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

                              Form 10-QSB
                            Amendment No. 1

[X]   QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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      9,800
                                                         $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                   $(1,876)     $           $ 1,876    $ -
     Other general and administrative            $ -          $           $ -        $ 1,700

Net loss                                         $ 1,876      $ 1,700     $ 1,876    $ 1,700

Weighted average number of shares                124,000      130,000     124,000    130,000

Net loss per common share                        (0.015)      (0.013)     (0.015)    (0.013)


</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                                          $ (1,876)   $ (1,700)  $ (1,876)    $ (1,700)
   Non-cash items included in the net loss
      Stock issued for services                       1,876       -          1,876        -
      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)

Cash, beginning of period                           12,500      11,500     12,500       11,500

Cash, end of period                                 12,500       9,800     12,500        9,800


</TABLE>



The accompanying notes are an integral part of this statement.




Note 1.  Basis Of Presentation
The accompanying unaudited condensed financial statements of Special
Acquisitions, Inc. (the "Company") have been prepared pursuant to the rules of
the Securities and Exchange Commission (the "SEC") for quarterly reports on
Form 10-Q and do not include all of the information and note disclosures
required by generally accepted accounting principles.  These financial
statements and notes herein are unaudited, but in the opinion of management,
include all the adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the Company's financial position, results
of operations, and cash flows for the periods presented.  These financial
statements should be read in conjunction with the Company's audited financial
statements and notes thereto included in the Company's Form SB-2 filed with
the SEC.  Interim operating results are not necessarily indicative of
operating results for any future interim period or for the full year.
Note 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.  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.

Note 3.  Net Loss Per Common Share
Net loss per share is computed by dividing net loss by the weighted average
number of common shares outstanding during the period. Rule 419 escrowed
shares are not included, as the affect on net loss per share would be anti-
dilutive.

*****


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 basis, 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 consummated.
 .
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 date of the Prospectus which
was 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 consummated.  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 completed 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/ Scott D. Bengfort
_______________________________               Date: 11/15/00
Scott D. Bengfort
President, Chief Executive Officer



By:/s/ Brian S. French
_______________________________               Date: 11/15/00
Brian S. French,
Chief Financial Officer, Treasurer

SAI, 10QSB/A, 6/30/00



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