SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

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

FOR  THE  FISCAL  YEAR  ENDED DECEMBER 31, 1996,     Commission file No. 0-18866

                                       OR

[ ]  Transition  Report  Pursuant  to  Section  13  or 15 (d) of the Securities
     Exchange  Act  of  1934

                                LOCH HARRIS, INC.
                                -----------------
        (Exact name of small business issuer as specified in its charter)

                   Nevada                              87-0418799
           -----------------                       -----------------
     (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)                 Identification No.)


                                14205 Burnet Rd.
                                -----------------
                    (Address of principal executive offices)

                               Austin, Texas 78728
                               -------------------
                     (Address of previous executive offices)

                                 (512) 328-7808
                               -------------------
              (Registrant's telephone number, including area code)

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:

                          Common Stock $0.01 Par Value
                          ----------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  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  [  ]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference of Part III of this Form 10 KSB, or any amendment to
this  Form  10-KSB.  [X]

Registrant's  revenue  for  the  1996  Fiscal  Year:  $-0-

As of April 15, 1997, the registrant had 94,564,385 shares of its $.01 par value
Common  Stock  outstanding.  On  that  date approximately 47,000,000 shares were
held  by  non-affiliates  which  had  a  fair  market  value  of $.12 per share.

                                        1
<PAGE>
                                   FORM 10-KSB

                                     PART I
ITEM  I  -  BUSINESS

Business  Development
---------------------
Loch  Harris, Inc. (the Company or Registrant) was incorporated under Nevada law
as  Green Resources, Inc. on March 13, 1985, which merged with Innovative Health
Care  Products  Corporation,  a Colorado corporation on June 16, 1986.  The name
was  changed  in July of 1986 to Eclectix, which merged in 1988 with Loch Harris
Energy,  Inc.,  a  Delaware corporation involved in oil and gas operations.  The
name  was  changed  to  Loch  Harris,  Inc.  in  September  of  1988.

Business  of  Issuer
--------------------
The  initial health and medical business declined prior to the 1988 merger.  The
subsequent  oil  and  gas  operations  ceased  by  late  1989 due to unfavorable
industry  conditions  and  the drastic fall in oil and gas prices.  Loch Harris,
Inc.  elected  to  remain inactive until restructuring efforts initiated in 1992
were  completed.

In  September  of  1993,  the  Registrant acquired for common stock P.C. Sentry,
Inc.,  a  Texas  corporation,  which  had  developed  a  sophisticated  computer
surveillance  monitoring system (Sentry 93000 Notification System).  In November
1993,  Registrant  purchased  with  common stock an electronic telephone message
software  program  (InfoNotes).

At the end of 1996, the Registrant was attempting to raise additional capital to
continue  to  develop  the Sentry 93000 Notification System and InfoNotes system
and  was  negotiating an acquisition and/or merger with an oil and gas operation
which  did  not  materialize.  Competition existed within the software industry;
however, the Registrant minimized competition by the uniqueness of its products.
The  Registrant did not incur any research and development costs during the 1996
fiscal  year.  There  are  no  significant  effects  on  Company operations from
environmental  regulations.  At  December  31,  1996,  the  Registrant  had  no
employees.

ITEM  2  -  PROPERTIES

As  of  December  31,  1996,  the  Registrant  did  not  own  real  property.

ITEM  3  -  LEGAL  PROCEEDINGS

As  of  December  31,  1996,  there  were no material pending legal proceedings.

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

During  the  fourth quarter of fiscal year 1996, there were no matters submitted
to  a  vote  of  security  holders.

                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  STOCK  AND  RELATED  STOCKHOLDER  MATTERS

Registrant  issues common stock with dividends and voting rights which is listed
for  trading  on  the  Over-the-Counter  Bulletin  Board  (OTC:BB).

On August 8, 1996, the Company amended its articles of incorporation to increase
the  number  of authorized shares of common stock to 100,000,000 shares at $0.01
par  value  per  share.

As of December 31, 1996, there were 542 shareholders of record.  The Company did
not  declare  a  cash dividend for the two fiscal years ending December 31, 1996
and  1995,  or  for  the  quarter  ended  March  31,  1997.

                                        2
<PAGE>
The  following table indicates the range of high and low closing bid information
for  the  Registrant's common stock, as obtained from National Quotation Bureau,
LLC.  The  quotations  reflect  inter-dealer  prices,  without  retail  mark-up,
mark-down  or  commission  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>
                    Closing Bid
                   -------------
<S>                   <C>   <C>
Period Ending         High  Low
--------------------  ----  ---
March 31, 1995         .02  .01
June 30, 1995          .01  .01
September 30, 1995     .01  .01
December 31, 1995      .08  .01

March 31, 1996         .10  .03
June 30, 1996          .03  .03
September 30, 1996     .06  .02
December 31, 1996      .04  .02

March 31, 1997         .12  .04
</TABLE>


ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

The  cash  requirements of the Registrant are minimal at the present time due to
consultants  agreeing  to  accept  common  stock  for  payment  of services.  To
properly  provide  for  research  and  development  of its software products and
expand  its  operations,  the Company will be required to raise additional funds
during  the  next  twelve  months.  The  Company anticipates obtaining operating
funds  through  additional  significant  capital  contributions  by  interested
investors.

Realizing  that  various  software  firms  are  emerging  in  the  industry, the
Registrant  plans  to  put substantial time and energy into making sure products
and  programs  are  unique  enough  to minimize competition.  As of December 31,
1996,  there  are relatively few companies with similar products.  At the end of
this  fiscal  period, management is committed to continue the development of the
Sentry  93000  Notification  System and InfoNotes system and plans to extend the
company  into  the  acquisitions  of  other  state-of-the-art  technologies.
Management  plans  to  position  the  company  as  an incubator of consumer need
technologies  by  providing  research  and  development of various technologies.
Several  subsidiary  companies  are  planned  for  the  year  1997.

                                        3
<PAGE>
ITEM  7  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTAL  DATA

<TABLE>
<CAPTION>

              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                  Page
<S>                                                                <C>
Report of Independent Auditors                                      5

Consolidated Balance Sheet as of December 31, 1996                  6

Consolidated Statements of Operations for the years ended
December 31, 1996 and 1995                                          7

Consolidated Statements of Shareholders' Equity for Each of the
Two Years Ended December 31, 1996                                   8

Consolidated Statement of Cash Flows for Each of the Two Years
Ended December 31, 1996                                             9

Notes to Consolidated Financial Statements                         10
</TABLE>

                                        4
<PAGE>
                         BROWN, GRAHAM AND COMPANY, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS


To  the  Board  of  Directors
Loch  Harris,  Inc.

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying consolidated balance sheet of Loch Harris, Inc.
(the  "Company") as of December 31, 1996 and the related consolidated statements
of operations, stockholders' equity and cash flows for the years  ended December
31,  1996  and  1995.  These  consolidated  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audit.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit  includes examining on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Loch Harris, Inc. as
of December 31, 1996, and the results of their operations and cash flows for the
years  ended  December  31, 1996 and 1995, in conformity with generally accepted
accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 1 to the
consolidated  financial  statements,  the  Company  has  suffered  losses  from
operations  for  the  years  ended  December  31,  1996  and  1995, and  current
liabilities  exceed  current assets by $92,644 at December 31, 1996, which raise
substantial  doubt  about  its  ability  to  continue  as  a going concern.  The
financial  statements  do  not  include  any  adjustments  relating  to  the
recoverability  and  classification  of  recorded  assets,  or  the  amounts and
classification  of  liabilities that might be necessary in the event the Company
cannot  continue  in  existence.

As  more  fully described in Note 8, subsequent to the issuance of the Company's
restated  December  31,  1996, financial statements and our report thereon dated
December  23,  1998,  we  became  aware  that those financial statements did not
reflect  certain adjustments as described in Note 8.  In our report we expressed
an  unqualified  opinion  on  the  December  31, 1996, financial statements .Our
opinion  on  the  revised  statements,  as  expressed  herein,  is  unqualified
considering  the  effects  of  the  fourth  paragraph  above.

                                /S/     Brown,  Graham  and  Company,  P.C.

Georgetown,  Texas
January  15,  1999

                                        5
<PAGE>
<TABLE>
<CAPTION>

                                LOCH HARRIS, INC.
                      CONSOLIDATED BALANCE SHEET (RESTATED)
                                DECEMBER 31, 1996

     ASSETS
     ------
<S>                                                    <C>
Equipment, net (Note 2)                                $          7,600 

Other Assets: (Note 3)
  Computer software and intangible assets                             - 
                                                       -----------------

     Total assets                                      $          7,600 
                                                       =================

  LIABILITIES AND SHAREHOLDER'S DEFICIT
  --------------------------------------                                

Current liabilities:
  Accounts payable                                     $        100,244 
                                                       -----------------

Shareholder's Equity:
  Common stock, $.01 par value; 100,000,000 shares
  authorized; 94,564,385 shares issued and outstanding          945,644 
  Additional paid in capital                                  9,691,603 
  Retained deficit                                          (10,729,891)
                                                       -----------------

  Total shareholder's deficit                            (       92,644)
                                                       -----------------

  Total liabilities and shareholder's deficit          $          7,600 
                                                       =================
</TABLE>

                                        6
<PAGE>
<TABLE>
<CAPTION>
                                       LOCH HARRIS, INC.
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                       YEARS ENDED DECEMBER 31, 1996 (RESTATED) AND 1995

                                                                    1996                1995
                                                       -------------------  -------------------

Revenues                                                  $          -         $          -
                                                       -------------------  -------------------
<S>                                                    <C>                  <C>
Operating expenses:
  General and administrative                                      276,943              115,901 
  Depreciation and amortization                                   540,061              540,061 
  Impairment of long-lived assets                                 930,439                    - 
                                                       -------------------  -------------------

Total operating expenses                                        1,747,443              655,962 
                                                       -------------------  -------------------

Net loss                                               $     (  1,747,443)  $    (     655,962)
                                                       ===================  ===================

Basic and diluted net loss per share                   $(             .03)  $(             .01)
                                                       ===================  ===================

Basic and diluted weighted average shares outstanding          69,230,686           47,183,228 
                                                       ===================  ===================
</TABLE>

                                        7
<PAGE>
<TABLE>
<CAPTION>
                                             LOCH HARRIS, INC.
                              CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                             YEARS ENDED DECEMBER 31, 1996 (RESTATED) AND 1995

                                                                              Retained
                                  Number of                Additional         Earnings
                                   Shares     Amount     Paid In Capital      (Deficit)         Total
                                 ----------  ---------  -----------------  ---------------  --------------
<S>                              <C>         <C>        <C>                <C>              <C>
BALANCE AT DECEMBER 31, 1994     43,916,055  $  87,832  $     10,156,560   $ (  8,326,486)  $   1,917,906 

Common stock issued for:
  Services                        8,328,330     16,657            93,465                -         110,122 
  Cash                            2,640,000      5,280             1,320                -           6,600 

Net loss                                  -          -                 -    (     655,962)    (   655,962)
                                 ----------  ---------  -----------------  ---------------  --------------

BALANCE AT DECEMBER 31, 1995:    54,884,385  $ 109,769  $     10,251,345   $ (  8,982,448)  $   1,378,666 

Common stock issued for:
  Services                       39,601,467     79,203           181,341                -         260,544 
  Cash                               78,533        157               432                -             589 

Increase in par value of common
  stock to $0.01 per share                -    756,515    (      756,515)               -               - 

Stock options issued                      -          -            15,000                -          15,000 

Net loss                                  -          -                 -     (  1,747,443)     (1,747,443)
                                 ----------  ---------  -----------------  ---------------  --------------

BALANCE AT DECEMBER 31, 1996     94,564,385  $ 945,644  $      9,691,603   $  (10,729,891)  $(     92,644)
                                 ==========  =========  =================  ===============  ==============
</TABLE>

                                        8
<PAGE>
<TABLE>
<CAPTION>
                                 LOCH HARRIS, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 1996 (RESTATED) AND 1995

                                                         1996             1995
                                                   ----------------  --------------
<S>                                                <C>               <C>

Cash flows from operating activities:
  Net loss                                         $    (1,747,443)  $    (655,962)

Adjustments to reconcile net loss to net cash
provided by operating activities:

  Depreciation and amortization                            540,061         540,061 
  Impairment of long-lived assets                          930,439               - 
  Common stock issued for services                         260,544         110,122 
  Stock options granted for services                        15,000               - 
  Increase (decrease) in accounts payable                        -    (         38)
                                                   ----------------  --------------

Net cash used for operating activities:              (       1,399)     (    5,817)
                                                   ----------------  --------------

Cash flows from investing activities:
  Acquisition of property and equipment                          -               - 
                                                   ----------------  --------------

Cash flows from financing activities:
  Proceeds from sale of common stock                           589           6,600 
                                                   ----------------  --------------

Net increase (decrease) in cash                     (          810)            783 

Cash and cash equivalents - beginning of year                  810              27 
                                                   ----------------  --------------

Cash and cash equivalents - end of year            $             -   $         810 
                                                   ================  ==============

Supplemental disclosures of cash flow information
  Common stock issued for services                 $       260,544   $     110,122 
                                                   ================  ==============
  Stock options issued for services                $        15,000   $           - 
                                                   ================  ==============
</TABLE>

                                        9
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 (RESTATED) AND 1995

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

NATURE  OF  BUSINESS  AND  ORGANIZATION:
Loch  Harris, Inc. (the "Company") (formerly Eclectix, Inc.) was organized under
the  laws of the State of Nevada on March 13, 1985.  On July 31, 1988, Eclectix,
Inc.  entered into an agreement and plan of reorganization with the shareholders
of Loch Harris Energy, Inc., in which Eclectix, Inc. acquired 100% of the common
stock of Loch Harris Energy, Inc.  As part of the reorganization, Eclectix, Inc.
changed  its  name  to  Loch  Harris,  Inc.

Prior  to  1990,  the  Company was involved in the acquisition, development, and
production  of  oil  and  gas reserves.  During 1989, severe economic conditions
forced  the  Company  to  cease operations and the Company remained in a dormant
state  until  1993.  During  the  year  ended  December  31,  1993,  the Company
purchased  P.C.  Sentry,  Inc. which owned an advanced electronic monitoring and
notification  system  (Sentry  93000).  Also the Company purchased an electronic
telephone  message  software  program  (InfoNotes).  The  Company is involved in
research  and  development of the intellectual properties, particularly computer
software  solutions.

GOING  CONCERN:
As  shown in the accompanying consolidated financial statements, the Company has
incurred  net losses of $1,747,443 and $655,962 for the years ended December 31,
1996  and  1995,  respectively.  As  of December 31, 1996, the Company's current
liabilities  exceeded  its  current  assets.  These factors create a substantial
doubt  about  the Company's ability to continue as a going concern.  The ability
of  the  Company  to  continue  as a going concern is dependent on the Company's
obtaining  additional  financing  to  fund  the expenses related to research and
development  of  the  software  and other capital acquisitions and improvements.

During  1997,  the  Company  received  $1,500,000  from the sale of an option to
purchase  products  from  the  Company.  These  funds along with the issuance of
additional  common stock will be used to provide operating expenses and purchase
new  products  that  will  enable  the  Company  to  produce  a level of revenue
necessary  to  provide  the  Company  with  positive cash flow, adequate working
capital  and  positive  earnings  for  the  next  year.

The  financial statements do not include any adjustments that might be necessary
if  the  Company  is  unable  to  continue  as  a  going  concern.

PRINCIPLES  OF  CONSOLIDATION:
The  accompanying  consolidated financial statements include the accounts of the
Company  and  its  wholly-owned  subsidiaries P.C. Sentry, Inc., and Loch Harris
Energy,  Inc.,  which  are both inactive.  All significant intercompany accounts
and  transactions  have  been  eliminated  in  consolidation.

CASH  AND  CASH  EQUIVALENTS:
For  purposes  of  the  Statement  of  Cash  Flows,  the  Company  considers all
investments  with  maturities  of three months or less when purchased to be cash
equivalents.  The  Company  has no investments classified as cash equivalents on
December  31,  1996.

EQUIPMENT:
Equipment is recorded at cost.  Depreciation is computed using the straight-line
method  over  the  estimated  useful  lives  of the assets of 7 years.  Ordinary
maintenance  and  repairs  are  expensed  as  incurred.

                                       10
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 (RESTATED) AND 1995

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED
------------------------------------------------------------------------

REVENUE  RECOGNITION:
Revenues  from  the  sale  of  the  Company's  computer  software  products  are
recognized  when  persuasive  evidence  of  an  arrangement  exist, delivery has
occurred,  the  customer  fee is fixed and collection is probable.   The Company
did  not  have  any revenues during the years ending December 31, 1996 and 1995.

INCOME  TAXES
The  Company accounts for income taxes using the liability method as required by
Statement  of Financial Accounting Standards No. 109 ("FAS 109"), Accounting for
Income  Taxes.  Deferred  tax  assets  and  liabilities  are determined based on
differences  between  the  financial  statement  and  tax  basis  of  assets and
liabilities  using  enacted  tax  rates expected to be in effect for the year in
which  the  differences  are  expected  to  reverse.  The net change, if any, in
deferred  tax asset and liabilities is reflected in the statement of operations.

USE  OF  ESTIMATES:
The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  results.

NEW  ACCOUNTING  PRONOUNCEMENTS:
In accordance with SFAS 121, "Accounting for the Impairment of Long-Lived Assets
and  for  Long-Lived  Assets  to  be disposed of", management reviews long-lived
assets  and  intangible  assets  for  impairment  whenever  events or changes in
circumstances  indicate  the  carrying  amount  of  an  asset  may  not be fully
recoverable.  As part of this assessment, management prepares an analysis of the
undiscounted  cash  flows  for  each  product that has significant long-lived or
intangible  asset values associated with it.  This analysis for the asset values
as  of December 31, 1996, indicated there has been an impairment to the carrying
value  of  these  assets  (see  Note  3).

NOTE  2  -  EQUIPMENT
---------------------

Equipment  at  December  31,  1996,  consisted  of  the  following:

     Office  equipment                 $  18,524
     Less accumulated depreciation        10,924
                                         -------
     Net  equipment                    $   7,600
                                         =======

Depreciation  expense,  which is calculated on a straight-line basis, was $2,731
for  each  year  ended  December  31,  1996  and  1995,  respectively.

NOTE  3  -  COMPUTER  SOFTWARE  AND  INTANGIBLE  ASSETS
-------------------------------------------------------

Computer  software  and  intangible  assets  consist  of  an advanced electronic
monitoring  and notification system and an electronic telephone message software
program  in  the  amount  of  $2,671,875  acquired  in  1993.  Amortization  of
capitalized  costs is computed using the straight-line method over the remaining
estimated  economic  life  of  the  product  of  5  years.

                                       11
<PAGE>
NOTE  3  -  COMPUTER  SOFTWARE  AND  INTANGIBLE  ASSETS  -  CONTINUED
---------------------------------------------------------------------

Subsequent  to  the  year  ended  December 31, 1996, the Company determined that
significant  cash  requirements  for  additional  research  and  development are
required  before  the  products  would  be  available  for sale.  As a result of
limited  available  resources  and  the  need  for  significant  research  and
development,  Company's  management  made a thorough evaluation of the Company's
operations,  including  among  other  things,  the  carrying value of long-lived
assets.  Effective  December  31,  1996, management determined that based on the
current  market  conditions and an analysis of the projected undiscounted future
cash  flows  calculated  in  accordance with the provisions of SFAS No. 121, the
carrying amount of its computer software and intangibles may not be recoverable.
The resultant impairment of these long-lived assets necessitated a write-down of
$930,439  of  the  assets  acquired  in  1993.

The  Company  recorded amortization of $537,330 for each year ended December 31,
1996  and  1995,  respectively.

NOTE  4  -  SHAREHOLDER  EQUITY
-------------------------------

During  the year ended December 31, 1996 and 1995, the Company issued 39,601,467
and  8,328,330  shares  of  common  stock  subject  to  Rule  144  for  employee
compensation,  consultants and professional fees.  The common stock was recorded
as  a  charge  to earnings as applied under APB No. 25 in the amount of $260,544
and  $110,122  for  the  years  ended  December 31, 1996 and 1995, respectively.

On  August 8, 1996,  the Company amended its articles of incorporation to change
its  authorized  shares of common stock to 100,000,000 shares at $0.01 par value
per  share.  The  change necessitated an increase in common stock and a decrease
in  additional  paid-in  capital  in  the  amount  of  $756,515.

NOTE  5  -  STOCK  OPTIONS  AND  WARRANTS
-----------------------------------------

A  summary of the status of the Company's stock options as of December 31, 1996,
is  presented  below:

<TABLE>
<CAPTION>
<S>                                                       <C>
Options outstanding at December 31, 1995                  12,000,000
Options granted                                            1,500,000
Options exercised                                                  -
Options canceled                                                   -
                                                          ----------
Options outstanding and exercisable at December 31, 1996  13,500,000
                                                          ==========
</TABLE>

The  following  table  summarizes  the information about the stock options as of
December 31, 1996:

<TABLE>
<CAPTION>
                                              Weighted
                                               Average            Weighted             Number             Weighted
Range of          Number                      Remaining            Average           Exercisable           Average
Exercise       outstanding      Date         Contractual        Exercise Price            at            Exercise Price
Price         at December 31   Granted           Life           (Total Shares)       December 31        (Exer. Shares)
------------  --------------  ---------  --------------------  ----------------  --------------------  ----------------
<S>           <C>             <C>        <C>                   <C>               <C>                   <C>
 .25                4,000,000   12/18/94               5 years  $            .25             4,000,000  $            .25
 .25                4,000,000     6/1/95               5 years               .25             4,000,000               .25
 .25                4,000,000     7/1/95               5 years               .25             4,000,000               .25
 .01                1,000,000    7/26/96               5 years               .01             1,000,000               .01
 .01                  500,000    7/26/96               5 years               .01               500,000               .01
============  --------------  =========  ====================  ================  --------------------  ================
 .01-
        .25      13,500,000                           5 years  $            .22            13,500,000  $            .22
============  ==============             ====================  ================  ====================  ================
</TABLE>

                                       12
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 (RESTATED) AND 1995

NOTE  5  -  STOCK  OPTIONS  AND  WARRANTS  -  CONTINUED
-------------------------------------------------------

All  options were granted to consultants for services which expire in years 1999
through  2001.

Each  stock  option  granted  can  be  exercised  for one share of common stock.

Stock  options  to  consultants  for the year ended December 31, 1996, have been
recorded  as  compensation as applied under APB No. 25 in the amount of $15,000.
The  market  value  of  stock options granted during the year ended December 31,
1995,  exceeded the exercise price, therefore, no compensation has been recorded
during  the  year  ended  December  31,  1995.

NOTE  6  -  INCOME  TAXES
-------------------------

A  reconciliation of income tax at the statutory rate to the Company's effective
rate  follows:

<TABLE>
<CAPTION>
                                                       1996           1995
                                                  -------------  -------------
<S>                                               <C>            <C>
Computed at the expected statutory rate (credit)  $(   594,000)  $(   223,000)
Valuation allowance                                    594,000        223,000 
                                                  -------------  -------------
  Income tax                                      $          -   $          - 
                                                  =============  =============

Deferred tax assets are as follows:
  Net operating loss carryforward                 $ (3,648,163)  $ (3,054,032)
  Valuation allowance                                3,648,163      3,054,032 
                                                  -------------  -------------
                                                  $          -   $          - 
                                                  =============  =============
</TABLE>

The  Company  had  cumulative  net operating loss carryforwards of approximately
$10,700,000  and  $9,000,000  at  December  31, 1996 and 1995, respectively, for
federal  tax reporting purposes.  The net operating loss carryforwards expire in
varying  amounts  beginning in the year 2002 and may be limited due to the types
of  business  the  Company  may  engage.

NOTE  7  -  EARNINGS  PER  SHARE
--------------------------------

The  following  data  details  the  amounts used in computing earnings per share
(EPS)  and  the  weighted  average number of shares of dilutive potential common
stock.

<TABLE>
<CAPTION>
                                                   1996        1995
                                             ----------  ----------
<S>                                          <C>         <C>
Weighted average number of common shares
issued in basic EPS                          69,230,686  47,183,228
Effect of dilutive securities:
Stock options                                         -           -
                                             ----------  ----------
Weighted average number of common shares
and dilutive potential common stock used in
diluted EPS                                  69,230,686  47,183,228
                                             ==========  ==========
</TABLE>

Stock options convertible  into 13,500,000 and 12,000,000 shares of common stock
were not included in computing diluted EPS for the years ended December 31, 1996
and  1995,  respectively,  because  their  effects  were  antidulutive.

                                       13
<PAGE>
                                LOCH HARRIS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 1996 (RESTATED) AND 1995

NOTE  8  -  RESTATED  FINANCIAL  STATEMENTS
-------------------------------------------

Subsequent  to  filing the restated December 31, 1996, financial statements, the
Company  determined  that common stock authorized during the year ended December
31,  1996,  was not properly recorded for services and common stock had not been
properly  corrected  for  the  increase in the par value (see Note 4).  Detailed
below  are the adjustments necessary to record the above corrections as included
in  the  accompanying  financial  statements:

<TABLE>
<CAPTION>
                                                             Balance as
                                                             Previously          Balance as
Year Ended December 31, 1996                                  Reported          Adjustments          Adjusted
------------------------------------------------------  --------------------  ----------------  ------------------
<S>                                                     <C>                   <C>               <C>
Common stock                                                        705,644           240,000             945,644 
Additional paid-in capital                                        9,811,603       (   120,000)          9,691,603 
Retained earnings (deficit)                                    ( 10,609,891)      (   120,000)       ( 10,729,891)
General and administrative expenses                                 156,943           120,000             276,943 
Net loss                                                $     (   1,627,443)  $   (   120,000)  $    (  1,747,443)
                                                        ====================  ================  ==================

Basic and diluted loss per share                        $(             0.03)  $(         0.00)  $(           0.03)
                                                        ====================  ================  ==================

Basic and diluted weighted average shares outstanding            59,827,947         9,402,739          69,230,686 
                                                        ====================  ================  ==================
</TABLE>

                                       14
<PAGE>
ITEM  8  -  CHANGES  IN/DISAGREEMENTS  WITH  ACCOUNTANTS

See  8K  filed  November  16,  1998,  for  change  in  auditors.

                                    PART III

ITEM  9  -  DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS  AND CONTROL PERSONS

The following table identifies the Company's directors and executive officers as
of  December  31,  1996.

<TABLE>
<CAPTION>
                                                     Periods of
  Name                   Age         Title             Service
                        -------  --------------   -----------------
<S>                     <C>       <C>             <C>              
  R.B. Baker               68      President        1988 to present
                                   CEO
                                   Treasurer
                                   Director
  Rodney Ford              45      Vice President   1990 to present
                                   Director
  Rodney A. Williams       47      Secretary        1993 to present
                                   Director
</TABLE>

None  of  the  above  named  directors  hold  directorships  in  other reporting
companies.  All  directors  serve  until the next annual meeting of stockholders
and the concurrent election of directors.  All officers serve at the pleasure of
the  Board  of  Directors.

R.B.  Baker  has  been President and director of the Company since 1988.  He has
also  served  as  shareholder  relations director since 1988.  His background in
public  relations, human resources, management, travel, real estate, investments
and  finance  equips  him  to  serve  as  leader  of  the  Company.

Rodney  Ford  has been an affiliated with the Company for approximately 6 years.
He is past president and co-founder of P.C. Sentry, Inc. and co-developer of the
Sentry 93000 Notification System.  He has technical and managerial experience in
computer  operating  systems  development,  scientific computing, discrete event
simulation  and automated manufacturing systems development.  As an analyst with
IEX  Corporation,  Mr.  Ford  was  involved  in  the  development  of  a
telecommunications  project  for  AT&T  and  network maintenance terminal for an
airborne  telephone  system  for  GTE  Airfone.  Mr. Ford is the former owner of
Southern  Precision MFG., Inc. and was founder, president and technical director
of Radix Development Associates, a software development firm providing solutions
for  the  oil  and  gas  industry.

Rodney  A. Williams has served the Company since 1993.  He is a highly qualified
executive  in several industries with specialized skills in product development,
manufacturing, cost analysis, sales and marketing.  The scope of his 18 years of
experience  also  encompasses financial consulting, system integration, software
and  systems  development  and  corporate  mergers  and  acquisitions.  He  has
expertise  in corporate personnel management, operations and corporate financial
administration.  Mr.  Williams held an executive position with three oil and gas
firms  and  two  broker/dealer firms and is licensed as a NASD principal.  He is
currently  involved  with  the  continued  development  of  the  Sentry  93000
Notification  System.

                                       15
<PAGE>
ITEM  10  -  EXECUTIVE  COMPENSATION

The  following  table  summarizes compensation paid during the last three fiscal
years  to  Registrant's  executive  officers  and  directors.

<TABLE>
<CAPTION>
Name                                                                              Securities
and                                                                   Restricted  Underlying        All Other
Principal                                                Other Annual    Stock     Options   LTIP    Compen-
Position              Year        Salary       Bonus     Compensation    Awards    SARs     Payouts  sation
----------------  ------------  -----------  ----------  -------------  --------  -------  --------  -------
<S>               <C>           <C>          <C>         <C>            <C>       <C>      <C>       <C>
R.B. Baker - CEO          1996  $         -  $        -  $           -  $ 27,000  $10,000  $      -  $     -
                          1995  $         -  $        -  $           -  $ 45,000  $     -  $      -  $     -
                          1994  $         -  $        -  $           -  $      -  $     -  $      -  $     -
</TABLE>

ITEM  11-  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

<TABLE>
<CAPTION>
                                    Name and         Amount and
                                   address of        nature of
                                   beneficial        beneficial    Percent of
Title of class                        owner            owner          Class
----------------------------  ---------------------  ----------   -----------
<S>                           <C>                    <C>         <C>
Common                            R.B. Baker          7,200,000         7.6%
                                14205 Burnet Rd.       shares
                                Austin, TX 78728

Common                        Harris Partners, Ltd.   39,250,000        41.5%
                               587 Hummingbird Ln      shares
                            Fredericksburg, TX 78624
</TABLE>

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

During  the  year  ended  December  31, 1996 and 1995, the Company issued common
stock to Harris Partners, Ltd. for consulting services in the amount of $225,000
and  $10,000,  respectively.

                                     PART IV

ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

None

                                       16
<PAGE>