SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                                 FORM 10-Q
                   

                 Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


                For the Three Months Ended September 30, 1997

                       Commission File Number 0-17214

                          ADMIRAL FINANCIAL CORP.


          State of Florida                  I.R.S. No. 59-2806414


                         825 Arthur Godfrey Road
                        Miami Beach, Florida 33140


                  Telephone Number: (305) 672-5800 Ext. 134



Indicate by check mark whether the registrant, (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding twelve (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 ninety (90) days.

          Yes   X                                      No      




                      Common Stock $.001 Par Value
            Outstanding Shares at September 30, 1997: 10,985,046

<PAGE>

                 ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

                          TABLE OF CONTENTS

                             FORM 10-Q

                               PART I

                       FINANCIAL INFORMATION


Item 1.     FINANCIAL STATEMENTS

            Consolidated Balance Sheets                           1

            Consolidated Statements of Operations                 2

            Consolidated Statements of Cash Flows                 3

            Notes to Consolidated Financial Statements            4

Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            CONSOLIDATED FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS                                 5



                               PART II

                         OTHER INFORMATION

Item 1.    Legal Proceedings                                      8

Item 2.    Changes in Securities                                  8

Item 3.    Defaults Upon Senior Securities                        8

Item 4.    Submission of Matters to a Vote of Security Holders    8

Item 5.    Other Information                                      8

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

<PAGE>

                                              PART I  -  FINANCIAL INFORMATION


                           ADMIRAL FINANCIAL CORP.
                               AND SUBSIDIARY

                         Consolidated Balance Sheets

<TABLE>
<CAPTION>
          Assets                                    September 30, 1997          June 30, 1997
                                                        (Unaudited)              (Unaudited)
<S>                                                 <C>                       <C>

Cash                                                $          0              $         0
Prepaid expenses and other assets                              0                        0
Net assets of Haven Federal Savings and
     Loan Association (notes 1 and 2)                          0                        0
                                                    ------------              -----------
          Total assets                              $          0              $         0
                                                    ============              ===========





Liabilities and Stockholders' (Deficit) Equity

Accrued expenses and other liabilities              $     23,890              $    23,890
Net liabilities of Haven Federal Savings
     and Loan Association (notes 1 and 2)                      0                        0
                                                    ------------              -----------
          Total liabilities                               23,890                   23,890


Preferred stock, $.01 par value, Authorized
     6,000,000 shares, none outstanding

Common stock, $.001 par value,
     50,000,000 shares authorized,
     10,987,000 shares issued                             10,987                   10,987
     Treasury stock, 1,954 and 1,954 shares, at cost           0                        0
Additional paid-in capital                               680,710                  680,710
Deficit                                                 (715,587)                 (715,587)
                                                    ------------              ------------
     Total stockholders' (deficit) equity                (23,890)                 (23,890)
                                                    ------------              -----------
     Total liabilities and stockholders'
          (deficit) equity                          $          0              $         0
                                                    ============              ===========
</TABLE>


                 See accompanying notes to consolidated financial statements.
<PAGE>

                                                PART I - FINANCIAL INFORMATION


                    ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

                     Consolidated Statements of Operations
                                  (Unaudited)





<TABLE>
<CAPTION>
                                            Three Months Ended Sept 30
                                        -------------------------------------
                                              1997               1996     
                                            -------            -------     
<S>                                         <C>                <C>
Interest Income                                     0                   0     
Other income                                        0                   0     
                                            ---------          ----------     
     Total income                                   0                   0     

Expense
     Employee Compensation                          0                   0     
     Other                                          0                   0
                                           ----------          ----------     

     Total expense                                  0                   0     

     Loss from discontinued
          operation (note 2)                        0                   0     
                                          -----------          ----------     
Net loss                                  $         0                   0     
                                          ===========          ==========
Loss per share                            $      0.00          $     0.00     
                                          ===========          ==========     
Dividend per share                            ---                 ---     
                                          ===========          ==========     

Weighted average number
   of shares outstanding                   10,985,046          10,985,046
                                          ===========          ==========     
</TABLE>



          See accompanying notes to consolidated financial statements
<PAGE>

                                                PART I - FINANCIAL INFORMATION


                   ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

                   Consolidated Statements of Cash Flows
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                              Three Months Ended Sept 30
                                                          ----------------------------------
                                                             1997                 1996
                                                           -------              -------
<S>                                                        <C>                  <C>
Cash flows from operating activities:

Net loss                                                    $       0            $       0

Adjustments to reconcile net loss to net cash
   provided by operating activities:

Decrease in deficit arising from confiscation of
   Haven Federal after retroactive disallowance
   of agreed supervisory goodwill and regulatory capital            0                    0
Decrease in prepaid expenses and other assets                       0                    0
Decrease (increase) in net assets of
   Haven Federal                                                    0                    0
(Decrease) in accrued expenses and other liabilities                0                    0
(Decrease) Increase in net liabilities of
   Haven Federal                                                    0                    0
Amortization of organization expenses                               0                    0
                                                           ----------            ---------

Net cash provided (used) by operating
   activities                                                       0                    0

Cash and cash equivalents, beginning of year                        0                    0
                                                           ----------            ---------

Cash and cash equivalents, end of quarter                  $        0            $       0
                                                           ==========            =========

</TABLE>

                 See accompanying notes to consolidated financial statements
<PAGE>

                                                PART I - FINANCIAL INFORMATION


                       ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

                      Notes to Consolidated Financial Statements


Note 1.     In the opinion of management, the accompanying consolidated
            financial statements contain all the adjustments (principally
            consisting of normal recurring accruals and the prior
            confiscation of all the principal assets of the Company by the
            United States government) necessary to present fairly the
            financial statements of Admiral Financial Corp. ('Admiral') and
            Subsidiary.

Note 2.     The net assets of Admiral's principal operating subsidiary, Haven
            Federal Savings and Loan Association ('Haven'), were confiscated by
            the United States government on March 2, 1990.  Therefore, where
            applicable, Haven's net assets and net liabilities are presented in
            the balance sheets in the aggregate; and its loss is shown in the
            aggregate in the Statements of Operations for the three month period
            ended September 30, 1997 and 1996. 









 
<PAGE>

                                                PART I - FINANCIAL INFORMATION



ITEM 2 - Management's Discussion and Analysis
         of Consolidated Financial Condition and Results of Operations



General

     ADMIRAL FINANCIAL CORP. ("ADMIRAL") IS CURRENTLY AN INACTIVE CORPORATION, 
WITH NO ONGOING BUSINESS ACTIVITY.  Admiral management is currently seeking to 
recapitalize the Company in order to acquire a new line of business. as yet 
unidentified.

     Admiral Financial Corp. was formed in 1987 to acquire an insolvent 
savings and loan association in a supervisory acquisition solely with private 
investment funds, and without the benefit of any federal assistance payments.  
Admiral acquired Haven Federal Savings and Loan Association of Winter Haven, 
Florida on June 16, 1988.  In that acquisition transaction, Admiral issued 
8,000,000 new common shares in exchange for assets (primarily real estate and 
a profitable business engaged in the purchase and redemption of Florida tax 
sale certificates) having a fair market value of approximately $40 million, 
subject to approximately $27 million of mortgages and other liabilities, and 
less approximately $1 million of fees and expenses (necessary to provide the 
proper forms and documentation in accordance with government rules and 
regulations), for a net equity contribution of approximately $12 million.  
Admiral then contributed virtually all of these net assets and liabilities to 
the capital of Haven, plus an additional 987,000 new common shares of Admiral, 
which were simultaneously issued in exchange for 100% of the outstanding 
shares of Haven in an approved "supervisory acquisition" of the insolvent 
thrift institution.  Admiral has had substantially no assets or operations 
other than its investment in Haven.

     The Financial Institution Reform, Recovery and Enforcement Act of 1989 
("FIRREA") was introduced on February 5, 1989, and enacted into law on August 
9, 1989.  FIRREA imposed more stringent capital requirements upon savings 
institutions than those previously in effect.  Haven did not meet these new 
capital requirements.  Because of certain provisions of FIRREA relating 
primarily to the disallowance of supervisory goodwill and certain other 
intangible assets in the calculation of required net capital, management 
estimates that Admiral would have been required under the Agreement to infuse 
additional capital of approximately $18 million by December 7, 1989.  Admiral 
did not infuse any additional capital, and the net assets of Haven were 
confiscated by the federal authorities on March 2, 1990.

     In the agreement allowing Admiral to acquire Haven in the supervisory 
acquisition, Haven was credited with new capital under "Regulatory Accounting 
Principles" (RAP) then in effect equal to $11 million.  This amount was 
computed by taking into account the $13 million fair market value of the net 
assets contributed by Admiral to Haven, less the $1 million of fees and costs 
incurred, and less an additional $1 million resulting from reduced valuations 
of certain of the contributed assets for purposes of calculating Haven's RAP 
equity by the appraisal division of the Federal Home Loan Bank Board.

     A condition to the Federal Home Loan bank Board ("FHLBB") Resolution 
approving the acquisition of control of Haven by Admiral (the "Agreement") 

<PAGE>

required that Admiral account for the acquisition of Haven under the
"purchase" method of accounting, whereby an asset in the nature of "Goodwill" 
would be realized, generally, to the extent of any previous negative net worth 
of the acquired insolvent thrift, plus the excess of the fair market values of 
the contributed assets over their respective historical costs.  Haven's 
regulatory goodwill of approximately $20 million was, in accordance with the 
Agreement, to be amortized against earnings over a period of twenty-five 
years.

     Another condition to the same Agreement required that Admiral execute a 
Regulatory Capital Maintenance/Dividend Agreement which provided certain 
remedies if Haven and Admiral were unable to liquidate, on a scheduled basis 
ending June 30, 1990, the real estate used by Admiral to capitalize its 
acquisition of Haven.  The remedies of the Federal Savings and Loan Insurance 
Corporation ("FSLIC") agreed to by Admiral in the Agreement included the right 
of the FSLIC to (I.) vote the common stock of Haven; (ii.) remove the board of 
directors of Haven; and/or (iii.) dispose of any or all of the voting 
securities of Haven owned by Admiral.

     The failure of Admiral and Haven to liquidate the real estate in 
accordance with the agreement with the FHLBB could have caused the forfeiture 
to the FSLIC of all shares of Haven.  If the voting securities of Haven were 
so forfeited, the stockholders of Admiral would still hold their shares of 
Admiral.  However, Admiral would have lost substantially its only asset, and 
the shares of Admiral common stock, after such forfeiture, could have had 
little or no value. 

     Under the same Agreement, Admiral was also obligated to cause the 
regulatory capital of Haven to be maintained at a level at or above the 
minimum regulatory capital requirement and, if necessary, infuse additional 
equity capital into Haven. 

     At all times during Admiral's control, Haven was successful in meeting 
the real estate liquidation requirements imposed by the Agreement, including 
any extensions of time granted thereunder.  However, Haven experienced a $4.3 
million erosion of its regulatory capital due in large part to losses 
sustained as a result of liquidating the real estate under the "fire sale" 
conditions imposed by the Agreement.  This loss, together with other operating 
losses and goodwill amortization expenses, caused Haven to fail to meet its 
minimum capital requirement as of March 31, 1989 and at all times thereafter.  
Admiral and Haven continued to abide by the Agreement entered into with the 
FHLBB, to its financial detriment, in spite of the United States government's 
assertion that the enactment of FIRREA retroactively eliminated the need for 
the government (or any of its instrumentalities) to live up to any express or 
implied agreements which may have been contrary to the subsequent legislation, 
without the necessity of the retroactive return of Admiral's $13+ million of 
net capital and expenses invested in Haven.

     Admiral was notified by the FHLBB on July 17, 1989 that Admiral was in 
default of the Agreement and had 90 days (i.e. until October 16. 1989) to cure 
the default.  Admiral had virtually no assets other than the stock of Haven, 
and has had no other viable means available to cure the default since the 
introduction of FIRREA.  The net assets of Haven, including Admiral's $13 
million of contributed equity, were confiscated on March 2, 1990.

     Admiral and Haven applied for relief from the requirements of the 
Resolution and the Agreement.  Haven has also applied for regulatory relief 
from sanctions imposed by FIRREA for failing to meet the minimum regulatory 
capital requirements.  Furthermore, Admiral and Haven have also applied for 
federal assistance payments under a FIRREA provision for assistance which 
management believes is directly applicable to Admiral/Haven's current 
situation.  Admiral received no notice of any hearings prior to the 
confiscation of Haven on March 2, 1990.

<PAGE>

     On August 5, 1993, Admiral filed a Complaint against the United States of 
America in the United States Court of Federal Claims, arising in part out of 
contractual promises made to Admiral by the United States' Government, acting 
through the Federal Home Loan Bank Board ("FHLBB") and the Federal Savings and 
Loan Insurance Corporation ("FSLIC") pursuant to their statutory supervisory 
authority over federally insured savings and loan institutions and savings 
banks (hereinafter referred to a "thrifts" or "thrift institutions"), and in 
part out of takings of property by the FHLBB and FSLIC in the course of 
exercising that authority.    In this action, Admiral seeks (1) a declaration 
that the government's actions constitute a repudiation and material breach of 
their contractual obligations to Admiral and, thereby, effect a taking of 
Admiral's property without just compensation and a deprivation of Admiral's 
property without due process of law, in violation of the Fifth Amendment, and 
(2) compensatory damages for the United States' breach of contract, or (3) 
rescission of the contract and restitutionary relief, or (4) compensation for 
the taking of Admiral's property, or (5) damages for the deprivation of 
Plaintiffs' property without due process of law."

     This action was stayed by order of the Court dated September 3, 1993, 
pending the en banc decision on rehearing of the Court of Appeal for the 
Federal Circuit in Winstar Corp., et al. v. United States, a pending action 
which Admiral management believes to contain a substantially similar fact 
pattern.

     On August 30, 1995, the United States Court of Appeals for the Federal 
Circuit, in an en banc decision, affirmed the summary judgment decisions by 
the Court of Federal Claims on the liability portion of the breach of contract 
claims against the United States in Winstar, and in two other similar cases 
(Statesman and Glendale) which had been consolidated for purposes of the 
appeal. In its Winstar decisions, the Court of Federal Claims found that an 
implied-in-fact contract existed between the government and Winstar, and that 
the government breached this contract when Congress enacted FIRREA.  In 
Statesman and Glendale, that Court found that the Plaintiffs had express 
contracts with the government which were breached by the enactment of FIRREA.

     The federal government appealed the Winstar decisions to the United 
States Supreme Court.  On November 14, 1995, Admiral's action (and all other 
similar actions) was stayed by order of the Court, pending the outcome of that 
appeal.

     On July 1, 1996, the United States Supreme Court concluded in Winstar 
that the United States is liable for damages for breach of contract, affirmed 
the summary judgment decisions in Winstar, and remanded the cases to the Court 
of Federal Claims for further hearings on the calculation of damages.  The 
majority of the Court found "no reason to question the Federal Circuit's 
conclusion that the Government had express contractual obligations to permit 
respondents to use goodwill and capital credits in computing their regulatory 
capital reserves.  When the law as to capital requirements changed, the 
Government was unable to perform its promises and became liable for breach 
under ordinary contract principles."

     Subsequent to the United States Supreme Court decision in Winstar, the 
stay on Admiral's litigation proceedings has been lifted.  While the Supreme 
Court's ruling in U.S. v. Winstar Corp., et al., serves to support Admiral's 
legal claims in its pending lawsuit against the federal government, it is not 
possible at this time to predict what effect the Supreme Court's ruling, and 
the subsequent rulings of a lower court concerning damages, will have on the 
outcome of Admiral's lawsuit.  Notwithstanding the Supreme Court's ruling, 
there can be no assurance that Admiral will be able to recover any funds 
arising out of its claim and, if any recovery is made, the amount of such 
recovery.

     Since Haven was the only significant asset owned by Admiral, the Admiral 
common stock may have little or no continuing value.

<PAGE>

Liquidity and Capital Resources

     Admiral has been reduced to a corporate "shell," with no operations or 
current activity.  There is no corporate liquidity, no immediately foreseeable 
available capital resources, and no immediately foreseeable prospects for the 
future improvement of Admiral's financial picture.

     Admiral management intends to seek a new line of business. as yet 
unidentified.  In connection therewith, Admiral's management believes that a 
restructuring of Admiral may be necessary in order to raise capital for new 
operations, and any such restructuring may have a substantial dilutive effect 
upon Admiral's existing shareholders.  Admiral has no ongoing commitments or 
obligations other than with respect to its obligations related to the 
acquisition of Haven.



Comparison of Three Months Ended September 30. 1997 and 1996

     Admiral was inactive, and recorded no income or expenses during the three 
months ended September 30, 1997 and 1996, respectively. 






<PAGE>

                                                   PART II - OTHER INFORMATION



Item 1.   Legal Proceedings

     Admiral did not become involved in any new material legal proceedings 
during the period covered by this report.


Item 2.   Changes in Securities

Not applicable.


Item 3.   Defaults Upon Senior Securities

     Not applicable.


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

     Not applicable.


Item 5.   Other Information

     Not applicable.


Item 6.   Exhibits and Reports on Form 8-k

     Not applicable.










<PAGE>

                                 SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused the report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                   ADMIRAL FINANCIAL CORP. (Registrant)




Date:     November 14, 1997        By:     /s/ Wm. Lee Popham
                                   ----------------------------------------
                                   Wm. Lee Popham, President


Date:     November 14, 1997        By:     /s/ Linda E. Baker
                                   ----------------------------------------
                                   Linda E. Baker, Principal Financial
                                   and Accounting Officer