UNITED NATIONAL FILM CORP
10-Q/A, 1998-12-17
BLANK CHECKS
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                               	FORM 10-Q
                                  AMENDMENT NO. 1                 
                   	SECURITIES AND EXCHANGE COMMISSION
                          	WASHINGTON, D.C.  20549

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

                  	For the Quarter Ended September 30, 1998

[  ]    	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: ___________

                    UNITED NATIONAL FILM CORPORATION

     (Exact name of Small Business Issuer as specified in its charter)

                 Colorado                           84-1092589                  
 (State or other jurisdiction of	     	(I.R.S. Employer Identification No.)
  incorporation or organization)		

                            6363 Christie Avenue
                            Emeryville, CA 94608
	              (Address of Principal Executive Offices)

    	                         (510) 653-7020
	                   (Issuer's telephone number)

Check whether the issuer:   (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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                     
The number of shares outstanding of the issuer's Common Stock, $.001 par 
value, as of September 30, 1998 was 5,461,983 shares. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

UNITED NATIONAL FILM CORP.
By: /s/     Deno Paoli 
President
Date:   December 17, 1998
                   

<TABLE> <S> <C>


        <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1998 AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 OF UNITED 
NATIONAL FILM CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO 
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-START>                             JUL-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                           1,823
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 1,823
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                   1,823
<CURRENT-LIABILITIES>                              318
<BONDS>                                              0
                                0
                                      1,000
<COMMON>                                         5,462
<OTHER-SE>                                     133,538
<TOTAL-LIABILITY-AND-EQUITY>                     1,823
<SALES>                                          4,900
<TOTAL-REVENUES>                                 4,900
<CGS>                                            7,000
<TOTAL-COSTS>                                    7,000
<OTHER-EXPENSES>                                     0    
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                               (  2,572)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (  2,572)
<EPS-PRIMARY>                                     (.00)
<EPS-DILUTED>                                     (.00)
        

        

</TABLE>


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