UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549



                                   FORM 10-K

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

                                      OR

For the fiscal year ended DECEMBER 31, 1998

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

Commission File Number: 0-08962

                        KENILWORTH SYSTEMS CORPORATION
            (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
                New York                        13-2610105
<S>                                      <C> <C>
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)       Identification Number)
  54 Kenilworth Road, Mineola, New York            11501
(Address of principal executive offices)        (Zip Code)
</TABLE>
      Registrant's telephone number, including area code: (516) 741-1352

          Securities registered pursuant to section 12(b) of the Act:

        Title of each class       Name of each exchange on which registered

                NONE                                  OTC BULLETIN BOARD

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

                   COMMON STOCK, PAR VALUE $.01 PER SHARE
                               (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-K  (<section>229.405  of  this chapter) is not contained
herein, and will not be contained, to the best of  the  registrant's knowledge,
in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]
<PAGE>
Indicate  by  check  mark  whether the Registrant has filed all  documents  and
reports required to be filed  by  Section  12,  13  or  14(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities  under a plan
confirmed by court. Yes [X }  No [ ]

    The  number  of  shares  outstanding  of  the company's common stock as  of
December 31, 1998 totaled 60,477,352 shares.

    The  aggregate  market  value of the voting stock  held  by  non-affiliates
(49,989,687 shares) of the Company  on  March 5, 1999 was $8,498,246. The price
at which the common stock sold on the aforesaid date was $.17.

    The  report includes financials for the  period  that  is  required  to  be
audited. The  Audit  Report  is  delayed.  The  Company  does  not  expect  any
significant change in the results of operation and balance sheets (See Item 9).

<PAGE>
                                  PART I

Item I - Description of Business

THE COMPANY:

     Kenilworth  Systems  Corporation  (hereinafter called the "Company" or
"Kenilworth" was incorporated on April 25, 1968 under the laws of the State
of New York.

RECENT EVENTS:

     The Company emerged from Chapter 7 bankruptcy proceedings on September
29, 1998 when the Trustee for the Estate  of  Kenilworth paid, in cash, one
hundred percent (100%) of all approved creditors  claims and administration
fees  and  expenses  out  of  the  $4,424,056  proceeds from  the  sale  of
substantially  all  of the assets of the Kenilworth  Estate  recoveries  of
receivables and interest  income. Pursuant to the Asset Sale Agreement, the
purchaser was entitled to receive  any  cash  funds  remaining  up  to  One
Million  Dollars  ($1.0  million)  after  all  claims  were  paid  in full.
Accordingly, $123,652.62 was refunded.

     By virtue of having paid all claims in full (one hundred cents of each
dollar  claimed), the residual value consisting of approximately twenty-two
million dollars ($22,000,000.00) in unexpired net operating tax loss carry-
forward credits  belong to the Company and, in turn, to the shareholders of
Kenilworth

     To make use of  the  tax credits, the Company must have income taxable
earnings from the same type  of  business  as when the credits were earned.
Management plans to develop a casino wagering  system, dubbed "Roulabette".
Earnings  from  Roulabette  would  qualify for the tax  credits  under  the
existing tax code.  The Company had  no  other  assets  and no liabilities,
when it emerged from bankruptcy.

BUSINESS

     Prior  to February 5, 1991, when the Chapter 7 Trustee  was  appointed
and all Company  operation ceased, the Company was engaged primarily in the
development,  manufacturing  and  marketing  of  cashless  casino  wagering
systems. In a cashless  system,  coins,  bills,  and tokens are replaced by
debit cards issued by the casino operator to reduce  cash  handling and its
associated   security  costs.  In  addition,  the  system  offers  variable
denomination play  (25  cents,  50  cents,  $1.00  and  $5.00) on each slot
machine.

     The   Company   currently   will   be   engaged  in  the  development,
manufacturing,  marketing,  and operation of "Roulabette",  a  system  that
allows casino patrons to play  along with live table games in progress, via
closed  circuit  television, on Roulabette  terminals  located  within  the
casino confines. The  Roulabette  terminals  are  similar to slot machines.
They have a television screen for viewing the live  action  from  the table
games,  and a separate touch screen to place the wager. For the first  time
casino patrons  will  be  able  to  play along and participate and wager as
little  as $.25 on an 

<PAGE>

actual in-progress  casino  table  game  -  Roulette,
Craps, Baccarat,  and  Blackjack.  The Roulabette terminals accept bills in
all  denominations,  up  to $100, and pay  winnings  by  issuing  bar  code
receipts that are cashed at the casino cage.

     Ultimately the Company will propose to arrange to broadcast the closed
circuit casino table game  action throughout the United States and the rest
of the industrialized world,  via  digital  direct  TV.   This  will permit
individuals  all  over  the  world to view the live action TV broadcast  on
their television sets, and play  along  on their Personal Computers (PC's),
any time, day or night. To provide 24 hour live casino play, the broadcasts
will originate, at different times, from  casinos located in Atlantic City,
New Jersey, Las Vegas, Nevada, and Monte Carlo, Monaco.

HISTORY OF THE COMPANY:

     In  1971  the  Company  discontinued  its  business  of  teaching  the
operation of Key Punch and Key Verifier machines.  Between  1972  and 1979,
the  Company  engaged  in  the  research  and  development  of  a method to
chemically  encode  and  decode  invisible  data  into plastic cards, paper
cards,  tickets or tokens which cannot be easily counterfeited  or  altered
without destroying  the  encoded  data.  In  1979,  the  Company  commenced
commercial operations.

     The  Company  developed  a  basic  system where predetermined bits  of
information are chemically encoded between  plastic  laminates  and  can be
decoded by the Company's "reader/terminal". This is an alternate technology
to  the  magnetic  character  recognition  system used for credit cards and
other applications. The Company sold the chemically  encoded plastic cards,
together  with  card-reading  systems,  to  power plants regulated  by  the
Nuclear  Regulatory  Commission.  The cards were  used  both  for  security
purposes and to control the length  of  time  employees  spent  in  certain
restricted  areas.  The Company discontinued the sale of cards, cardreaders
and services because  of  the  general reduction of operating nuclear power
plants and events that prevented the Company from continuing its operations
in 1991 (see "Bankruptcy Conversion").

     Throughout  the  1980's  the  Company   experienced   working  capital
shortages  that  climaxed  on  August  31, 1982, when the Company  filed  a
voluntary petition for reorganization under Chapter 11 of the United States
Bankruptcy Code. From August 31, 1982 to June 7, 1985, the Company operated
during   reorganization   proceedings.   When   the   Company's   Plan   of
Reorganization was confirmed, debts for employee withholding taxes totaling
approximately $1.5 million were not discharged  and  remained  outstanding,
plus  interest and penalties. Although the Company obtained a Final  Decree
on April  27,  1988,  the  Bankruptcy  Court  retained  jurisdiction in the
matters relating to the unpaid taxes.

<PAGE>
On  February  5,  1991  the  Company's Chapter 11 case was converted  to  a
Chapter 7 proceeding and a Trustee was appointed.

     The Company and two casino  operators,  Golden  Nugget, Inc. (Mirage),
and Elsinore Corporation, sponsored legislation to permit cashless wagering
in  the  state  of Nevada.  The legislation, which is in  the  form  of  an
amendment to existing  casino  control statutes, permits the use of account
cards (debit cards) and was signed into law by Governor Richard H. Bryan on
June 13, 1985. The existing regulations for casino play in the state of New
Jersey permit the use of account cards in place of cash in their casinos.

     In April 1988 the Company entered into a contract with the Totalizator
Agency Board (the "TAB"), a statutory  agency  of  the  State  of Victoria,
Australia, to design and install computer hardware and software  and supply
plastic  wagering cards for high-tech cashless wagering facilities,  called
"Tabarets",  to  be  operated  by the TAB within the State of Victoria. The
first  Tabaret  opened on November  27,  1990  with  124  Player  Activated
Terminals ("PATs")  which  are  similar  to  slot  machines except they are
played  with  debit  cards  instead  of  coins  or tokens,  offer  variable
denomination  play and selection of five different  games.  There  are  now
13,000 PATs in  play  at 127 locations that had revenue of Australian $3.75
billion in 1997.

     From February 1991  through  September  1998, Kenilworth was inactive,
except  that  Herbert Lindo, the President and Chairman  of  the  Board  of
Directors of Kenilworth  when  the  Trustee  was  appointed,  assisted  the
Trustee which resulted in obtaining $4,424,056 for the Kenilworth Estate.

     In  September  1998  a  United  States Bankruptcy Judge in the Eastern
District of New York approved the Final  Report  and  Accounts submitted by
the  Chapter  7  Trustee of the Estate of Kenilworth and,  after  obtaining
approval from the  U.S.  Trustee,  the  Kenilworth  Trustee  made  the cash
distribution to the creditors and paid in full all administration fees  and
expenses.  With  the  Bankruptcy  Court's  approval,  all  of the books and
records since inception of Kenilworth have been released to Herbert Lindo.

                          THE ROULABETTE TERMINAL

     The Roulabette Terminal consists of a personal computer  (PC) with two
monitors,  one  of  which  is  outfitted  with  a  touch screen, a variable
denomination  bill  acceptor  and a bar code ticket dispenser,  all  housed
within an attractive enclosure,  about  the size of a typical slot machine.
Each terminal is self-sufficient and managers  wagers  from $.25 to $100 or
the equivalent in most any currency.

<PAGE>
HOW TO PLAY ROULABETTE

     After  depositing  money via the bill acceptor, the terminal  displays
the amount deposited and prompts the player to select one of the four table
games that are available and broadcast live on closed circuit television to
the terminal. The player  then is asked to select a denomination, from $.25
up to $100, by touching the selected amount on the touch screen.

ROULETTE

     When playing Roulette,  the  monitors  display  the table (without the
wheel) on the touch screen. The player, by touching the  spot on the table,
places a wager directly on the table, most often on top of a chip placed on
the table by the players of the televised games. The touch  screen displays
a distinctive image of a chip (1,2,3, chips, etc.) placed by the Roulabette
player, for easy identification. There is a spot on the touch  screen where
the  last  or  all wagers can be canceled, and a spot where the wagers  are
confirmed. Immediately  after the wager is confirmed, the amount wagered is
debited from the last amount shown in the credit account.

     When the television  camera,  over  the Roulette wheel, spots the ball
going around in the wheel, the upper screen displays "No More Bets" and the
terminal is locked for betting.

     The player now watches the ball go around  on the wheel until the ball
comes to rest on one of the 38 numbers of the wheel.  After  a  second  the
upper  screen  shows  the  table,  and  after  the  marker is placed by the
croupier at the table on the winning number, all losing  chips  are removed
from  the  table,  including  the  losing  chips of the Roulabette terminal
players. If the player has chips on the winning  number,  the  lower screen
shows the amount won and after the player confirms the pay-off by  touching
the winning number, the amount won is credited to the account and displayed
on the lower screen. After a short period of time, the new wagering for the
next game begins.

     A  player can wager on all positions available at the table game.  The
last 36 winning numbers of the previous 20 games are displayed on the upper
screen to  assist  the  player  in  selecting new wagers. If a player has a
problem with the terminal, or disagrees with the winning payoff, there is a
spot on the lower screen to call for an attendant.

CRAPS

     When the player selects Craps, half  the  table  is  displayed  on the
screens.  The  wagers  are  placed in the same manner as if the player were
playing at the Crap table. All bets available on the table are available on
the Roulabette terminals. When the croupier pushes the dice from the center
of the table toward the table  player, the terminal locks for removing bets
only. Additional bets may be placed  during  the  game.  After the dice are
rolled and come to rest, the TV camera zooms in on the dice  separately and
the  

<PAGE>

Roulabette  player  can  read  the  numbers on the dice. A laser  beam
locates the dice and directs the cameras to them.

BACCARAT

     When playing Baccarat, the entire table  is  shown on the upper screen
with  a  wide-angle TV camera. The player either selects  the  bank  (which
holds back a 5% commission on all wins) or the player.  Cards are confirmed
by a laser reading the bar code imprinted on each card.

BLACKJACK

     When  playing  Blackjack,  the  camera  shows  up to seven hands being
played at the table and the house cards. The Roulabette  player  selects  a
player  and  bets  along with his or her hand. The rule out player MAKES NO
DECISION whether to  hit  or  stay.  Since  there are seven (7) players, if
dissatisfied with one player's play, another player can be selected.

     At  the  end  of  the play, all credits (winnings)  are  paid  by  the
Roulabette Terminal issuing  a  bar code receipt which states the amount of
credit and is cashed out at a casino  cage  or  cashier  located in hotels,
clubs,  pubs, etc.  A computer link between the Cashier Stations  and  each
Roulabette Terminal verifies that the bar code receipt specifying a certain
amount of money was issued by the designated Roulabette Terminal.

INSTRUCTION AND PRACTICE PLAY

     After making a deposit in the Roulabette terminal, a player can select
instructions  on  how to play and may make up to 10 "make believe" bets for
practice. Playing along on a Roulabette terminal only a few yards away from
the actual table game  may  be  more  exciting than playing a slot machine,
since the player has a hand in the outcome  of  the game. Roulabette should
be  a welcome addition to casino operators. It obviously  may  entice  slot
players to graduate to table game players.

CASINO TEST PROGRAMS

     In 1990, before the Company ceased operation (bankruptcy proceedings),
the Company  had  entered  into contracts with three (3) Atlantic City, New
Jersey casino operators to test  market  the  Company's  cashless  wagering
system  for a minimum of six months. Each installation on the casino  floor
was to have  a  minimum  of 100 PAT's and 50 slot machines converted by the
Company to be played both  with  cash and cashless. The combination of cash
and  cashless  on  existing slot machines  was  attractive  to  the  casino
operators to permit a gradual transition period from cash to cashless play.

     The Company was  to furnish without expense to the casino, furnish all
the necessary equipment,  including the central computer and communications
hardware.  The  casino  operators  would  only  have  to  provide  for  the
installation of cables required  to  interconnect the equipment and provide
free accommodations for the Company's 

<PAGE>

personnel who would have operated the system during the test. Each of 
the operators committed a substantial budget for the promotion of the 
systems.

After the first system was to be in operation for a period of three (3) 
months, and operated profitably, the New Jersey casino regulatory 
agencies had agreed to commence examining the system for their approval 
process. The Company expected this process to take at least three (3) 
months. When the Company had obtained approval from the regulatory 
agencies for its system, the operators would then purchase the system in 
quantities, for prices stated in the contract, or ask the Company to 
remove the system.

None of the tests were conducted. The Company sold and installed only 
one 

(1) cashless slot system, which was to the Australian agency which 
continues to operate the system with 13,000 PAT's in 127 locations. The 
Company receives no revenue from that operation.
The PAT system became obsolete when the industry installed Dollar Bill 
acceptors, credit meters, and slot play tracking systems with MVP (most 
valuable player) cards.

To conduct the tests, the Company will require approximately $1.6 million 
and until these funds are available to the Company, the test cannot take 
place.

Industry Background
The gaming industry is comprised of five service industries;  (1) 
traditional pari-mutuel wagering on horse and dog racing; (2) casino and 
riverboat gambling, (3) lotteries, (4) charitable organization gambling 
(Bingo and Las Vegas nights), and (5) sports book.

Currently, the Company operates primarily in the casino segment.

MARKETING STRATEGY/SALES PLAN
Direct Marketing to Casinos
Every casino in the world offers the same slot machines, the same table 
games, with the same odds. The only difference between one casino and the 
other casino is how well they treat their customers with complementaries. 
Even there, they offer the same $20.00 in coins up front, and the same 
$5.00 discount for the buffet lunch. Fortunately for the Company, once 
one casino adopts cashless wagering, if history repeats itself, the rest 
will follow suit.

<PAGE>

The Company experienced this scenario in 1990 in Atlantic City, after 
one casino agreed to undertake the testing of the Company's cashless 
wagering system, two other casino operators surfaced immediately and 
offered to conduct similar tests.

Similarly, Nevada casino operators will wish to test the system after 
the first results from Atlantic City are available.
The Company will sell the Roulabette terminals and supporting system to 
the casinos. The Company will supervise the installation and train casino 
personnel in the operation of the system. During the test period, before 
the casino operator purchases the system, the Company, at its own cost, 
will furnish and install a minimum of forty (40) and up to one hundred 
(100) Roulabette terminals, all the supporting computer and TV equipment, 
and will provide personnel to trouble-shoot the system on a 24-hour 
basis. 

If the casino operator fails to purchase the Roulabette system at the 
end of the test period, the Company will be obliged to remove the system. 
Since the terminals and equipment belong to the Company, the Company can 
use and sell the equipment to other casino operators or other purchasers.
The sales price for a one hundred (100) terminal system will be 
approximately $2.0 million, including installation, supervision, and one-
year backup service. Thereafter, the purchasers must pay for services.

MARKETING TO THE ROULABETTE PLAYER AT HOME
In the United States the Company will refrain from using the WWW Internet 
to manage wagers from individuals outside of the casino confines.  
Legislators have voiced strong objections to having their constituents' 
gamble one-on-one against computers located on Caribbean islands, totally 
unregulated.  In Roulabette, the play-along broadcast emanates from 
casinos that are regulated by strict and comprehensive rules and state 
regulations, enforced by gaming control regulators and everybody plays 
along with the same live table game. There is a world of difference 
between playing in a virtual make believe casino compared with an actual 
casino.

For the reasons stated, the Company will ask state lotteries, Off-Track 
Betting (OTB) corporations, pari-mutuel race tracks, and other state and 
federal regulated agencies to manage the wagers from individuals playing 
along on their PC's.

The individuals would have to pre-deposit funds into an account with the 
wager management company and then place wagers with their credit balance. 
The wagers and running balances will be transmitted to the Roulabette 
Player's PC on telephone lines not crossing any state lines, similar in 
principle to telephone accounts wagering offered by the New York State 
Off-Track Betting Corporation.

<PAGE>

Horse players in New York State watch the live horse races from all over 
the country (simulcasts) on their home/office television sets and place 
wagers on the horse races with their OTB telephone account.

After the Company obtains permission to play Roulabette in a given state 
and engages a wager management organization in order to promote digital 
direct TV to the state's residents, the Company will install the 18 inch 
dish antenna and converter box required to receive digital TV programming 
at its own cost, if the subscriber opens a Roulabette wagering account for 
$300. In addition, the Company will pay the monthly subscription fee to 
view all digital TV programming offered if the customer wagers at least 
$100 each month - win, lose, or draw - makes no difference. 

Direct Marketing to State Lotteries
In states with approved lottery and/or other gambling legislation, the 
Company plans to introduce Roulabette to hotels, clubs (similar to card 
clubs in California) and resorts, to provide an upscale gathering place 
for tourists and local residents. Charitable organizations that are 
permitted to conduct "Nevada Nights" and Bingo games may wish to offer 
Roulabette gaming on a more permanent basis. To receive the broadcast 
signal, all that is required is an 18" direct TV antenna and 
distribution equipment. The Roulabette terminals are self sufficient and 
accept dollar bills (or script, to control the amount an individual is 
allowed to wager in one day or other time period). The Company plans to 
lease all the equipment necessary to participants for a share of the 
profits.

To gain approval for the Company's Roulabette-style gambling in 
jurisdictions that have not approved any gambling legislation, the 
Company proposed to engage lobbyists to introduce, promote, and obtain 
legislative approval to permit Roulabette-style gambling. The Company's 
strategy is to find depressed resort areas and have the resort/hotel 
operators convince their local politicians of the benefits to their 
business and the local economies and request them to promote legislative 
approval, either state-wide or limited to their areas. Riverboat 
gambling started to rehabilitate decaying waterfronts. Roulabette can do 
the same in depressed economic areas.

Global Marketing
When the live casino TV broadcasts are beamed for global viewing, the 
Company will seek out similar organizations, as proposed for the United 
States, that can provide the servicing of individual accounts and 
placement of Roulabette terminals in hotels, clubs, pubs, etc.  In all 
instances, the Company plans to offer only profit sharing arrangements 
to franchisees, which most likely will require leasing all the equipment 
necessary to the franchisee, to discourage competition.

<PAGE>

In overseas installations, wherever possible, the Company will make use 
of the WWW Internet to manage the wagers.

Competition
Many segments of the gaming industry are characterized by intense 
competition, with a large number of companies offering the same type of 
wagering products and services. None of these companies at present offer 
the same or similar equipment or systems as represented by Roulabette. 
The most likely competition will come from slot machine manufacturers 
who could relatively quickly adapt slot machines to play along with live 
casino table games. The three major slot machine manufacturers in the 
United States are WMS Industries, International Gaming Technology, and 
Anchor Gaming, all of which have vastly greater resources than the 
Company and may have under development systems that directly compete 
with Roulabette.

The Company plans only to broadcast the live casino table games from one 
or two companies that own casinos. Other casino owners may start their 
own broadcasts and have their own terminals manufactured and compete 
with the Company after the Company did all the pioneering for play-along 
wagering.

Government Regulation
New Jersey
In order to sell its Roulabette wagering systems in New Jersey, the 
Company must be licensed by the New Jersey Casino Control Commission 
(CCC) in accordance with the New Jersey Casino Control Act as a 
manufacturer and distributor of gaming equipment.  The Company will have 
to make arrangements to apply for licensing in New Jersey. The New 
Jersey Commission may require that persons holding in excess of 5% of 
the publicly-traded equity securities of the Company qualify under the 
Casino Control Act. Any beneficial holder of the voting securities owned 
may be required to file an application, be investigated, and have his 
qualifications determined if the CCC has reason to believe that such 
ownership may be inconsistent with the declared policies of the Casino 
Control Act. After the Company completes the proposed live field test at 
a New Jersey casino for 90 days, a license in the State must be obtained 
within about 90 days thereafter.

Nevada
The manufacture and distribution of gaming devices in Nevada are subject 
to the Nevada Gaming Control Act (the "Nevada Act"), and to licensing 
and regulatory control by the State Gaming Control Board and various 
local, city and county regulatory agencies (collectively, the "Nevada 
Gaming Regulators"). The laws, regulations and supervisory procedures of 
the Nevada Gaming Regulators are based upon declarations of public policy 
which are concerned with, among other things, (i) the character of 
persons having any direct or indirect involvement with gaming, (ii)

<PAGE>
 
application of appropriate accounting practices and procedures, (iii) 
maintenance of internal fiscal affairs and the safeguarding of assets and 
revenues, (iv) record keeping and reporting to the Nevada Gaming 
Regulators, (v) fair operations of games, and (vi) the raising of 
revenues through taxation and licensing fees.

No publicly traded corporation is eligible to apply for, or hold gaming 
licenses in Nevada. A publicly traded corporation may be registered and 
found suitable to acquire or to hold an interest in a corporate 
subsidiary which holds such gaming licenses. Before the Company may do 
business in Nevada, it will have to register with the Nevada Gaming 
Regulators as a publicly traded holding company and found suitable to 
hold an interest in a licensed subsidiary.  After an investigation is 
completed, licensing may take approximately 90 days. No proceeds from 
the public sale of securities by a registered holding company may be used 
to acquire, construct, operate, or finance gaming facilities in Nevada or 
to retire or extend obligations incurred for such purposes unless the 
public offering of those securities has been approved by the Nevada 
Gaming Regulators.

The Nevada Gaming Regulators may require any individual who has a 
material relationship with the Company to be investigated and licensed or 
found suitable. Any person who acquired 5% or more of the Company's 
securities must report the acquisition to the Nevada Gaming Regulators. 
Any person who becomes a beneficial owner of 10% or more of the 
Company's securities must apply for a finding of suitability. The 
Nevada Regulators have the power to investigate any security holder of 
the Company.  The applicant stockholder is required to pay all costs of 
such investigation. The Company will pay such costs for its officers, 
directors, or employees. The Company does not plan to impose any 
restrictions on the acquisition of 5% or more of its stock since a 
person acquiring more than 5% is likely to be aware of the regulatory 
requirements. However, the Company expects to cooperate with any 
regulatory investigations and actions by government authorities to 
enforce the restrictions.

Any person who fails or refuses to apply for a finding of suitability or 
a license within 30 days after being ordered to so do by the Nevada 
Gaming Regulators may be found unsuitable. The same restrictions apply 
to a beneficial owner if the record owner, after request, fails to 
identify the beneficial owner. Any stockholder found unsuitable who 
holds, directly or indirectly, any beneficial ownership of the Common 
Stock beyond such period of time as may be prescribed by the Nevada 
Gaming Regulators may be guilty of a gross misdemeanor.  The Company 
and/or its subsidiary are subject to disciplinary action if, after 
notice is received that a person is unsuitable to be a stockholder or to 
have any other relationship with the Company or its subsidiary, the 
Company or its subsidiary (i) pays that person any dividend or interest 
upon voting securities of the Company, (ii) allows indirectly any voting 
right conferred through securities held by that person, or (iii) gives 
remuneration in any form to that person.  If a security holder is found 
unsuitable, the Company may itself be found unsuitable if it fails to 
pursue all lawful efforts to require such 
<PAGE>

unsuitable person to relinquish his voting securities, including the 
purchase of such securities by the Company for cash at fair market value.

If the Company registers as a publicly traded holding company, the 
Nevada Gaming Regulators would have the power at any time to require the 
Company's stock certificates to bear a legend indicating that the stock 
is subject to the Nevada Gaming Control Act and the regulations of the 
Nevada Gaming Regulators. The Nevada Gaming Regulators, through the power 
to regulate licensees and otherwise under Nevada law, would have the 
power to impose additional restrictions on the holders of the Company's 
securities at any time.

Federal
The Federal Gambling Devices Act of 1962 (the "Federal Act") makes it 
unlawful for a person to manufacture, deliver, or receive gaming 
machines, gaming machine-type devices and components thereof across 
interstate lines unless that person has first registered with the 
Attorney General of the United States. In addition, various record 
keeping and equipment identification requirements are imposed by the 
Federal Act.  Violations of the Federal Act may result in seizure or 
forfeiture of equipment, as well as other penalties.

Other Regulations
The manufacture, distribution, sale, and use of slot machines is 
controlled by state and federal law which also applied to the Company's 
Roulabette gaming terminals. Certain foreign countries permit the 
importation, sale, or operation of slot machines.  Where importation is 
permitted, some countries prohibit or restrict the payout feature of the 
traditional slot machine or limit the operation of slot machines to a 
controlled number of casinos or casino-like locations. Certain of these 
jurisdictions also require the licensing of gaming devices. The Company's 
Roulabette terminals may be considered similar to slot machines and may 
have to meet these regulations.

Fabrication/Assembly Operation
When the Company receives orders for the Roulabette Wagering System, it 
plans to assemble/manufacture the initial orders for the tests at a 
proposed 6,000 square foot industrial facility on Long Island, New York, 
from standard or specially manufactured (to Company specifications) 
electronic, TV, and other components purchased from vendors or 
manufactured by subcontractors. Assembly equipment and tools, benches, 
racks, and quality control testing equipment required for the assembly 
operations are not extensive and are readily available. When larger 
quantities for the system hardware are required, the Company will engage 
subcontractors to perform the assembly work in the interest of cost 
efficiency.

<PAGE>

The Company is not materially dependent upon any single supplier for 
materials and parts. The Company, however, in the interest of economy, 
will utilize only one set of molds in its cabinetry and is accordingly 
dependent upon deliveries from a single source of supply for that 
component.

Employees
The Company at present does not employ anyone.  After acquiring 
the proposed leased industrial space, the Company expects to 
engage six (6) employees and several consultants. One employee will 
be for administrative work, and the others specialists in software 
design, television broadcasting, component design and fabrication, 
and assembling. Former key employees of the Company may be 
available for some of the positions. The Company did not formerly, 
nor does it expect to in the future, have any collective bargaining 
agreements with its employees. The Company may sign employment contracts 
with key personnel.

Research and Development
The Company's product development work will be divided into two areas:  
hardware and software. Current development efforts will be directed at 
using off-the-shelf computer equipment, dollar bill acceptors, and bar 
code receipt printers, in the design for the Roulabette terminals. 
Software efforts are aimed at component integration with software 
features unique to the overall closed circuit TV broadcast system and 
software required to manage the wagers from home/office players.

The Company's research and development costs will be approximately 
$1,600,000 (one million six hundred thousand dollars) over the next six 
6) to eight (8) months. Most of that amount will be expended for the 
salaries and fees for the software programmers and consultants. 

Backlog
The Company does not have any backlog.

Insurance
At present, the Company does not maintain any insurance.  When employees 
are hired the Company will maintain liability and Workers Compensation 
insurance, which will cover injury to employees. In order to attract 
employees with special skills, the Company may also have to implement a 
medical insurance plan.

ITEM 2 - PROPERTIES
The Company, until it can relocate into larger industrial space, operates 
out of an office located in the president's private residence at 54 
Kenilworth Road, Mineola, NY 11501, rent free.

<PAGE>

To conduct the initial phase of the Company's business and casino test 
program, the Company will have to lease approximately 6,000 square feet 
of industrial and office space on Long Island, New York, for an annual 
rent of approximately $40,000. When orders for Roulabette terminals and 
systems are generated, the industrial space will have to be increased. 
In prior years, the Company occupied approximately 20,000 square feet of 
office and industrial space on Long Island.

ITEM 3 - LEGAL PROCEEDINGS
Since emerging from Chapter 7 Bankruptcy Proceedings on September 29, 
1998, the Company is not involved in any legal proceedings.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
The Company has not held a meeting of shareholders since 1988 because 
the cost of soliciting proxies and holding a meeting for the large 
number of persons (approximately 11,000) who own its shares is 
excessively costly. The directors and officers continue to serve under 
provisions of the By-Laws which allow them to continue in office until 
their successors are elected and take office.

At the next Annual Meeting of Shareholders the shareholders of the 
Company will be asked to ratify the following: (a) An amendment to the 
Company's Certificate of Incorporation to increase the authorized number 
of Common Shares from 61,000,000 shares to 100,000,000 shares, and to 
permit the Company's Board of Directors, without further action by the 
shareholders, to issue from time to time up to 1,000,000 authorized but 
unissued shares of Preferred Stock, and to fix and determine the terms, 
limitations, relative rights and preferences of the Preferred Stock, in 
order to obtain financing, capital and/or acquire other businesses that 
can improve the performance or growth of the Company. When any shares of 
Preferred Stock are issued, certain rights of their holders may affect 
the rights of the holders of Common Stock. In addition to any other 
powers conferred on the Preferred Stock, holders of the Preferred Stock 
would have, under New York General Corporation Law, the right to vote as 
a separate class on any increased, decrease or change in the rights of 
the Preferred Stock. The affirmative vote of a majority of the 
outstanding shares of Preferred Stock would be required for approval of 
any such increase, decrease, or change. The authority of the Board of 
Directors to issue shares of Preferred Stock with characteristics it 
determines (such as preferential voting, conversion redemption and 
liquidation rights) may have a deterrent effect on persons who might wish 
to make a takeover BID to purchase shares of the Company at a price which 
might be attractive to its shareholders. However, the Board of Directors 
must fulfill its fiduciary obligation to the Company and its shareholders 
in evaluating any takeover BID; and (b) The creation of a stock option 
and stock award plan (the "Plan") which will authorize the grant of 
options to purchase common shares of the Company to key employees 
(including directors who are 

<PAGE>

employees), which may be "incentive stock options" (ISO's) within the 
meaning of Section 422 of the Internal Revenue Code of 1986, as amended, 
or nonqualified options. The Plan also will provide for the grant of 
stock appreciation rights and stock awards to eligible participants 
subject to forfeiture restrictions;  (c) The creation of a Directors 
Stock Option Plan pursuant to which stock options are awarded to those 
directors who are not officers or employees of the Company ("outside 
directors"). Presently, there are no outside directors. The plan will 
permit the Company to recruit and retain outside directors who will use 
their best efforts to promote the success of the Company's business, (d) 
The election of members to the Board of Directors; and (e) Ratify the 
selection of Arthur Yorkes and Company as the independent public 
accountant of the Company for the ensuing fiscal year.

Management at present does not know of any other matters that may be 
presented to a vote at the Annual Meeting of Shareholders.

<PAGE>

PART II
ITEM 5 - MARKET PRICES OF THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER 
MATTERS.
(a) After the Company emerged from Bankruptcy Proceedings in September 
of 1998, its Common Stock resumed trading on the National Association of 
Security Dealers Automated Over the Counter Market (OTC) Bulletin Board, 
on October 5, 1998 under the old trading symbol "KENS". The following 
table sets forth high and low closing sales prices for the Company's 
Common Stock, as reported on the Bulletin Board.

	4th Quarter	Low Bid	High Bid
	Through December 31, 1998	$.005	$.05

	1st Quarter		
	Through March 5, 1999	$.08	$.20

(b) Holders. There were approximately 11,000 holders of record of Common 
Stock of the Company as of December 31, 1999 and 1998, when the market 
quotation was $.02 Bid and $.04 offered, as reported in the Over The 
Counter Pink Sheets. The approximate number of record holders is based 
upon the actual number of holders registered on the books of the Company 
at the latter date and includes an estimate of beneficial holders of 
shares in "street name" or persons, partnerships, associations, 
corporations, or other entities identified in security position listings 
maintained by depository trust companies. The calculation of the number 
of shares of the Company's Common Stock held by non-affiliates shown on 
the cover of this Form 10-K was made on the assumption that there were 
no affiliates other than officers, directors, and holders of over five 
percent (5%) of the Common Stock of the Company.

(c) Dividends. The Company has not paid any dividends on its Common 
Stock. The Company plans to apply any earnings it achieves to expansion 
of the business and does not expect to pay any dividends in the 
foreseeable future.

<PAGE>

Description of the Company's Securities
Common Stock
The authorized capital stock of the Company consists of 100,000,000 
Common Shares, $.01 par value ("Common Stock"), of which 60,477,332 
shares are issued and outstanding as at December 31, 1998.

The holders of Common Stock are entitled to one vote for each share held 
of record on all matters to be voted on by stockholders.  There is no 
cumulative voting with respect to the election of directors, with the 
result that the holders of more than 50% of the shares voting for the 
election of directors can elect all of the directors then up for 
election. The holders of Common Stock are entitled to receive ratably 
such dividends when, as, and if declared by the Board of Directors out 
of funds legally available therefrom. In the event of liquidation, 
dissolution or winding up of the Company, the holders of Common Stock 
are entitled to share ratably in all assets remaining which are 
available for distribution to them after payment of liabilities and 
after provision has been made for each class of stock, if any, having 
preference over the Common Stock.  Holders of shares of Common Stock, as 
such, have no conversion, preemptive or other subscription rights, and 
there are no redemption provisions applicable to the Common Stock. All 
of the outstanding shares of Common Stock are fully paid and non-
assessable.

ITEM 6 - SELECTED FINANCIAL DATA
Operations for the years ended December 31, 1998, 1990, 1989, 1988 and 1987.
[S]                        [C]       [C]          [C]       [C]          [C]
	1998	1990	1989	1988	1987
Net sales
 from operations	$      -0-	$3,316,040	$1,940,832	$1,745,486	$395,767
Other income	4,300,403
Payments of
  liabilities	($8,767,921)
Earnings (loss)	($4,475,430)	($1,186,737)	($735,288)	($251,954)	($1,630,314)
Earnings (loss)
  per common share	($.07)	($.02)	($.02)	($.005)	($.05)
Fully diluted	($.02)	($.02)	($.02)	($.005)	($.05)
CAPITAL RESOURCES
as of December 31,
Total assets	-0-	$7,846,169	$7,724,687	$8,551,288	$7,931,698
Current assets	-0-	$1,118,735	$  842,959	$1,330,635	$763,606
Current liabilities	$7,912	$3,670,901	$1,810,105	$2,901,418	$3,118,639
Current ratio	-0-	3.3	3.0	2.2	4.6
Stockholders' equity	-0-	$4,175,268	$4,194,582	$5,649,870	$4,813,109

<PAGE>

ITEM 7 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
OF OPERATIONS.

	(a)	Liquidity and Capital Resources:

Between February 5, 1991, when the Trustee for the Estate of Kenilworth 
Systems Corporation was appointed, and September 23, 1998, when the 
Trustee paid in cash one hundred (100) cents on the dollar of all 
approved creditors' claims and administration fees and expenses, the 
Company did not conduct any business and operations.

In November 1991 the Trustee, on orders from the Bankruptcy Court, sold 
at public auction substantially all of the assets of the Kenilworth 
Estate, for $2,800,000 (two million eight hundred thousand dollars) and 
an additional $1,000,000 (one million dollars) escrow deposit to be 
available to add to the purchase price, in order to pay all creditors 
and other expenses one hundred (100) cents on the dollar. After the 
Trustee paid all claims, the Trustee refunded $123,652.62 of the $1.0 
million escrow deposit to the purchaser.

Thus, the Company emerged from bankruptcy proceedings with no assets, 
no liabilities, and approximately $22,000,000 in available carry-forward 
income tax credits.

Present plans are to develop a wagering system, dubbed "Roulabette", that 
allows patrons visiting a casino and individuals at home, offices, clubs, 
or other gathering places all over the industrialized world, to play 
along on live casino table games, either via closed circuit television in 
the casino confines, or the broadcast of the same live action via digital 
direct satellite TV broadcast around the world.

The first step will be to conduct a three (3) month test of the system at 
the proposed Company facility and, after successfully completing the test, 
to test a system at a casino preferably located in Atlantic City. Each 
test will be with forty (40) Roulabette terminals.

To conduct these two tests will require $1,600,000 to;  a) purchase 
computers, digital television broadcast equipment and table games;  and, 
b) defray the cost of the facility and pay the salaries of six (6) 
employees who are specialists in software design, TV broadcasts, and 
mechanical design, for a period of eighteen (18) months, and from time to 
time, consultants who will assist the design team.

Unless the Company is able to obtain these funds, none of the tests and 
initial development work can commence.

The Company plans to obtain the necessary funding by offering in a 
Private Placement, Senior Cumulative Convertible Preferred Shares and/or 
by the sale of limited joint venture participations in future Roulabette 
franchises.

<PAGE>

When the tests are completed and the Company has obtained licenses from 
the gaming control regulators for the sale of Roulabette systems to U.S. 
casinos, the Company will obtain production financing from regular 
banking sources to finance the manufacturing of the Roulabette terminals 
leased or sold.

Results of Operations
During the short period since the Company emerged from bankruptcy 
proceedings, September 23, 1998 to December 31, 1998, the Company had 
no sales or operation. In fiscal year 1990, the last period the Company 
had sales from operation, revenue increased by 74% from $1,940,832 in 
fiscal 1989, to $3,316,040 in fiscal 1990. Net income in 1989 was a loss 
of $735,288 which loss increased by 61% to $1,186,737 in 1990.

Inflation
Inflation has not had in the past, nor does the Company expect it in the 
future to have a significant impact on the Company's business.

Forward Looking and Cautionary Statements
This report contains "forward looking statements," including without 
limitations; (a) statements of proposed financing, (b) assumptions that 
casinos will participate in a test of Roulabette, and later actually 
purchase, Roulabette systems; (c) granting of licenses from casino 
regulatory agencies permitting the sale of Roulabette systems, (d) 
proposed broadcasting of live casino games; (e) obtaining permission 
from state and foreign governmental agencies allowing their residents 
to watch on television and wager along with the live casino broadcast; 
(f) the feasibility to profitably operate such play along casino games, 
(g) changes in the competitive environment for Roulabette, and (h) 
general economic factors in markets where the Company's products are 
proposed to be offered, franchised and sold.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is included in Part IV, Item (a) 
(1).

<PAGE>

ITEM 9 - CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

For more than ten (10) years prior to the Company entering Chapter 7 
Bankruptcy proceedings in February 1991, The Company's financials were 
audited annually by Arthur Yorkes & Company.  The Company had planned to 
again engage Arthur Yorkes & Company to conduct an audit of its 
financials for the December 31, 1998 Annual Report, when Arthur Yorkes & 
Company informed the Company that they may have a conflict of interest 
in conducting audits for the Company.  Since an immediate determination 
of the possible conflict of interest could not be made, The Company 
engaged new Independent Auditors.

<PAGE>

PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The names, ages and positions held by each of the Company's directors 
and executive officers are as follows:

Name
Herbert Lindo	73	Chairman of the Board,
		President and Treasurer.
Joyce Clark	55	Director and Financial Officer
Betty Sue Svandrlik	53	Vice President and Secretary

All the directors are also members of the Executive Committee. The 
directors serve for a term of one year and until their successors are 
elected and assume office.

Herbert Lindo has held his present position since March 1972.

Joyce Clark became a director and the financial officer in October 1998.

Betty Sue Svandrlik became a vice president and secretary in October 
1998. She has been in the employ of the Company since August 1978, as 
office manager and assistant secretary.

Family Relationship
Joyce Clark and Betty Sue Svandrlik are sisters.

Business Experience
Herbert Lindo is the founder of the Company.

Joyce Clark is the controller of a private wholesale door and window 
manufacturer. She has a degree in accounting and teaches an adult 
accounting course at BOCES.

Betty Sue Svandrlik received a diploma in business administration and 
has been promoted to office manager and assistant secretary since joining 
the Company.

Involvement in Legal Proceedings
Except for Herbert Lindo, to the best of the Company's knowledge and 
belief, other than in connection with the Chapter 7 or 11 reorganization 
of the Company and correspondence received from the SEC describing 
proposed enforcement proceedings for failure to file reports in 1990 
which reports have since been filed, none of the Company's directors and 
officers has been involved in any proceedings during the last five years 
that are material to an evaluation of the ability of such persons to be 
directors or officers of the Company.

<PAGE>

Herbert Lindo, the president of the Company, was convicted in 1993 on 
three counts of having permitted three banks located in the Upper 
Peninsula of Michigan to sell unregistered, legended, restricted 
Kenilworth shares pursuant to SEC Rule 144 prior to the bank having 
held the securities as collateral for loans made by third parties for 
the then required two year holding period. The sales took place in 1987 
and 1988.  Mr. Lindo was found not guilty of conspiring to sell 
unregistered securities and on another count where the required time to 
sell unregistered securities was met pursuant to SEC Rule 144. The 
Securities and Exchange Commission did not enter into the case. The 
indictments were brought by the U.S. Attorney of the Western District 
of Michigan. Mr. Lindo was sentenced to 1000 hours of community service, 
15 months house arrest, and fined $600,000.

In 1992, the holding period for exemption pursuant to Rule 144 was reduced to 
one year. The changed Rule did not apply to the 1987/8 sales. No one lost any 
money and the Company had received fair value for the pledged securities. The 
government never charged Mr. Lindo with fraud. Mr. Lindo claimed he had no 
knowledge of the sale by the banks.

Because of this conviction, Herbert Lindo will not be found suitable by 
any Casino Control Commission to hold licenses.  When the time to apply 
for licensing Roulabette arrives, Mr. Lindo will resign totally from the 
Company and place his Kenilworth shares into a voting trust. Mr. Lindo 
believes that he is best suited to manage the post bankruptcy 
reorganization and to transform the Company into a viable business.

ITEM 11 - EXECUTIVE COMPENSATION
None of the present executives, until the Company is in full profitable 
operation, will receive any compensation.  When the Company turns 
profitable, the executives will receive compensation approved by the 
Compensation Committee of the Board of Directors.

<PAGE>

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a)	Security Ownership of Certain Beneficial Owners
Other than as set forth in subparagraph (b) below, no 
person is known to the Company as the beneficial owner of 
more than 5% of its common stock.

(b)	Security Ownership of Management
The table below reflects the beneficial ownership of the 
shares of the Company's Common Shares as of December 31, 
1998, owned by each director and all directors and officers 
of the Company as a group. The table also reflects the 
percentage of the common shares owned by the persons 
indicated.

	Number of Shares	% of Class
Title, Name and Address	of Owner	     Owned    
Chairman and President
Herbert Lindo	10,333,132 (a)	17.08
54 Kenilworth Road
Mineola, NY 11501
Vice President and Director
Joyce Clark	100,000 (b)	.01
115 Old Farmingdale Road
West Babylon, NY 11704
Vice President and Director
Betty Sue Svandrlik	54,200     	.01
35 Greenhaven Drive
Port Jefferson, NY 11776 
Jeffrey Lindo 	5,331,000 (c)	8.81
162 Sycamore Circle
Stony Brook, NY 11790
All officers and directors
 as a group	10,487,332     	17.10
(a)	Does not include 551,000 shares owned by the wife and children of 
Herbert Lindo (the Lindos' are separated since January 1991).

(b)	Does not include 150,700 shares owned by the daughter of Joyce Clark.

(c)	Jeffrey Lindo is Herbert Lindo's son.

<PAGE>

SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities 
Exchange Act of 1934, as amended, the Registrant has duly caused this 
report to be signed in its behalf by the undersigned thereunto duly 
authorized.
	
KENILWORTH SYSTEMS CORPORATION

By   Herbert Lindo            
  Herbert Lindo, President and
  Treasurer

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

By  Herbert Lindo          	Date:  April 20, 1999
  Herbert Lindo, Director

By  Joyce Clark            	Date:  April 20, 1999
  Joyce Clark, Director

<PAGE>

PART V
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a)	(1)	Financial Statements
Independent Auditor's Report                                           F-1	
			
Consolidated balance sheets as of December 31, 1998, November 23, 
1998 and December 31, 1990		                                F-2 - F-3	
			
Consolidated statement of operation and deficit for the periods 
ended December 31, 1998, November 23, 1998 and year ended 
December 31, 1990                                                      F-4	
			
Consolidated statement of changes in financial position for the 
periods ended December 31, 1998, November 23, 1998 and year 
ended December 31, 1990                                                F-5	
			
Consolidated statement of changes in working capital components 
for the periods ended December 31, 1998, November 23, 1998 and 
year ended December 31, 1990                                          F-6	
			
Consolidated statement of changes in common stock and paid-in 
capital for the periods ended December 31, 1998, November 23, 
1998 and year ended December 31, 1990                                 F-7	
			
Notes to consolidated financial statements.                       F-8   F-13	

<PAGE>

(a)	(2)	Financial Statement Schedules
   V -	Property, plant and equipment                             F-14	
			
  VI -	Accumulated depreciation, depletion and 
amortization of property, plant and equipment                         F-15	
			
VIII -	Valuation and qualifying accounts and reserves            F-16	
			
   X -	Supplemental income statement information                 F-17	
			
	List of the Company's Subsidiaries                              F-18	

 (a)	(3)	Exhibits

Exhibit
No.		
2(1) *	Notice to shareholders dated September 21, 1998.
2(2) *	Notice of filing Final Accounts of Trustee of Hearing on 
            Applications for Compensation (and of Hearing on abandonment of 
            property by the Trustee) 1998.
2(3) *	Applications for Compensation for Trustee's Attorneys and 
            Accountants 1998.
2(4) *	List of creditors paid by Trustee 1998.
2(5) *	Order approving Trustee's Final Account 1998.
2(6) *	Order directing Trustee to abandon books and records of Debtor 
            to the Debtor by the President, Herbert Lindo 1998.
2(7)	Former Independent Auditors letter declining to continue to 
            audit the Company's financials because of a conflict of interest.

<PAGE>

*	Filed as an exhibit on Form 10-K, dated November 23, 1998 (File No. 
      0-08962) and incorporated herein by reference.

(b)	Reports on Form 8-K
The Company filed Current reports on Form 8-K on December 20, 
1990, February 15, 1992, December 9, 1998 and April 20, 1998.

<PAGE>

Blank Page for Auditor Report

<PAGE>

              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

          CONSOLIDATED BALANCE SHEETS, for the periods beginning
                  November 24, 1998 to December 31, 1998,
                 January 1, 1991 to November 23, 1998 and
                     the year ended December 31, 1990


<TABLE>
<CAPTION>
                       ASSETS:                       DEC.  NOV.
                                                     1998  1998     1990
<S>                                                  <C>   <C>      <C>
Current Assets:
 Cash                                                $  -  $  -  $      -0-
                                                       0-    0-
 Accounts receivable, principally
   trade                                              -0-   -0-     465,064
 Inventory                                            -0-   -0-     518,671
 Other Current Assets                                   -     -     135,000
                                                       0-    0-
     TOTAL CURRENT ASSETS                               -  $  -  $1,118,735
                                                       0-    0-
Equipment, furniture and leasehold improvements at
cost                                                  -0-   -0-     616,920
    Less: Accumulated depreciation                      -
      and amortization                                 0-     -     497,131
                                                             0-
                                                     $  -  $  -   $ 119,789
                                                       0-    0-
Other Assets:
 Goodwill                                             -0-   -0-   6,549,167
 Deposits and other assets                              -     -      58,478
                                                       0-    0-
     TOTAL OTHER ASSETS                                 -     -   6,607,645
                                                       0-    0-
        Total Assets                                 $  -  $  -  $7,846,169
                                                       0-    0-
</TABLE>
                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
              KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES

          CONSOLIDATED BALANCE SHEETS, for the periods beginning
                  November 24, 1998 to December 31, 1998,
                 January 1, 1991 to November 23, 1998 and
                     the year ended December 31, 1990


<TABLE>
<CAPTION>
          LIABILITIES:                    DEC.        NOV.
                                         1998         1998         1990
<S>                                      <C>           <C>          <C>
Current Liabilities:
 Cash overdraft                       $   -0-       $   -0-    $   37,734
 Notes payable - banks                    -0-           -0-       209,000
 Secured notes payable                    -0-           -0-       323,522
 Other loans payable                      -0-           -0-       156,000
 Accounts payable: Accrued
  liabilities                           7,912           -0-       917,812
 Payroll withholding taxes                -0-           -0-     1,550,000
 Due to officers and affiliates           -0-           -0-       476,833
     TOTAL CURRENT LIABILITIES          7,912           -0-     3,670,901
     STOCKHOLDERSS' EQUITY:
Common Stock, $.01 par value,
  authorized 100,000,000 shares;
  issued and outstanding:
  60,477,352 in December 1990,
  November 23, 1998 and
  December 31, 1998                   604,773       604,773       604,773
Paid-in capital                    23,774,346    23,774,346    23,774,346
Deficit                          (24,387,031)  (24,385,119)  (19,911,601)
Treasury stock (167,000 shares)           -0-           -0-     (292,250)
                                      (7,912)           -0-     4,175,268
     Total Liabilities and
      Stockholder's Equity        $       -0-   $       -0-   $       -0-
</TABLE>



                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS of OPERATION and DEFICIT
     for the periods beginning November 24, 1998 to December 31, 1998,
         January 1, 1991 to November 23, 1998 and the years ended
                        December 31, 1990 and 1989


<TABLE>
<CAPTION>
                          DEC. 1998     NOV. 1998      1990         1989
<S>                          <C>           <C>           <C>           <C>
Revenues:
 Sales                  $     -0-     $     -0-    $3,367,155    $1,940,832
     Less: Discount                                  (51,115)
   on sales
                              -0-           -0-     3,316,040     1,940,832
Costs and Expenses:
 Cost of sales                -0-           -0-     2,188,439     1,084,370
 Selling, general
 and                        7,912           -0-     1,747,839     1,040,916
  administrative
 expenses
 Research and                 -0-           -0-       319,150       340,676
 development
 Amortization of              -0-           -0-       181,921       182,027
 goodwill
 Interest expense             -0-           -0-        65,428        28,131
 (income)
   Total Costs and          7,912           -0-     4,502,777     2,676,120
   Expenses
     Net income
     (loss)
      before other            -0-           -0-   (1,186,737)     (735,288)
     income
      and (losses)
OTHER INCOME AND
(LOSSES):
 Sale of assets               -0-    $3,676,347
 Other gains                  -0-       108,000
 Interest income              -0-       516,056
   Total Other                -0-     4,300,403
   Income
 (a) Payment of
 liabilities
     net of
 eliminations
 (b) bankruptcy
 costs
 (c) elimination of
 assets
 (d) cancellation
 of                           -0-   (8,767,921)
     treasury stock
   Other losses               -0-   (4,473,518)
     Net income           (7,912)   (4,467,518)   (1,186,737)     (735,288)
     (loss)
Deficit - Beginning  (24,379,119)  (19,911,601)  (18,724,864)  (17,989,576)
of year
Deficit - End of    $(24,387,031) $(24,379,119) $(19,911,601) $(18,724,864)
year
Earnings (Loss) per
share                        $-0-        ($.07)        ($.02)        ($.02)
 of common stock
(Note 5)
Fully diluted
earnings                     $-0-        ($.07)        ($.02)        ($.02)
 (loss) per share
Average number of
shares                 60,477,352    60,477,352    60,477,352    42,413,191
 outstanding
</TABLE>
                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS of CHANGES in FINANCIAL POSITION
 for the periods beginning November 23, 1998 to December 31, 1998, January
             1, 1991 to November 24, 1998 and the years ending
                        December 31, 1990 and 1989


<TABLE>
<CAPTION>
                                        DEC.   NOV.
                                        1998   1998     1990        1989
<S>                                   <C>      <C>  <C>          <C>
Working capital provided
 (utilized) by:
 Operations (Loss):                   $(7,912)  $ - $(1,186,737) $(735,288)
                                                 0-
  Less items not requiring
   working capital:
   Depreciation and amortization           -0-  -0-      262,737    293,333
     Total used by operations
                                       (7,912)  -0-    (924,000)  (441,955)
 Issuance of common stock, net             -0-  -0-      447,423
 Decreases in fixed assets                 -0-  -0-                  50,557
     Total sources of
      working capital                    7,912  -0-    (476,577)  (391,398)
 Working capital applied to:
  Increase in other assets                 -0-  -0-       11,140
  Purchase of fixed assets, net            -0-  -0-       97,303
     TOTAL USES OF WORKING CAPITAL
                                           -0-  -0-      108,443      4,965
Net increase (decrease) in Working
Capital                                   $-0- $-0-  $(1585,020) $(396,363)
</TABLE>
                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS of CHANGES in WORKING CAPITAL
 for the periods beginning November 23, 1998 to December 31, 1998, January
             1, 1991 to November 24, 1998 and the years ended
                        December 31, 1990 and 1989


<TABLE>
<CAPTION>
                                            DEC  NOV.
                                           1998  1998    1990       1989
<S>                                        <C>   <C>  <C>        <C>
Analysis of changes in components of
working capital:
   Increase (decrease) in current assets:
  Cash and cash equivalents                $ -0-  $ - $(135,867)  $ 135,867
                                                   0-
  Accounts receivable                        -0-  -0-    156,674  (260,377)
  Inventory                                  -0-  -0-    119,969     27,725
  Due from officers
  Other current assets                       -0-  -0-    135,000  (390,891)
     Total increase (decrease) in current
     assets                                  -0-  -0-    275,776  (487,676)
Increase (decrease) in current
 liabilities:
  Cash overdraft                             -0-  -0-     37,734   (17,868)
  Secured notes payable                      -0-  -0-    141,881   (13,319)
  NOTE PAYABLE BANK                          -0-  -0-   (54,319)    263,319
  OTHER LOANS PAYABLE                        -0-  -0-    131,000  (404,929)
  Accounts payable                         7,912  -0-    267,493    205,139
  Payroll withholding taxes                  -0-  -0-     41,424     29,976
  Deposits on private placements             -0-  -0-  (181,250)     46,250
  Due to officers and employees              -0-  -0-    476,833  (199,881)
     Total increase (decrease) in current
     liabilities                           7,912  -0-    860,796   (91,313)
Net increase (decrease) in Working Capital
                                            $-0- $-0- $(585,020) $(396,363)
</TABLE>
                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS of CHANGES in
                     COMMON STOCK and PAID-IN CAPITAL
 for the periods beginning November 24, 1998 to December 31, 1998, January
             1, 1991 to November 23, 1998 and the years ended
                     December 31, 1990, 1989 and 1988


<TABLE>
<CAPTION>

                                        Additional                Treasury
                    Common Shares        Paid-in     Retained      Shares
                    SHARES     AMOUNT    CAPITAL     EARNINGS       COST
<S>               <C>         <C>      <C>         <C>           <C>
Balances,
  January 1, 1988  38,717,669 $387,176 $22,455,715 $(17,709,429) $(292,250)
Shares issued in
  payment of
  salaries          1,115,000   11,150     263,850
Shares issued in
  payment of debt   1,450,000   14,500     603,500
Shares issued in
  payment of
  operating costs      70,000      700      14,300
Shares sold         1,230,000   12,300      70,200
Shares cancelled    (169,478)  (1,695)
Balances,
  December 31,
  1988            $42,413,191 $424,131 $23,507,565 $(17,989,576) $(292,250)
No shares issued
Balances,
  December 31,
  1989            $42,413,191 $424,131 $23,507,565 $(18,724,864) $(292,250)
Shares sold        18,064,161  180,642     266,781  (19,911,601)  (292,250)
Balances,
  December 31,
  1990             60,477,352 $604,773 $23,774,346 $(19,911,601) $(292,250)
Balances,
  February 23,
  1998            $60,477,352 $604,773 $23,774,346 $(24,379,119)
Balances,
  December 31,
  1998            $60,477,352 $604,773 $23,774,346 $(24,379,119)
</TABLE>
                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Summary of Significant Accounting Policies:
A.	Basis for Presentation
The consolidated financial statements include the accounts of the 
Company and all its subsidiaries. All intercompany transactions 
and accounts have been eliminated.

In September 1986 the Company exchanged 466,000 shares of its 
common stock for all of the outstanding common stock of Video 
Wagering Corporation ("Video"). This transaction had been 
accounted for under the purchase method of accounting, and 
accordingly, Video's operations have been included in the 
consolidated statement of operations from acquisition date. The 
excess of cost over net assets acquired of $7,094,930 is reflected 
as goodwill. The Company previously had an advance to Video of 
$4,600,000 and an investment in its preferred stock of $4,200,000. 
This investment resulted from the Company's sale in 1982 of its 
research and development to Video. This sale resulted in a profit 
to the Company of $4,700,000, which has been eliminated as a prior 
period adjustment.

B.	Property, Plant and Equipment
Depreciation is computed on the straight-line method over the 
estimated useful lives of the related assets.
Leasehold improvements are amortized over the shorter of the lease 
term or the estimated useful life of the assets.
The cost of maintenance, repairs and minor renewals is charged to 
either expense or manufacturing overhead, major renewals and 
betterments are capitalized.

When assets are sold or otherwise disposed of, gains or losses 
thereon, computed on the basis of the difference between 
depreciated costs and proceeds, are credited or charged to income, 
and cost and accumulated depreciation are removed from the 
accounts.

C.	Inventories
Inventory is valued at the lower of cost (first-in, first-out 
basis) or market.

<PAGE>

KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

D.	Goodwill
Goodwill arising from the acquisition of a wholly owned subsidiary 
in 1986 was being amortized over 40 years and was eliminated 
during the prior period.

2.	Business of the Company
Prior to February 5, 1991, when the Chapter 7 Trustee was appointed and 
all Company operation ceased, the Company was engaged primarily in the 
development, manufacturing and marketing of cashless casino wagering 
systems. In a cashless system, coins, bills, and tokens are replaced by 
debit cards issued by the casino operator to reduce cash handling and 
its associated security costs. In addition, the system offers variable 
denomination play (25 cents, 50 cents, $1.00 and $5.00) on each slot 
machine. 

The Company currently will be engaged in the development, manufacturing, 
marketing, and operation of "Roulabette", a system that allows casino 
patrons to play along with live table games in progress, via closed 
circuit television, on Roulabette terminals located within the casino 
confines. The Roulabette terminals are similar to slot machines. They 
have a television screen for viewing the live action from the table 
games, and a separate touch screen to place the wager. For the first 
time casino patrons will be able to play along and participate and wager 
as little as $.25 on an actual in-progress casino table game - Roulette, 
Craps, Baccarat, and Blackjack. The Roulabette terminals accept bills in 
all denominations, up to $100, and pay winnings by issuing bar code 
receipts that are cashed at the casino cage. 

Ultimately the Company will propose to arrange to broadcast the closed 
circuit casino table game action throughout the United States and the 
rest of the industrialized world, via digital direct TV.  This will 
permit individuals all over the world to view the live action TV 
broadcast on their television sets, and play along on their Personal 
Computers (PC's), any time, day or night. To provide 24 hour live 
casino play, the broadcasts will originate, at different times, from 
casinos located in Atlantic City, New Jersey, Las Vegas, Nevada, and 
Monte Carlo, Monaco. 
<PAGE>

KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.	History of the Company
In 1971 the Company discontinued its business of teaching the operation 
of Key Punch and Key Verifier machines. Between 1972 and 1979, the 
Company engaged in the research and development of a method to 
chemically encode and decode invisible data into plastic cards, paper 
cards, tickets or tokens which cannot be easily counterfeited or altered 
without destroying the encoded data. In 1979, the Company commenced 
commercial operations and no longer considered itself a Development 
Stage Enterprise.
Throughout the 1980's the Company experienced working capital shortages 
that climaxed on August 31, 1982, when the Company filed a voluntary 
petition for reorganization under Chapter 11 of the United States 
Bankruptcy Code. From August 31, 1982 to June 7, 1985, the Company 
operated during reorganization proceedings. When the Company's Plan of 
Reorganization was confirmed, debts for employee withholding taxes 
totaling approximately $1.5 million were not discharged and remained 
outstanding, plus interest and penalties. Although the Company obtained 
a Final Decree on April 27, 1988, the Bankruptcy Court retained 
jurisdiction in the matters relating to the unpaid taxes. 

On February 5, 1991 the Company's Chapter 11 case was converted to a 
Chapter 7 proceeding and a Trustee was appointed. 

From February 1991 through September 1998, Kenilworth was inactive, 
except that Herbert Lindo, the President and Chairman of the Board of 
Directors of Kenilworth when the Trustee was appointed, assisted the 
Trustee which resulted in obtaining $4,424,056 for the Kenilworth Estate 
from the sale of substantially all of the estate's assets.. 

In September 1998 a United States Bankruptcy Judge in the Eastern 
District of New York approved the Final Report and Accounts submitted 
by the Chapter 7 Trustee of the Estate of Kenilworth and, after obtaining 
approval from the U.S. Trustee, the Kenilworth Trustee made the one 
hundred percent (100%) cash distribution to the creditors and paid in 
full all administration fees and expenses. With the Bankruptcy Court's 
approval, all of the books and records since inception of Kenilworth have 
been released to Herbert Lindo and the Company emerged from bankruptcy 
with no assets and no liabilities.

<PAGE>

KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management of the Company plans to obtain approximately four million 
dollars ($4,000,000) of new working capital by offering in a private 
placement, Senior Cumulative Convertible Preferred Shares and/or by the 
sale of limited joint venture participation's in future Roulabette 
franchises.
Under the Chapter 11 Plan of Reorganization, the Company 
discharged all debt other than secured debt and governmental 
obligations by issuing to creditors one (1) share of authorized 
but unissued common stock, par value $.01 per share, (the only 
class of securities of the Company) for each $3.00 of debt, and 
simultaneously set up a $500,000 sinking fund to redeem stock 
issued in settlement of debt at $3.00 per share, on a pro-rata 
basis.

On June 7, 1985, The Company issued 2,094,034 shares in settlement 
of $6,282,102 and on September 7, 1985, redeemed 167,000 of those 
shares with the $500,000 from the sinking fund. The funds for the 
sinking fund and for the secured creditors and governmental 
obligations totaling $750,000 were obtained by issuing 753,892 
shares to a small group of private investors. The Company also 
issued 1,281,723 shares for legal and Chapter XI administrative 
fees totaling $512,689. The price per share of $.40 for the legal 
and administrative fees is the same price the Company fixed in the 
private placement of restricted shares and convertible debentures 
concluded for the new working capital after the confirmation. For 
financial accounting purposes, the Company credited to paid-in 
capital the shares issued, measured by the quoted market value of 
the Company's traded shares on the national Association of 
Securities Dealers Automated Quotation System (NASDAQ) on the date 
the shares were issued. To the extent the credits exceeded the 
amounts attributed to paid-in capital, they were credited to non-
recurring income as extraordinary items. To the extent the credits 
were less than the amount attributed to paid-in capital, they 
were recorded as non-recurring losses as extraordinary items.

<PAGE>

KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company's common shares issued in settlement of debt and in 
connection with the sale of shares in the private placements for 
the sinking fund and priority claims, including the legal and 
administrative fees, were not restricted securities, (as defined by 
the Securities Act of 1933), but may be resold by the creditors and 
purchasers at any time by an exemption provided in Section 5 of the 
Securities Act of 1933, as amended, and Section 1145 of the Federal 
Bankruptcy Code.

As a result of the Reorganization plan, the Company charged general 
and administrative expenses as extraordinary items.

All accounts payable and other liabilities of the Company that were 
outstanding at the date the Company entered into chapter XI 
proceedings were settled in the Plan of Reorganization.

Chapter 7 Proceedings
On October 27, 1988, the Bankruptcy Court reopened the Chapter XI 
case for failure by the Company to pay the government obligations. 
On February 5, 1991 the Company's Chapter XI case was converted to 
a Chapter 7 procedure for failure to pay the government obligations, 
and a Trustee was appointed.

<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




             Analysis of Common Stock Issued, Paid-In Capital
            and Gains and Losses as the Result of Stock issued
                         in Plan of Reorganization
<TABLE>
<CAPTION>
                                            Average
                                            Market    Credited      Extra-
                                             price       to
                       Amount of   Common   Of stock   Paid-in      Ordinary
                        Debt or    Stock   On Date of  Capital and  Gain or
                      OBLIGATION   ISSUED  ISSUANCE    COMMON       (LOSS)
                                                       STOCK
<S>                   <C>          <C>      <C>     <C>         <C>
Class IV Creditors    $2,228,349   887,252  $1.5148 $1,471,067     $752,069
Settlement of
lawsuits previously
not recorded                     1,163,012  $1.7238 $2,004,748 ($2,004,748)
Legal and
Administrative Fees
                                 1,169,298   $.2268 $1,434,455 ($1,434,455)
                      $2,228,349 3,219,562          $4,910,270 ($2,687,134)
Less stock redeemed              (167,000)  $1.7500  (292,250)   ($207,750)
                      $2,228,349 3,052,562          $4,618,020 ($2,894,884)
</TABLE>



    (a)   Equipment, Furniture and Leasehold Improvements
<TABLE>
<CAPTION>
                        Dec. 31, Dec. 31, Dec. 31,
<S>                     <C>      <C>      <C>      <C>
                          1998     1990     1989    USEFUL LIFE
Automobiles                $ -0- $ 60,503            3 - 4 years
Furniture and Equipment      -0-  467,566 $431,066   4 - 8 years
Leasehold Improvements       -0-   88,551   88,551 Life of Lease
Total                        -0-  616,920  519,617
Less: Accumulated
      Depreciation and
      Amortization           -0-  497,131  415,315
                           $ -0- $119,789 $103,302
</TABLE>
The unamortized portion was eliminated in 1998.
<PAGE>

              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



    (b)    (Loss) Per Share:

          (Loss)  per  share  is  based  on  the weighted average number of
             outstanding shares during each year.

    (c)   Treasury Stock:

          Under the Plan of Reorganization, during  1985  the  company  was
             required  to redeem 167,000 share issued to Class IV creditors
             with the proceeds  of  the  $500,000  sinking  fund previously
             established.  For financial accounting purposes,  the  company
             ascribed a cost of $292,250, the market value of the shares on
             the  date  of issue  ($1.75  per  share).  The  difference  of
             $207,750 was  recorded  as costs in connection with settlement
             in bankruptcy. The treasury stock was eliminated in 1998.

    (d)   Commitments and Contingencies:

          In  April  1989, the Company moved  its  entire  operations  into
             22,700 square  feet  of  office,  manufacturing  and warehouse
             space at 80 Ruland Road, Melville, New York 11747, pursuant to
             a  lease  which  first expires in April 1999 and provides  for
             consecutive five year  options.  The  lease  provides  for  an
             annual  rent  in  1991  of  $204,000 and is subject to certain
             annual  increases  each tear thereafter.  The  lease  was  not
             assumed by the Bankruptcy Trustee and accordingly terminated.

          In connection with the  acquisition  of  Video  Wagering  Systems
             Corporation  ("Video")  (Note 1), the Company is obligated  to
             issue 46,600 shares of common  stock to former shareholders of
             Video  in  he  event  Video  has cumulative  net  earnings  of
             $2,000,000 from the date of acquisition. Video has not been in
             operation since October 1988.

          Payroll withholding taxes represents  unpaid withholding taxes in
             arrears including interest and penalties  from  the Chapter XI
             proceedings.  The  Company had an agreement with the  Internal
             Revenue Service and  the New York State Department of Taxation
             to  pay  these  taxes  in   increments   of   $50,000  quarter
             annuaaally, with the unpaid balance due in December 1990, when
             the Company was to receive the final payment from its contract
             with the Totalizator Agency Board

<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued



          ("TAB")  of Victoria, Australia. The payment did not  materialize
             at that  time because of a monetary dispute with the TAB. As a
             result, the  Company  was converted to a Chapter 7 liquidation
             proceeding on February  5,  1991.  All taxes were paid in full
             when  the  Company  emerged  from  Chapter  7  proceedings  on
             September 29, 1998.

    (e)   Income Taxes:

          The Company has not filed Federal and State  Income  Tax  returns
             since the year 1987.

          The   Company   has   approximately  twenty-two  million  dollars
             ($22,000,000)  in unexpired  net  operating  tax  loss  carry-
             forward credits  available  from  prior years operations which
             are sufficient to off-set income taxes payable, if any.

<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

               SCHEDULE V {-} PROPERTY, PLANT and EQUIPMENT

for the period beginning November 24, 1998 to December 31, 1998, January 1,
               1991 to November 23, 1998 and the years ended
                        December 31, 1990 and 1989


<TABLE>
<CAPTION>
 COL. A                           COL. B    COL. C    COL. D     COL. E
<S>                                <C>       <C>       <C>         <C>
                                  Balance                        Balance
                                    at                              at
                                 Beginning  Additions             End of
CLASSIFICATION                   OF PERIOD  AT COST  RETIREMENTS  PERIOD
Period ended
December 31, 1998                       $-0-      $-0-        $-0-     $-0-
November 23, 1998                       $-0-      $-0-        $-0-     $-0-
                                         -0-       -0-         -0-      -0-
Year ended
December 31, 1990:
Automobiles                                    $60,503             $ 60,503
Furniture and
 equipment                          $431,066    36,800              467,866
Leasehold
 improvements                        $88,551                        $88,551
Year ended December 31, 1989:
Automobiles                         $ 60,503               $60,503
Furniture and
 equipment                           421,120    $9,946             $431,066
Leasehold
 improvements                         88,551                         88,551
                                    $570,174    $9,946     $60,503 $519,617
</TABLE>


<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

  SCHEDULE VI {-} ACCUMULATED DEPRECIATION, DEPLETION and AMORTIZATION of
                       PROPERTY, PLANT and EQUIPMANT

 for the periods beginning November 24, 1998 to December 31, 1998, January
             1, 1991 to December 31, 1998 to November 23, 1998
              and the years ended December 31, 1990 and 1989


<TABLE>
<CAPTION>
COL. A                            COL. B    COL. C    COL. D     COL. E
<S>                                <C>       <C>       <C>         <C>
                                 Balance   Additions               Balance
                                   at                              at
                                Beginning  To costs                End of
CLASSIFICATION                  OF PERIOD    AND      RETIREMENTS  PERIOD
                                           EXPENSES
Period ended
December 31, 1998                       $-0-      $-0-        $-0-     $-0-
November 23, 1998                       $-0-      $-0-        $-0-     $-0-
                                         -0-       -0-         -0-      -0-
Year ended
December 31, 1990:
Automobiles                         $ 60,503                       $ 60,053
Furniture and
 equipment                          $267,261   $80,816              348,077
Leasehold
 improvements                         88,551                         88,551
Year ended December 31, 1989:
Automobiles                         $ 57,087   $ 3,416             $ 60,503
Furniture and
 equipment                           204,746    62,515             $267,261
Leasehold
 improvements                         88,551                         88,551
                                    $350,384   $65,931             $416,315
</TABLE>


<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

     SCHEDULE VIII {-} VALUATION and QUALIFYING ACCOUNTS and RESERVES

 for the periods beginning November 24, 1998 to December 31, 1998, January
             1, 1991 to November 23, 1998 and the years ended
                        December 31, 1990 and 1989


<TABLE>
<CAPTION>
                                       Balance   Charged            Balance
                                         at                           at
                                      Beginning To Costs            End of
DESCRIPTION                           OF PERIOD    AND   DEDUCTIONS PERIOD
                                                EXPENSE
<S>                                   <C>       <C>      <C>        <C>
Period ended
December 31, 1998                          $-0-                        $-0-
                                            -0-      -0-        -0-     -0-
November 23, 1998                          $-0-                        $-0-
                                            -0-      -0-        -0-     -0-
Year ended
December 31, 1990:
Allowance for doubtful accounts
                                           $-0-                       $ -0-
Year ended December 31, 1989:
Allowance for doubtful accounts            $-0-                        $-0-
</TABLE>


<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

         SCHEDULE X {-} SUPPLEMENTAL INCOME STATEMENT INFORMATION

 for the periods beginning November 24, 1998 to December 31, 1998, January
             1, 1991 to November 23, 1998 and the years ended
                        December 31, 1990 and 1989


<TABLE>
<CAPTION>
  COL. A                                COL. B
<S>                                   <C>
   ITEM                      CHARGED TO COSTS AND EXPENSES
</TABLE>
<TABLE>
<CAPTION>
                                                DEC. NOV.
                                                1998 1998   1990     1989
<S>                                             <C>  <C>  <C>      <C>
Maintenance and Repairs                          $ -  $ - $ 90,372 $110,186
                                                  0-   0-
Depreciation and amortization of equipment,
furniture and leasehold improvements

                                                 $ -  $ - $ 80,816 $ 65,931
                                                  0-   0-
Taxes other than
 income taxes                                    $ -  $ - $192,341 $147,732
                                                  0-   0-
Rents                                            $ -  $ - $204,000 $168,000
                                                  0-   0-
Advertising costs                                $ -  $ -   $  -0-    $  0-
                                                  0-   0-
</TABLE>

<PAGE>

KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
LIST OF SUBSIDIARIES
(a)	Video Wagering Systems Corporation a Delaware corporation.
(b)	Roulabette Corporation a Nevada corporation.