FORM 3
UNITED STATES  SECURITIES AND EXCHANGE  COMMISSION  Washington D.C. 2054 INITIAL
STATEMENT OF BENEFICIAL  OWNERSHIP OF SECURITIES Filed Pursuant to Section 16(a)
of the  Securities  Exchange Act of 1934,  Section  17(a) of the Public  Utility
Holding  Company Act of 1935 or Section 30(f) of the  Investment  Company Act of
1940

1.  Name and Address of Reporting Person         Penny L. Adams Field 2424 
Longboat Drive; Naples, Florida 34104

2. Issuer Name and Ticker or Trading Symbol Equity Growth Systems, inc.

3.  IRS or Social Security Number or Reporting Person (Voluntary)          

4.  Statement for Month/Year                            January, 1998

5.  If Amendment, Date of Original (Month/Year)

6.                    Relationship  of Reporting  Person(s) to Issuer (check all
                      applicable)

X  Director                                    __10% Owner
__ Officer                                      __ Other (Specify Below)

- ---------------------------------

7.                   Individual or Joint/Group Reporting (Check applicable line)

X   Form filed by One Reporting Person
__  Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned


1.  Title of Security (Instruction 4)                 Common Stock

2.  Amount of Securities Beneficially Owned (Instruction 4)    62,500 shares

3.  Ownership Form:  Direct (D) or Indirect (I) (Instruction 5)      Direct

4.  Nature of Indirect Beneficial Ownership (Instruction 5)        Not 
Applicable


Table II - Derivative Securities Beneficially Owned

1. Title of Derivative Security (Instruction 4)     

2.  Date Exercisable and Expiration Date
Exercisable             Expiration
Date                          Date


3.  Title and Amount of Securities Underlying Derivative Security (Instruction 
4)
Title                        Amount or Number of Shares


4.  Conversion of Exercise Price of Derivative Security


5.  Ownership  Form  of  Derivative   Security:   Direct  (D)  or  Indirect  (I)
(Instruction 5)


6. Nature of Indirect Beneficial Ownership (Instruction 5)


Explanation of Responses:


/s/ Penny L. Adams Field                                 February 10, 1999
- ----------------------------------------------------
/s/ Penny L. Adams Field                                                    
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal 
Violations.
   See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See instruction 6 for procedure.

Potential persons who are to respond to the collection of information  contained
in this form are not  required to respond  unless the form  displays a currently
valid OMB number.