U.S. Securities and Exchange Commission
                         Washington, D.C.  20549

                           Amendment No. 1 to
                              Form 10-QSB

[X]   QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000

[ ]   TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934 For the transition period from  . . . . to . . . .

                     Commission file number 333-93045

                        SPECIAL ACQUISITIONS, INC.
     (Exact name of small business issuer as specified in its charter)

                 Nevada                          33-0852869
       (State or other jurisdiction of        (I.R.S. Employer
        incorporation or organization)         Identification No.)

            1945 South Poplar Street, Denver, Colorado  80224
           (Address of principal executive offices)  (Zip Code)

                             (303) 758-2803
            (Registrant's telephone number, including area code)

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 X.. No ..

The number of shares of common stock outstanding as of June 30, 2000 is
130,000.

Transitional Small Business Disclosure Format (check one): Yes ... No .X.





                    PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

SPECIAL ACQUISITIONS, INC.
(A Development Stage Company)
Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>


                                                     December 31,  June 30,
                                                     1999          2000
<S>                                                  <C>           <C>
ASSETS
Current assets
 Cash                                                    $ 11,500  $  9,800

Other assets
Deferred public offering costs                              5,000     5,000
                                                         $ 16,500  $ 14,800

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Accrued liabilities                                     $  5,000  $  5,000

Contingencies and commitments (notes 2, 4 and 5)

Stockholders' equity
 Common stock, $.001 par value per share;
  10,000,000 shares authorized; 130,000 shares
  issued and outstanding                                     130        130
 Additional paid-in capital                               16,870     16,870
 Deficit accumulated during the development stage         (5,500)    (7,200)
                                                          11,500      9,670
                                                         $16,500    $14,800

</TABLE>

The accompanying notes are an integral part of this statement.



SPECIAL ACQUISITIONS, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
                                                   Three Months             Six Months
                                                   Ended June 30,           Ended  June 30,
                                                   1999        2000         1999       2000
<S>                                              <C>          <C>         <C>        <C>
Expenses
     Stock issued for services                   $ -          $ -         $ -        $ -
     Travel                                      $ -          $ -         $ -        $ -
     Other general and administrative            $ -          $ 1,700     $ -        $ 1,700

Net loss                                         $ -          $ 1,700     $ -        $ 1,700

Weighted average number of shares                130,000      130,000     130,000    130,000

Net loss per common share                        (0.000)      (0.13)      (0.13)     (0.13)


</TABLE>


The accompanying notes are an integral part of this statement.



SPECIAL ACQUISITIONS, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
                                                   Three Months              Six Months
                                                   Ended June 30,           Ended June 30,
                                                   1999        2000         1999       2000
<S>                                                <C>         <C>        <C>          <C>
Cash flows from operating activities
 Net loss                                          $ 1,700     $ 1,700    $ 1,700      $ 1,700
   Non-cash items included in the net loss
      Stock issued for services                      -           -          -            -
      Changes in operating assets and liabilities
         Accounts payable                            -           -          -            -
           Net cash from operating activities        -           -          -            -

Cash flows from financing activities
     Proceeds from sale of common stock              -           -          -            -
     Contribution of stock by founder                -           -          -            -
     Costs related to public offering                -           -          -            -
          Net cash from financing activities         -           -          -            -

Increase (decrease) in cash                         (1,700)     (1,700)    (1,700)      (1,700)

Cash, beginning of period                           11,500      11,500     11,500       11,500

Cash, end of period                                  9,800       9,800      9,800        9,800


</TABLE>



The accompanying notes are an integral part of this statement.



1.	ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
	Organization.  	Special Acquisitions, Inc. (the "Company") was
incorporated under the laws of the State of California on March 26,
1999.  The Company's year end is December 31, 2000.  The Company is in
the development stage as more fully defined in Statement No. 7 of the
Financial Accounting Standards Board.  Planned principal operations of
the Company have not yet commenced, and activities to date have been
limited to its formation and obtaining its initial capitalization.  The
Company intends to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it
by persons who or firms which desire to employ the Company's funds in
their business or seek the perceived advantages of a publicly held
corporation.
	Deferred Costs Related To Proposed Public Offering.  Costs incurred in
connection with the proposed public offering of common stock have been
deferred and will be charged against capital if the offering is
successful or against operations if it is unsuccessful.
	Shares Issued In Exchange For Services.  The fair value of shares
issued in exchange for services rendered to the Company was determined
by the Company's officers and directors.
	Income Taxes.  The Company has made no provision for income taxes
because of financial statement and tax losses since its inception.  As
of June 30, 2000, the Company has deferred tax assets of
approximately $2,000 relating primarily to the capitalization of start-
up costs for tax purposes.  A valuation allowance has been provided to
reduce the deferred tax assets to zero.
	Net Loss Per Common Share.  The net loss per common share is computed
by dividing the net loss for the period by the weighted average number
of shares outstanding.  For purposes of computing the weighted average
number of shares, all stock issued with regards to the founding of the
Company is considered to be "cheap stock" as defined in SEC Staff
Accounting Bulletin 4D and is therefore counted as outstanding for the
entire period.
	Estimates.  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual results could differ from those
estimates.

2.	GOING CONCERN CONTINGENCY
	The Company has minimal capital resources presently available to meet
obligations which normally can be expected to be incurred by similar
companies, and with which to carry out its planned activities.  These
factors raise substantial doubt about the Company's ability to continue
as a going concern.
	In order to begin any significant operations, the Company will have to
pursue other sources of capital, such as additional equity financing as
discussed in Note 4.  There is no assurance that the Company will be
able to obtain such financing.  The accompanying financial statements
do not include any adjustments that might result from the outcome of
this uncertainty.


3.	RELATED PARTY TRANSACTIONS
	In October 1999, an officer of the Company received 1,000 shares of
common stock for services rendered.
	See also Note 5 regarding a legal fee relative to the public offering
of common stock.

4.	CONTINGENT PUBLIC OFFERING OF COMMON STOCK
	On May 5, 1999, the board of directors authorized the Company to sell
in a public offering a minimum of 20,000 and a maximum of 20,000 shares
of common stock pursuant to an effective registration statement on Form
SB-2 filed under the Securities Act of 1933.  Each share shall have a
purchase price of $5.00.
	Proceeds from the public offering shall be deposited into an escrow
account with an independent third party, pursuant to an escrow
agreement between the Company and the Escrow Agent.  The securities to
be issued to investors must also be deposited into this escrow account.
The deposited funds and the deposited securities may not be released
until an acquisition, meeting certain specified criteria, has been made
and a sufficient number of investors reconfirm their investment in
accordance with certain specified procedures.  Pursuant to these
procedures, a new prospectus, which describes an acquisition candidate
and its business and includes audited financial statements, must be
delivered to all investors.  The Company must return the pro rata
portion of the deposited funds to any investor who does not elect to
remain an investor.  Unless a sufficient number of investors elect to
remain investors, all investors will be entitled to the return of a pro
rata portion of the deposited proceeds (and any interest earned
thereon) and none of the deposited securities will be issued to
investors.  In the event an acquisition is not consummated within 18
months of the effective date, the deposited proceeds will be returned
on a pro rata basis to all investors.

5.	LEGAL FEE
	The Company has agreed to pay its corporate attorney, who is also a
stockholder of the Company, $5,000 cash for his legal services relative
to the public offering upon the registration statement for the public
offering (see Note 4 above) becoming effective.  This obligation has
been accrued in the accompanying balance sheet and the costs are
included in deferred public offering costs.


*****


Item 2. Management's Discussion and Analysis or Plan of Operation

Forward Looking Statements

This discussion may contain statements that could be deemed forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of 1934 and the Private Securities Litigation Reform Act, which statements
are inherently subject to risks and uncertainties. Forward-looking statements
are statements that include projections, predictions, expectations or beliefs
about future events or results or otherwise are not statements of historical
fact. Such statements are often characterized by the use of qualifying words
(and their derivatives) such as "expect," "believe," "estimate," "plan,"
 "project," "anticipate," or other statements concerning opinions or judgment
of the Company and its management about future events.  Factors that could
influence the accuracy of such forward-looking statements include, but are
not limited to, the financial success or changing strategies of the Company's
customers, actions of government regulators, the level of market interest
rate and general economic conditions. All forward-looking statements included
herein are based on information available to the Company on the date hereof,
and the Company assumes no obligation to update any such forward-looking
statements. It is important to note that the Company's actual results could
differ materially from those in such forward-looking statements due to the
factors cited above.  As a result of these factors, there can be no assurance
the Company will not experience material fluctuations in future operating
results on a quarterly or annual basis, which would materially and adversely
affect the Company's business, financial condition and results of operations.

Plan of Operation

We are a development stage entity and have neither engaged in any
operations nor generated any revenues to date.  Our entire activity since its
inception has been to prepare for its proposed fund raising through an
offering of equity securities.

We are currently offering, on a best efforts bassis, up to 60,000 shares
of its $.001 par value common stock at a price of $5.00 per share in
connection with a public offering pursuant to Rule 419.

All of the proceeds are being placed in escrow for the purposes of merging
with a private company. In the event a merger is not consummated within 18
months of the effective date of the public offering (March 20, 2000), all of
the deposited proceeds will be returned on a pro rata basis to all investors.

Substantially all of our working capital needs subsequent to the public
offering will be attributable to the identification of and merger with, a
suitable merger partner. Such working capital needs are expected to be
satisfied from the net proceeds of the public offering after the offering
is consumated.
 .
Although no assurances can be made, we believe we can satisfy our
cash requirements until a merger is consummated, with our cash on hand.
Due to the possible indefinite period of time to consummate a merger and the
nature and cost of the Company's expenses related to the Company's search and
analysis of a merger, there can be no assurances that the Company's cash
requirements until a merger is consummated will be satisfied with our cash on
hand.  Prior to the conclusion of the offering we currently anticipate our
expenses to be limited to accounting fees, legal fees, telephone,
mailing, filing fees, license fees, escrow agent fees, and transfer
agent fees.

Year 2000 Issues

We use third party "off-the-shelf" software and have not had a problem
with Year 2000 issues. Any impact is expected to be minimal.


                         PART II - OTHER INFORMATION

Item 5. Other Information

Events subsequent to June 30, 2000

Effective July 11, 2000, we ended our public offering after having sold
20,040 shares of $.001 par value common stock at a price of $5.00 per
share, raising $100,200.  The shares were offered and sold on a "best
efforts" 20,000 share minimum, 60,000 share maximum basis, pursuant to
a continuing offer over 360 days after the effective date, March 20, 2000.
Offering expenses incurred by the Company totaled $1,700 and consist of
escrow fees, printing, registration, and other out-of-pocket expenses. No
selling commissions were paid.  None of the offering expenses were deducted
from the proceeds which have been deposited in a Rule 419 escrow.

By resolution of the board of directors, we cannot use any of the net
proceeds derived from the public offering for any purpose until an
acquisition has been consumated.  In the event an acquisition is not
consummated within 18 months of the effective date (March 20, 2000), all
of the deposited proceeds will be returned on a pro rata basis to all
investors.

Substantially all of the Company's working capital needs after the
offering is commpleted will be attributable to the identification of
a suitable business to acquire, and to effectuate a business
combination with such business.  Such working capital needs will be
satisfied solely from our current cash which is anticipated as
sufficient for such purposes.


Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibit Table:

27 Financial Data Schedule

     (b) No reports on Form 8-K were filed during the quarter.

                            [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.

SPECIAL ACQUISITIONS, INC. (Registrant)


By:/s/_______________________________               Date: 8/14/00
Scott D. Bengfort
President, Chief Executive Officer



By:/s/_______________________________               Date: 8/14/00
Brian S. French,
Chief Financial Officer, Treasurer

SAI 10QSB/A1 6/30/00