================================================

                    U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   ----------

                          FORM 10-QSB/A AMENDMENT NO.1

              [x] AMENDMENT NO.1 QUARTERLY REPORT UNDER SECTION 13
                      OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
                For the quarterly period ended September 30, 1998

                                       OR

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

                                   ----------

                           Commission File No. 0-8117


                        CHURCH LOANS & INVESTMENTS TRUST


     State of Organization                      IRS Employer Identification
     ---------------------                      ---------------------------
           Texas                                       No. 75-6030254
                                 5305 I-40 West
                             Amarillo, Texas 79106

                  Registrant's telephone number: 806-358-3666


                                   ----------


     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                               Yes [ X ] No [ _ ]


As of  September  30,  1998,  7,003,196  shares  of the  Registrant's  shares of
beneficial interest were outstanding.

     Transitional Small Business Disclosure Format (check one)

                               Yes [ _ ] No [ X ]
<PAGE>

                        CHURCH LOANS & INVESTMENTS TRUST



                                     INDEX

                                                                     Page
                                                                     ----
        Part I.

             Item 1:  Financial Information:

                      Condensed Balance Sheets at September 30, 1998
                          and March 31, 1998 .......................   1

                      Condensed Statements of Income for the
                          six-month periods ended
                          September 30, 1998 and 1997 ..............   2

                      Condensed Statements of Cash Flows
                          for the six-month periods ended
                          September 30, 1998 and 1997 .............    3

                      Notes to Condensed Financial Statements .....    4

             Item 2:  Management's Discussion and Analysis or
                       Plan of Operation ..........................    6


        Part II.  Other Information ...............................    9

        Signatures ................................................    10

<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST
                        (A Real Estate Investment Trust)

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                      Condensed Balance Sheets (Unaudited)
                      September 30, 1998 and March 31, 1998

                  ASSETS                      September 30, 1998  March 31, 1998
                  ------                      ------------------  --------------
CASH AND CASH EQUIVALENTS ......................   $    123,866    $     32,403
RECEIVABLES
    Mortgage loans and church bonds -
     performing ................................     24,028,847      22,165,629
    Interim construction loans - performing ....      9,871,891      10,732,915
    Nonperforming mortgage loans, church
     bonds and interim construction loans ......      2,920,775       2,492,095
    Less: Allowance for possible credit losses .     (1,125,213)     (1,035,213)
                                                   ------------    ------------
                                                     35,696,300      34,355,426
    Accrued interest receivable ................        356,892         341,360
    Notes receivable ...........................        431,149         405,860
                                                   ------------    ------------
                  Total receivables ............     36,484,341      35,102,646
PROPERTY AND EQUIPMENT, net ....................        189,783         197,619
REAL ESTATE ACQUIRED THROUGH FORECLOSURE .......      1,405,638       1,479,486
UNAMORTIZED DEBT EXPENSE, net and other assets .         60,602          62,960
                                                   ------------    ------------
TOTAL ASSETS ...................................   $ 38,264,230    $ 36,875,114
                                                   ============    ============
                  LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
    Notes payable and line of credit:
      Related party ............................   $  1,861,596    $  1,969,938
      Other ....................................      8,708,402       5,740,773
                                                   ------------    ------------
                                                     10,569,998       7,710,711
                                                   ------------    ------------
    Secured savings certificates:
      Related party ............................           --           240,000
      Other ....................................      4,970,498       6,823,823
                                                   ------------    ------------
                                                      4,970,498       7,063,823
    Accrued interest payable ...................        102,045          29,768
    Other ......................................        832,628         781,455
                                                   ------------    ------------
                  Total liabilities ............     16,475,169      15,585,757
                                                   ------------    ------------
SHAREHOLDERS' EQUITY
    Shares of beneficial interest, no par value;
     authorized shares unlimited, 7,007,402
     shares issued and outstanding .............     20,623,866      20,623,866
    Undistributed net income ...................      1,175,710         665,491
    Treasury shares (4,206 shares) .............        (10,515)           --   
                                                   ------------    ------------
                  Total shareholders' equity ...     21,789,061      21,289,357
                                                   ------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .....   $ 38,264,230    $ 36,875,114
                                                   ============    ============

      These financial statements should be read only in connection with the
                   accompanying notes to financial statements.

                                      -1-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST
                        (A Real Estate Investment Trust)
                   Condensed Statements of Income (Unaudited)
                     Three-month and six-month periods ended
                           September 30, 1998 and 1997

                                     Three-month periods Six-month periods ended
                                     ended September 30,   ended September 30,
                                      1998        1997      1998        1997
                                      ----        ----      ----        ----
INTEREST INCOME AND FEES
    Interest and fees on mortgage
      loans, church bonds, and
      interim construction loans  $1,155,129  $  952,766  $2,289,823  $1,885,973
    Interest on temporary
       investments .............       7,507      31,940      20,251      61,589
                                  ----------  ----------  ----------  ----------
          Total interest income
           and fees ............   1,162,636     984,706   2,310,074   1,947,562
                                  ----------  ----------  ----------  ----------
DEBT EXPENSE
    Interest ...................     288,854     228,860     591,785     462,536
    Amortization of:
       Registration cost .......        --          --          --         4,374
       Commissions paid
        to brokers .............       9,655        --        21,894      29,595
                                  ----------  ----------  ----------  ----------
          Total debt expense ...     298,509     228,860     613,679     496,505
                                  ----------  ----------  ----------  ----------
          Net interest income ..     864,127     755,846   1,696,395   1,451,057
PROVISION FOR POSSIBLE
    CREDIT  LOSSES .............      45,000      45,000      90,000      90,000
                                  ----------  ----------  ----------  ----------
          Net interest income
            less provision for
            possible credit losses   819,127     710,846   1,606,395   1,361,057
OTHER INCOME ...................         666      36,898       2,095      38,911
OTHER OPERATING EXPENSES
    General and administrative .     133,957     165,579     299,263     331,045
    Board of Trust Managers' fees     13,332      12,533      27,745      24,472
                                  ----------  ----------  ----------  ----------
          Total other
           operating expenses ..     147,289     178,112     327,008     355,517
                                  ----------  ----------  ----------  ----------
          Income before provision
              for taxes ........     672,504     569,632   1,281,482   1,044,451
PROVISION FOR INCOME TAXES .....        --          --           449       3,627
                                  ----------  ----------  ----------  ----------
NET INCOME .....................  $  672,504  $  569,632  $1,281,033  $1,040,824
                                  ==========  ==========  ==========  ==========
WEIGHTED AVERAGE NUMBER
    OF SHARES OUTSTANDING ......   7,007,040   7,007,402   7,007,222   7,007,402
                                  ==========  ==========  ==========  ==========
NET INCOME PER SHARE ...........  $      .10  $      .08  $      .18  $      .15
                                  ==========  ==========  ==========  ==========
DIVIDENDS PER SHARE ............        --          --           .11         .10
                                  ==========  ==========  ==========  ==========

      These financial statements should be read only in connection with the
                   accompanying notes to financial statements.

                                      -2-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST
                        (A Real Estate Investment Trust)

                 Condensed Statements of Cash Flows (Unaudited)
               Six-month periods ended September 30, 1998 and 1997

                                                          1998          1997
                                                          ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income .................................   $  1,281,033    $  1,040,824
    Adjustments to reconcile net income to net
       cash provided by operating activities:
          Depreciation .........................          7,836           7,836
          Amortization of debt expense .........         21,894          25,329
          Amortization of loan discounts .......       (183,079)        (42,311)
          Provision for possible credit losses .         90,000          90,000
          Changes in:
              Accrued interest receivable ......        (15,532)       (141,378)
              Accrued interest payable .........         72,277         (12,166)
              Other liabilities ................         51,173          58,941
          Other, net ...........................        (19,536)         (1,388)
                                                   ------------    ------------
                  Net cash provided by operating
                   activities ..................      1,306,066       1,025,687
                                                   ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in mortgage and interim
       construction loans and church bonds .....    (13,674,803)    (10,643,513)
    Payments received on mortgage and interim
       construction loans and church bonds .....     12,500,856      11,768,906
    Advances of notes receivable ...............       (192,601)       (155,095)
    Payments received on notes receivable ......        167,312         184,736
                                                   ------------    ------------
                  Net cash provided (used) by
                   investing activities ........     (1,199,236)      1,155,034
                                                   ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
    Sale of secured savings certificates .......           --         3,314,121
    Borrowings on notes payable ................     11,350,168       1,208,803
    Principal payments on:
       Secured savings certificates ............     (2,093,325)     (3,249,831)
       Notes payable ...........................     (8,490,881)     (2,835,373)
    Commissions paid to broker on issuance
       of secured savings certificates .........           --           (33,973)
    Cash dividends paid ........................       (770,814)       (700,740)
    Treasury shares acquired ...................        (10,515)           --   
                                                   ------------    ------------
                  Net cash used by
                   financing activities ........        (15,367)     (2,296,993)
                                                   ------------    ------------
                  Increase (decrease) in cash
                   and cash equivalents ........         91,463        (116,272)
CASH AND CASH EQUIVALENTS AT BEGINNING
    OF PERIOD ..................................         32,403         586,629
                                                   ------------    ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .....   $    123,866    $    470,357
                                                   ============    ============
Supplemental disclosure of cash flow information
Cash paid during the period for interest .......   $    519,508    $    474,702
                                                   ============    ============

During 1998, the Trust financed the sale of certain real estate acquired through
foreclosure which had a carrying value of $73,848.

      These financial statements should be read only in connection with the
                  accompanying notes to financial statements.

                                      -3-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST
                        (A Real Estate Investment Trust)
               Notes to Condensed Financial Statements (Unaudited)

NOTE 1 - GENERAL

See Summary of Significant  Accounting  Policies in the Trust's Annual Report on
Form 10- KSB405 for a summary of the Trust's significant accounting policies.

The unaudited condensed financial  statements included herein were prepared from
the  books  of the  Trust  in  accordance  with  generally  accepted  accounting
principles and reflect all adjustments (consisting of normal recurring accruals)
which are, in the opinion of  management,  necessary to a fair  statement of the
results of  operations  and  financial  position for the interim  periods.  Such
financial  statements  generally  conform to the  presentation  reflected in the
Trust's  Annual Report to  Shareholders.  The current  interim  period  reported
herein is included in the fiscal year subject to independent audit at the end of
that year and is not  necessarily an indication of the expected  results for the
fiscal year.

NOTE 2 - Weighted Average Interest Rates

Weighted  average  interest rates and net interest rate margins at September 30,
1998 and 1997 were as follows:

                                Mortgage loan and         Total     Net interest
                               church bond portfolio  indebtedness   rate margin
                               ---------------------  ------------   -----------
             June 30, 1998            10.34%              7.33%         3.01%
             June 30, 1997            10.55%              7.39%         3.16%

NOTE 3 - Contractual Maturities

Scheduled  principal payments on mortgage loans,  church bonds and interim loans
and  indebted-ness  (including  secured savings  certificates and notes payable)
outstanding at September 30, 1998, for the five twelve-month  periods subsequent
to September 30, 1998, follow:

            Twelve-month period    Mortgage loans, church bonds
            ending September 30,        and interim loans           Indebtedness

                      1999                $12,614,715                 14,121,496
                      2000                  1,664,629                  1,419,000
                      2001                  1,586,928                         - 
                      2002                  1,602,835                         - 
                      2003                  1,662,452                         - 
                                          ===========                 ==========

                                      -4-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST
                        (A Real Estate Investment Trust)
               Notes to Condensed Financial Statements (Unaudited)

NOTE 4 - Mortgage Loans, Church Bonds and Interim Construction
         Loans

Mortgage loans, church bonds and interim construction loans on which the accrual
of interest had been  discontinued  amounted to  $2,920,775  and  $1,885,670  at
September 30, 1998 and 1997, respectively.  If interest on these mortgage loans,
church bonds and interim construction loans had been accrued as earned, interest
and fees on loans in the accompanying  condensed statements of income would have
been increased by  approximately  $97,000 and $93,000 for the six-month  periods
ended  September  30,  1998 and 1997,  respectively.  Interest  income  actually
recognized  during  1998  and  1997  was  approximately   $46,000  and  $40,000,
respectively.

NOTE 5 - Secured Savings Certificates

Secured Savings  Certificates  (Certificates) are issued in amounts of $1,000 or
more and have single maturity dates from 30 days to 10 years from date of issue.
With  respect to an  individual  Certificate,  interest  rate and  frequency  of
payment of interest (either  monthly,  quarterly,  semiannually,  annually or at
maturity) are fixed at the time of issuance of the  Certificate.  Effective July
1997, Church Loans discontinued the sale of Certificates.

Certificates  are secured under the terms of an indenture that  requires,  among
other  things,  the  pledge of  mortgage  notes  receivable  with  total  unpaid
principal  amounts  not less  than  100% of the  aggregate  principal  amount of
Certificates outstanding.

NOTE 6 - LINE OF CREDIT PAYABLE TO THE BANK

Effective September 30, 1998, the Trust renewed a $15,000,000 line of credit, of
which  $5,000,000  was owed at September  30, 1998.  The line of credit  expires
September  30,  1999 and bears  interest at 1% below  prime.  The line of credit
provides for certain  commitment fees and for the Trust to pledge mortgage loans
receivable having unpaid principal  balances with an aggregate present value not
less  than  110% of all  indebtedness  owed to the  bank.  Interest  is  payable
semiannually.  Additionally,  the line of credit  requires  that the Trust's net
worth be more than $18,000,000 and its total  indebtedness shall not exceed 150%
of its net worth.

NOTE 7 - ODD-LOT TENDER OFFERING

Effective  September 1, 1998,  the Trust began a tender offer at $2.50 per share
to all  shareholders  owning less than 100 shares of  beneficial  interest.  The
offer will expire  November  30,  1998.  As of  September  30,  1998, a total of
$10,515 (4,206 shares) had been purchased.

                   This information is an integral part of the
                       accompanying financial statements.

                                      -5-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST
                        (A Real Estate Investment Trust)

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

Results of Operations - Three-Month  and Six-Month  Periods Ended  September 30,
1998 as Compared to the  Three-Month  and Six-Month  Periods Ended September 30,
1997:

                                    Revenues

The Trust's  revenues are derived from  interest  income earned on loans as well
as,  to a  lesser  degree,  interest  earned  on  church  bonds  and  short-term
investments.  Such revenues increased by $362,512 and $177,930 for the six-month
and three-month periods ended September 30, 1998,  respectively,  as compared to
the corresponding periods in 1997. Included in the 1998 periods is approximately
$127,000 of loan discount  amortization  recognized  from the early pay-off of a
large loan.  Additionally,  average loan balances were increased during the 1998
periods.  Loans  outstanding  were  $35,696,300 and $31,391,651 at September 30,
1998 and 1997, respectively. The average rate of return of the mortgage loan and
church bond  portfolio  decreased  slightly from 10.55% at September 30, 1997 to
10.34% at September 30, 1998.

                                Interest Expense

The most  significant  expense item is interest  expense,  which  comprised  the
majority of total  operating  expense for each of the  three-month and six-month
periods ended  September 30, 1998 and 1997. The increase of $129,249 and $59,994
in interest expense during the six-month and three-month periods ended September
30, 1998, respectively, resulted from an increase in the average total amount of
indebtedness  outstanding  as compared to the same period  ended  September  30,
1997.  Average  indebtedness  increased to fund the  aforementioned  increase in
average loans. The weighted average interest rate on all indebtedness  decreased
slightly from 7.39% at September 30, 1997 to 7.33% at September 30, 1998.

                       Other Operating Income and Expenses

Other  operating  income  decreased by $36,816 and $36,232 for the six-month and
three-month  periods in 1998 as compared  to 1997  because  certain  real estate
acquired through foreclosure was leased in 1997 but not in 1998.

Other  operating  expenses  were  $147,289  for  the  three-month  period  ended
September  30, 1998 as compared to $178,112  for the same period in 1997.  Other
operating  expenses were $327,008 for the six-month  period ended  September 30,
1998, or $28,509 less than the comparable  period in 1997.  These decreases were
primarily due to lower legal and other fees  incurred in 1998 on the  collection
and foreclosure of nonearning loans as compared to 1997.

                                Nonearning Assets

During the three-month  period ended September 30, 1998, the Trust classified as
nonearning  a loan  with a  principal  balance  of  $621,655.  Accrued  interest
receivable of approximately  $15,000 was  written-off.  As with other nonearning
assets, this loan is expected to have a negative impact on future earnings.

                   This information is an integral part of the
                       accompanying financial statements.

                                      -6-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST
                        (A Real Estate Investment Trust)

                                    Year 2000

The following  information  which appears in the section  constitutes  Year 2000
Readiness  Disclosure,  pursuant  to  the  Year  2000  ("Y2K")  Information  and
Readiness  Disclosure Act. The Year 2000 issue is the result of computer systems
using a two-digit  format,  as opposed to four digits, to indicate the year. Any
of the Trust's computer programs or hardware that have  date-sensitive  software
or embedded chips may not  appropriately  interpret  dates beyond the year 1999.
This could result in a system failure,  miscalculation  or other computer errors
causing  disruptions  of  operations.  The  Trust's  plan to  address  the issue
involves the follow five phases: awareness, assessment, remediation, testing and
implementation.  The plan also  involves  communicating  with  external  service
providers to ensure that they are taking  appropriate  action to remedy any Year
2000 issues.  To date,  the Trust has completed  its  assessment of systems that
could be affected by the Year 2000. As part of the  assessment  phase,  systems,
which have the greatest  impact,  were designated as mission  critical  systems.

Internal mission  critical  systems include the Trust's internal  accounting and
information system. This system includes a small server-based local area network
and a small peer-to-peer network that uses commercially  available operating and
networking software. The vendors (primarily Microsoft,  Compaq and Gateway) have
certified this hardware and software as Year 2000 compliant. The Trust's primary
application programs (including general ledger, mortgage loan, shareholder, bond
financing and Secured Savings  Certificate  accounting  modules) are customized.
During  November  1998,  an  independent  consultant  performed  an  analysis to
determine if programs were Year 2000 compliant. The cost of the testing was less
than  $1,000.  The Trust  has  engaged  the  consultant  to modify  and test the
noncompliant  programs.  Remediation  began  about  December  1998  and  through
February 7, 1999 was 58% complete.  The remaining  programs will be modified and
tested in the remaining  portion of the first quarter or in the second  calendar
quarter of 1999.  It is  estimated  that the cost to modify the files will range
from $6,000-$7,500 (excludes the cost to upgrade and replace systems used in the
ordinary course of business). Such costs will be charged to expense as incurred.


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

                   This information is an integral part of the
                       accompanying financial statements.

                                      -7-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST
                        (A Real Estate Investment Trust)
                              Year 2000 (Continued)

The Trust's  operations are relatively  simple.  As far as essential vendors are
concerned,  the primary ones are considered to be the Trust's  primary bank (the
same bank serves as  depositor  and  lender),  and the  electric  and  telephone
utility.  The Trust has received  reports from these  providers  regarding their
efforts to attain Y2K readiness. The negative impact of large loan customers who
have not dealt with the  implications  of the Y2k  problem  on their  operations
could be serious to the Trust. However, the Trust does not believe that the risk
to its  typical  loan  customer  is as  great  as it is to a  normal  commercial
operation.  This is due to the fact that the source of loan  payments  generally
made by all churches is from individuals making  contributions via cash or check
to the church.  Accordingly, it is believed that most churches should not suffer
adversely from the Y2K issue.  Nevertheless,  the Trust plans to survey its loan
customers  with  balances over $100,000 in the first quarter of calendar 1999 to
determine  their Y2K  compliance.  The Trust  believes  that it has an effective
program in place to resolve  the Year 2000 issue in a timely  manner and that it
is  unlikely  that Year 2000  issues will cause any  significant  problems  with
customer  service or  otherwise  have a material  adverse  impact on the Trust's
operations or financial performance.  However, if appropriate  modifications are
not completed in a timely manner for some unexpected reason, the Year 2000 issue
could impact the Trust's  operations.  In addition,  disruptions  in the economy
generally  resulting  from Year 2000  issues  could also  materially  impact the
Trust.  There can be no guarantee  that the systems of other  companies on which
the Trust is effected  will be  remediated  in a timely  manner and not have any
adverse  impact on the Trust's  operations.  Therefore,  the Trust will  develop
contingency  plans in 1999 to minimize the impact on the Trust's  operations  if
these organizations fail to remediate their systems properly.

                                      -8-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST
                        (A Real Estate Investment Trust)

                           PART II. OTHER INFORMATION

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

The annual  meeting of  shareholders  of the Trust was held on July 17, 1998. At
such meeting,  each of the  individuals  named below was elected to the Board of
Trust  Managers  of the Trust to serve  until  the next  annual  meeting  of the
shareholders of the Trust:

                                                      Number of shares
                                                 For                  Against
                                              ---------               -------
              Mike Bahn ...............       4,210,265               13,810
              Larry Brown .............       4,210,265               13,810
              Terry Hays ..............       4,205,265               18,810
              Robert E. Martin ........       4,210,265               13,810
              Bill R. McMorries .......       4,210,265               13,810
              Steve Rogers ............       4,210,265               13,810
              Jack R. Vincent .........       4,210,265               13,810


Additionally,  shareholders  voted  to  ratify  Clifton  Gunderson  P.L.L.C.  as
auditors for the year ending March 31, 1999 as follows:

              For .....................               4,143,485
              Against .................                     606
              Abstain .................                  79,984


Item 6. Exhibits and Reports on Form 8-K:

(a)    Exhibits:  None.

(b)    Reports on Form 8-K:  None.


                                      -9-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST

                                   SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                CHURCH LOANS & INVESTMENTS TRUST



DATE: February 12, 1999                            BY:/s/ B.R. McMorries
                                                   -----------------------------
                                                   B.R. McMorries,
                                                   Chairman of the Board of
                                                   Trust Managers


DATE: February 12, 1999                            BY:/s/ Kelly Archer
                                                   -----------------------------
                                                   Kelly Archer
                                                   Chief Financial Officer





                                      -10-