TOLLYCRAFT YACHT CORP
10QSB/A, 1996-11-29
SHIP & BOAT BUILDING & REPAIRING
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          U.S. Securities and Exchange Commission
                Washington, D.C.  20549

                       Form 10-QSB

                     Amendment No. 1

[ X ]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996

[    ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
	EXCHANGE ACT
For the transition period from . . . . . . . . . . . . . . . 
 . . . . . to . . . . . . . . . . . . . . . . . . . . .

               Commission file number 0-21087

                Tollycraft Yacht Corporation
  (Exact name of small business issuer as specified in its 
   charter)

                           Minnesota
        (State or other jurisdiction of incorporation or 
        organization)
 
                           41-1735422
               (IRS Employer Identification No.)

          2200 Clinton Avenue, Kelso, Washington  98626
             (Address of principal executive offices)

                        (360) 423-5160
                   (Issuer's telephone number)

      Check whether the issuer (1) filed all the reports 
required to be filed by Section 13 or 15(d) of the Exchange 
Act during the past twelve 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 _______ No _X___

          APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the 
issuers classes of common equity, as of the latest practible 
date:   55,000,000 as of 10-20-96

      Transitional Small Business Disclosure Format (check 
one):
Yes _______ No __X____

<PAGE>

This Amendment No. 1 is submitted to include the Financial Data Schedule which
was not picked up in the first electronic submission.

                                [Signatures]

In accordance with the requirements of the Exchange Act, the registrant caused 
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Tollycraft Yacht Corporation
    (Registrant)

Date: ___________________________


___/s/______________________________
D.R. Cooley
President
Chief Operating Officer


___/s/______________________________
(Signature)
William H. Lee
Controller


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1996, CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 1996, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND THE FOOTNOTES
THERETO.
</LEGEND>
<CIK> 0001019867
<NAME> TOLLYCRAFT YACHT CORP
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                           84170
<SECURITIES>                                         0
<RECEIVABLES>                                    23038
<ALLOWANCES>                                         0
<INVENTORY>                                     450000
<CURRENT-ASSETS>                               3159683
<PP&E>                                         2736892
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 5933900
<CURRENT-LIABILITIES>                         11060417
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       1581267
<OTHER-SE>                                   (7838779)
<TOTAL-LIABILITY-AND-EQUITY>                   5933900
<SALES>                                        2596358
<TOTAL-REVENUES>                               2596358
<CGS>                                          3179163
<TOTAL-COSTS>                                  4219468
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              155551
<INCOME-PRETAX>                              (1778182)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (1778182)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (1778182)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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