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 March 31, 1999

[ ]   TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934 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)

                 Nevada                          86-0849925
        (State or other jurisdiction of        (I.R.S. Employer
        incorporation or organization)         Identification No.)


           8201 Peters Road, Suite 1000, Plantation, Florida 33324
            (Address of principal executive offices)  (Zip Code)

                             (253) 884-5750
            (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 March 31, 1999 is
8,117,476.

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




                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


Tollycraft Yacht Corporation
First Quarter - 1999

Balance Sheet
(Unaudited)

                                   December 31,                      March
31,
                                        1998                           1999
Current Assets
Cash                                       145                            145
Accounts receivable                                                        -
Raw material inventories                303,508                       303,508
Work-in-progress inventories             96,909                        96,909
            Prepaid expenses                                              -
                                        400,562                       400,562

Property and Equipment, net           2,374,292                     2,359,292

Other Assets                          2,382,000                     2,472,000

Total Assets                          5,156,854                     5,231,854

Current Liabilities                         -

Net deferred tax liabilities            330,498                       330,498

Stockholders Equity (Deficit)
Preferred stock to be issued         11,616,300                    11,616,300
Common stock                          9,654,206                     9,744,206
Retained earnings (deficit)         (16,444,150)
(16,459,150)

Total Liabilities and
Stockholders Equity                   5,156,854                     5,231,854


See accompanying notes.



Tollycraft Yacht Corporation
First Quarter - 1999

Statement of Operations
(Unaudited)

                                                     Three Months
                                                    Ended March 31,
                                               1998                 1999

Net sales                                         0                    0

Cost of sales                                     0                    0

Gross Margin                                      0                    0

Excess plant capacity                             0                    0

Selling expenses                                  0                    0

General and administrative expenses         205,142               15,000

Income (loss) from operations              (205,142)             (15,000)

Other income (expenses):
Interest, net                              (248,658)                   0

Total other income (expenses)              (248,658)                   0

Income (loss) before provision
for income tax                            (453,800)              (15,000)

Net income (loss)                         (453,800)              (15,000)


See accompanying notes.



Tollycraft Yacht Corporation
First Quarter - 1999

Statement of cash flows
(Unaudited)
                                                   Three Months
                                                  Ended March 31,
                                                1998              1999

Cash, January 1,                                2,199               145

Cash flows from operating activities:
Net loss                                     (453,800)          (15,000)
Adjustments to reconcile net loss
to net cash used by operations
Depreciation                                   16,290            15,000
Change in assets and liabilities
Other current assets                              231                 0
Accounts payable                               48,545                 0
Accrued payroll & taxes                        27,219                 0
Other current liabilities                      77,724                 0
                                             (223,791)                0

Cash flows from financing activities:
Proceeds from notes payable                   147,350                 0
Proceeds from long-term debt                   22,238                 0
Issuance of common stock                      114,132                 0
                                              283,720                 0

Net increase (decrease) in cash                   (71)                0

Cash, March 31                                  2,128               145


See accompanying notes.



Tollycraft Yacht Corporation
First Quarter - 1999
Notes to Financial Statements (Unaudited)

1.  Basis of Presentation and Summary of significant accounting policies
The unaudited interim condensed financial statements and related notes
have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information
and footnote disclosures normally included in the financial statements
prepared in accordance with generally accepted accounting principles
have been omitted pursuant to such rules and regulations.  However, in
the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal
recurring accruals) considered necessary to present fairly the results
for the interim periods presented.

The accompanying condensed financial statements and related notes should
be read in conjunction with the Company's audited financial statements
included in its Annual Report on Form 10-KSB for the year ended December
31, 1998. The results of operations for the three months ended March 31,
1999 are not necessarily indicative of the results to be expected for the
full calendar year.

Nature of business: Tollycraft Yacht Corporation, (the "Company") is
engaged in the manufacture and distribution of luxury motor yachts.  The
Company grants credit to its customers.  The ability to collect its
accounts receivable is affected by economic fluctuations in the
geographic areas served by the Company.

Inventories: Inventories are valued at the lower of average cost of
market.

Equipment: Equipment is carried at cost.  Additions and improvements to
jigs, patterns and molds are capitalized.  Depreciation is computed
using the straight-line method over the estimated useful lived of the
assets, which range from three to ten years.

Revenue recognition: Revenue is recognized upon completion, shipment and
title transfer of each yacht.  Accordingly, revenue and costs of
individual yachts are included in operations in the year during which
they are completed.

Estimated warranties: The Company records a warranty accrual at the time
of sale for estimated claims, based on actual claims experience.  There
is a general one-year parts and labor warranty to the original owner for
defects in all Tollycraft built hulls, desk bridges, stringers and
bulkheads.

Income taxes: Income taxes are accounted for and reported using an asset
and liability approach.  Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and
tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to
effect taxable income.

Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.  Income tax expense is
the tax payable or refundable for the period plus or minus the change
during the year in deferred tax assets and liabilities.

Deferred tax assets result principally from the Company's differences
for recording warranty reserves for financial statement purposes and
from net operating losses not yet utilized for tax purposes.  Valuation
allowances have been provided for those deferred tax assets as their
utilization are uncertain.  Deferred tax liabilities result principally
from the use of accelerated depreciation for tax purposes.

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. Preferred stock to be issued and convertible notes,
debentures, options and warrants are not considered common stock
equivalents, as the affect would be anti-divutive.

Significant risks and uncertainties: The process of preparing financial
statements in conformity with generally accepted accounting principles
requires the use of estimates and assumptions regarding certain types of
assets, liabilities, revenues and expenses. Management of the Company
has made certain estimates and assumptions regarding the reserve for
warranty expenses, costs of work-in-process inventory, contingent
liabilities regarding their inventories and equipment, and federal
penalties on unpaid payroll taxes.  Such estimates and assumptions
primarily relate to unsettled transactions and events as of the date of
the financial statements.  Accordingly, upon settlement, actual results
may differ from estimated amounts.

2. Operations
The Company has devoted substantial efforts during 1998 and continuing into
1999, in relocating their corporate administrative and sales offices to
Plantation, Florida,its manufacturing facilities to Merida, Yucatan, Mexico
and restructuring debt, rather than in the marketing and manufacturing of
luxury motor yachts.  Management believes that the efficiencies expected
to be achieved by relocating to the Eastern United States, which is
closer to the geographic area most served by the Company, and the lower
operating overhead expected by relocating their manufacturing to Mexico
will enable the Company to achieve profitably.  The Company expects the
construction of their new manufacturing plant to be completed by the
third quarter of fiscal 1999.  At that time the Company will be able to
commence manufacturing again.  Marketing efforts will begin in the
spring of 1999.

The accompanying financial statements have been prepared on a basis of
going concern, which basis contemplates the realization of assets and
the satisfaction of liabilities as they become due through continuing
operations.  No adjustments have been made to the accompanying financial
statements should the Company be unable to continue in existence, as the
outcome of management's plan is uncertain.

3. Capital stock
In June 1998, the Company board of directors authorized the issuance of
5,000,000 shares of $.001 par value preferred stock and offered each debtor
one share of preferred stock of the Company for each ten dollars of debt they
were owed.  Notes payable, accounts payable, accurued liabilities, convertible
promissory notes payable, and other long-term debtors were offered the
conversion.  The offering required a majority of the debtors to agree to
the terms of the conversion. In July 1998, a majority of the debtors
agreed to the offering and, accordingly, all of the then outstanding
debt was converted to preferred stock.  The Company is in the process
of issuing the preferred stock.

In October 1998, the Company entered into an "Agreement for Payment of
Tax Obligations" with a Mexican corporation known as Grupo Clima S.A
DE C.V. ("Grupo").  Under the agreement, the Company issued 3,000,000
shares of the common stock to Grupo.  In exchange, Grupo has agreed to
satisfy all of the claims with the Federal, State of Washington, Cowlitz
County, Washington, and any local taxing authorities against the Company.
Grupo intends to negotiate a settlement with each of the taxing
authorities, sale the common stock and use the proceeds to satisfy the
tax claims, and obtain a full release of liability for the Company and
any of its officers.  Under the agreement, no additional shares may be
issued should the amount of the claims exceed the proceeds form the sale
of the common stock, nor is Grupo obligated to return to the Company any
proceeds in excess of the aggregate calims.  The Company may be
contingently iliable for some or all of the taxing authorities claims
should Grupo not be able to obtain a full release of liability for the
Company and any of its officers.

In 1997, in a private placement, the Company issued $550,350 of notes
payable net of $104,626 of deferred financing costs.  In 1998, the
Company converted the notes payable to preferred stock as part of the
debt conversion.

In January 1999 the Company issued 10,000 shares of common stock for prepaid
legal services and 20,000 shares of common stock for prepaid administrative
expenses.

In March 1999 the Company granted a stock option pursuant to the 1996
Employees
Stock Option Plan in the amount of 100,000 common shares each at an exercise
price of $1.625 per share and an exercise period of five years.

4.	Commitment and contingencies
In September 1998, the Company entered into an agreement with a
Mexican corporation known as Yachts of the Americas' S.A. DE C.V.
("Yachts of the Americas").  Under the agreement, Yachts of the
Americas has agreed to build a manufacturing plant and facilities
and to manufacture boats and luxury motor yachts in strict compliance
with the specifications of the Company.  The plant and all machinery
it builds or purchaes will remain in the ownership of Yachts of the
Americas.  The primary reason for entering into this agreement by the
Company and Yachts of the Americas is to take advantage of the NAFTA
treaty benefits between the two countries.  The Company expects to be
more competitive in the United States markets as a results of this
manufacturing agreement.

During 1998, the Company issued to Yachts of the Americas, 2,000,000
shares of its common stock in accorance with the agreement.  In
exchange, Yachts of Americas has agreed to provide to the Company
$2,000,000 of future manufacturing services at their cost plus 20%.

In October 1997, the previous landlord of the building in which the
Company leased its office and manufacturing facilities seized
substantially all of the Company's personal property consisting of all
work-in-process inventories, raw material inventories and all
manufacturing equipment, office furniture and fixtures, and molds and
patterns for failure to pay rent under their lease agreement.  The
landlord also filed a claim against the Company for approximately
$291,000.  In December 1997, the landlord held a lien foreclosure sale
and sold all personal property it had seized.

The company believes it has a substantial claim against the landlord for
unlawfully conducting a landlord's lien foreclosure sale at a time after
the landlord's lien had expired.  The Company also believes that certain
equipment; molds and patterns sold had preferential liens against them.
 Based on a third party appraisal, the value of the molds and patterns
alone was approximately $5,900,000.  The Company is vigorously pursuing
the matter and believes it has a reasonable possibility of a favorable
outcome.  No adjustments have been made in the accompanying financial
statements for any gain or loss contingency, as the outcome of the
matter is uncertain.

In February 1997, the Company entered into a retainer agreement relating
to legal services for securities matters with compensation at a rate of
$6,000 per month payable either in common stock of the Company
registered with the Securities and Exchange Commission under Regulation
S-8, if available, and valued at the lowest bid price during the month
payable, or in restricted common stock valued at 50% of the lowest bid
during the month payable.


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.

Results of Operations

Current operating results were as expected and budgeted by management.  All
production has been discontinued and all non-essential personnel have been
laid off.  A net loss of $(15,000) was incurred for the quarter ended March
31, 1999, due to depreciation of property, plant and equipment.  For the
quarter ended March 31, 1998 the net loss had been $453,800.


Financial Condition

The management of Tollycraft is continuing efforts to raise funds in order to
proceed with this business plan. Alternatives being considered to improve the
Company's financial position include converting current debt to equity
through the issuance of preferred shares and the sale of common shares to raise
working capital.

In June 1998, the Company offered each debtor one share of preferred stock
for each $10 of debt they were owed.  Notes payable, accounts payable, accrued
liabilities, and long-term debtors were offered this conversion.  The
offering required a majority of the debtors to agree to the terms of the
conversion.

As of March 31, 1999, the Company's current assets equaled $400,562.  In
1997, the Company's internally generated cash flow has not been sufficient to
finance its operations.  The cumulative losses of the Company continued to be
financed through current liabilities. As stated above, in 1998, the
Company converted substantially all of its liabilities to preferred
stock.  As of March 31, 1999, current liabilities total $330,498.

Despite the Company's past difficulties in making timely payments to its
creditors, the Company does not expect any difficulties in obtaining raw
materials once production returns to a regular level.

There were no significant capital expenditures for equipment during the
quarter ended March 31, 1999.

In order to begin production at regular capacity the Company continues to be
in need of additional capital to build production tooling, finance inventory
and provide working capital.  The Company is dependent on external sources of
liquidity until projected levels of production and improvements in direct
costs and production efficiencies are achieved which will return the Company
to profitability and a positive cash flow.  A material commitment for capital
expenditures and working capital is necessary to meet the projected sales and
production goals.  The expected source for a majority of the funds is from
financing provided by joint venture production partners for Mexico
manufacturing activities. There can be no assurance that the Company can
achieve the anticipated aforementioned improvements in operations on
acceptable terms.

In 1997 the Company signed an Investment Banking Agreement with Lloyd Wade
Securities of Dallas, Texas, for a Private Placement of $2,500,000 to provide
the necessary capital for Tollycraft to go forward with its plans.

Marketing efforts will begin again in the spring of 1999.  The new
manufacturing facilities are expected to be operational by early summer
1999 when the Company expects to begin manufacturing once again.  The
months ahead will set the course for the next decade of Tollycraft Yachts.
It is the goal of management to have a company that is very profitable,
debt free, and for the first time have a surplus of cash in the bank.

Year 2000 Compliance

The Company is aware of the issues associated with the programming code in
existing computer systems as the Year 2000 approaches. The "Year 2000"
problem is concerned with whether computer systems will properly recognize date
sensitive information when the year changes to 2000. Systems that do not
properly recognize such information could generate erroneous data or cause a
system to fail. The Year 2000 problem is pervasive and complex as the
computer operation of virtually every company will be affected in some way.

The Company, like most owners of computer software, will be required to
modify significant potions of its software so that it will function
properly in the Year 2000. Preliminary estimates of the total costs to
be incurred by the Company to resolve this problem range from $5,000 to
$10,000. Maintenance or modification costs will be expensed as incurred,
while the costs of new software will be capitalized and amortized over
the software's useful life.

Since the Company mainly uses third party "off-the-shelf" software, it does
not anticipate a problem in resolving the Year 2000 problem in a timely
manner. The Company is currently taking steps to ensure that its computer
systems and services will continue to operate on and after January 1, 2000.
However, there can be no assurance that Year 2000 problems will not occur
with respect to the Company's computer systems. Furthermore, the Year
2000 problem may impact other entities with which the Company transacts
business, and the Company cannot predict the effect of the Year 2000
problem on such entities or the resulting effect on the Company. The
cost to be incurred by the Company related to externally maintained
systems is expected to be minimal.


                         PART II - OTHER INFORMATION

Item 1. Legal Proceedings

D & C Lemmons v. Tollycraft
Cowlitz County, Washington
Stipulated Judgement in the amount of $291,048.00
Tollycraft believes it has a substantial offsetting claim against D & C
Lemmons for unlawfully conducting a landlord's lien foreclosure.  Based upon
the law regarding landlord liens, the Company has been advised by counsel
that it has a strong chance of success in its claim against D&C Lemmons.

Larry and Vicki Castello v. Searock, Inc., d/b/a The Allied Marine Group,
Tollycraft Yachts, and D.R. Cooley, individually.
17th Judicial Circuit Court, Broward County, Florida
Original File Date: October 11, 1996
Claim for treble damages in excess of $2,700,000 plus attorney fees and costs
for failure to deliver a 57-foot yacht as scheduled.  Answers by all
Defendants have been filed and motions to dismiss have been filed and heard.
No decision has been rendered on the Defendants Motion to Dismiss.

Dennis Pursley v. Tollycraft Yacht Corporation and 35 others
San Diego Superior Court, San Diego County, California
Claim for intentional misrepresentation, sale of security not qualified for
sale, and fraudulent transfer. While Mr. Pursley is a shareholder and a note
holder in Tollycraft, he was never contacted by any of the 35 defendants to
invest in the Company.  Mr. Pursley's funds all came via the solicitation of
his own registered stockbroker, Massoud Kharrizan.  Pursley, through his
attorney, Eugene Albertini, has offered to settle the matter for $150,000
and 250,000 shares of the Company's free trading common stock. The Company
has declined. At their recent deposition, the Company believes that the
broker, Massoud Kharrizan, and his wife Linda Kharrizan, may have perjured
themselves with respect to their involvement in this matter. The Company
 considers this suit meritless greenmail, will continue it's defense, and,
given success, intends to institute a countersuit for malicious prosecution
and abuse of process.

Item 2. Changes in Securities

Pursuant to a debt conversion, the Company will issue in a private
transaction pursuant to Section 3(a)(9) of the Securities Act of 1933, up
to 1,500,000 shares of series A preferred shares of its capital stock
proportionately to all debt holders of record as of June 29, 1998.  Each
preferred share to carry a series of warrants convertible to one share of
the Corporations common stock as follows:
     "A" warrants exercisable at $2.25 after 12 months,
     "B" warrants exercisable at $2.00 after 24 months,
     "C" warrants exercisable at $1.25 after 36 months,
In the event of liquidation, the preferred shares have preference over the
common shares.  The preferred shares have no dividend preference and no
voting rights, except in matters which affect the priority of the shareholders.

In January 1999 the Company, issued, as part of the S-8 registration
statement already filed with the Securities and Exchange Commission,
10,000 shares of common stock for prepaid legal services and 20,000
shares of common stock to an officer of the Company for prepaid
administrative expenses.

In March 1999 the Company granted a stock option pursuant to the 1996
Employees Stock Option Plan in the amount of 100,000 common shares each
at an exercise price of $1.625 per share and an exercise period of five
years.


Item 3. Defaults Upon Senior Securities

Pursuant to action taken June 29, 1998, the Board of Directors of Tollycraft
Yacht Corporation resolved to convert all debt, secured and unsecured, to
equity through the issuance of capital stock.  The Company is currently in the
process of achieving this conversion.

The Company will issue up to 1,500,000 shares of series A preferred
shares of its capital stock proportionately to all debt holders of
record as of June 29, 1998.  Each preferred share to carry a series
of warrants convertible to one share of the Corporations common stock
as follows:
     "A" warrants exercisable at $2.25 after 12 months,
     "B" warrants exercisable at $2.00 after 24 months,
     "C" warrants exercisable at $1.25 after 36 months,


Item 4. Submission of Matters to a Vote of Security Holders

None


Item 5. Other Information

None


Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibit Table:

5.1 TERMS OF $10 PREFERRED SHARES, SERIES A*
5.2 "A" WARRANT CERTIFICATE TO PURCHASE COMMON STOCK*
5.3 "B" WARRANT CERTIFICATE TO PURCHASE COMMON STOCK*
5.4 "C" WARRANT CERTIFICATE TO PURCHASE COMMON STOCK*
27 Financial Data Schedule*

*previously filed in the 10-QSB for quartered ended March 31, 1999.

     (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.

Tollycraft Yacht Corporation
    (Registrant)


Date: June 1, 1999


By:/s/_______________________________
   D.R. Cooley, President
   Chief Operating Officer
   Chief Financial Officer