SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                 Amendment No. 1 to Annual Report on Form 10-KSB
                   for the fiscal year ended December 31, 1998

(Mark One)

(X)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 1998 or

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ____________ to ____________.

                         Commission file number 0-26548

                           Legal Research Center, Inc.
                 (Name of Small Business Issuer in Its Charter)

          Minnesota                                              41-1680384
(State or Other Jurisdiction                                   (IRS Employer
of Incorporation or Organization)                            Identification No.)

700 Midland Square Building, 331 Second Ave. So., Minneapolis, MN    55401
(Address of Principal Executive Offices)                          (Zip Code)

Issuer's Telephone Number, Including Area Code:   612/332-4950

Securities registered under Section 12(b) of the Exchange Act:  None.

Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.01 per share
                                (Title of Class)

     Check whether the issuer 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 __

                            [Cover page 1 of 2 pages]


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     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB ___.

     State issuer's revenues for its most recent fiscal year. $2,403,079

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and ask prices of such  stock,  as of a  specified  date  within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

                         $1,066,003 as of March 15, 1999



                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

              3,334,133 shares of Common Stock as of March 15, 1999


                       DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to  security-holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly  described  for   identification   purposes  (e.g.,   annual  report  to
security-holders for fiscal year ended December 31, 1996).

     Definitive Proxy Statement of Legal Research Center,  Inc., relating to the
Annual  Meeting  of  Shareholders  to be held  in June  1998  (the  "1998  Proxy
Statement") (incorporated by reference into Part III of this Form 10-KSB).

                            [Cover page 2 of 2 pages]

                                EXPLANATORY NOTE

     This Report on Form  10-KSB/A  amends and  restates in their  entirety  the
following  items of the Annual Report on Form 10-KSB of Legal  Research  Center,
Inc. (the "Company") for the fiscal year ended December 31, 1998 (the "1998 Form
10-KSB").

     The  aggregate  market  value  of  voting  stock  held  by  non-affiliates,
contained on the cover page of the 1998 Form 10-KSB,  has been amended to change
the date from March 15, 1998 to March 15,  1999.  The  information  contained in
Item 6 of the 1998 Form 10-KSB has been amended and restated to include  Results
of Operations  for the "Year ended  December 31, 1997 compared to the year ended
December 31, 1996", which was inadvertently omitted from the 1998 Form 10-KSB.


<PAGE>



Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

General

     The  following  discussion  and  analysis  provides  information  that  the
Company's  management believes is relevant to an assessment and understanding of
the Company's  results of operations and financial  condition.  This  discussion
should be read in conjunction with the financial  statements and footnotes which
appear elsewhere in this Report.

     In connection with the "safe harbor"  provisions of the Private  Securities
Litigation  Reform Act of 1995,  the Company  cautions  readers that  statements
contained herein, other than historical data, may be forward-looking and subject
to risks and  uncertainties  including,  but not limited to the  continuation of
revenues   through  the  Company's   strategic   alliances  and  the  successful
development of other new business.  The following  important factors could cause
the  Company's  actual  results to differ  materially  from those  projected  in
forward-looking statements made by or on behalf of the Company:

     o    Company's dependence on a major customer or customers.

     o    Failure of the  Company  or its  partners  successfully  to expand its
          market share and sell products and services.

     o    Company's  inability  to produce and deliver its products and services
          at margins sufficient to cover operating costs.

     o    Company's  inability to continue operating due to insufficient cash or
          capital.

     The  Company's  revenues  have  historically  been derived from  conducting
analytical research and writing on a non-recurring  basis for its customers.  In
1998, 10 customers  accounted for approximately  60% of the Company's  revenues.
The  loss of one or more of  these  customers  without  the  Company  generating
replacement  business  would have a  material  adverse  impact on its  financial
condition.  Historically,  the Company has experienced a seasonal fluctuation in
revenues with the second and third  quarters  being the slowest  quarters of the
year and the last quarter being the strongest.

     The Company has expended an aggregate of  $3,721,557  due to losses in 1996
and 1997. Steps taken in 1997 and 1998, including the discontinuation of The Law
Office and the write-down  thereof,  enabled it to achieve  profitability by the
third Quarter of 1998.

Results of Operations

Year ended December 31, 1998 compared to the year ended December 31, 1997

     Revenues:  Revenues  increased by $624,046 or 35%, to  $2,403,079  for 1998
compared to 1997 revenues of  $1,779,033.  The increase in revenues is primarily
attributable to increased sales to corporate customers.

     Direct Operating  Costs:  Direct operating costs for compensation and other
benefits  include hourly  contract fees for independent  research  attorneys and
hourly compensation of staff research 

<PAGE>

attorneys,  document  production and support  personnel.  Other direct operating
costs include outside  research fees and services,  royalty fees for association
referrals,  computer  database charges and document  retrieval  expenses.  Total
direct operating costs increased $75,155, or 7%, to $1,144,488, compared to 1997
direct  operating costs of $1,069,333.  This increase is directly related to the
increase in revenue in 1998.

     Gross  Profit:  Gross  profit  increased  $548,891,  or 77%, to  $1,258,591
compared to 1997 gross profit of $709,700.  As a  percentage  of revenue,  gross
profit  increased  to 52% in 1998  compared  to 40% in 1997.  The  increase  was
principally  due to  increased  efficiency  in the  production  of research  and
writing.

     Other  Operating  Costs:  Other  operating  costs include  compensation  of
officers,  sales and other corporate  staff,  advertising  and direct  marketing
expenditures  and  general  corporate  overhead,   including   depreciation  and
amortization.  These costs decreased  $472,592,  or 28%, to $1,205,585 over 1997
costs of $1,678,177. Other operating costs decreased as a percentage of revenues
from 94% in 1997 to 50% in 1998.  The  decrease in these  costs by category  was
$281,166,  or 36%,  for sales and  marketing;  $191,426,  or 21%, in general and
administrative.  The  decrease  in  sales  and  marketing  costs  was due to the
reduction of the sales and support staff and decreased marketing and advertising
expenditures.  General  and  administrative  expenditures  decreased  due to the
reduction  of  the  support  and  management  staff,   decreases  in  management
compensation and decreases in operating  expenses (travel,  accounting and legal
support and supplies).

     Depreciation   and   Amortization:   The  Company  had   depreciation   and
amortization of $155,081 in 1998 compared to $193,736 in 1997.

     Earnings Before Interest,  Taxes,  Depreciation and Amortization:  Earnings
before interest, taxes, depreciation and amortization were $223,203, or $.10 per
share for 1998, compared to a loss of $1,871,268 or $.82 in 1997.

     Net Income (Loss):  The Company earned $55,240 or $.02 per share (basic and
diluted)  for  the  year  ended  December  31,  1998,  compared  to a loss  from
continuing operations of $940,479 or $.41 per share for the comparable period in
1997.  The 105%  change in the  income/loss  per  share was the  result of a 35%
increase in revenue offset by a 7% increase in direct operating  costs,  further
offset  by a 28%  decrease  in  other  operating  costs  through  the  continued
downsizing of the Company's infrastructure.

Year ended December 31, 1997 compared to the year ended December 31, 1996

     Revenues declined by $956,738, or 35%, to $1,779,033,  for 1997 compared to
1996 revenues of $2,735,771.  The decrease in revenues is primarily attributable
to the 1996  production of a large  multi-jurisdictional  survey that  comprised
$1,323,445,  or 48% of 1996  revenue.  Ongoing  revenue  from  that  survey  was
approximately  $155,000  in 1997.  Multi-jurisdictional  surveys  are  typically
non-recurring  projects. In some instances on-going revenue will be derived from
updating completed survey projects quarterly or annually.  The Company refocused
its efforts in 1997 on core  research and writing  business and revenues in that
area  increased  by 56%.  1997 core  research  revenues  increased  to  $864,585
compared to 1996 core research revenues of $553,071.

     Direct  operating costs for  compensation and other benefits include hourly
contract fees for  independent  research  attorneys and hourly  compensation  of
staff  research  attorneys,  document  production and support  personnel.  Other
direct operating costs include outside research fees and 

<PAGE>

services, royalty fees for association referrals,  computer database charges and
document retrieval expenses.

     Total direct  operating  costs  decreased  $604,060,  or 36%, to $1,069,333
compared to 1996 direct  operating  costs of $1,673,393.  The decrease in direct
operating  costs is primarily  due to lower  personnel  costs in 1997,  when the
company eliminated the hiring of independent  attorneys and fees paid to outside
firms to  complete  the large  multi-jurisdictional  research  project  in 1996.
Throughout  1997,   measures  have  been  implemented  to  reduce  research  and
production costs.

     Gross profit decreased $352,678, or 33%, to $709,700 compared to 1996 gross
profit of  $1,062,378  due to the reasons  discussed  above.  As a percentage of
revenue,  gross  profit  increased to 40% in 1997  compared to 39% in 1996.  The
increase was  principally  due to increased  efficiency in the  production of in
core research and writing.

     Other  operating costs include  compensation  of officers,  sales and other
corporate  staff,  advertising  and direct  marketing  expenditures  and general
corporate  overhead,  including  depreciation  and  amortization.   These  costs
decreased  $480,741,  or 22%, to $1,678,177  over 1996 costs of $2,158,918.  The
decrease  in these  costs by  category  was  $216,236,  or 22%,  for  sales  and
marketing;  $264,505,  or 23%, in general and  administrative.  The  decrease in
sales and  marketing  costs was due to the  reduction  of the sales and  support
staff  and  decreased  marketing  and  advertising  expenditures.   General  and
administrative  expenditures  decreased  due to the reduction of the support and
management  staff,  decreases  in  management   compensation  and  decreases  in
operating expenses (travel, accounting and legal support and supplies).

     The Company reports a loss from discontinued operations of its subsidiaries
of  $407,517  in  1997,  compared  to a loss of  $563,913  in  1996.  Due to the
continuing negative cash flow, funding for the Company's  subsidiaries ceased at
the  end of  second  quarter.  The  Company  recorded  a  $717,008  loss  on the
discontinuation  of  operations of The Law Office,  which  consists of a noncash
charge for intangible assets totaling  $623,200,  a noncash valuation charge for
computers  and  equipment of $20,000,  and a provision  for  operating  expenses
during the phase-out period of approximately $73,800.

     Interest income decreased $98,613, or 78%, to $27,998 in 1997 over interest
income of  $126,611  in 1996.  The  decrease  in  interest  income  was due to a
declining  balance on invested  cash  proceeds  received in the IPO completed in
August of 1995.

Year 2000

     The Company's  information  systems and accounting  employees have examined
all its internal  systems,  including  hardware and software,  and believes that
year 2000 issues will not materially affect its business,  results of operations
or financial  condition.  The Company  relies  primarily on current  versions of
WordPerfect and Word which it believes are not subject to year 2000 issues.  The
Company's accounting and record-keeping systems - relying primarily on Microsoft
ACCESS,  Windows NT and Peachtree,  it believes, are year 2000 compliant and, in
any event,  are not 2-digit date  dependent.  Additionally,  its  accounting and
record keeping systems can be replicated  easily and manually.  Primary research
sources relied upon are WESTLAW and LEXIS,  which the Company  believes are year
2000  compliant  but which are,  nevertheless,  significantly  redundant to each
other and to easily-accessible print sources.


<PAGE>

Liquidity and Capital Resources

     At December 31, 1998, the Company had cash and cash equivalents of $436,110
and working capital of $812,006.  At the same time in 1997, the Company had cash
and cash equivalents of $165,924 and working capital of $391,990.

     In 1997,  the Company  instituted  specific  cost control  measures such as
hiring and wage freezes and reductions,  to reduce  expenditures in all areas of
its operation.  The Company expected that by the end of 1997, expenditures would
be funded almost  exclusively by funds  generated from  operations.  The Company
reached that goal during the first half of 1998, and raised  additional  working
capital in the form of convertible  debt. The debt consists of two notes payable
incurred in 1998 totaling  $200,000 with interest  payments at an annual rate of
10%, and is convertible at $1 per share.

     Net cash provided by operating  activities  was $28,081 in 1998 compared to
$600,745  net cash used in  operating  activities  in 1997.  The Company had net
income of $55,240  compared to a net loss of  $2,065,004 in 1997 for the reasons
discussed above.

     Investment  activities  provided $42,105 in 1998 through cash received on a
note receivable plus proceeds from the sale of equipment.  Financing  activities
provided $200,000 from notes payable discussed above.

     The Company does not anticipate the payment of cash dividends on its Common
Stock in the foreseeable  future.  It is anticipated  that profits received from
operations will be devoted to the Company's future  operations.  Any decision to
pay dividends  will depend upon the Company's  profitability  at the time,  cash
availability and other factors.

Business Outlook

     The Company expects to continue to benefit from it's  restructuring,  which
began in July 1, 1997, with the  discontinuation of operations of The Law Office
(TLO) on June 30,  1997.  Until that time,  the  Company  was  burdened  with 1)
continued  expenses for the funding of TLO, with inadequate revenue from TLO, 2)
low gross margins in the core research  business and 3) increased  overhead from
an infrastructure developed to support revenues of $3 - 5 million.

     Starting  July 1, 1997,  the  Company  sought to improve  gross  margins by
restructuring  research  procedures and compensation,  raising and restructuring
pricing,  and utilizing the technology  developed with its new infrastructure to
reduce and eventually eliminate its production  department.  The Company reduced
overhead by reducing management  compensation by 10% - 30%,  restructuring sales
compensation,   reducing   non-research   staff  by  attrition  and  layoffs  by
two-thirds,  and reducing or eliminating all other fixed  expenses.  The Company
hopes to maintain  annual gross margins of 50% or better and hopes overhead will
continue to be static or grow at a rate significantly lower than revenue.

     The  Company  continues  to focus  its  marketing/sales  efforts  on direct
marketing  of  its  traditionally-strong  products  and  services.  The  Company
believes the market for the outsourced  legal  research and writing  services it
provides to be growing and that it can  continue  to increase  revenues  for the
foreseeable future.



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                                    SIGNATURE

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

                                     LEGAL RESEARCH CENTER, INC.


Dated April 15, 1999                 By:      /s/ Christopher R. Ljungkull
                                           -------------------------------
                                            Christopher R. Ljungkull, CEO