content: FORM 10-Q
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  (Mark One)
  [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended        APRIL 30, 1998
  
                                         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               33-1406
  
                               BUCK HILL FALLS COMPANY
               (Exact name of registrant as specified in its charter)
  
           PENNSYLVANIA                                       24-0536840
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                        Identification No.)
  
                  CRESCO ROAD, BUCK HILL FALLS, PENNSYLVANIA 18323
                 (Address of principal executive offices) (Zip Code)
  
                                   (717) 595-7511
                (Registrant's telephone number, including area code)
  
  
                (Former name, former 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 such
  filing requirements for the past 90 days.
  
  Yes  __X__           No ____
  
       As of April 30, 1998, the registrant had 79,811 shares of Common Stock, and
  24,400 shares of Common Stock Class A, no par value, issued and outstanding.
  <PAGE>
  
                                      FORM 10-Q
  
                               BUCK HILL FALLS COMPANY
  
                                        INDEX
  
                                                                              Page
  
  Part I:           Financial Information
  
  Item 1.           Financial Statements
  
                    Condensed Consolidated Balance Sheet -
                    April 30, 1998 and October 31, 1997                          1
  
                    Condensed Consolidated Statement of Operations -
                    Six Months and Three Months Ended April 30, 1998
                    and 1997                                                     2
  
                    Condensed Consolidated Statement of Cash Flows -
                    Six Months Ended April 30, 1998 and 1997                     3
  
                    Notes to Condensed Consolidated
                    Financial Statements                                       4-5
  
  Item 2.           Management's Discussion and Analysis of
                    Financial Condition and Results of Operations             6-10
  
  Part II:          Other Information                                           11
  
                    Signatures                                               12-13
  <PAGE>
                           PART I - FINANCIAL INFORMATION
                            ITEM 1. FINANCIAL STATEMENTS
                       BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------------------------
                                                                     APRIL 30, 1998          OCTOBER 31
                                                                       (UNAUDITED)              1997*
  -------------------------------------------------------------------------------------------------------
  <S>                                                                 <C>                   <C>        
                                       ASSETS
  
  CURRENT ASSETS:
      Cash                                                            $    58,955           $    76,973
      Accounts receivable, net                                            390,617               328,854
      Prepaid expenses and other current assets                            32,094                21,659
                                                                      -----------           -----------
  
            Total current assets                                          481,666               427,486
  
  RESTRICTED CASH                                                          85,491                69,122
  
  PROPERTY, PLANT AND EQUIPMENT, Net                                    2,657,345             2,643,058
  
  DEFERRED COSTS, Net                                                         774                 3,143
                                                                      -----------           -----------
  
                        TOTAL                                         $ 3,225,276           $ 3,142,809
                                                                      ===========           ===========
  
  
                        LIABILITIES AND STOCKHOLDERS' EQUITY
  
  CURRENT LIABILITIES:
      Current portion of long-term debt                               $   439,554           $   504,268
      Accounts payable, trade                                             128,241               124,095
      Deferred revenue                                                    210,178
      Accrued expenses and other                                          141,242                92,411
      6-1/4% Subordinated Notes                                           140,000               140,000
                                                                      -----------           -----------
  
            Total current liabilities                                   1,059,215               860,774
  
  CUSTOMER DEPOSITS                                                        85,491                69,122
  
  LONG-TERM DEBT                                                          903,362               912,812
                                                                      -----------           -----------
  
                  Total liabilities                                     2,048,068             1,842,708
                                                                      -----------           -----------
  
  STOCKHOLDERS' EQUITY:
      Common stock                                                      1,720,661             1,720,661
      Contributed capital                                                 869,227               799,227
      Deficit                                                          (1,412,680)           (1,219,787)
                                                                      -----------           -----------
  
            Total stockholders' equity                                  1,177,208             1,300,101
                                                                      -----------           -----------
  
                        TOTAL                                         $ 3,225,276           $ 3,142,809
                                                                      ===========           ===========
  </TABLE>
  
  *Condensed from audited financial statements
  
                The accompanying notes are an integral part of these
                    condensed consolidated financial statements.
  
                                        -1-
  <PAGE>
                       BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
                   CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                     (UNAUDITED)
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------------------------
                                                   SIX MONTHS ENDED                   THREE MONTHS ENDED
                                             .........APRIL 30..........         ..........APRIL 30.........
                                               1998              1997              1998               1997
  ----------------------------------------------------------------------------------------------------------
  <S>                                        <C>               <C>               <C>               <C>      
  REVENUES                                   $ 668,730         $ 665,417         $ 340,580         $ 341,503
  
  COST OF REVENUES                             624,727           672,877           280,113           317,723
                                             ---------         ---------         ---------         ---------
  
  GROSS (LOSS) PROFIT FROM
      OPERATIONS                                44,003            (7,460)           60,467            23,780
  
  GENERAL AND ADMINISTRATIVE
      EXPENSES                                 209,940           183,763           155,555           102,302
                                             ---------         ---------         ---------         ---------
  
  LOSS FROM OPERATIONS                        (165,937)         (191,223)          (95,088)          (78,522)
                                             ---------         ---------         ---------         ---------
  
  OTHER INCOME (EXPENSE):
      Miscellaneous income (expense)             5,653             9,508            (8,823)           (4,441)
      Gain on sale of asset                      2,015            53,500             2,015            53,500
      Interest expense                         (64,433)          (82,004)          (31,799)          (32,501)
                                             ---------         ---------         ---------         ---------
  
          Other income (expense), net          (56,765)          (18,996)          (38,607)           16,558
                                             ---------         ---------         ---------         ---------
  
  LOSS BEFORE EXTRAORDINARY
      ITEM                                    (222,702)         (210,219)         (133,695)          (61,964)
  
  EXTRAORDINARY ITEM- GAIN FROM
      CASUALTY (FIRE)                           29,809                              29,809
                                             ---------         ---------         ---------         ---------
  
  NET LOSS                                   $(192,893)        $(210,219)        $(103,886)        $ (61,964)
                                             =========         =========         =========         =========
  
  WEIGHTED AVERAGE NUMBER
      OF SHARES OUTSTANDING                    104,211            86,674           104,211            86,674
                                             =========         =========         =========         =========
  
  NET LOSS PER COMMON SHARE
      BEFORE EXTRAORDINARY ITEM
  
      Basic                                  $   (2.14)        $   (2.43)        $   (1.28)        $   (0.71)
                                             =========         =========         =========         =========
  
      Diluted                                $   (2.14)        $   (2.43)        $   (1.28)        $   (0.71)
                                             =========         =========         =========         =========
  
  NET LOSS PER COMMON SHARE
      AFTER EXTRAORDINARY ITEM
  
      Basic                                  $   (1.85)        $   (2.43)        $   (1.00)        $   (0.71)
                                             =========         =========         =========         =========
  
      Diluted                                $   (1.85)        $   (2.43)        $   (1.00)        $   (0.71)
                                             =========         =========         =========         =========
  </TABLE>
  
                The accompanying notes are an integral part of these
                    condensed consolidated financial statements.
  
                                        -2-
  <PAGE>
                       BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (UNAUDITED)
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------
                                                                 SIX MONTHS ENDED
                                                          ............APRIL 30............
                                                             1998                1997
  ------------------------------------------------------------------------------------------
  <S>                                                     <C>                 <C>       
  CASH PROVIDED BY (USED IN):
       OPERATING ACTIVITIES:
          Net loss                                        $(192,893)          $(210,219)
          Adjustments for noncash charges:
              Depreciation and amortization                  96,013             109,360
              Gain from casualty fire                       (29,809)                 --
              Gain on disposition of assets                      --             (53,669)
          Changes in assets and liabilities                 164,752             173,161
                                                          ---------           ---------
  
                  Net cash provided by
                     operating activities                    38,063              18,633
                                                          ---------           ---------
  
       INVESTING ACTIVITIES:
          Purchase of property and equipment               (114,826)            (30,156)
          Insurance proceed from fire loss                   62,909                  --
          Proceeds from sale of land                             --              53,879
                                                          ---------           ---------
  
                  Net cash provided by (used in)
                     investing activities                   (51,917)             23,723
                                                          ---------           ---------
  
       FINANCING ACTIVITIES:
          Repayment of debt                                 (74,164)           (408,607)
          Proceeds of additional paid in capital             70,000
          Proceeds from issuance of stock                        --             179,005
          Proceeds from issuance of debt                         --             175,000
                                                          ---------           ---------
  
                  Net cash used in
                     financing activities                    (4,164)            (54,602)
                                                          ---------           ---------
  
  DECREASE IN CASH                                          (18,018)            (12,246)
  
  CASH, BEGINNING OF PERIOD                                  76,973             106,703
                                                          ---------           ---------
  
  CASH, END OF PERIOD                                     $  58,955           $  94,457
                                                          =========           =========
  
  CASH PAYMENTS FOR:
       Interest                                           $  64,433           $  79,912
                                                          =========           =========
  </TABLE>
  
                The accompanying notes are an integral part of these
                    condensed consolidated financial statements.
  
                                        -3-
  <PAGE>
                       BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)
  --------------------------------------------------------------------------------
  
  NOTE 1:  BASIS OF PRESENTATION
  
       Although the interim condensed  consolidated  financial  statements of Buck
  Hill Falls Company and  Subsidiary  (the  "Company")  are  unaudited,  it is the
  opinion  of the  Company's  management  that all  normal  recurring  adjustments
  necessary for a fair statement of the results for the interim periods  presented
  have been  reflected  therein.  The results of operations for any interim period
  are not  necessarily  indicative  of results that may be expected for the entire
  year.
  
       These  statements  should  be read in  conjunction  with  the  consolidated
  financial  statements and related notes included in the Company's  annual report
  on Form 10-K for the year ended October 31, 1997.
  
  
  NOTE 2:  CHANGES IN COMPONENTS OF COMMON STOCK CLASS A
  
  <TABLE>
  <CAPTION>
                                                                                                                STOCK
                                          ...COMMON STOCK...                 .STOCK SUBSCRIBED.             SUBSCRIPTION
                                        SHARES          AMOUNT              SHARES          AMOUNT           RECEIVABLE
  <S>                                 <C>             <C>                  <C>            <C>               <C>      
  Balance, October 31, 1997            24,400          $343,811             4,200          $ 84,190          $(84,190)
  Common Stock Issued
  Common Stock Subscribed
                                       ------          --------             -----          --------          -------- 
  
  Balance, April 30, 1998              24,400          $343,811             4,200          $ 84,190          $(84,190)
                                       ======          ========             =====          ========          ======== 
  </TABLE>
  
                                        -4-
  <PAGE>
  BUCK HILL FALLS COMPANY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (UNAUDITED)
  --------------------------------------------------------------------------------
  
  NOTE 3:  EARNINGS PER SHARE
  
       In 1997, the Company adopted  Statement of Financial  Accounting  Standards
  ("SFAS")  No. 128,  "Earnings  Per Share,"  which  changed  the  computation  of
  earnings per share ("EPS") and requires  presentation of two new amounts,  basic
  and diluted EPS, and additional informational disclosures.  The adoption of SFAS
  No. 128 is  required  for all  reporting  periods  after  December  15, 1997 and
  requires restatement for all prior periods The adoption of SFAS No. 128 resulted
  in the restatement of the Company's April 30, 1998 EPS, as follows:
  
           Previously reported
               Primary fully diluted                                $(1.85)
  
           Restated amounts:
               Basic EPS                                            $(1.85)
               Diluted EPS                                          $(1.85)
  
       The  following  data show the amounts used in computing  earnings per share
  and the effects of income and the weighted  average number of shares of dilutive
  potential common stock for the years ended April 30, 1998 and 1997:
  
                                           INCOME       COMMON SHARES
                                          NUMERATOR      DENOMINATOR        EPS
       April 30, 1998
           Basic and diluted EPS
                Net loss                  $(192,893)        104,211      $  (1.85)
                                          =========       =========      ========
  
       April 30, 1997
           Basic and diluted EPS
                Net loss                  $(210,219)         86,674      $  (2.43)
                                          =========       =========      ========
  
       The 4,200  shares  of  Common  Stock A  Subscriptions  Receivable  were not
  included in computing diluted EPS because their effects were antidilutive.
  
  --------------------------------------------------------------------------------
  
                                        -5-
  <PAGE>
  FORM 10-Q
  
  BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  GENERAL
  
       The  Company's  business,  insofar  as  it  relates  to  the  provision  of
  recreational  facilities,  is  largely  seasonal  in  nature.  As a result,  the
  Company's revenues and cost of revenues typically increase  significantly in its
  third and fourth fiscal quarters.
  
  RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED
  APRIL 30, 1998
  COMPARED TO THE SIX MONTHS ENDED
  APRIL 30, 1997
  
       During this period the company experienced a catastrophic fire. Substantial
  progress  has been made in the  rebuilding  and  replacement  of all loses and a
  complete recovery is expected for the upcoming busy summer months. Management is
  aggressively  preparing  for what they  believe  will be a very active final two
  fiscal periods of 1998 and is making the necessary expenditures and preparations
  to improve the  facilities  and its  amenities.  This should be considered  when
  comparing the current period ending 1998 to the same period ending 1997 when the
  new management was at its inception.
  
       Overall,  revenues increased  approximately $3,000 for the six months ended
  April 30, 1998,  as compared to the same period in the prior  fiscal  year.  The
  company experienced an increase in billing fees of approximately  $26,000 due to
  an increase in the services  performed,  additional  cottages on the  inspection
  list and an  increase in the rates.  Additionally,  plowing  and  cindering  was
  previously   included  in  cottage  dues  where  it  is  now  billed  separately
  contributing to the increase.  Mitigating this increase, the company experienced
  a decrease in revenues from its dues  collections of $14,500.  This decrease was
  the  result of a change  in policy  whereby  owners of  undeveloped  lots are no
  longer  required  to pay dues  until  final  construction  plans  are  approved.
  Additionally,  there was a decrease in fairway  grille income of $7,000 due to a
  new  practice of billing  for the use of the  facilities.  Finally,  there was a
  small decrease in conservation income of $1,500
  
                                        -6-
  <PAGE>
       Cost of revenues decreased nearly $48,000 as compared to the same period in
  1998. A  substantial  portion of the  decrease was due to a drop in  maintenance
  expense  of  approximately  $36,000  due  to the  absence  of  the  cleanup  and
  rehabilitation  of the  Companies'  grounds  that was required to be done in the
  prior  spring  season.  Insurance  expense  also  decreased  by  $16,000  due to
  management's  efforts in soliciting bids for the policies.  Additionally,  there
  was a decrease in depreciation expense of $14,500 partially  attributable to the
  assets destroyed in the fire.  Repair expense decreased $3,000 due the hiring of
  a full time mechanic which reduced the need to seek outside  services.  Road and
  path expense  decreased $1,100 due to the  rehabilitation  of the road system in
  the  community  which  requires  for less repairs and  maintenance.  The cost of
  refuse  removal  also  decreased  $2,400 due to the  removal  of  several  large
  dumpsters that were previously  rented during the off season at a time when they
  were not needed while interest expense  decreased $2,300 due to the repayment of
  outstanding  debt.  Lab fees  decreased  $1,500 since the company was previously
  required  to have an  expensive  weekly  test  performed  on the water  quality.
  However due to the new treatment  plant, the  rehabilitation  of the water lines
  and close  monitoring of the water  quality,  the  Department  of  Environmental
  Resources has released the company from this weekly  requirement  and reduced it
  to an annual test.  Offsetting  these  decreases  was an increase in payroll and
  employee  benefits  expense  due  to  several  maintenance  personnel  remaining
  employed longer into the fall to reduce the heavy work load usually  experienced
  during the spring. Auto expense increased $3,500,  since a significant amount of
  repairs were required to maintain an older fleet of vehicles.  Telephone expense
  increased $1,300 due to repairs to some  communication  devices and the addition
  of new lines and modems.
  
       General  and  administrative  costs  increased  approximately  $26,000  due
  largely to the increase in wages and employee benefits of approximately  $24,000
  which was the result of a more  accurate  allocation of the cost of wages to the
  companies' departments.  Maintenance expense also increased approximately $4,500
  due to retaining  employees longer into the fall as discussed  above.  Equipment
  rental increased  approximately $5,000 due to an increase in leased equipment as
  compared to 1997. Auto expense also increased  approximately $1,500 which is the
  result of needed  repairs to the  company's  aging  vehicles.  Also there was an
  increase in bad debt expense of $7,400 caused by the write off of bad debts that
  were negotiated and settled.  Computer equipment and office expense increased in
  aggregate $13,000 due to the conversion of the accounting  software and computer
  upgrades that aside from the internal benefits has allowed the Company to become
  fully  compatible  for all year 2000 issues.  Offsetting  these  increases was a
  decrease in professional fees of $26,000 due to the search in 1997 for a general
  manager and an overall reduction in fees paid for legal and accounting.
  
                                        -7-
  <PAGE>
       Other income decreased  approximately  $55,500 during 1998 due primarily to
  the sale of land in the prior period.
  
       Interest  expense  decreased  approximately  $17,500 due to  management  `s
  continued efforts to reduce outstanding debt.
  
       As discussed  above, the Company  received  $145,000 of insurance  proceeds
  which was used to replace  certain  equipment and  materials  and supplies.  The
  capitalized  assets  which  were  destroyed  in the fire had a net book value of
  $31,000 while the Company's  replacement of the destroyed materials and supplies
  amounted to $84,000 resulting in a net gain on the fire of $30,000. In addition,
  the  Company  may still be  entitled to  additional  proceeds  however  they are
  contingent upon additional  expenditures being made by the Company.  The Company
  is continuing to evaluate its options for this additional reimbursement.
  
  RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
  APRIL 30, 1998
  COMPARED TO THE THREE MONTHS ENDED
  APRIL 30, 1997
  
       Cost of revenues decreased approximately $38,000 due primarily to necessary
  repairs  of the  Companies'  grounds  in 1997.  This  expense  was offset by the
  reduction in insurance and repairs and maintenance expense during 1998
  
       Miscellaneous  income decreased due to nonrecurring income from the sale of
  land in 1997.
  
  LIQUIDITY AND CAPITAL RESOURCES
  
       At April 30, 1998, the Company had a working capital deficiency of $577,549
  as  compared  to  $542,578  in the second  quarter of 1997.  Included in current
  liabilities is the entire $384,000  outstanding on the company's $1,000,000 line
  of credit with a bank (described in the following  paragraph),  which is payable
  on demand, as well as $55,554 in scheduled  principal payments on long-term debt
  due within the next twelve months.
  
                                        -8-
  <PAGE>
       On July 24, 1992,  the Company  entered into a loan  agreement  with a bank
  relating to a secured  revolving line of credit in the amount of $1,000,000 (the
  "Revolving  Credit  Facility").  Amounts  borrowed  under the  Revolving  Credit
  Facility  bear  interest at the prime rate (8.5% at April  30,1998) plus 1-1/4%.
  Pursuant  to the  loan  agreement,  approximately  2,600  acres of land and land
  improvements  located in Barrett  Township,  Monroe  County,  Pennsylvania,  are
  pledged as  collateral,  along  with dues,  assessments  and fee  revenues.  The
  Revolving Credit Facility is available through May 24, 1999, contingent upon the
  Company  maintaining  a  satisfactory  financial  position and subject to annual
  review of the Company's  financial  statements by the bank.  The loan  agreement
  with the bank  provides  that  if,  in the  opinion  of the  authorized  lending
  officers of the bank, the Company's credit worthiness  materially declines,  the
  credit  line will cease to be  available  for  future  draws,  and any  existing
  balance will be required to be fully amortized over a reasonable term.
  
       The Company has been  required to make  certain  improvements  in its water
  system.  In May 1995, the Company  entered into a $900,000 loan agreement with a
  bank to refinance the existing debt and to complete the improvements.  Principal
  is payable in monthly installments of $8,985 over a 20-year amortization period.
  Interest is payable at the bank's base rate (8.5% at April 30,1998) plus 1-1/4%.
  The loan matures in May 2015 and is secured by a first mortgage on approximately
  2,600 acres of land and land improvements  located in Barrett  Township,  Monroe
  County,  Pennsylvania and a collateral assignment of all revenue and assessments
  of the Company's water operations.
  
       The Company expects to meet its current  liabilities (other than payment of
  the entire $384,000 under the Revolving  Credit  Facility,  which,  although not
  currently  due, is  classified as a current  liability  because of the Revolving
  Credit Facility's demand terms) through increased collections as a result of the
  seasonal increase in recreational  services and related revenues which typically
  occurs  during the  Company's  third and fourth  quarters.  The Company does not
  anticipate  that the  bank  will  demand  payment  under  the  Revolving  Credit
  Facility.
  
       Overall  cash for the quarter  ended April 30,  1998  decreased  $18,018 as
  compared to an  increase  of $12,246 for the same period in 1997.  Cash used for
  investing  activities  increased $75,640 due mostly to the capital  expenditures
  required to replace the assets that were destroyed by the fire. Net repayment of
  debt  amounted  to  $74,164  in 1998  as  compared  to  $233,607  in 1997  and a
  substantial  portion  of the  available  cash to pay down the debt in 1997 was a
  result of the stock issuance.  In 1998,  $70,000 was received as additional paid
  in  capital  by a  stockholder  of the  Company.  The  proceeds  will be used to
  construct a building on the grounds.
  
                                        -9-
  <PAGE>
       At April 30, 1998, the Company had drawn $384,000 on its $1,000,000 line of
  credit, leaving $616,000 available.
  
       The Company  incurred a loss of $192,893 for the six months ended April 30,
  1998 and at April 30, 1998,  the Company has a cumulative  deficit of $1,412,680
  and a working  capital  deficiency of $577,549.  Although the Company's  line of
  credit is available  through May 24, 1999,  the ability to borrow under the line
  is contingent upon certain factors. As a result,  continuation of the Company in
  its present form is dependent upon the successful maintenance of its debt terms,
  its  ability  to  obtain  additional   financing  if  needed  and  the  eventual
  achievement of sustained profitable operations.
  
       Management believes that revisions in the Company's operating requirements,
  including an increase in dues from $2,800 to $2,950 provides the opportunity for
  the Company to continue as a going concern.  However, there is no assurance that
  management's actions will be successful or, if they are not successful, that the
  Company would be able to continue as a going concern.
  
                                        -10-
  <PAGE>
                             PART II - OTHER INFORMATION
  
  
  Item 1.  Legal Proceedings
  
           None
  
  Item 2.  Changes in Securities
  
           None
  
  Item 3.  Defaults Upon Senior Securities
  
           None
  
  Item 4.  Submission of Matters to a Vote of Security Holders
  
           None
  
  Item 5.  Other Information
  
           None
  
  Item 6.  Exhibits and Reports on Form 8-K
  
           None
  
                                        -11-
  <PAGE>
                                      SIGNATURE
  
  
       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.
  
                                                BUCK HILL FALLS COMPANY
                                                     (Registrant)
  
  
  Date: June 15, 1998                    By:    /s/ David B. Ottaway
                                                David B. Ottaway , Chairman
  
  
  Date: June 18, 1998                    By:   /s/ Anthony C. Bowe
                                               Anthony C. Bowe, Vice-President,
                                               Chief Financial Officer
                                               (Principal Financial and Accounting
                                                Officer)
  
  
                                        -12-
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metadata_filer: {"company-data": {"conformed-name": "BUCK HILL FALLS CO /PA/", "cik": "0000783283", "assigned-sic": "6500", "irs-number": "240536840", "state-of-incorporation": "PA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "033-01406-W", "film-number": "98650089"}, "business-address": {"street1": "PO BOX 426", "city": "BUCK HILL FALLS", "state": "PA", "zip": "18323", "phone": "7175957511"}, "mail-address": {"street1": "PO BOX 426", "city": "BUCK HILL FALLS", "state": "PA", "zip": "18323"}}
text: FORM 10-Q
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  (Mark One)
  [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
           For the quarterly period ended        APRIL 30, 1998
  
                                         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               33-1406
  
                               BUCK HILL FALLS COMPANY
               (Exact name of registrant as specified in its charter)
  
           PENNSYLVANIA                                       24-0536840
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                        Identification No.)
  
                  CRESCO ROAD, BUCK HILL FALLS, PENNSYLVANIA 18323
                 (Address of principal executive offices) (Zip Code)
  
                                   (717) 595-7511
                (Registrant's telephone number, including area code)
  
                (Former name, former 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 such
  filing requirements for the past 90 days.
  
  Yes  __X__           No ____
  
       As of April 30, 1998, the registrant had 79,811 shares of Common Stock, and
  24,400 shares of Common Stock Class A, no par value, issued and outstanding.
  FORM 10-Q
  
                               BUCK HILL FALLS COMPANY
  
                                        INDEX
  
                                                                              Page
  
  Part I:           Financial Information
  
  Item 1.           Financial Statements
  
                    Condensed Consolidated Balance Sheet -
                    April 30, 1998 and October 31, 1997                          1
  
                    Condensed Consolidated Statement of Operations -
                    Six Months and Three Months Ended April 30, 1998
                    and 1997                                                     2
  
                    Condensed Consolidated Statement of Cash Flows -
                    Six Months Ended April 30, 1998 and 1997                     3
  
                    Notes to Condensed Consolidated
                    Financial Statements                                       4-5
  
  Item 2.           Management's Discussion and Analysis of
                    Financial Condition and Results of Operations             6-10
  
  Part II:          Other Information                                           11
  
                    Signatures                                               12-13
  PART I - FINANCIAL INFORMATION
                            ITEM 1. FINANCIAL STATEMENTS
                       BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
  -------------------------------------------------------------------------------------------------------
                                                                     APRIL 30, 1998          OCTOBER 31
                                                                       (UNAUDITED)              1997*
  -------------------------------------------------------------------------------------------------------
  ASSETS
  
  CURRENT ASSETS:
      Cash                                                            $    58,955           $    76,973
      Accounts receivable, net                                            390,617               328,854
      Prepaid expenses and other current assets                            32,094                21,659
                                                                      -----------           -----------
  
            Total current assets                                          481,666               427,486
  
  RESTRICTED CASH                                                          85,491                69,122
  
  PROPERTY, PLANT AND EQUIPMENT, Net                                    2,657,345             2,643,058
  
  DEFERRED COSTS, Net                                                         774                 3,143
                                                                      -----------           -----------
  
                        TOTAL                                         $ 3,225,276           $ 3,142,809
                                                                      ===========           ===========
  
                        LIABILITIES AND STOCKHOLDERS' EQUITY
  
  CURRENT LIABILITIES:
      Current portion of long-term debt                               $   439,554           $   504,268
      Accounts payable, trade                                             128,241               124,095
      Deferred revenue                                                    210,178
      Accrued expenses and other                                          141,242                92,411
      6-1/4% Subordinated Notes                                           140,000               140,000
                                                                      -----------           -----------
  
            Total current liabilities                                   1,059,215               860,774
  
  CUSTOMER DEPOSITS                                                        85,491                69,122
  
  LONG-TERM DEBT                                                          903,362               912,812
                                                                      -----------           -----------
  
                  Total liabilities                                     2,048,068             1,842,708
                                                                      -----------           -----------
  
  STOCKHOLDERS' EQUITY:
      Common stock                                                      1,720,661             1,720,661
      Contributed capital                                                 869,227               799,227
      Deficit                                                          (1,412,680)           (1,219,787)
                                                                      -----------           -----------
  
            Total stockholders' equity                                  1,177,208             1,300,101
                                                                      -----------           -----------
  
                        TOTAL                                         $ 3,225,276           $ 3,142,809
                                                                      ===========           ===========
  *Condensed from audited financial statements
  
                The accompanying notes are an integral part of these
                    condensed consolidated financial statements.
  
                                        -1-
  BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
                   CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                     (UNAUDITED)
  ----------------------------------------------------------------------------------------------------------
                                                   SIX MONTHS ENDED                   THREE MONTHS ENDED
                                             .........APRIL 30..........         ..........APRIL 30.........
                                               1998              1997              1998               1997
  ----------------------------------------------------------------------------------------------------------
  REVENUES                                   $ 668,730         $ 665,417         $ 340,580         $ 341,503
  
  COST OF REVENUES                             624,727           672,877           280,113           317,723
                                             ---------         ---------         ---------         ---------
  
  GROSS (LOSS) PROFIT FROM
      OPERATIONS                                44,003            (7,460)           60,467            23,780
  
  GENERAL AND ADMINISTRATIVE
      EXPENSES                                 209,940           183,763           155,555           102,302
                                             ---------         ---------         ---------         ---------
  
  LOSS FROM OPERATIONS                        (165,937)         (191,223)          (95,088)          (78,522)
                                             ---------         ---------         ---------         ---------
  
  OTHER INCOME (EXPENSE):
      Miscellaneous income (expense)             5,653             9,508            (8,823)           (4,441)
      Gain on sale of asset                      2,015            53,500             2,015            53,500
      Interest expense                         (64,433)          (82,004)          (31,799)          (32,501)
                                             ---------         ---------         ---------         ---------
  
          Other income (expense), net          (56,765)          (18,996)          (38,607)           16,558
                                             ---------         ---------         ---------         ---------
  
  LOSS BEFORE EXTRAORDINARY
      ITEM                                    (222,702)         (210,219)         (133,695)          (61,964)
  
  EXTRAORDINARY ITEM- GAIN FROM
      CASUALTY (FIRE)                           29,809                              29,809
                                             ---------         ---------         ---------         ---------
  
  NET LOSS                                   $(192,893)        $(210,219)        $(103,886)        $ (61,964)
                                             =========         =========         =========         =========
  
  WEIGHTED AVERAGE NUMBER
      OF SHARES OUTSTANDING                    104,211            86,674           104,211            86,674
                                             =========         =========         =========         =========
  
  NET LOSS PER COMMON SHARE
      BEFORE EXTRAORDINARY ITEM
  
      Basic                                  $   (2.14)        $   (2.43)        $   (1.28)        $   (0.71)
                                             =========         =========         =========         =========
  
      Diluted                                $   (2.14)        $   (2.43)        $   (1.28)        $   (0.71)
                                             =========         =========         =========         =========
  
  NET LOSS PER COMMON SHARE
      AFTER EXTRAORDINARY ITEM
  
      Basic                                  $   (1.85)        $   (2.43)        $   (1.00)        $   (0.71)
                                             =========         =========         =========         =========
  
      Diluted                                $   (1.85)        $   (2.43)        $   (1.00)        $   (0.71)
                                             =========         =========         =========         =========
  The accompanying notes are an integral part of these
                    condensed consolidated financial statements.
  
                                        -2-
  BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (UNAUDITED)
  ------------------------------------------------------------------------------------------
                                                                 SIX MONTHS ENDED
                                                          ............APRIL 30............
                                                             1998                1997
  ------------------------------------------------------------------------------------------
  CASH PROVIDED BY (USED IN):
       OPERATING ACTIVITIES:
          Net loss                                        $(192,893)          $(210,219)
          Adjustments for noncash charges:
              Depreciation and amortization                  96,013             109,360
              Gain from casualty fire                       (29,809)                 --
              Gain on disposition of assets                      --             (53,669)
          Changes in assets and liabilities                 164,752             173,161
                                                          ---------           ---------
  
                  Net cash provided by
                     operating activities                    38,063              18,633
                                                          ---------           ---------
  
       INVESTING ACTIVITIES:
          Purchase of property and equipment               (114,826)            (30,156)
          Insurance proceed from fire loss                   62,909                  --
          Proceeds from sale of land                             --              53,879
                                                          ---------           ---------
  
                  Net cash provided by (used in)
                     investing activities                   (51,917)             23,723
                                                          ---------           ---------
  
       FINANCING ACTIVITIES:
          Repayment of debt                                 (74,164)           (408,607)
          Proceeds of additional paid in capital             70,000
          Proceeds from issuance of stock                        --             179,005
          Proceeds from issuance of debt                         --             175,000
                                                          ---------           ---------
  
                  Net cash used in
                     financing activities                    (4,164)            (54,602)
                                                          ---------           ---------
  
  DECREASE IN CASH                                          (18,018)            (12,246)
  
  CASH, BEGINNING OF PERIOD                                  76,973             106,703
                                                          ---------           ---------
  
  CASH, END OF PERIOD                                     $  58,955           $  94,457
                                                          =========           =========
  
  CASH PAYMENTS FOR:
       Interest                                           $  64,433           $  79,912
                                                          =========           =========
  The accompanying notes are an integral part of these
                    condensed consolidated financial statements.
  
                                        -3-
  BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)
  --------------------------------------------------------------------------------
  
  NOTE 1:  BASIS OF PRESENTATION
  
       Although the interim condensed  consolidated  financial  statements of Buck
  Hill Falls Company and  Subsidiary  (the  "Company")  are  unaudited,  it is the
  opinion  of the  Company's  management  that all  normal  recurring  adjustments
  necessary for a fair statement of the results for the interim periods  presented
  have been  reflected  therein.  The results of operations for any interim period
  are not  necessarily  indicative  of results that may be expected for the entire
  year.
  
       These  statements  should  be read in  conjunction  with  the  consolidated
  financial  statements and related notes included in the Company's  annual report
  on Form 10-K for the year ended October 31, 1997.
  
  NOTE 2:  CHANGES IN COMPONENTS OF COMMON STOCK CLASS A
  STOCK
                                          ...COMMON STOCK...                 .STOCK SUBSCRIBED.             SUBSCRIPTION
                                        SHARES          AMOUNT              SHARES          AMOUNT           RECEIVABLE
  Balance, October 31, 1997            24,400          $343,811             4,200          $ 84,190          $(84,190)
  Common Stock Issued
  Common Stock Subscribed
                                       ------          --------             -----          --------          -------- 
  
  Balance, April 30, 1998              24,400          $343,811             4,200          $ 84,190          $(84,190)
                                       ======          ========             =====          ========          ========
  -4-
  BUCK HILL FALLS COMPANY
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (UNAUDITED)
  --------------------------------------------------------------------------------
  
  NOTE 3:  EARNINGS PER SHARE
  
       In 1997, the Company adopted  Statement of Financial  Accounting  Standards
  ("SFAS")  No. 128,  "Earnings  Per Share,"  which  changed  the  computation  of
  earnings per share ("EPS") and requires  presentation of two new amounts,  basic
  and diluted EPS, and additional informational disclosures.  The adoption of SFAS
  No. 128 is  required  for all  reporting  periods  after  December  15, 1997 and
  requires restatement for all prior periods The adoption of SFAS No. 128 resulted
  in the restatement of the Company's April 30, 1998 EPS, as follows:
  
           Previously reported
               Primary fully diluted                                $(1.85)
  
           Restated amounts:
               Basic EPS                                            $(1.85)
               Diluted EPS                                          $(1.85)
  
       The  following  data show the amounts used in computing  earnings per share
  and the effects of income and the weighted  average number of shares of dilutive
  potential common stock for the years ended April 30, 1998 and 1997:
  
                                           INCOME       COMMON SHARES
                                          NUMERATOR      DENOMINATOR        EPS
       April 30, 1998
           Basic and diluted EPS
                Net loss                  $(192,893)        104,211      $  (1.85)
                                          =========       =========      ========
  
       April 30, 1997
           Basic and diluted EPS
                Net loss                  $(210,219)         86,674      $  (2.43)
                                          =========       =========      ========
  
       The 4,200  shares  of  Common  Stock A  Subscriptions  Receivable  were not
  included in computing diluted EPS because their effects were antidilutive.
  
  --------------------------------------------------------------------------------
  
                                        -5-
  FORM 10-Q
  
  BUCK HILL FALLS COMPANY AND SUBSIDIARY
  
  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
  GENERAL
  
       The  Company's  business,  insofar  as  it  relates  to  the  provision  of
  recreational  facilities,  is  largely  seasonal  in  nature.  As a result,  the
  Company's revenues and cost of revenues typically increase  significantly in its
  third and fourth fiscal quarters.
  
  RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED
  APRIL 30, 1998
  COMPARED TO THE SIX MONTHS ENDED
  APRIL 30, 1997
  
       During this period the company experienced a catastrophic fire. Substantial
  progress  has been made in the  rebuilding  and  replacement  of all loses and a
  complete recovery is expected for the upcoming busy summer months. Management is
  aggressively  preparing  for what they  believe  will be a very active final two
  fiscal periods of 1998 and is making the necessary expenditures and preparations
  to improve the  facilities  and its  amenities.  This should be considered  when
  comparing the current period ending 1998 to the same period ending 1997 when the
  new management was at its inception.
  
       Overall,  revenues increased  approximately $3,000 for the six months ended
  April 30, 1998,  as compared to the same period in the prior  fiscal  year.  The
  company experienced an increase in billing fees of approximately  $26,000 due to
  an increase in the services  performed,  additional  cottages on the  inspection
  list and an  increase in the rates.  Additionally,  plowing  and  cindering  was
  previously   included  in  cottage  dues  where  it  is  now  billed  separately
  contributing to the increase.  Mitigating this increase, the company experienced
  a decrease in revenues from its dues  collections of $14,500.  This decrease was
  the  result of a change  in policy  whereby  owners of  undeveloped  lots are no
  longer  required  to pay dues  until  final  construction  plans  are  approved.
  Additionally,  there was a decrease in fairway  grille income of $7,000 due to a
  new  practice of billing  for the use of the  facilities.  Finally,  there was a
  small decrease in conservation income of $1,500
  
                                        -6-
  Cost of revenues decreased nearly $48,000 as compared to the same period in
  1998. A  substantial  portion of the  decrease was due to a drop in  maintenance
  expense  of  approximately  $36,000  due  to the  absence  of  the  cleanup  and
  rehabilitation  of the  Companies'  grounds  that was required to be done in the
  prior  spring  season.  Insurance  expense  also  decreased  by  $16,000  due to
  management's  efforts in soliciting bids for the policies.  Additionally,  there
  was a decrease in depreciation expense of $14,500 partially  attributable to the
  assets destroyed in the fire.  Repair expense decreased $3,000 due the hiring of
  a full time mechanic which reduced the need to seek outside  services.  Road and
  path expense  decreased $1,100 due to the  rehabilitation  of the road system in
  the  community  which  requires  for less repairs and  maintenance.  The cost of
  refuse  removal  also  decreased  $2,400 due to the  removal  of  several  large
  dumpsters that were previously  rented during the off season at a time when they
  were not needed while interest expense  decreased $2,300 due to the repayment of
  outstanding  debt.  Lab fees  decreased  $1,500 since the company was previously
  required  to have an  expensive  weekly  test  performed  on the water  quality.
  However due to the new treatment  plant, the  rehabilitation  of the water lines
  and close  monitoring of the water  quality,  the  Department  of  Environmental
  Resources has released the company from this weekly  requirement  and reduced it
  to an annual test.  Offsetting  these  decreases  was an increase in payroll and
  employee  benefits  expense  due  to  several  maintenance  personnel  remaining
  employed longer into the fall to reduce the heavy work load usually  experienced
  during the spring. Auto expense increased $3,500,  since a significant amount of
  repairs were required to maintain an older fleet of vehicles.  Telephone expense
  increased $1,300 due to repairs to some  communication  devices and the addition
  of new lines and modems.
  
       General  and  administrative  costs  increased  approximately  $26,000  due
  largely to the increase in wages and employee benefits of approximately  $24,000
  which was the result of a more  accurate  allocation of the cost of wages to the
  companies' departments.  Maintenance expense also increased approximately $4,500
  due to retaining  employees longer into the fall as discussed  above.  Equipment
  rental increased  approximately $5,000 due to an increase in leased equipment as
  compared to 1997. Auto expense also increased  approximately $1,500 which is the
  result of needed  repairs to the  company's  aging  vehicles.  Also there was an
  increase in bad debt expense of $7,400 caused by the write off of bad debts that
  were negotiated and settled.  Computer equipment and office expense increased in
  aggregate $13,000 due to the conversion of the accounting  software and computer
  upgrades that aside from the internal benefits has allowed the Company to become
  fully  compatible  for all year 2000 issues.  Offsetting  these  increases was a
  decrease in professional fees of $26,000 due to the search in 1997 for a general
  manager and an overall reduction in fees paid for legal and accounting.
  
                                        -7-
  Other income decreased  approximately  $55,500 during 1998 due primarily to
  the sale of land in the prior period.
  
       Interest  expense  decreased  approximately  $17,500 due to  management  `s
  continued efforts to reduce outstanding debt.
  
       As discussed  above, the Company  received  $145,000 of insurance  proceeds
  which was used to replace  certain  equipment and  materials  and supplies.  The
  capitalized  assets  which  were  destroyed  in the fire had a net book value of
  $31,000 while the Company's  replacement of the destroyed materials and supplies
  amounted to $84,000 resulting in a net gain on the fire of $30,000. In addition,
  the  Company  may still be  entitled to  additional  proceeds  however  they are
  contingent upon additional  expenditures being made by the Company.  The Company
  is continuing to evaluate its options for this additional reimbursement.
  
  RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
  APRIL 30, 1998
  COMPARED TO THE THREE MONTHS ENDED
  APRIL 30, 1997
  
       Cost of revenues decreased approximately $38,000 due primarily to necessary
  repairs  of the  Companies'  grounds  in 1997.  This  expense  was offset by the
  reduction in insurance and repairs and maintenance expense during 1998
  
       Miscellaneous  income decreased due to nonrecurring income from the sale of
  land in 1997.
  
  LIQUIDITY AND CAPITAL RESOURCES
  
       At April 30, 1998, the Company had a working capital deficiency of $577,549
  as  compared  to  $542,578  in the second  quarter of 1997.  Included in current
  liabilities is the entire $384,000  outstanding on the company's $1,000,000 line
  of credit with a bank (described in the following  paragraph),  which is payable
  on demand, as well as $55,554 in scheduled  principal payments on long-term debt
  due within the next twelve months.
  
                                        -8-
  On July 24, 1992,  the Company  entered into a loan  agreement  with a bank
  relating to a secured  revolving line of credit in the amount of $1,000,000 (the
  "Revolving  Credit  Facility").  Amounts  borrowed  under the  Revolving  Credit
  Facility  bear  interest at the prime rate (8.5% at April  30,1998) plus 1-1/4%.
  Pursuant  to the  loan  agreement,  approximately  2,600  acres of land and land
  improvements  located in Barrett  Township,  Monroe  County,  Pennsylvania,  are
  pledged as  collateral,  along  with dues,  assessments  and fee  revenues.  The
  Revolving Credit Facility is available through May 24, 1999, contingent upon the
  Company  maintaining  a  satisfactory  financial  position and subject to annual
  review of the Company's  financial  statements by the bank.  The loan  agreement
  with the bank  provides  that  if,  in the  opinion  of the  authorized  lending
  officers of the bank, the Company's credit worthiness  materially declines,  the
  credit  line will cease to be  available  for  future  draws,  and any  existing
  balance will be required to be fully amortized over a reasonable term.
  
       The Company has been  required to make  certain  improvements  in its water
  system.  In May 1995, the Company  entered into a $900,000 loan agreement with a
  bank to refinance the existing debt and to complete the improvements.  Principal
  is payable in monthly installments of $8,985 over a 20-year amortization period.
  Interest is payable at the bank's base rate (8.5% at April 30,1998) plus 1-1/4%.
  The loan matures in May 2015 and is secured by a first mortgage on approximately
  2,600 acres of land and land improvements  located in Barrett  Township,  Monroe
  County,  Pennsylvania and a collateral assignment of all revenue and assessments
  of the Company's water operations.
  
       The Company expects to meet its current  liabilities (other than payment of
  the entire $384,000 under the Revolving  Credit  Facility,  which,  although not
  currently  due, is  classified as a current  liability  because of the Revolving
  Credit Facility's demand terms) through increased collections as a result of the
  seasonal increase in recreational  services and related revenues which typically
  occurs  during the  Company's  third and fourth  quarters.  The Company does not
  anticipate  that the  bank  will  demand  payment  under  the  Revolving  Credit
  Facility.
  
       Overall  cash for the quarter  ended April 30,  1998  decreased  $18,018 as
  compared to an  increase  of $12,246 for the same period in 1997.  Cash used for
  investing  activities  increased $75,640 due mostly to the capital  expenditures
  required to replace the assets that were destroyed by the fire. Net repayment of
  debt  amounted  to  $74,164  in 1998  as  compared  to  $233,607  in 1997  and a
  substantial  portion  of the  available  cash to pay down the debt in 1997 was a
  result of the stock issuance.  In 1998,  $70,000 was received as additional paid
  in  capital  by a  stockholder  of the  Company.  The  proceeds  will be used to
  construct a building on the grounds.
  
                                        -9-
  At April 30, 1998, the Company had drawn $384,000 on its $1,000,000 line of
  credit, leaving $616,000 available.
  
       The Company  incurred a loss of $192,893 for the six months ended April 30,
  1998 and at April 30, 1998,  the Company has a cumulative  deficit of $1,412,680
  and a working  capital  deficiency of $577,549.  Although the Company's  line of
  credit is available  through May 24, 1999,  the ability to borrow under the line
  is contingent upon certain factors. As a result,  continuation of the Company in
  its present form is dependent upon the successful maintenance of its debt terms,
  its  ability  to  obtain  additional   financing  if  needed  and  the  eventual
  achievement of sustained profitable operations.
  
       Management believes that revisions in the Company's operating requirements,
  including an increase in dues from $2,800 to $2,950 provides the opportunity for
  the Company to continue as a going concern.  However, there is no assurance that
  management's actions will be successful or, if they are not successful, that the
  Company would be able to continue as a going concern.
  
                                        -10-
  PART II - OTHER INFORMATION
  
  Item 1.  Legal Proceedings
  
           None
  
  Item 2.  Changes in Securities
  
           None
  
  Item 3.  Defaults Upon Senior Securities
  
           None
  
  Item 4.  Submission of Matters to a Vote of Security Holders
  
           None
  
  Item 5.  Other Information
  
           None
  
  Item 6.  Exhibits and Reports on Form 8-K
  
           None
  
                                        -11-
  SIGNATURE
  
       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.
  
                                                BUCK HILL FALLS COMPANY
                                                     (Registrant)
  
  Date: June 15, 1998                    By:    /s/ David B. Ottaway
                                                David B. Ottaway , Chairman
  
  Date: June 18, 1998                    By:   /s/ Anthony C. Bowe
                                               Anthony C. Bowe, Vice-President,
                                               Chief Financial Officer
                                               (Principal Financial and Accounting
                                                Officer)
  
                                        -12-