George R. Hebert, President     1999     $44,200          $32,000   (1)
                                     1998      44,200           21,000   (1)
                                     1997      44,200           24,000   (1)

     Michael T. Studer, Secretary,   1999      44,200           32,000   (1)
     Treasurer                       1998      44,200           21,000   (1)
                                     1997      44,200           24,000   (1)

     Daniel J. Priscu, Chairman of   1999           -              600   (2)
     The Board                       1998           -              400   (2)
                                     1997           -              400   (2)
</TABLE>

(1)	Represents an allowance for accountable expenses.
(2)	Represents directors fees.



<PAGE>31

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, at September 30, 1999, the stock ownership of
each person known by the Company to be the beneficial owner of five percent
or more of the Company's common stock, all executive officers and directors
individually, and all executive officers and directors of the Company as a
group:


<TABLE>
Name and Address                    Amount and Nature              Percent of
of Beneficial Owner                of Beneficial Owner (1)           Class

<S>                                          <C>                     <C>
Daniel J. Priscu                             49,600                  0.7%
4555 Blackstone Drive
Indianapolis, Indiana  46237

George R. Hebert                          1,965,300    (2)           29.6%
183 Gordon Place
Freeport, NY  11520

Michael T. Studer                         1,929,600    (3)           29.1%
410 McDermott Road
Rockville Centre, NY  11570

Plymouth Partners, LP                       533,500                    8.0%
10826 Omaha Trace
Union, KY  41091

All executive officers and
Directors as a group (3 persons)          3,944,500                    59.4%

</TABLE>
_________________________________________
(1)	Unless otherwise indicated below, the Company has been advised that each
    person named above is the record owner of and exercises the sole voting and
    investment power over the shares shown opposite his name.
(2)	Includes 164,500 shares held in trust for the benefit of Mr. Hebert's
    daughter, 114,800 shares owned by Mr. Hebert's wife, and 50% of 40,000
    shares owned by Sea Friends Incorporated, of which organization
    Mr. Hebert is president and a director, all of which Mr. Hebert disclaims
    beneficial ownership of. Includes 50% of 640,000 shares owned by CALP
    (CHC Deferred Compensation Plan for benefit of George R. Hebert owns a
    50% limited partnership interest therein) which Mr. Hebert doesn't
    exercise sole voting and investment power over.
(3)	Includes 120,000 shares held in trust for Mr. Studer's children and 50%
    of 40,000 shares owned by Sea Friends Incorporated, of which organization
    Mr. Studer is treasurer and a director, which Mr. Studer disclaims
    beneficial ownership of.  Includes 50% of 640,000 shares owned by CALP
    (CHC Deferred Compensation Plan for benefit of Michael T. Studer owns a
    50% limited partnership interest therein) which Mr. Studer does not
    exercise sole voting and investment power over.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of  September 30, 1999, the Registrant had notes payable to The OTC Equity
Fund, Inc., a corporation whose secretary is also president of the
Registrant, and Michael T. Studer, secretary and treasurer of the Registrant,
in amounts of $55,000 and $22,500, respectively.  Such notes bear interest at
the rate of 12% per annum and are due on demand.

As of September 30, 1999, Citadel had a loan payable subordinated to claims
of general creditors to The OTC Equity Fund, Inc. in the amount of $50,000.
The loan bears interest at the rate of 12% per annum and is due
September 30, 2001.

In April 1998, the Registrant borrowed $50,000 from the wife of the president
of the Registrant.  The note, which was repaid in April 1999, beared interest
at the rate of 12% per annum and was due on demand.

In March 1999, the Registrant sold  8000 common shares to Daniel J. Priscu
(chairman of the Registrant), 98,000 common shares to George R. Hebert
(president of the Registrant), 196,000 common shares to Michael T Studer
(secretary and treasurer of the Registrant) and 98,000 common shares to
Teresa M. Hebert (wife of the president of the Registrant),  at a price of
 .3125 per share, in exchange for promissory notes in the amounts of $2,500,
$30,625, $61,250, and $30,625, respectively.
<PAGE>32

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     See Exhibit Index.

(b)  Reports on Form 8-K

     None.


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


CASTLE HOLDING CORP.


By     /s/  George R. Hebert
George R. Hebert, President
Dated December 29, 1999


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the dates indicated.

<TABLE>

      Signature                 Title                           Date
____________________________________________________________________________

<S>                        <C>                              <C>
___________________        Chairman of the Board of         December 29, 1999
Daniel J. Priscu           Directors, Director






/s/ George R. Hebert       President, Director              December 29, 1999
George R. Hebert



/s/ Michael T. Studer      Secretary, Treasurer,            December 29, 1999
Michael T. Studer          Principal Financial and
                           Accounting Officer,
                           Director

</TABLE>

<PAGE>33






EXHIBIT INDEX

3.1*  Articles of Incorporation (Form S-18 Registration
      No. 33-8395-LA, effective November 14, 1986)

3.2*  Amendments to Articles of Incorporation (Form S-18 Registration
      No. 33-37809-NY, effective February 11, 1991)

3.3*  By-laws (Form S-18 Registration No. 33-8395-LA, effective
      November 14,1986)

4.4*  Specimen Stock Certificate (Form S-18 Registration No. 33-37809-NY,
      effective February 11, 1991)

22    Subsidiaries of the Registrant (Filed herewith)

27  	 Financial Data Schedule (Filed herewith)

99.1* Complaint for Injunctive and Other Relief (dated September 13, 1994) -
      Securities and Exchange Commission, Plaintiff (Form 8-K dated
      September 13, 1994)

      * Previously filed

<PAGE>34

Exhibit No. 22- Subsidiaries of the Registrant
Castle Holding Corp.
Form 10-KSB for the fiscal year ended September 30, 1999





1.	 Castle Securities Corp. (New York)
2.	 Citadel Capital Corp. (Delaware)
3.	 Beverage King, Ltd. (Delaware)
4.	 Citadel Securities Corp. (New York)
5.	 Meroke Capital Corp. (New York)
6.	 Castle Trucking Corp. (New York)
7.	 Castle Advisors Inc. (New York)
8.	 Sparta Holding Corp. (Nevada)
9.	 Wall Street Indians, Ltd. (New York)
10.	Chinamer International  Corp. (Nevada)
11.	Galaxynet Inc. (New York)
12.	Rocketnet Inc. (Nevada)
13.	U Trade Inc. (New York)
14.	Java Trader Inc. (Nevada)
15.	Long Island Web TV.Com Corp. (New York)


<PAGE>35

EXHIBIT 27

Financial Data Schedule for the year ended September 30, 1999 required pursuant
to Item 601(c) of Regulation S-B

[NAME] CASTLE HOLDING CORP.
[MULTIPLIER] 1
[CURRENCY] 1
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END]SEP-30-1999
[PERIOD-START]OCT-01-1998
[PERIOD-END]SEP-30-1999
[EXCHANGE-RATE] 1
[CASH] 383,133
[RECEIVABLES] 137,455
[SECURITIES-RESALE] 0
[SECURITIES-BORROWED] 0
[INSTRUMENTS-OWNED] 35,620
[PP&E] 203,235
[TOTAL-ASSETS] 815,439
[SHORT-TERM] 87,500
[PAYABLES] 264,429
[REPOS-SOLD] 0
[SECURITIES-LOANED] 0
[INSTRUMENTS-SOLD] 806
<LONG TERM> 121,428
[COMMON] 16,601
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 324,675
[TOTAL-LIABILITY-AND-EQUITY] 815,439
[TRADING-REVENUE] 359,213
[INTEREST-DIVIDENDS] 7,098
[COMMISSIONS] 2,943,352
[INVESTMENT-BANKING-REVENUES] 0
[FEE-REVENUE] 0
[INTEREST-EXPENSE] 31,829
[COMPENSATION] 1,213,577
[INCOME-PRETAX] (61,447)
[INCOME-PRE-EXTRAORDINARY] (61,447)
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (63,865)
[EPS-BASIC] (.01)
[EPS-DILUTED]  (.01)



<PAGE>36
1

36