FORM 10-Q
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES    
EXCHANGE ACT OF 1934
     For Quarterly Period Ended December 31, 1995
                                      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 No. 0-17757
                                       
                           W-W CAPITAL CORPORATION
            (exact name of Registrant as specified in its charter)

Nevada       93-0967457
(State or other jurisdiction of            (IRS Employer Identi-
incorporation or organization)               fication Number)

            11990 Grant Street, Suite 400, Northglenn, CO   80233
         (Address of principal executive offices, including zip code)
                                (303) 452-5000
             (Registrant's telephone number, including area code)
                                Not Applicable
 (Former name, address and former fiscal year, if changed since last report)

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 12
months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to the filing
requirements for the past 90 days.    Yes  X   No     

              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether Registrant has filed all documents and reports
required to be filed by
Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to
the distribution of
securities under a plan confirmed by a court.
   Yes      No      NOT APPLICABLE   x  

                    APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the
latest practicable date.

Title of Each Class                                 
                                             Number of Shares
                                               Outstanding
   Common stock                            at February  12, 1996      
   $0.01 Par Value                             5,530,661  

           
                             W-W CAPITAL CORPORATION

                                     Index

PART I                   FINANCIAL INFORMATION               PAGE NO.

Item 1                   Balance Sheets                          
                         December 31, 1995 and June 30, 1995     1
                         
                         Statements of Operations                
                           Three and Six  Months Ended           
                           December 31, 1995 and 1994            3

                         Statements of Cash Flows                
                           Six Months Ended                      
                           December 31, 1995 and 1994            4

                         Notes to Financial Statements           6

Item 2                   Management's Discussion and Analysis    
                           of Financial Condition and Results    
                           of Operations                         9

PART II                  OTHER INFORMATION                       

Item 1                   LEGAL PROCEEDINGS                      13
Item 2                   CHANGES IN SECURITIES                  13
Item 3                   DEFAULTS UPON SENIOR SECURITIES        13
Item 4                   SUBMISSION OF MATTERS TO VOTE OF        
                         SECURITY HOLDERS                       13
Item 5                   OTHER INFORMATION                      13
Item 6                   EXHIBITS AND REPORT ON FORM 8-K        13


                         SIGNATURES                             14<PAGE>
    
                      Part 1-FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
                            W-W CAPITAL CORPORATION
<TABLE>
<CAPTION>
                                 Balance Sheet

                                    December 31,        June 30,
                                        1995              1995
                                     (Unaudited)
<S>                                 <C>              <C>
Assets
Current assets:
  Cash                            $     9,157      $   124,458
  Trade accounts receivable         2,044,174        1,913,949
  Less allowance for doubtful 
  accounts                          ( 190,361 )      ( 197,008 )
     Net accounts receivable        1,853,813        1,716,941
  Accounts receivable, other            6,566           18,574
  Accounts receivable, employee         2,868            6,946
  Accounts receivable, related 
  party                               103,060          100,114
  Inventories:
   Raw materials                      417,158          417,094
   Work-in-process                    189,642          206,817
   Finished goods                   2,542,680        2,827,991
     Total inventories              3,149,480        3,451,902
  Deferred taxes                      118,829          118,350 
  Prepaid expenses                     55,164           72,961
  Current portion of 
  notes receivable                    170,379           48,310
     Total current assets           5,469,316        5,658,556
Property and equipment, at cost     4,401,533        4,327,267
  Less accumulated depreciation
  and amortization                ( 1,732,336 )    ( 1,525,737 )
     Net property and equipment     2,669,197        2,801,530

Other Assets:
  Long-term notes receivable from
     stockholders, net of 
     current portion                   22,406           34,869
  Long-term notes receivable from                              
     parties, other affiliated 
     entities and related
     net of current portion            23,374           23,027
  Real Estate held for resale         378,775          373,960
  Accounts and notes receivable, 
  other                               348,026          539,151
  Covenant not to compete, net of
     accumulated amortization          21,616           35,268
  Other assets                         90,520           81,156
     Total other assets               884,717        1,087,431
     TOTAL ASSETS                 $ 9,023,230      $ 9,547,517
</TABLE>
                                              
                          Continued on following page
                See accompanying notes to financial statements.
<PAGE>
                            W-W CAPITAL CORPORATION
                            Balance Sheet, Continued

<TABLE>
<CAPTION>
                                  December 31,       June 30,
                                    1995             1995    
                                    (Unaudited)
<S>                                 <C>              <C>
Liabilities
Current Liabilities:                         
  Accounts Payable                $ 1,875,155    $   2,143,658
  Revolving credit note 
  payable to Bank                   1,811,613        1,662,613
  Accrued property taxes               62,656           31,892
  Accrued payroll and 
  related taxes                        90,498          128,317
  Accrued interest payable             29,758           30,656
  Accrued commissions                 165,327          165,327
  Current portion of long-term 
  payables                            272,615          354,710
  Current portion of notes 
  payable to related parties           35,125           35,125
  Other current liabilities            19,286           22,450
     Total current liabilities      4,362,033        4,574,748

Other Liabilities:
  Long-term note payable to financial 
   institutions net of 
   current portion                  1,584,478        1,692,624
  Deferred taxes                       76,006          102,585
  Other Long-term liabilities          21,770           35,521
     Total other Liabilities        1,682,254        1,830,730

     TOTAL LIABILITIES              6,044,287        6,405,478

Stockholders' Equity
  Common stock: $.01 par value 
  15,000,000 shares authorized 
  5,530,661 shares issued and 
  outstanding at December 
  31, 1995, and June 30, 1995, 
  respectively                         55,306           55,306
  
  Capital in excess of par value    3,304,099        3,304,099
  Accumulated Deficit               ( 361,556 )      ( 198,460 )
                                    2,997,848        3,160,945
  Less 20,264 shares of treasury 
  stock at cost                      ( 18,906 )       ( 18,906 )
  
     TOTAL STOCKHOLDERS' EQUITY     2,978,943        3,142,039

     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY         $ 9,023,230      $ 9,547,517
</TABLE>
     
                See accompanying notes to financial statements.
                              W-W CAPITAL CORPORATION
                             Statements of Operations
                                    (Unaudited)
<TABLE>
<CAPTION>
                               Three Months Ended           Six Months Ended
                                   December 31,                December 31,    

<S>                          <C>          <C>          <C>         <C>
                             1995         1994         1995        1994
Net Sales                    3,526,094    3,945,386    7,593,726   8,265,797
Cost of goods sold           2,812,556    3,143,174    6,184,790   6,634,671  
                                      
   Gross profit                713,538      802,212    1,408,936   1,631,126  

Operating expenses:
   Selling expenses            341,676      274,715      695,237     606,522
   General and administrative 
  expenses                     373,306      402,623      774,530     772,490  
     Total operating expenses  714,982      677,338    1,469,767   1,379,012  

  Operating earnings(loss)    (  1,444 )    124,874     ( 60,831 )   252,114 

Other income (expense):                                         
   Interest income              32,664       38,141       68,433      55,658
   Interest expense          ( 103,985 )  ( 107,148 )  ( 205,804 ) ( 188,832 
)
   Gain on sale of assets        1,000           -         1,000       3,000
   (Loss) on sale of real 
   estate held for sale              -    ( 195,598 )          -   ( 195,598 )
   Other income (expense), 
    net                          1,736       11,495        9,178      32,053  
Total other income (expense)  ( 68,585 )  ( 253,110 )  ( 127,193 ) ( 293,719 )

Earnings (Loss) before 
  income taxes               (  70,029 )  ( 128,236 )  ( 188,024 )  ( 41,605 )

Provision for deferred 
  income taxes                (  1,589 )     12,220     ( 24,928 )    22,628  
   

   Net earnings (loss)        ( 68,440 )  ( 140,456 )  ( 163,096 )  ( 64,233 )

   
Earnings (Loss) per 
  common share:                 (  .01 )     (  .03 )     (  .03 )    (  .01 )
   

Weighted average number of                         
common shares outstanding    5,530,661    5,432,448    5,530,661   5,425,782
                  See accompanying notes to financial statements.<PAGE>
       


                   W-W CAPITAL CORPORATION

</TABLE>
<TABLE>
<CAPTION>
                          Statement of Cash Flows
                                (Unaudited)

                                          Six Months Ended       
                                            December 31,     
                          ________________________________________________

<S>                                 <C>              <C>
                                    1995             1994
Cash flows from 
operating activities:
  Net (loss) earnings               ( 163,096 )      (  64,233 )
  Adjustments to reconcile net 
  earnings to net cash provided by 
  (used in) operating activities:
  
Depreciation and amortization         216,672          193,831
  Loss (Gain) on property 
  and equipment                      (  1,000 )        192,598
  Provisions for loss on 
  accounts and notes receivable             -           35,350 
  Deferred income taxes                26,578           22,628

Changes in assets and liabilities:
  Accounts receivable               ( 130,225 )      ( 314,713 )
     
  Inventories                         302,422        ( 126,883 )
  Other current and non-current 
  assets                               21,094        (  27,506 )
  Accounts payable                  ( 268,503 )        168,341 
  Accrued expenses 
     and other current liabilities   ( 82,404 )      (  66,069 )
       Net cash (used in) provided 
       by operating activities       ( 78,462 )         13,344

Cash flows from investing activities:
  Proceed from sale of property 
  and equipment                         1,000                - 
  Increase in real estate held 
  for sale                            ( 4,815 )        374,606
  Purchase of property and equipment ( 72,455 )      ( 587,822 )
  Increase in other notes receivable ( 71,556 )      (  35,497 )
  Proceeds from other notes 
  receivable                          140,834           19,568
  Proceeds from stockholders' notes 
  receivable                           11,394           10,417
       Net cash (used in) provided 
       by investing activities          4,402        ( 218,728  )

Cash flows from financing activities:
  Proceeds from lines of credit       199,000           20,000 
  Payments on lines of credit       (  50,000 )              -
  Payments on notes payable to 
  financial institutions and 
   government entities             (  219,791 )      (  81,744 
          )
     
  Payments on notes payable 
  to affiliates                             -        (   5,563 )
  
  Proceeds from notes payable          29,550          436,465 
       

     Net cash provided by (used in)
     financing activities            ( 41,241 )        369,158 
     

  Net (decrease)  increase in cash  ( 115,301 )        163,774 
     
  Cash at beginning of period         124,458           52,944 
     

     Cash at end of period              9,157          216,718 
       
     

  Supplement schedule of non cash 
    investing and financing activities: 
 Converted accounts receivable 
    and related note receivable 
    into new secured note             150,000               -

Sold investment in real estate 
   held for sale:
 Pay-off of Bank Debt                        -         241,170
 Mortgage receivable                         -         440,219 
 
Supplemental disclosures of cash flow 
   information:
 Cash paid during the period 
  for interest                        206,702          187,076 
          
               See accompanying notes to financial statements.

</TABLE>
                          W-W CAPITAL CORPORATION
                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

   The accompanying unaudited financial statements include the accounts of W W
Capital
Corporation (the Company) and its three wholly-owned subsidiaries W-W
Manufacturing
Co., Inc., Titan Industries, Inc., and Eagle Enterprises, Inc.  All
significant intercompany
accounts and transactions have been eliminated.

   The accompanying unaudited financial statements have been prepared in
accordance
with generally accepted accounting principles for interim financial
information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  They do not
include all
information and footnotes necessary for a fair presentation of financial
position, results of
operations and changes in cash flows in conformity with generally accepted
accounting
principles for full-year financial statements.  However, except as disclosed
herein, there has
been no material change in the information disclosed in the notes to W W
Capital
Corporation's financial statements included in its Annual Report on Form 10-K
for the year
ended June 30, 1995.  In the opinion of management, all adjustments
(consisting of normal
recurring accrual basis adjustments) considered necessary for a fair
presentation have been
reflected in the accompanying financial statements.  Operating results for the
three and six
month periods ended December 31, 1995, are not necessarily indicative of the
result that
may be expected for the year ended June 30, 1996.


NOTE 2 - NET EARNINGS PER SHARE

     The net earnings (loss) per share amount included in the accompanying
statement of
operations have been computed using the weighted average number of shares of
common
stock outstanding and the dilative effect, if any, of common stock equivalents
existing during
the applicable three and six month periods. 


NOTE 3 - RELATED PARTY TRANSACTION

     The Company has a number of related party transactions.  See the
footnotes to W W
Capital Corporation financial statements for the year ended June 30, 1995,
included in its
Annual Report on Form 10-K for the nature and type of related party
transactions.

     The related party transactions include sales commission paid to
Agri-Sales Associates
which had entered into a sales and marketing agreement with the Company.  The
former
owner of Eagle Enterprises is also the principal owner of Agri-Sales and
holder of  the
Company's restricted common stock, as more fully discussed in the Annual
Report on Form
10-K for the year ended June 30, 1995.

     A summary of the related party transactions that effect the Company's
statement of
operations for the three months ended September 30, 1995, and 1994,
respectively, is as
follows:
<TABLE>
<CAPTION>

                         Three Months Ended    Six Months Ended
     
                                December 31,             December 31,      
<S>                     <C>            <C>         <C>            <C>
Transactions with
Related Parties         1995           1994        1995            1994

Rent expense            15,000         15,000      30,000          30,000

Interest income          1,098          2,181       2,939           4,403

Interest expense           881          1,855       1,759           3,902

Commission expense         -0-         68,920         -0-         234,886
</TABLE>

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

        The business of the Company is carried on within two segments by a
number of operating units.  The livestock handling equipment segment is
composed of W-W Manufacturing (W-W Manufacturing) and Eagle Enterprises
(Eagle), and the water and environmental product segment is represented by
Titan Industries (Titan).

(A)  Analysis of Results of Operations

     The Company incurred net losses of  $68,440 and $163,096, for the three
and six month period ended December 31, 1995, as compared to  net losses of
$140,456 and $64,233 in 1994 which included a one time loss on sale of real
estate of $195,598. 

     Net sales decreased to $ 7,593,726 for the six months ended December 31,
1995, compared to $ 8,265,797 for 1994.   The following table represents
actual sales by segment group.
<TABLE>
<CAPTION>

   Sales by segment group:        Three Months Ended     Six Months Ended
   
                                     December 31            December 31
<S>                               <C>        <C>        <C>        <C>
                                  1995       1994       1995       1994

Livestock Handling Equipment      1,949,639  2,230,969  4,218,952  4,628,775
Water and Environmental Products  1,576,455  1,714,417  3,374,774  3,637,022   

             Total Sales          3,945,386  3,945,386  7,593,726  8,265,797
</TABLE>


  The sales in the water and environmental product segment decreased $262,248 
or 7.2%
during the six month period as compared to corresponding period in 1994.  This
decrease
can be attributed to the Governmental Agencies cutting back funds for ground
water
monitoring and remediation.  This has impacted the sale of various
environmental products
produced by the Company.  While the unit sales in PVC pipe remain at similar
levels to
1994, a decrease in plastic commodity prices of  8% to 10% has contributed to
the lower
sales levels. In addition extreme wet and cold weather conditions in some
market areas had
an adverse effect on the water supplies aspect of the business.   While these
factors
contributed to a decline in sales the Company has taken steps to gain market
share and
increase sales.  The Company has and will continue to introduce new products
to the market
place.  The most recent introduction is high density polyethylene slotted
screen (HDPE). 
This product has gained strong acceptance in applications such as land fills,
mines,
environmental remediation, industrial screening and leachate collection
systems.  This
product has many advantages over more traditional piping.  The most notable
being its ability
to withstand soil loading and resistance to cracking under high pressure   The
Company is
anticipating strong sales with this product as it continues to grow in
acceptance and other
applications are found for it.  The Company continues its efforts to establish
new distributors
and manufacturer's representatives on both the east and west coasts to expand
its market area
so that weather and economics in a certain area will not have a major impact
on sales.

  During the six months ended December 31, 1995, sales in the livestock
handling
equipment segment declined $409,823 or 8.8%.  The decline in sales are due to
a concern in
the cattle industry about beef prices, and the extreme hot weather experienced
all across the
United States in the late summer and fall, thereby, creating a weaker demand
for the
traditional W-W Manufacturing equipment.  A decline in sales was felt most
strongly in July
and August of 1995, but improved  as the Company moved into its fall and
winter selling
season, with a normal drop during the holiday season.  While traditional lines
of cattle
livestock systems remains sluggish the special horse stall, versa stall and
rodeo sales division
remain strong.  During the quarter ended September 30, 1995, W-W Manufacturing
had a
special order which accounted for approximately $533,000 of the total sales in
this segment. 
While these special sales helped offset the lower demand for the standard line
of product the
production cost on the sales in higher therefore, reducing gross profit and
net profit margins. 
 The Company expects sales in the livestock handling equipment to remain soft
as long as
beef prices remain low and some experts in the cattle industry predict beef
prices to remain
low for the next twelve to eighteen months.  However, during this period the
Company is
taking steps to maintain and gain market share by expanding its sales and
marketing efforts
to the upper midwest and western United States areas that have not been
traditionally strong
markets for the Company in the past.

  Historically, W-W Manufacturing has sold its equipment to the larger
ranchers and not to
smaller operators because along with higher quality and durability comes
higher prices. 
Therefore, smaller operators opted for lower priced equipment because the size
of their herd,
they could not justify the price for W-W Manufacturing equipment.  In order to
meet the
needs of the smaller price conscious operator, the Company has designed a new
line of <PAGE>
quality equipment which will be priced lower than the traditional 
equipment. Additionally, the Company reintroduced a line of feed equipment 
and gates in January 1996.  
This line of
equipment will enable the Company to enter the high volume aspect of the gate
and panel
market.  These products will not only increase sales levels, but will give the
Company a 
lead-in-product to open markets to new customers who have not handled W-W
Manufacturing livestock systems.  The Company will use the late winter and
spring months
to introduce these new products not only to its traditional market but to
distributors and
dealers being in new market areas discussed previously.  The Company does not
expect big
increases in sales from these new products until the fall market after
customers have had a
chance to test the products and see acceptance by the end users.  Early
indications from trade
shows and dealers is that the Company can anticipate increases in sales levels
and market
share from these new and reintroduced products.

  Gross profit margins decreased from 19.73% in 1994 to 18.55% in 1995 on an
overall
Company basis.  The gross profit margin in the livestock handling equipment
decreased from
20% in 1994 to 19.27% in 1995.  As discussed earlier this decline is
principally a result of
lower gross profit margin on "specials" which accounted for approximately
12.63% of total
sales in the livestock handling equipment segment during the period.   Eagle
continued to
show improvement in its operating results.  Eagle had a operating loss of
$140,047 during
the six months ended December 31, 1995, as compared to an operating loss of
$252,287 in
corresponding period in 1994.  Product sales shipped out of the Eagle
manufacturing facility
totaled $1,103,552 in 1995 or an average of $183,925 per month.  Management
has
estimated Eagle's breakeven point to be approximately $200,000 in shipments
per month.  It
is anticipated that Eagle's shipments will increase as orders for the
reintroduced feed
equipment, gates and new lower priced cattle handling equipment continue.  The
Company
believes as these new products gain an acceptance in the market place, that by
the 1996 fall
season  Eagle should be profitable on a consistent basis.  

  Gross profit margins in the water and environmental product segment
decreased from
19.39% in 1994 to 17.65% in 1995.  This decline corresponds to higher
depreciation and
other costs associated with the new manufacturing facility which was completed
in December
1994.  Presently, this facility is not being utilized to its fullest capacity
due to sluggish sales.

  The selling expenses  as a percent of sales increased to 9.15% in 1995 as
compared to
7.33% in 1994.  The increase is a function of the cost of the establishing
sales force in the
livestock handling equipment segment, while sales have declined.  During
December and
January, the Company restructured its salesmen responsibility and eliminated
two salesmen. 
It is anticipated that only one of the salesmen terminated will be replaced. 
In January 1996,
the sales manager of the livestock handling equipment segment replaced the
general manager
of W-W Manufacturing.  This person will be handling both the responsibility of
sales
manager and general manager.  Additionally, the Company terminated its sales
and
marketing agreement with Agri-Sales Associates on October 25, 1994, and
therefore did not
pay any sales commissions on the majority of the sales in November and
December 1994
which commission would have amounted to approximately $50,000 to $60,000 if
paid.  The <PAGE>
Company has been successful in establishing new dealers and 
distributors in
areas where the
Company has not had a strong presence.  It is anticipated that as cattle
prices improve and
the new dealers and distributors reduce their inventories, that they will
start ordering W-W
livestock handling equipment and selling expenses as a percent of sales will
decline.

  General and administrative expenses increased $2,040 in 1995 as compared to
1994. 
This increase is a combination of higher legal fees involving lawsuits and
higher corporate
travel costs incurred.  Corporate management has spent a majority of their
time assisting
management of the subsidiaries in developing new product lines, sales force
and marketing
plans.  

  Interest expense increased $16,972 during the six months ended December 31,
1995, as
compared to the corresponding period in the prior year.  This increase can be
attributed to
increase in borrowing on the lines of credit and interest incurred on the
funds borrowed to
build Titan's new facility which was completed in December 1994.  During the
quarter ended
December 31, 1995, the Company received principal and interest payments of
$128,394 on
its note receivable which part of the proceeds from its December 1994 sale of
real estate. 
The Company used approximately $62,045 of these funds to prepaid an Eagle bank
loan.  On
February 12, 1996, the remaining balance of this note receivable was prepaid
and the
Company applied $225,000 of the said funds to reduce the Company's debt. 
These
reductions in debt, along with a reduction in interest rates will reduce the
Company's interest
expense during the last six months of fiscal 1996.  Inflation has not had a
significant effect
on operations in the recent years because of the relatively modest rate of
price increases in
the United States.

(B)     Liquidity and Capital Resources

  The Company used $78,462 cash in operating activities in 1995 as compared to
generating $13,344 from operations in 1994.  The Company has reduced inventory
levels by
$302,422 since June 30, 1995, and used these funds to reduce accounts payable. 
Management anticipates that overall inventory levels to remain constant, while
reductions in
its current inventory will be offset by  increases in inventory of the new
feed equipment and
gates.

  As referred to above, the Company received $323,412 on February 12, 1996,
which paid
the entire outstanding balance of its note receivable net of a prepaid
discount of $11,000. 
The funds will be used to reduce the Company's debt by $225,000 and remaining
funds will
be used in operations.

  The Company renewed its banking arrangements with its primary lender on
terms similar
to which is presently in effect in December 1995.  Currently, Eagle is in
violation of certain
loan covenants with both First American National Bank and Bank IV, Kansas due
to prior
net operating losses, even though the reduction in the outstanding balance of
the line of credit
cured certain other violations.  Management has discussed these violations
with the Banks
and neither Bank indicated that they would accelerate payment of the
respective loans.

<PAGE>
  During the six months ended December 31, 1995, the Company made capital
additions of
$72,455 down from $587,822 in 1994.  W-W Manufacturing is currently in
discussions with
the City of Dodge City, Kansas regarding the issuance of $1,400,000 of
Industrial Revenue
Bonds.  Said proceeds would be used to acquire the Dodge City Manufacturing
facility and
provide funds for additions, improvements and remodeling.  These facility
improvements will
allow the Company to consolidate operations, and improve production
efficiencies and the
paint quality with a new paint system.   Under the terms of the indenture, W-W
Manufacturing would lease the facility from the City of Dodge City for monthly
pro-raga
amounts sufficient to pay all principal and interest due on said bonds.  W-W
Manufacturing
has an option to purchase property at any time for an amount equal to full
amount required
to pay-in-full or redeem all outstanding bonds plus $10.00.

  Management believes with net cash provided from operations, available lines
of credit
and the Company's ability to obtain additional long-term financing, the
Company will have
adequate sources to meet its current obligations.
<PAGE>
                                  PART II
                             OTHER INFORMATION
                                     
ITEM 1. LEGAL PROCEEDINGS

  Daniel R. Beaton and Rocky Mountain Realty, Inc. ("Beaton") filed a law suit
in the
  District Court, County of Adams, State of Colorado against W W Capital
Corporation. 
  Beaton was asserting a claim against the Company for a claimed real estate
commission
  in the amount of $87,218 plus interest and attorney fees due from the
Company's sale of
  certain real property located in Grand County Colorado, pursuant to a
listing agreement. 
  The Company's position was that the listing agreement was intended to
exclude any buyer
  that was referred to the Company through several listed individuals.  A
trail date was set
  for March 4, 1996.  Effective January 23, 1996, the Company settled this
lawsuit by
  paying Beaton $3,500.

ITEM 2. CHANGES IN SECURITIES

  Not Applicable


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

  Not Applicable

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

  Not Applicable

ITEM 5. OTHER INFORMATION

  Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  Exhibit 27 Financial Data Schedule<PAGE>
  Pursuant to the requirements of the 
Securities and Exchange Act of 1934, the
Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly
authorized.
        
                                   W W CAPITAL CORPORATION
                                                    (Registrant)

Dated: February 15, 1996           By:________________________________
                                   Robert W. Claar, Chief Financial Officer



Dated: February 15, 1996           By:________________________________
                                   Steve D. Zamzow,  President  & CEO

<PAGE>
     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto
duly authorized.
                                   
                                   W W CAPITAL CORPORATION
                                                    (Registrant)

Dated: February 15, 1996           By:         /s/ Robert W. Claar             
 
                                   Robert W. Claar, Chief Financial Officer



Dated: February 15, 1996           By:     /s/ Steve D. Zamzow                 

                                   Steve D. Zamzow,  President  & CEO