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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A

              [x] Quarterly Report Pursuant to Section 13 or 15(d)
                         Securities Exchange Act of 1934
                   for the Quarterly Period Ended June 30, 1998

                                      -OR-

              [ ] Transition Report Pursuant to Section 13 or 15(d)
                   of the Securities And Exchange Act of 1934
              for the transaction period from _________ to________

                         Commission File Number 0-14646


                          Entertainment International Ltd.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             New York                                   06-1113228
--------------------------------------------------------------------------------
 (State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation or organization)


                7380 Sand Lake Road, Suite 350, Orlando, FL 32819
--------------------------------------------------------------------------------
               (Address of principal executive offices, Zip Code)


                                 (407) 351-0011
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                          Airship International Ltd.
--------------------------------------------------------------------------------
               (Former name, former address and former fiscal
                     year,if changed since last report)


     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 ____



       The number of outstanding shares of the registrant's common stock,
               par value $.01, as of June 30, 1998 is 54,047,000.

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PART II

ITEM 1. LEGAL PROCEEDINGS. Not Applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. At the Annual Meeting of
Shareholders held on June 10, 1998, it was resolved to amend the Company's
Certificate of Incorporation to convert each issued and outstanding share of the
Company's 8% Cumulative Convertible Preferred Stock, $.01 par value per share,
into three shares of the Company's Common Stock, par value $.01 per share. In
connection with such amendment, the preferred shareholders waived their rights
to the accrued but undeclared preferred dividends and the authorized but
unissued shares of Preferred Stock were removed as authorized stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held
its Annual Meeting of Shareholders on June 10, 1998. The number of shares of
Common Stock with voting rights as of the record date represented at the
meeting either in person or by proxy was 39,203,910 shares or 89.31% of the
eligible outstanding Common Stock of the Company and the number of shares of
Preferred Stock with voting rights as of the record date represented at the
meeting either in person or by proxy was 2,066,710 or 92.71% of the eligible
outstanding Preferred Stock of the Company. Five proposals were voted upon by
the shareholders. The proposals and the voting results follow:

PROPOSAL 1

     Each of the three persons listed below were elected as directors to serve
until the next Annual Meeting or until his successor is elected and qualified.
The number of votes for and withheld by the holders of shares of Common Stock
and Preferred Stock, voting together, for each individual is listed next to his
name.

<TABLE>
<CAPTION>
      Name               For         Withheld
      ----               ---         --------
<S>                   <C>            <C>
Louis J. Pearlman     40,401,105     869,515

Alan A. Siegel        40,403,361     867,259

James J. Ryan         40,407,861     862,759
</TABLE>

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PROPOSAL 2

     It was resolved to amend the Company's Certificate of Incorporation to
change the purposes for which the Company is formed. The number of votes for,
against and abstaining on this proposal by the holders of shares of Common Stock
and Preferred Stock, voting together, was as follows:

<TABLE>
<CAPTION>
     For         Against     Abstain
     ---         -------     -------
  <S>            <C>         <C>
  26,458,814     538,007     69,193
</TABLE>

PROPOSAL 3

     It was resolved to amend the Company's Certificate of Incorporation to
increase the authorized number of shares of the Company's Common Stock, par
value $.01 per share, from 80,000,000 to 110,000,000. The number of votes for,
against and abstaining on this proposal by the holders of shares of Common Stock
and Preferred Stock, voting together, was as follows:

<TABLE>
<CAPTION>
     For         Against     Abstain
     ---         -------     -------
  <S>            <C>         <C>
  40,311,611     875,040     83,969
</TABLE>

PROPOSAL 4

     It was resolved to amend the Company's Certificate of Incorporation to
convert each issued and outstanding share of the Company's 8% Cumulative
Convertible Preferred Stock, $.01 par value per share, into three shares of the
Company's Common Stock, par value $.01 per share. The number of votes for,
against and abstaining on this proposal by the holders of shares of Common Stock
and Preferred Stock, voting together, and by the holders of shares of Preferred
Stock, voting as a class, was as follows:

<TABLE>
<CAPTION>
     Common Stock and Preferred Stock
            (Voting together)
     --------------------------------
     For         Against     Abstain
     ---         -------     -------
 <S>            <C>          <C>
 25,540,715     1,014,992    94,042
</TABLE>

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<TABLE>
<CAPTION>
             Preferred Stock
           (Voting as a Class)
     --------------------------------
     For         Against     Abstain
     ---         -------     -------
  <S>           <C>          <C>
  1,158,474      139,583     1,300
</TABLE>

PROPOSAL 5

     It was resolved to ratify the appointment of C.M. Meeks & Company, P.A., as
independent accountants of the Company for the fiscal year ending December 31,
1998. The number of votes for, against and abstaining on this proposal by the
holders of shares of Common Stock and Preferred Stock, voting together, was as
follows:

<TABLE>
<CAPTION>
     For         Against     Abstain
     ---         -------     -------
  <S>            <C>         <C>
  40,593,285     500,078     177,257
</TABLE>

ITEM 5. OTHER INFORMATION. Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following exhibits are included unless otherwise indicated: 3.1
Certificate of Amendment to Certificate of Incorporation and 27.1 Financial Data
Schedule.

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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                             AIRSHIP INTERNATIONAL LTD.

Dated:  January 22, 1999          By:  /s/ Louis J. Pearlman
                                  --------------------------
                                  Louis J. Pearlman
                                  Chairman of the Board of
                                  Directors, President and
                                  Treasurer (Principal Executive
                                   and Financial Officer)

Dated:  January 22, 1999          By:  /s/ Alan A. Siegel
                                  -----------------------
                                  Alan A. Siegel
                                  Secretary & Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

Dated:  January 22, 1999          By: /s/ James J. Ryan
                                  ---------------------
                                  James J. Ryan
                                  Director


                                       10

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