SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                               FORM 10-QSB/A

             Amended Quarterly Report Under Section 13 or 15 (d)
                  of the Securities Exchange Act of 1934

                     For Quarter Ended September 30, 1998

                         Central Index Key #856572
                    Commission File Number:  33-31566

                ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.

         Exact Name of Registrant as Specified in its Charter

               Delaware                                77-0219055
     State or Other Jurisdiction of          IRS Employer Identification 
     Incorporation or Organization           Number

10096 Sixth Street, Units M-P
Rancho Cucamonga, California                 91730
Address of Principal Executive Offices       Zip Code

                               (909) 466-0081
                       Registrant's Telephone Number,
                            Including Area Code
                                
                                     N/A
              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              No   X

As of  September 30, 24,685,884 shares of common stock; 23,402,622 Class A and
23,402,622 Class B common stock purchase warrants were outstanding.

Transitional Small Business Disclosure Format:  Yes            No     X



Item 1.  Financial Statements.

     See attached.

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

     Since inception in 1989, the Registrant has relied principally on the
proceeds from one public and several private offerings of its securities to
fund operations.  The Registrant has used the proceeds from these offerings
and the limited revenues it has received from sales of the Registrant's
products to fund research and development activities and to cover its
recurring operating deficits.  From inception in March, 1989 to September,
1998 a total of 12,764,601 has been received from these financing activities. 
At September 30, 1998, the Registrant had cash and cash equivalents totaling
32,192 available to cover recurring operating deficits and research and
development expenses.

     The Registrant incurs considerable expense in demonstrating and testing
its products.  Government approvals for each of the products and adaptations
thereto must be obtained before its products may be marketed.  The Registrant
is also incurring substantial expenses in demonstrating its products to
prospective customers, both civilian and governmental.  During 1995 , the
Registrant's Board of Directors determined that the results of its marketing
efforts in conjunction with its recently developed blend center warranted
concentrating marketing efforts on the distribution of blend centers with
particular concentration on regional and national restaurant chain
franchisees.  As a result, it changed its marketing strategy to one whereby it
is currently attempting to establish relationships with owners of regional and
national restaurant chain franchises, while also pursuing relationships with
other potential high volume consumers in both the civilian and governmental
sectors in an effort to broaden its distribution and gain market acceptance. 
A significant number of such relationships have been established to date. 
Management believes that this approach will result in substantially higher
revenues from product sales and thereby significantly improve the Registrant's
liquidity.

     The Registrant's long term viability is dependent upon improving
liquidity through increased product sales.  In the interim, Management
believes that the current cash in its account and cash from ongoing operations
should be adequate to meet its research and development, marketing,
administrative expenses and cash commitments through fiscal 1998 or until the
Registrant reaches consistent profitability from ongoing internal operations
if that is later.  The Registrant may continue to offer its securities on a
public or private basis as a means of supplementing its liquidity from ongoing
operations.

     Other than continuing development expenses related to new products,
estimated to be 3% of the Registrant's net revenues on an annual  basis,
commitments under facilities leases totaling $185,200 through August, 1999,
the Registrant has no other known commitments for its capital resources as of 
September 30, 1998.  Management believes that cash available from ongoing
operations and, if necessary, from additional financing, will cover these
commitments.

     The Registrant's total assets decreased from $714,302 at June 30, 1998,
to $709,211 at September 30, 1998.  The decrease of $5,091 (.007%) was
primarily due to decreased of inventory and  property and equipment, and an
increase in cash.

     The Registrant's total liabilities decreased from $1,994,598 at June 30,
1998, to $1,990,897 at September 30, 1998.  The decrease of  $3,701 (.18%) was
primarily due to decrease in accounts payable.

     The Registrant's accrued expenses increased from $525,824 at June 30,
1998, to $536,140 at September 30, 1998.  The increase of $10,316 (1.92%) was
due to an increase in accrued sales tax and  payable to officers.

     The Registrant's accrued expenses increased  from $6,500 at September
30, 1997 to $360,627 at December 31, 1998, to $536,140 at September 30, 1998.
Total increase of  $354,127 (98.19%) and $175,513 (32.74%), respectively. 
These increases were due primarily to accrued interest on notes, payroll and
related taxes, and  anticipated legal expenses.

     The Registrant's notes payable increased  from  $922,359 at September
30, 1997 to $1,033,242 at December 31, 1997, to $1,052,931 at September 30,
1998.  Total increase of $110,883 (10.73%) and increase of $19,689 (1.87%),
respectively.  These respective increases were due to (i) notes converted to
common stock or common stock subscribed as of June 30, 1997; and, (ii) the
accrual of  certain services provided to the Registrant during the period.

     The Registrant's accounts payable decreased  from $750,550 at September
30, 1997 to $247,119 at December 31, 1998, to $397,112 at  September 30, 1998.
Total decrease of $503,431 (67.07%) and increase of $149,993 (37.77%),
respectively.  The increase was due to operating expenses for the periods,
increased inventory purchases.

     The Registrant's accumulated deficit increased from $9,677,327 at
September 30, 1997 to $12,449,288 at December 31, 1998, to $13,198,798 at 
September 30, 1998. Total increase of $2,771,961 (22.26%) and increase of
$749,510 (5.68%), respectively, as a result of increased net losses from
operations.

     Since inception, the Registrant has experienced significant losses from
operations in each successive period.  In the nine months ending September 30,
1998, as compared to the nine months ended September 30, 1997,  net loss from
operations decreased $931,469 (55.41%), from $1,681,060 September 30, 1997 to
$749,591 September 30, 1998;  gross sales of products increased  $153,077
(38.69%) from $242,596 to $395,673; cost of product sales increased $37,878
(11.80%) from $283,171 to $321,049; selling, general and administrative
expenses decreased $788,324 (49.35%) from $1,597,328 to 809,004; and other
income and expenses decreased $27,945 (64.75%) from $43,156 to $15,211.

     Management expects to be able to maintain or improve gross profit
margins into the future.  Currently, the Registrant sells most of its products
by the gallon in various sized containers and prices its products based on
container size.  The Registrant has experienced no price pressure and
structures its prices to be competitive with other products sold in similar
markets.

     Since inception, the Registrant has primarily used equity financing
transactions and borrowings convertible to equity securities to improve its
liquidity while operations have been unable to generate adequate working
capital.  Net cash used in operating activities for the six months ended June
30, 1998 was <$44,689.>.

     As a result of what Management perceives to be an ever-increasing
societal emphasis on the utilization of environmentally responsible products
in a responsible and efficient manner, Management believes that the
Registrant's products, which are principally aqueous based, non-toxic and
biodegradable, have significant future market potential, especially when
considered in conjunction with the Registrant's blend center method of product
distribution, although the extent of that potential can not be determined at
this time.



                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     Through legal counsel, Management is currently involved in discussions
and negotiations with J.W. Rutherford relative to certain issues which have
arisen from the circumstances surrounding, and activities underlying, Mr.
Rutherford's termination as President of the Registrant.  Other than as
described below, neither party has commenced litigation over these issues,
though the possibility remains that the Registrant could become involved in
litigation regarding the resolution of these issues.

     On December 4, 1998, the Registrant was served with a lawsuit commenced
by J.W. Rutherford as Plaintiff on November 23, 1998 in the Montana Sixth
Judicial District Court, Park County, Montana.  In the complaint, the
Plaintiff claims to be the sole and rightful owner of certain Montana cabin
properties which were, at one point, owned by the Registrant, and claims that
such properties were purchased with Mr. Rutherford's money for his sole and
exclusive use.

     The complaint alleges, among other things, (i) that the properties were
purchased by Mr. Rutherford because his wife, Carol Rutherford, is from
Montana and her mother lives near the properties; (ii) that the Registrant
owes Mr. Rutherford in excess of $500,000 from unpaid wages and personal loans
he made to the Registrant; (iii) that it had been agreed between Mr.
Rutherford and the Registrant that the properties were being purchased for Mr.
Rutherford's exclusive and perpetual ownership, possession, control and quiet
enjoyment in consideration for his performance, unpaid wages and unpaid loans
to the Registrant.

     The complaint also seeks compensatory and special damages and attorneys'
fees.  The Registrant has filed its answer, denying these claims as part of
its ongoing, vigorous efforts to resolve all of the Registrant's issues with
Mr. Rutherford.

     The Registrant is also involved in certain legal proceedings and claims
that arise in the normal course of business.  Management does not believe that
the outcome of these matters will have a material adverse effect on the
Registrant's financial position or results of operations.

Item 2.  Changes in Securities.

     None.

Item 3.  Defaults Upon Senior Securities.

     None.

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

     None.

Item 5.  Other Information.

     On September 25, 1998, the Registrant's Board of Directors suspended J.W.
Rutherford, without pay, from all of his Officer positions pending the outcome
of an investigation into his performance and conduct while in those roles.  At
a duly called and noticed meeting of the Board of Directors held in the
offices of the Registrant's legal counsel on October 22, 1998, the Board of
Directors terminated Mr. Rutherford, for cause, effective September 25, 1998,
based upon the results of its investigation into his conduct and performance. 
Mr. Rutherford is no longer employed in any capacity by the Registrant and his
position as a member of the Company's Board of Directors will end on the date
of the upcoming shareholders' meeting.  In a related matter, Management is
pursuing the return of the 2,000,000 Units of Registrant's securities issued
to Mr. Rutherford as a $1,000,000 bonus, which securities were forfeited back
to the Registrant according to an applicable forfeiture provision upon Mr.
Rutherford's termination.

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

     None.

                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amended Report to be signed on its behalf by
the undersigned thereunto duly authorized.

Date:  January 15, 1999         ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.



                                By:  /s/ Brent J. Humphrey
                                     Brent J. Humphrey, President, Chief 
                                     Executive Officer and Chief Financial and 
                                     Accounting Officer



                      Ultra Shield Products Int'l, Inc.
                                Balance Sheet
                             September 30, 1998

                                   ASSETS
Current Assets

Cash In Banks
                         $      32,192.23
Accounts Receivable             
                                70,362.63
Notes Receivable                
                                61,429.43
Inventory                      
                               176,785.84
Prepaid Expenses
                                <4,542.03>
                         _________________
Current Assets
                               336,228.10
Property and Equipment
                                92,473.61

Other Assets
                               280,509.49
                         _________________

Total Assets                                $      709,211.20
                                            ==================


                         LIABILITIES AND CAPITAL
Current Liabilities
                         $   1,986,183.65

Long-Term Liabilities
                                 4,713.34
                         _________________

Total Liabilities                                1,990,896.99

Capital
  Common Stock                   2,468.35
  Notes Reciv-Subscribers   <1,000,000.00>
  Additional Paid In 
    Capital                 12,914,601.51
  Retained Earnings 
    (Deficit)              <12,449,206.37>
  Net Income                  <749,549.28>
                         _________________

Total Capital                                   <1,281,685.79>
                                            __________________

Total Liabilities & Capital                 $      709,211.20
                                            ==================



                      Ultra Shield Products Int'l, Inc.
                              Income Statement
               For the Nine Months Ending September 30, 1998

                                  Current Quarter          Year to Date
Net Revenues                  $      135,791.52      $      395,960.46

Cost of Sales                        104,450.97             321,049.40

Gross Profit                          31,340.55              74,911.06
                              __________________     __________________


Total Expenses                       228,924.97             824,460.34
                              __________________     __________________

Net Income                    $     <197,584.42>     $     <749,549.28>
                              ==================     ==================



                     Ultra Shield Products Int'l, Inc.
                          Statement of Cash Flow
               For the nine Months Ended September 30, 1998

                                          Current Month        Year to Date

Cash used in operating activities
  Net Income                          $    <197,584.42>   $    <749,549.28>
  Adjustments to reconcile net 
    income to net cash provided by 
    operating activities
  Depreciation                               14,880.00           44,640.00
  Current assets                             37,913.01           41,644.17
  Current Liabilities                        12,174.75          168,831.45
                                      _________________   _________________

Total Adjustments                            64,967.76          255,115.62
                                      _________________   _________________

Net Cash provided by Operations            <132,616.66>        <494,433.66>
                                      _________________   _________________


Cash Flows from investing activities
                                               <141.59>          <1,063.94>
                                      _________________   _________________

Net cash used in investing                     <141.59>          <1,063.94>
                                      _________________   _________________



Cash Flows from financing activities
                                            196,194.00          533,462.69

                                            <15,876.04>         <36,016.21>
                                      _________________   _________________

Net cash used in financing                  180,317.96          497,446.48
                                      _________________   _________________

Net increase <decrease> in cash       $      47,559.71    $       1,948.88
                                      =================   =================



Summary
  Cash Balance at End of Period       $      32,192.23    $      32,192.23
  Cash Balance at Beginning of P             20,416.23          <29,321.00>
                                      _________________   _________________

Net Increase <Decrease> in Cash       $      52,608.46    $       2,871.23
                                      =================   =================



                       Ultra Shield Products Int'l, Inc.
                 Statement of Changes in Financial Position
                   For the nine months ended September 30, 1998



                                          Current Month        Year To Date

Sources of Working Capital
  Net Income                          $    <197,584.42>   $    <749,549.28>
  Add back items not requiring
    working capital
  Depreciation                               14,880.00           44,640.00
                                      _________________   _________________

  Working capital from operations          <182,704.42>        <704,909.28>
Other sources
  Sale of old equipment                     196,194.00          534,385.04
                                      _________________   _________________

Total sources                                13,489.58         <170,524.24>
                                      _________________   _________________

Uses of working capital
  Equipment purchase                        <16,017.63>         <37,080.15>
                                      _________________   _________________

Total uses                                  <16,017.63>         <37,080.15>
                                      _________________   _________________

Net change                            $      <2,528.05>   $    <207,604.39>
                                      =================   =================

Analysis of componants of changes
Increase <Decrease> in Current 
  Assets
  Stock repurchases                   $       9,646.70    $     <38,772.94>
<Increase> Decrease in Current 
  Liabilities
  Stock repurchases                         <12,174.75>        <168,831.45>
                                      _________________   _________________

Net change                            $      <2,528.05>   $    <207,604.39>
                                      =================   =================



ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR QUARTER ENDING SEPTEMBER 30, 1998

                                                      Common Stock  Additional
                                 Common Stock          Subscribed    Paid-in
                              Shares       Amount   Shares   Amount  Capital

Balance, June 30, 1998      23,743,486     2,374      0        0    12,718,501 
Shares issued for
  common stock subscribed                      0 
  cash                         177,551        18                        46,100 
  services rendered             14,979         1 
  notes payable                641,113        64                        
  in lieu of interest          108,755        11 
Shares canceled                                0
Shares reacquired                              0
Unrealized loss on 
  investments                                  
Net loss

Balance, September 30, 1998 24,685,884     2,468      0        0    12,764,601 



ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Continued)
FOR QUARTER ENDING SEPTEMBER 30, 1998

                                          Unrealized            Note
                                            Holding          Receivable
                                            Loss on             from
                                          Investments       Stockholder

Balance, June 30, 1998                         0           (1,000,000)
Shares issued for
  common stock subscribed     
  cash                         
  services rendered           
  notes payable                
  in lieu of interest            
Shares canceled
Shares reacquired            
Unrealized loss on 
  investments
Net loss

Balance, September 30, 1998                         0           (1,000,000)



ULTRA SHIELD PRODUCTS INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Continued)
FOR QUARTER ENDING SEPTEMBER 30, 1998


                                       Accumulated
                                         Deficit                  Total

Balance, June 30, 1998                (12,980,461)             (1,259,585)     
Shares issued for                                                       0
  common stock subscribed                                               0
  cash                                                             46,118
  services rendered                                                     1
  notes payable                                                        64
  in lieu of interest                                                  11
Shares canceled                                                         0
Shares reacquired                                                       0
Unrealized loss on                                  
  investments                                                           0
Net loss                                 (167,390)               (167,390)

Balance, September 30, 1998           (13,147,851)             (1,380,781)