SEC File No. 0-14189

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

CELTIC INVESTMENT, INC.
(Name of Registrant as Specified In Its Charter)

CELTIC INVESTMENT
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:
N/A

2) Aggregate number of securities to which transaction applies:
N/A

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A

4) Proposed maximum aggregate value of transaction:
N/A

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0- 11(a)(2) and identify the filing for which the offsetting free was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
N/A :

2) Form, Schedule or Registration Statement No.:
N/A :

3) Filing Party: N/A

CELTIC INVESTMENT, INC.
17 W. 220 22nd Street, Suite 420
Oakbrook Terrace, IL 60181

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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
------------

To Be Held December 17, 1998

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Celtic Investment, Inc., an Illinois
corporation (the "Company"), to be voted at the Annual Meeting of Shareholders
to be held December 17, 1998 (the "Meeting") and at any adjournment(s) thereof.
The Meeting will be held at the Wyndham Garden Hotel, 17 W. 350 22nd Street,
Oakbrook Terrace, IL 60181 at 4:00 p.m. local time. This Proxy Statement, the
Notice of Annual Meeting of Shareholders, and the Proxy were first sent or given
to the Company's shareholders on or about November 15, 1998.

The sole matter to come before the Meeting is the election of five (5)
directors to the Board of Directors to serve until the 1999 Annual Meeting of
Shareholders and thereafter until their successors are duly elected and
qualified as is more fully described herein.

There is being mailed herewith to each shareholder of record the Company's
Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998. The date
of this Proxy Statement is the approximate date on which this Proxy Statement
and form of Proxy were first sent or given to shareholders.

RECORD DATE AND VOTING SECURITIES

The securities of the Company entitled to vote at the Meeting consist of
shares of the Company's common stock, $.001 par value. Only shareholders of
record at the close of business on November 13, 1997, the record date for the
Meeting, will be entitled to notice of and to vote at the Meeting. On the record
date, the Company had outstanding 3,924,971shares of common stock. See
"Principal Shareholders and Security Ownership of Management" for information
concerning beneficial ownership of the Company's common stock.

Assuming a quorum is present, the five (5) nominees receiving the highest
number of votes cast by the holders of the common stock will be elected as
directors. There will be no cumulative voting in the election of directors.

Abstentions are treated as present and entitled to vote at the Meeting.
Therefore, abstentions will be counted in determining whether a quorum is
present and will have the effect of a vote against a matter. A broker non-vote
on a matter (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners or persons entitled to vote

and as to which the broker or nominee does not have discretionary power to vote
on a particular matter) is considered not entitled to vote on that matter and,
thus, will not be counted in determining whether a quorum is present or whether
a matter requiring approval of a majority of the shares present and entitled to
vote has been approved.

All Proxies received pursuant to this solicitation will be voted at the
Meeting and at any adjournments thereof as indicated in the Proxy. If no
instructions are given, the persons named in the Proxy solicited by the Board of
Directors of the Company intend to vote for the nominees for election as
directors of the Company listed below.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date, or by attending the Meeting and voting in person.

GENERAL INFORMATION ABOUT THE COMPANY

The Company is an Illinois corporation with its principal and executive
offices located at 17 W. 220 22nd Street, Suite 420, Oakbrook Terrace, Illinois
60181, (630) 993-9010. The Company, through its wholly-owned subsidiaries, is
engaged in the business of purchasing accounts receivable ("Factoring") and in
the mortgage brokerage business.

PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information regarding shares of the Company's
common stock owned beneficially as of December 13, 1998 by each director and
nominee for director, each of the executive officers of the Company, all
officers and directors as a group and each person known by the Company to
beneficially own 5% or more of the outstanding shares of the Company's common
stock. Except as may be indicated in the footnotes to the table, each of such
persons has sole voting and investment power with respect to the shares
beneficially owned. Beneficial ownership has been determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Under this Rule, certain shares may be deemed to be beneficially owned by
more than one person (such as where persons share voting power or investment
power). In addition, shares are deemed to be beneficially owned by a person if
the person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is provided; in
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in the
following table does not necessarily reflect the person's actual voting power at
any particular date:

Shareholder Shares Percent

Douglas P. Morris(1)(2) 848,766 15.78%
515 Red Cypress Road
Cary, IL 60013

Howard D. Talks(1)(3) 451,384 8.39%
P.O. Box 250
Palm Beach, FL 33480

Larry D. Meek (1)(4) 375,401 6.98%
17W220 22nd St.. #420
Oakbrook Terrace, IL 60181

Frank Lucchese(1)(5) 195,028 3.63%
17W220 22nd St.. #42o
Oakbrook Terrace, IL 60181

Reese Howell Jr. (1)(6) 700,500 13.02%
102 West 500 South #300
Salt Lake City, Utah 84101

Robert Gregory (7) 72,222 1.34%
3155 W. Big Beaver, Suite 216
Troy, MI 48084

All Officers and Directors 2,663,301 49.50%
as a group (6 people) (8)
- -----------

(1) Except as otherwise noted, each stockholder has sole voting and
investment power with respect to the shares beneficially owned. The Company had
3,924,971 shares outstanding on December 13, 1998. Options held by directors and
officers totaled 1,435,000 shares.

(2) A total of 208,527 of these shares are owned by Mr. Morris. The
remaining 140,239 shares are owned by Hyacinth Resources. Inc., an affiliate of
Mr. Morris. The number of shares listed includes 100,000 shares which may be
issued upon the exercise of an option exercisable at a price of $1.00 per share.
The number of shares listed includes 400,000 shares which may be issued upon the
exercise of an option exercisable at a price of $1.25 per share. (See
"Management Employment Agreement)

(3) Mr. Talks and his wife Carol Hall are joint owners of these shares. The
total includes 100,000 shares which may be issued upon the exercise of an option
exercisable at a price of $1.00 per share.

(4) The total includes up to 355,000 shares which may be issued upon the
exercise of stock options granted in connection with Mr. Meek's employment at an
exercise price of $1.00 per share (See Management Employment Agreement).

(5) The total includes up to 180,000 shares which may be issued upon the
exercise of stock options granted in connection with Mr. Lucchese's employment
at an exercise price of $1.00 per share (See "Management Employment Agreement).

(6) The total includes 305,500 shares issued in the stock for stock exchange
of SLM and ADR, to Mr. Howell. In addition, 125,000 shares are being held in
escrow for Mr. Howell based on a profitability operation formula of SLM and ADR.
The total also includes 20,000 shares purchased in market transactions. The
total also includes 250,000 shares which may be issued upon the exercise of an
option at $1.00 per share. These shares relate to certain employment agreements
between Mr. Howell and the Company, 75,000 of such shares are time based option
shares and 175,000 are performance option shares based on a profitability
formula of SLM and ADR. (See "Management Employment Agreement")

(7) The total includes 22,222 shares owned by Westpointe Partners, L.P., an
affiliate of Mr. Gregory. The total also includes 50,000 shares which may be
issued upon the exercise of options exercisable between $1.00 and $1.87 per
share.

(8) Officers and directors beneficially own 1,208,301 of these shares. The
balance is attributed to shares which may be issued upon the exercise of
options.

PROPOSAL 1: ELECTION OF DIRECTORS

General

The Board of Directors are elected annually by the shareholders of the
Company. The Board of Directors of the Company appoints the Board of Directors
of the Company's wholly-owned subsidiaries, US Commercial Funding Corp., Goodman
Factors, Inc. and Salt Lake Mortgage Corp. Pursuant to the Bylaws of the
Company, the number of directors of the Company has been set at five members. It
is proposed to elect five directors at this Meeting to hold office for a
one-year term until the 1999 Annual Meeting of Shareholders and until their
successors are duly elected and qualified. It is intended that the accompanying
form of Proxy will be voted for the nominees set forth below, each of whom is
presently a director of the Company. If, in the Board of Directors' judgment,
some unexpected occurrence should make necessary the substitution of some other
person or persons for any of the nominees, shares will be voted for such other
person or persons as the Board of Directors may select. The Board of Directors
is not aware that any nominee may be unable or unwilling to serve as a director.

The following table sets forth for each nominee for election as a director
his name, all positions with the Company held by him, his principal occupation,
his age and the year in which he first became a director of the Company.

Director
Nominees Principal Occupation Age Since

Douglas P. Mr. Morris has been an officer and director of the 43 1994
Morris Company since July, 1994. Mr. Morris is, and has been
since 1988, the owner of H & M Capital Investments, Inc.,
a privately-held business consulting firm, H & M Capital
Investments, Inc. is engaged in consulting with
privately-held and publicly-held companies relating to
management, debt financing and equity financing. . Mr.
Morris received his Masters Degree in Public
Administration at the University of Southern California in
1982 and his Bachelor of Arts Degree in Judicial
Administration from Brigham Young University in 1978.
Mr. Morris is a director and officer of Emerald Capital
Investments, Inc. Mr. Morris is a director of Millenniun
Electronics, Inc. and Dauphin Technology, Inc.

Howard D. Talks Mr. Talks has been a director of the Company since July 1, 44 1994
1994. Mr. Talks has been involved in the real estate
industry for the past 19 years. Mr. Talks has developed
and/or purchased commercial and residential real estate
properties in Florida. He has lectured at Dale Carnegie
seminars. Mr. Talks attended Queensboro Community
College in New York.

Larry Meek Mr. Meek became a director of the Company and President 46 1995
of USCF in August 1995. He has over twenty years
experience in sales, marketing, general management, and
business development. From 1992 to 1995, he was the Vice
President of Sales and Marketing for Oxford Capital
Corporation. Mr. Meek served in a number of positions
with Budget Rent A Car and Hertz Corporation prior to
Oxford Capital Corporation. Mr. Meek earned his B.A. in
Business Administration from the University of
Mississippi.

Reese Howell, Jr. Mr. Howell was appointed Senior Vice-President and a 30 1997
director of the Company in January 1997. He also serves
as President and CEO of SLM and is a director of ADR.
Mr. Howell was the founder of SLM and has been in the
mortgage industry since 1990. Prior to entering the
mortgage industry he was involved in the federal
procurement process for IBM's Federal Systems Division.
Mr Howell obtained his B.S. in Finance and his M.B.A.
from the University of Utah.

Robert Gregory Mr. Gregory was appointed a director of the Company in 40 1998
February 1998. He is currently employed by Westpointe
Capital Management as President. Mr. Gregory has over
20 years experience in finance and asset management with
such companies as Dart Energy and Union Texas
Petroleum. Mr. Gregory earned a M.B.A. in finance and a
B.A. in economics from Michigan State University and a
B.B.A. in accounting from the University of Texas.

Committees and Meetings

The Board of Directors held eight (8) meetings during the last fiscal
year. All of the directors of the Company attended all meetings in person or
telephonically. The Board of Directors also took various actions through
unanimous written consent in lieu of meetings of directors.

The only committee of the Board of Directors is the audit committee
comprised of Howard Talks and Robert Gregory.

Executive Compensation

The following table sets forth the aggregate compensation paid by the
Company for services rendered during the last fiscal year to the Company's
officers.

Summary Compensation Table

The following table sets forth the aggregate compensation paid by the
Company for services rendered during the last three calendar years to the
Company's President and to the Company's most highly compensated executive
officers whose annual salary and bonus exceeded $100,000:

SUMMARY COMPENSATION TABLE
Long Term Compensation
-----------------------
Awards Payouts

Annual Compensation(1) Other All
Annual Restricted Securities LTIP Other
Name and Fiscal Compen- Stock Underlying Payouts Compen-
Principal Position Year Salary Bonus satio Award(s) Option(s) sation

________________________________________________________________________________________________________________________

Douglas P. Morris 1998 $41,224 $-0- $-0- $-0- # 400,000(2) $-0- $-0-
1997 $26,000 $-0- $-0- $-0- # -0- $-0- $-0-
1996 $26,000 $-0- $-0- $-0- # -0- $-0- $-0-

Larry Meek 1998 $143,548 $18,583 $-0- $ -0- # -0- $-0- $-0-
1997 $133,337 $-0- $-0- $ -0- # 150,000(2) $-0- $-0-
1996 $125,000 $-0- $-0- $ -0- # 560,000(2) $-0- $-0-

Frank Lucchese 1998 $111,485 $12,882 $-0- $ -0- # 35,000(3) $-0- $-0-
1997 $ 91,062 $-0- $-0- $ -0- # 150,000(2) $-0- $-0-
1996 $ 85,000 $-0- $-0- $ -0- # 140,000 $-0- $-0-

Reese Howell Jr. 1998 $ 90,000 $-0- $-0- $ -0- # -0- $-0- $-0-
1997 $ 37,500 $-0- $-0- $ -0- # 560,000(2) $-0- $-0-
1996 $ -0- $-0- $-0- $ -0- # -0- $-0- $-0-

(1) See the discussions under the caption "Employment Contracts" regarding
certain other compensation the named officer may be entitled to upon certain
specified events.

(2) These options were granted pursuant to Employment Agreements.

(3) These Options were granted as performance bonus for fiscal year 1996, 1997
and 1998.

Stock Options Granted in Last Fiscal Year

The following table set forth grants of stock options made during the fiscal
year ended June 30, 1998 to the employees of the Company.

Individual Grants

% of Total
Options/SARs
Number of Securities Granted to Exercise or
Underlying Options/ Employees in Base Price Expiration
Name SARs Granted (#) Fiscal Year ($/Share) Date

Douglas P. Morris 400,000 87.0% $1.25 Various

Frank Lucchese (2 ) 35,000 7.6% $1.00 6/30/2003

(1) These Options are granted pursuant to an employment agreement The 100,000
signing bonus options have an expiration date of May 12, 2003. The 150,000
performance based options are granted based on a formula relating to the
Company's performance. They expire five years after being earned. 150,000 time
based options will vest in three equal installments on May 12, 1999, 2000, and
2001. These options are exercisable five years from the date of vesting.

(2) These Options are granted pursuant to a employment agreement and have a June
30, 2003 expiration date.

Aggregate Option Exercises and Number/Value of Unexercised Options

The following table provides information concerning the exercise of
options during the last fiscal year by persons named in the Summary Compensation
Table, the number of unexercised options held by such persons at the end of the
last fiscal year, and the value of such unexercised options as of such date:

Shares Total Number of Unexercised Value of Unexercised In-the-
Acquired on Value Options at Money Options at
Name Exercise (1) Realized ($) 6/30/98 (1) 6/30/98 (1)
- ---- ------------ ------------ -----------------------------------------------------------

Exercisable Unexercisable Exercisable Unexercisable
Douglas P. -0- -0- 200,000 300,000 $100,000 $112,500
Morris
Larry Meek -0- -0- 355,000 -0- $221,875 $ -0-
Frank -0- -0- 180,000 -0- $112,500 $ -0-
Lucchese
Reese -0- -0- 37,500 212,500 $ 23,438 $132,813
Howell, Jr.

1 An "In-the-Money" stock option is an option for which the market price
of the company's Common Stock underlying the option on June 30, 1998
exceeded the option exercise price. The value shown is calculated by
multiplying the number of unexercised options by the difference between
(i) the average of the bid and ask price for the Common Stock on the
NASDAQ Small Cap Market on June 30, 1998 of $1.625 and (ii) the exercise
price of the stock options of $1.00 or $1.25..

Compensation of Directors

During the year ended June 30, 1998 the Company paid no compensation to
directors except under employment agreements set forth above in the Summary
Compensation Table and below in "Employment Agreements."

Employment Agreements

The Company is currently a party to the following Employment Agreements:

Douglas P. Morris. In May 1998, the Company entered into an employment
agreement with Mr. Morris. The agreement is for a term of three years and
provides for an annual salary of $100,000 with cost of living increase
provisions. The agreement granted Mr. Morris an option to purchase 400,000
shares of the Company's common stock exercisable at $1.25 per share. A total of
100,000 of such options vested on the date of the execution of the agreement.
Options for 150,000 shares vest over three years - 50,000 shares on the
anniversary date of the agreement. Options for the remaining 150,000 shares vest
if certain financial performance is achieved by the Company.

Larry D. Meek. On June 28, 1995, the Company and Mr. Meek entered into a
three year Employment Agreement. The agreement provides for a signing bonus of
$50,000 and a salary of $125,000 with annual cost of living adjustments not
greater than 10%. Mr Meek is eligible for bonuses in subsequent years subject to
the discretion of the Board of Directors. Mr Meek has

been granted options to purchase 560,000 shares at $3.00 of the Company's
common stock. Mr. Meek was granted 150,000 share options at $3.00 in July 1996.
In June 1997, Mr. Meek canceled 355,000 options shares in consideration of the
reduction in the Exercise Price from $3.00 to $1.00.

Frank Lucchese. On June 28, 1995, the Company and Mr. Lucchese entered into
a three year Employment Agreement. The agreement provides for a salary of
$85,000 with annual cost of living adjustments not greater than 10%. Mr.
Lucchese is eligible for bonuses in subsequent years subject to the discretion
of the Board of Directors. Mr. Lucchese has been granted options to purchase
140,000 shares at $3.00 of the Company's common stock. Mr. Lucchese was granted
150,000 options on the Company's shares at $3.00 in July, 1996. In June 1997,
Mr. Lucchese canceled 145,000 option shares in consideration of the reduction in
the Exercise Price from $3.00 to $1.00. In April, 1998, Mr. Lucchese was granted
options to purchase 35,000 shares at $1.00 of the Company's common stock.

Martha Marroquin. On September 26, 1995, the Company and Ms. Marroquin
entered into a three year Employment Agreement. The agreement provides for a
salary of $45,000 with annual cost of living adjustments not greater than 10%.
Ms. Marroquin is eligible for bonuses in subsequent years subject to the
discretion of the Board of Directors. Ms. Marroquin has been granted options to
purchase 50,000 shares at $3.00 of the Company's common stock. In June 1997, Ms.
Marroquin canceled 25,000 option shares in consideration of the reduction of the
Exercise Price from $3.00 to $1.00.

Reese Howell Jr. On January 31, 1997, the Company and Mr. Howell entered
into a five year Employment Agreement. The agreement provides for a salary of
$90,000 with annual cost of living adjustments not greater than 10%. Mr. Howell
is entitled to a bonus of 7.5% of pre-tax profits of SLM and ADR until such time
as his annual compensation reaches $150,000. After the $150,000 threshold is
met, Mr. Howell is entitled to an additional bonus of 1.5% of the pre-tax
profits of SLM and ADR. Mr. Howell has been granted time based and performance
based options to purchase 500,000 shares of the Company"s stock at $3.00 per
share. The performance based options are contingent on the profitability of SLM
and ADR. In June 1997, Mr. Howell agreed to cancel 250,000 options shares in
consideration of the reduction in the Exercise Price from $3.00 to $1.00.

Incentive Plans

The Company will likely adopt additional incentive compensation plans
which might include incentive stock options, pension plans, or a profit sharing
plan. The Company offers to employees a 401K plan. The Company made no
contribution to the plan for the year ending June 30,1998.

Certain Transactions with Management

Douglas P. Morris and Reese Howell, Jr., both of whom are officers and
directors of the Company, each personally pledged 175,000 of their shares of the
Company's common stock to Capital Resources Funding, Inc. to enable the Company
to obtain a loan in the amount of $700,000. The loan proceeds were used to
complete the acquisition of Goodman Factors, Inc.

In September 1998, the Company borrowed $500,000 from affiliates of Robert
Gregory, a director of the Company. The loan proceeds were used in the Goodman
Factors purchase transaction. The loans are for a term of twelve months and bear
interest at 14% per annum. There is also a quarterly success fee payable in the
amount of $25,000 up to a maximum of $100,000. There is no prepayment penalty
for repayment of the loan.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers (as defined in Rule 16a-1(f)), directors, and persons who own
more than ten percent of a registered class of the Company's equity securities
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Such persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it and written
representations from certain reporting persons that they have complied with the
relevant filing requirements, the Company believes that all filing requirements
applicable to its officers, directors and 10% stockholders were complied with
during the fiscal year ended June 30, 1998, except that Frank Lucchese and
Robert Gregory each filed one Form 4 after the applicable deadline relating to
the grant of options.

Recommendation of Board of Directors

The Board of Directors recommends a vote FOR all of the aforementioned
nominees for directors.

NOTICE OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has selected McGladdery & Pullen, independent
auditors, to audit the consolidated financial statements for the fiscal year
ending June 30, 1999. McGladdery & Pullen has served as the Company's
independent auditors since 1996. Notwithstanding the selection, the Board of
Directors, in its discretion, may direct appointment of new independent auditors
at any time during the year, if the Board of Directors feels that such a change
would be in the best interests of the Company and its stockholders.
Representatives of McGladdery & Pullen are expected to be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so, and
are expected to be available to respond to appropriate questions.

GENERAL

Management of the Company does not know of any matters other than the
foregoing that will be presented for consideration at the Meeting. However, if
other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed proxy to vote thereon in accordance with their
judgment.

Shareholder proposals intended for presentation at the Company's 1998
Annual Meeting of Shareholders must be received by the Company at its principal
offices at 17 W. 220 22nd Street, Suite 420, Oakbrook Terrace, IL 60181 not
later than August 14, 1999.

The entire cost of soliciting management proxies will be borne by the
Company. Proxies will be solicited by mail and may be solicited personally by
directors, officers or regular employees of the Company, who will not be
compensated for their services. The Company will reimburse banks, brokerage
firms, and other custodians, nominees and fiduciaries for reasonable expenses
incurred in sending proxy material to their proposals and obtaining their
proxies. A professional proxy solicitor will not be engaged.

IN ORDER THAT YOUR SHARES MAY BE REPRESENTED, IF YOU DO NOT PLAN TO ATTEND
THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY. IN THE EVENT YOU
ARE ABLE TO ATTEND, WE WILL, IF YOU REQUEST, CANCEL THE PROXY.

By Order of the Board of Directors

/s/ Douglas P. Morris
Douglas P. Morris
President

November 14, 1998

PROXY
CELTIC INVESTMENT, INC.
ANNUAL MEETING OF SHAREHOLDERS

December 17, 1998

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS

The undersigned hereby appoints Douglas P. Morris, President and director
of Celtic Investment, Inc., or any member of the Board of Directors with power
of substitution, to represent and vote on behalf of the undersigned all shares
of common stock of Celtic Investment, Inc. which the undersigned is entitled to
vote at the Annual Meeting of Shareholders to be held on December 17, 1998, at
4:00 p.m. and at any adjournment or adjournments thereof, hereby revoking all
proxies heretofore given with respect to such stock, upon the following
proposals more fully described in the Proxy Statement for the meeting, receipt
of which is hereby acknowledged.

1. ELECTION OF DIRECTORS:

NOMINEES: Robert Gregory, Reese Howell, Jr., Larry Meek, Douglas P. Morris
and Howard D. Talks

FOR [___] AGAINST [____] ABSTAIN [____]

FOR all nominees except the following _____________________________

IN THEIR DISCRETION, Proxy holders are authorized to vote upon such other
business as may properly come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL PROPOSALS SET FORTH ABOVE.

Please sign exactly as the name appears on your stock certificate. When shares
are held by joint tenants, both should sign. Please return this Proxy in the
enclosed envelope.

Dated: __________________ _______________________________________
Signature

_________________________ _______________________________________
Number of shares owned Please print name clearly

Return Proxy To:
Celtic Investment, Inc.
17 W. 220 22nd Street, Suite 420
Oakbrook Terrace, Illinois 60181

CELTIC INVESTMENT, INC.
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

To Be Held December 17, 1998

TO THE SHAREHOLDERS OF CELTIC INVESTMENT, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Celtic Investment, Inc. (the "Company") will be held at the Wyndham Garden Hotel
Oakbrook, 17 W. 350 22nd Street, Oakbrook Terrace, Illinois 60181 on December
17, 1998, at 4:00 p.m. local time, for the following purposes:

1. To elect five (5) directors each to serve until the next Annual
Meeting of Shareholders or until their successors shall have been
duly elected and qualified.

2. To transact such other business as may come before the meeting or
any adjournment or adjournments thereof.

Only shareholders of record at the close of business on November 13, 1998
are entitled to notice of and to vote at the Annual Meeting.

By Order of the Board of Directors

/s/ Douglas P. Morris
Douglas P. Morris President

Oakbrook Terrace, Illinois
November 14, 1998

_______________________________________________________________________________

All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign and
return the enclosed proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the meeting may
vote in person even if he or she has returned a proxy.

_______________________________________________________________________________

November 12, 1998

U.S. Securities and
Exchange Commission
Washington, DC 20546

Re: Celtic Investment, Inc. (the "Company") 1998 Schedule 14A

To Whom It May Concern:

Attached please find a Definitive Proxy Statement (Form 14A) for the
Company in connection with its Annual Meeting of Shareholders. The only matter
to be voted upon is theelection of Directors.

If you have any questions in connection with the foregoing, please contact
A.O. "Bud" Headman, Jr. at 801-532-2666.

Sincerely,

COHNE, RAPPAPORT & SEGAL

/s/ A. O. Headman, Jr.
A. O. Headman, Jr.