UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                              FORM 10-Q
          (Mark One)    
          [ X ]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended December 31, 1997

                                 OR

          [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ............. to ............

                      Commission File Number 0-17214

                          ADMIRAL FINANCIAL CORP.

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

                           3166 Commodore Plaza
                       Coconut Grove, Florida 33133

                    Telephone Number: (305) 794-7707

                (Former Address: 825 Arthur Godfrey Road,
                        Miami Beach, Florida 33140)



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 December 31, 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                                    9

Item 2.  Changes in Securities                                9

Item 3.  Defaults Upon Senior Securities                      9

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

Item 5.  Other Information                                    9

Item 6.  Exhibits and Reports on Form 8-K                     9

<PAGE>

                                              PART I  -  FINANCIAL INFORMATION


                          ADMIRAL FINANCIAL CORP.
                               AND SUBSIDIARY

                        Consolidated Balance Sheets

<TABLE>
<CAPTION>
          Assets                           December 31, 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.


                                                1
<PAGE>

                                               PART I - FINANCIAL INFORMATION


                        ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

                         Consolidated Statements of Operations
                                     (Unaudited)




<TABLE>
<CAPTION>
                        Three Months Ended Dec 31       Six Months Ended Dec 31
                        -------------------------       -----------------------
                         1997             1996            1997             1996
                        ------           ------          ------           ------
<S>                     <C>               <C>           <C>             <C>
Interest Income                 0                 0             0               0
Other income                    0                 0             0               0
                        ---------         ---------      --------        --------
  Total income                  0                 0             0               0

Expense
  Employee 
    Compensation                0                 0             0               0
     Other                      0                 0             0               0
                        ---------         ---------      --------        --------
  Total expense                 0                 0             0               0

  Loss from
    discontinued
    operation (note 2)          0                 0             0               0
                        ---------         ---------      --------        --------
Net loss                $       0                 0             0               0
                        =========         =========      ========        ========

Loss per share          $    0.00         $    0.00      $   0.00        $   0.00
                        =========         =========      ========        ========

Dividend per share         ---               ---           ---              ---
                        =========         =========     ========         ========

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


               See accompanying notes to consolidated financial statements



                                          2
<PAGE>

                                                PART I - FINANCIAL INFORMATION


                      ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY
          
                       Consolidated Statements of Cash Flows
                                    (Unaudited)

<TABLE>
<CAPTION>
                                                         Six Months Ended December 31
                                                         ----------------------------
                                                          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


                                3

<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 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 and six
           month periods ended December 31, 1997 and 1996.






















                                      4

<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.


     This discussion may contain statements regarding future financial 
performance and results.  The realization of outcomes consistent with these 
forward-looking statements is subject to numerous risks and uncertainties to 
the Company including, but not limited to, the availability of equity capital 
and financing sources, the availability of attractive acquisition 
opportunities once such new equity capital and financing is secured (if at 
all), the successful integration and profitable management of acquired 
businesses, improvement of operating efficiencies, the availability of working 
capital and financing for future acquisitions, the Company's ability to grow 
internally through expansion of services and customer bases without 
significant increases in overhead, seasonality, cyclicality, and other risk 
factors.

     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 an 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.



                                5
<PAGE>

     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") 
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 





                                 6

<PAGE>

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

     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."



                                  7

<PAGE>

     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.


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 December 31. 1997 and 1996

Admiral was inactive, and recorded no revenues or expenses during either 
period.



Comparison of Six Months Ended December 31. 1997 and 1996

Admiral was inactive, and recorded no revenues or expenses during either 
period.


                                   8

<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.

















                                    9

<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:     January 13, 1998          By:     /s/ Wm. Lee Popham
                                   -------------------------------
                                   Wm. Lee Popham, President


Date:     January 13, 1998          By:     /s/ Linda E. Baker
                                   -------------------------------
                                   Linda E. Baker, Principal
                                   Financial and Accounting Officer






















                               10
<PAGE>