10QSB

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                             FORM 10-QSB
(Mark One)

[X]           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934 

                   For the quarterly period ended 
                            March 31, 1999       

   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 0-24801

                   BARHILL ACQUISITION CORPORATION
        (Exact name of registrant as specified in its charter)



       Delaware                                                 
                                                       52-2102141   
                                                        
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                   Identification No.)


             1504 R Street, N.W., Washington, D.C. 20009
         (Address of principal executive offices  (zip code))

                           202/387-5400                   
         (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the last 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              


Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.


      Class                                 Outstanding at
                                            March 31, 1999

Common Stock, par value $0.0001                   5,000,000


ITEM 1.  FINANCIAL STATEMENTS

                   BARHILL ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                            Balance Sheet
                            March 31, 1999
                             (Unaudited)

                                ASSETS


     Cash                                            $    380

     Organization cost                                     75

     TOTAL ASSETS                                     $   455


                 LIABILITIES AND STOCKHOLDERS' EQUITY

     LIABILITIES                                       $     -    

     STOCKHOLDERS' EQUITY

        Preferred Stock, $.0001 par value,                   -
          20,000,000 shares authorized, 
          no shares issued and outstanding            
                                                                       
       Common Stock, $.0001 par value, 
           100,000,000 shares authorized 
           5,000,000 issued and outstanding                500
       Capital in excess of par                             75

       Accumulated deficit during development             (120)

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  455


NOTE   1 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A.  Organization and Business Operations

          Barhill Acquisition Corporation (a development stage
          company)(the "Company") was incorporated in Delaware on
          June 2, 1998 to serve as a vehicle to effect a merger,
          exchange of capital stock, asset acquisition or other
          business combination with a domestic or foreign private
          business.  As of March 31, 1999, the Company had not
          yet commenced any formal business operations, and all
          activity to date relates to the Company's formation and 
          proposed fund raising. The Company's fiscal year end is
          December 31.

          The Company's ability to commence operations is contingent
          upon its ability to identify a prospective target business
          and raise the capital it will require through the issuance
          of equity securities, debt securities, bank borrowings or
          a combination thereof.

          The unaudited financial statements and notes are presented
          as permitted by Form 10-QSB.  Accordingly, certain
          information and footnote disclosures normally included in
          financial statements prepared in accordance with generally
          accepted accounting principles may have been omitted.

NOTE   2 -       STOCKHOLDERS' EQUITY

          A.  Preferred Stock

          The Company is authorized to issue 20,000,000 shares of 
          preferred stock at $.000l par value, with such
          designations, voting and other rights and preferences as 
          may be determined from time to time by the Board of 
          Directors.

          B.  Common Stock

          The Company is authorized to issue 100,000,000 shares of
          common stock at $.000l par value. The Company issued
          4,250,000 and 750,000 shares to Pierce Mill Associates,
          Inc. and Cassidy & Associates, respectively.
                      
NOTE   3 -       RELATED PARTIES

          Legal counsel to the Company is a firm owned by a director
          of the Company who also owns 100% of the outstanding stock
          of Pierce Mill Associates, Inc.  The same party is also
          the controlling owner of Cassidy & Associates.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

     The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The Company
files with the Securities and Exchange Commission periodic and
episodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports Form 10-KSB.  As
a reporting company under the Exchange Act, the Company may register
additional securities on Form S-8 (provided that it is then in
compliance with the reporting requirements of the Exchange Act) and
on Form S-3 (provided that is has during the prior 12 month period
timely filed all reports required under the Exchange Act), and its
class of common stock registered under the Exchange Act may be
traded in the United States securities markets provided that the
Company is then in compliance with applicable laws, rules and
regulations, including compliance with its reporting requirements
under the Exchange Act.

     The Company was formed to engage in a merger with or
acquisition of an unidentified foreign or domestic private company
which desires to become a reporting ("public") company whose
securities are qualified for trading in the United States secondary
market.  The Company meets the definition of a "blank check" company
contained in Section (7)(b)(3) of the Securities Act of 1933, as 
amended.

     Management believes that there are perceived benefits to being
a reporting company with a class of publicly-traded securities which
may be attractive to foreign and domestic private companies.

     These benefits are commonly thought to include (1) the ability
to use registered securities to make acquisition of assets or
businesses; (2) increased visibility in the financial community; (3)
the facilitation of borrowing from financial institutions;  (4)
improved trading efficiency; (5) shareholder liquidity; (6) greater
ease in subsequently raising capital; (7) compensation of key
employees through options for stock for which there is a public
market; (8) enhanced corporate image; and, (9) a presence in the
United States capital market.       

     A private company which may be interested in a business
combination with the Company may include (1) a company for which a
primary purpose of becoming public is the use of its securities for
the acquisition of assets or businesses; (2) a company which is
unable to find an underwriter of its securities or is unable to find
an underwriter of securities on terms acceptable to it; (3) a
company which wishes to become public with less dilution of its
common stock than would occur normally upon an underwriting; (4) a
company which believes that it will be able obtain investment
capital on more favorable terms after it has become public; (5) a
foreign company which may wish an initial entry into the United
States securities market; (6) a special situation company, such as a
company seeking a public market to satisfy redemption requirements
under a qualified Employee Stock Option Plan; and, (7) a company
seeking one or more of the other benefits believed to attach to a
public company. 

     Management is actively engaged in seeking a qualified private
company as a candidate for a business combination.  The Company is
authorized to enter into a definitive agreement with a wide variety
of private businesses without limitation as to their industry or
revenues.  It is not possible at this time to predict with which
private company, if any, the Company will enter into a definitive
agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company. 

     As of the date hereof, management has not made any final
decision concerning or entered into any agreements for a business
combination.  When any such agreement is reached or other material
fact occurs, the Company will file notice of such agreement or fact
with the Securities and Exchange Commission on Form 8-K.  Persons
reading this Form 10-QSB are advised to see if the Company has
subsequently filed a Form 8-K.

     The current shareholders of the Company have agreed not to sell
or otherwise transfer any of their common stock of the Company
except in connection with a business combination.

     The Company does not intend to trade its securities in the
secondary market until completion of a business combination.  It is
anticipated that immediately following such occurrence the Company
will cause its common stock to be listed or admitted to quotation on
the NASD OTC Bulletin Board or, if it then meets the financial and
other requirements thereof, on the Nasdaq SmallCap Market, National
Market System or regional or national exchange.

COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000

     Many existing computer programs use only two digits to identify a year
in such program's date field.  These programs were designed and developed
without consideration of the impact of the change in century for which 
four digits will be required to accurately report the date.  If not 
corrected, many computer applications could fail or create erroneous results
by or following the year 2000 ("Year 2000 Problem").  Many of the computer
programs containing such date language problems have not been corrected by
the companies or governments operating such programs.  The Company does not
have operations and does not maintain computer systems.  However, it is 
impossible to predict what computer programs will be effected, the impact
any such computer disruption will have on other industries or commerce or
the severity or duration of a computer disruption.

     Before the Company enters into any business combination, it will inquire
as to the status of any target company's Year 2000 Problem, the steps such 
target company has taken to correct any such problem and the probable impact
on such target company of any computer disruption.  However, there can be
no assurance that the Company will not merge with a target company that
has an uncorrected Year 2000 Problem or that any such Year 2000 Problem
corrections are sufficient.  The extent of the Year 2000 Problem of a 
target ocmpany may be impossible to ascertain and its impact on the
Company is impossible to predict.


                     PART II -- OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     There are no legal proceedings against the Company and the
Company is unaware of such proceedings contemplated against it.

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

     (a)  Exhibits

          Exhibit 4

          -- Certificate of Incorporation filed as an exhibit to the
          Company's registration statement on Form 10-SB (File No.
          0-24801) filed on August 13, 1998 and is incorporated
          herein by reference.

          -- By-Laws filed as an exhibit to the Company's
          registration statement on Form 10-SB (File No. 0-24801)
          filed on August 13, 1998 which is incorporated herein by 
          reference.

     (b)  Reports on Form 8-K

     There were no reports on Form 8-K filed by the Company during
     the quarter ended March 31, 1999.


                              SIGNATURES


     Pursuant to the requirements 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.

                         BARHILL ACQUISITION CORPORATION


                         By:   /s/ James M. Cassidy              
                              James M. Cassidy, President

Dated:  May 12, 1999

EX-27

 

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