SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
                                       ____________
                              
                          FORM 10-K
                              
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                              
            For the fiscal years ended March 31,
           1989,1990,1991,1992,1993,1994,1995,1996
               Commission File Number  0-7349
                              
                   WEBCOR ELECTRONICS, INC.
   (Exact name of Registrant as specified in its charter)
                              
                Delaware            13-2695316
  (state or other jurisdiction of          (I.R.S. Employer
   incorporation  of organization)       identification No.)
                              
                   1612 N. Osceola Avennue
                  Clearwater, Florida 34615
        (Address of Principal Executive Offices)(Zip Code)
       Registrant's telephone number, including area code:
                        (813) 443 3434
 Securities Registered pursuant to Section 12(g) of the Act
          Common Stock, par value $.01  per share.
                              
 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).
               Yes __________  No. ___ X _____
                        _____________
                              
    APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
         PROCEEDINGS DURING THE PRECEDING FIVE YEARS
                              
 Indicate by check mark whether the Registrant has filed all
documents  and reports required to be filed by Sections  12,
 13  or  15(d)  of  the  Securities  Exchange Act  of  1934
 subsequent  to the distribution of securities under  a plan
                   confirmed by a court..
                              
                 N/A        Yes ___ No ____
                              
The  number of shares outstanding of the Registrant's common
stock  is  3,476,370  (as  of 10-Q January  31,  1989).  The
Registrant  is an inactive company  with limited trading  in
these  securities.  There  has  been  virtually  no  regular
trading  in  the market of this security over the  last  six
years..



     PART I

Item 1. Business

Corporate Background Information

     WEBCOR ELECTRONICS, INC. (the"Registrant") was
incorporated on December 3, 1971 under the laws of the State
of Delaware.  The Company's  business consisted of
manufactuing and selling cordless telephones, telephone
accessories, electronic scales and calculators. On April 8,
1982, the Company registered its stock under  Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange
Act").The Registrant conducted an initial public offering of
its Common Stock in May, 1982 pursuant to a Form S-1
registration Statement under the Securities Act of 1933 (the
"Securities Act").

     After pursuing its business for several years, the
Registrant filed a voluntary petition under Chapter 11 of
the Bankruptcy Act on February 1, 1989. This proceeding was
filed in with the U.S. Bankruptcy Court for the Eastern
District  of New York (Brooklyn) and designated as Case #
89-10328. On October 16, 1990, the Company's Chapter 11 case
was voluntarily converted to a case in Chapter 7 which
resulted in the orderly liquidation of all corporate assets
and the use of the proceeds to repay the Company's
creditors. On November 13, 1996 the Company's case under
Chapter 7 was closed by an order of the Court and the
trustee was discharged. As a result of the Bankruptcy, the
Company has no assets, liabilities, management or ongoing
operations and has not engaged in any business activities
since February, 1990. The Registrant has been totally
inactive since November 13, 1996.

     During the pendancy of the Bankruptcy, the management
of the Registrant neglected to file franchise tax returns
with and pay the required franchise taxes to the State of
Delaware. As a result, the Company's corporate charter was
revoked by order of the Secretary of State of the State of
Delaware on March 1, 1991. Similarly, the management of the
Registrant neglected to file with the SEC either (a) the
regular reports that are required of all companies that have
securities registered under the Exchange Act, or (b) a
certification on Form 15 terminating its registration under
the Exchange Act. As a result, the Company remained a
Registrant under the Exchange Act but was seriously
delinquent in its SEC reporting obligations. According to
the National Quotation Bureau, the last published quotation
for the Company's Common Stock was posted by CARR SECURITIES
CORP., one of the Company's market makers, on October 15,
1996. At that time, the published quote was $$0.00 bid and
$0.10 asked. There have been no published quotations for the
Company's Common Stock since October 15, 1996.

     Acting in its capacity as a Stockholder of the Company,
and without first receiving any consent, approval or
authorization of any other Stockholder  or former officer or
director of the Company, Capston effected a renewal, revival
and restoration of the Company's certificate of
incorporation pursuant to Section 312 of the General
Corporation Law of the State of Delaware. In general,
Section 312 provides that any corporation may "procure an
extension, restoration, renewal or revival of its
certificate of incorporation, together with all the rights,
franchises, privileges and immunities and subject to all of
its duties, debts and liabilities which had been secured or
imposed by its original certificate of incorporation" upon
compliance with certain procedural requirements.

     After reviewing the applicable files, Capston
determined that the only debt of the Company that was
"secured or imposed by its original certificate" was the
obligation of the Registrant to pay its Delaware taxes.
Therefore, Capston paid all past due franchise taxes on
behalf of the Company and then filed a Certificate of
Renewal, Revival, Extension and Restoration of the Company's
Certificate of Incorporation on behalf of the Company under
the authority granted by Section 312(h). This Certificate
was filed in the office of the Secretary of State of the
State of Delaware on December 26, 1996 and at the date of
this Proxy Statement the Company is lawfully incorporated,
validly existing and in good standing under the laws of the
State of Delaware.

Proposed Operations

     While the Registrant has no assets, liabilities,
management or ongoing operations and has not engaged in any
business activities since February 1990, Capston believes
that it may be possible to recover some value for the
Stockholders through the adoption and implementation of a
Plan whereby the Registrant will be restructured as a "clean
public shell" for the purpose of effecting a business
combination transaction with a suitable privately-held
company that has both business history and operating assets.

     Capston believes the Registrant will offer owners of a
suitable privately-held company the opportunity to acquire a
controlling ownership interest in a public company at
substantially less cost than would otherwise be required to
conduct an initial public offering. Nevertheless, Capston is
not aware of any empirical statistical data that would
independently confirm or quantify Capston's beliefs
concerning the perceived value of a merger or acquisition
transaction for the owners of a suitable privately-held
company. The owners of any existing business selected for a
business combination with the Registrant will incur
significant costs and expenses, including the costs of
preparing the required business combination agreements and
related documents, the costs of preparing the a Current
Report on Form 8-K describing the business combination
transaction and the costs of preparing the documentation
associated with any future reporting under the Exchange Act
and registrations under the Securities Act.

     If the Plan is approved by the Stockholders, the
Registrant will be fully reactivated and then used as a
corporate vehicle to seek, investigate and, if the results
of such investigation warrant, effect a business combination
with a suitable privately-held company or other business
opportunity presented to it by persons or firms that seek
the perceived advantages of a publicly held corporation. The
business operations proposed in the Plan are sometimes
referred to as a "blind pool" because Stockholders will not
ordinarily have an opportunity to analyze the various
business opportunities presented to the Registrant, or to
approve or disapprove the terms of any business combination
transaction that may be negotiated by Capston on behalf of
the Registrant. Consequently, the Registrant's potential
success will be heavily dependent on the efforts and
abilities of Capston and its officers, directors and
consultants, who will have virtually unlimited discretion in
searching for, negotiating and entering into a business
combination transaction. Capston and its officers, directors
and consultants have had limited experience in the proposed
business of the Registrant. Although Capston believes that
the Registrant will be able to enter into a business
combination transaction within 12 months after the approval
of the Plan by the Stockholders, there can be no assurance
as to how much time will elapse before a business
combination is effected, if ever. The Registrant will not
restrict its search to any specific business, industry or
geographical location, and the Registrant may participate in
a business venture of virtually any kind or nature.

     Capston and its officers, directors and consultants
anticipate that the selection of a business opportunity for
the Registrant will be complex and extremely risky. Because
of general economic conditions, rapid technological advances
being made in some industries, and shortages of available
capital, Capston believes that there are numerous privately-
held companies seeking the perceived benefits of a publicly
traded corporation. Such perceived benefits may include
facilitating debt financing or improving the terms on which
additional equity or may be sought, providing liquidity for
the principals of the business, creating a means for
providing incentive stock options or similar benefits to key
employees, providing liquidity for all stockholders and
other factors.

     Potential business opportunities may occur in many
different industries and at various stages of development,
all of which will make the task of comparative investigation
and analysis of such business opportunities extremely
difficult and complex. Capston anticipates that the
Registrant will be able to participate in only one business
venture. This lack of diversification should be considered a
substantial risk inherent in the Plan because it will not
permit the Registrant to offset potential losses from one
venture against gains from another. Moreover, due to the
Registrant's lack of any meaningful financial, managerial or
other resources, Capston believes the Registrant will not be
viewed as a suitable business combination partner for either
developing companies or established business that are in
need of substantial additional capital.

Acquisition of Opportunities

     In implementing a particular business combination
transaction, the Registrant may become a party to a merger,
consolidation, reorganization, joint venture, franchise or
licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business.
After the consummation of a business combination
transaction, it is likely that the present Stockholders of
the Registrant will only own a small minority interest in
the combined companies. In addition, as part of the terms of
the acquisition transaction, all of the Registrant's
officers and directors will ordinarily resign and be
replaced by new officers and directors without a vote of the
Stockholders. Capston does not intend to obtain the approval
of the Stockholders prior to consummating any acquisition
other than a statutory merger that requires a Stockholder
vote. Capston and its officers, directors and consultants do
not intend to sell any shares held by them in connection
with a business acquisition.

     It is anticipated that any securities issued in a
business combination transaction will be issued in reliance
on exemptions from registration under applicable Federal and
state securities laws. In some circumstances, however, as a
negotiated element of a business combination, the Registrant
may agree to register such securities either at the time the
transaction is consummated or at some specified time
thereafter. The issuance of substantial additional
securities and their potential sale into any trading market
that may develop may have a depressive effect on such
market. While the actual terms of a transaction to which the
Registrant may be a party cannot be predicted, it may be
expected that the parties to the business transaction will
find it desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so called "tax
free" reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1986, as amended (the "Code") In
order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80%
or more of the voting stock of the surviving entity. In such
event, the stockholders of the Registrant would retain less
than 20% of the issued and outstanding shares of the
combined companies, which could result in significant
dilution in the equity of such stockholders. The Registrant
intends to structure any business combination in such manner
as to minimize Federal and state tax consequences to the
Registrant and any target company.

     As part of the Registrant's investigation of potential
business opportunities, Capston and its officers, directors
and consultants will ordinarily meet personally with
management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of
certain information provided, check reference of management
and key personnel, and take other reasonable investigative
measures, to the extent of the Registrant's limited
resources and Capston's limited expertise. The manner in
which the Registrant participates in an opportunity will
depend on the nature of the opportunity, the respective
needs and desires of the Registrant and other parties and
the relative negotiating strength of the Registrant and such
other management.

     With respect to any business combination negotiations,
Capston will ordinarily focus on the percentage of the
Registrant which target company stockholders would acquire
in exchange for their ownership interest in the target
company. Depending upon, among other things, the target
company's assets and liabilities, the Registrant's
stockholders will in all likelihood only own a small
minority interest in the combined companies upon completion
of the business combination transaction. Any business
combination effected by the Registrant can be expected to
have a significant dilutive effect on the percentage of
shares held by the Registrant's current Stockholders.

     Upon completion of a business combination transaction,
there can be no assurance that the combined companies will
have sufficient funds to undertake any significant
development, marketing and manufacturing activities.
Accordingly, the combined companies may be required to
either seek additional debt or equity financing or obtain
funding from third parties, in exchange for which the
combined companies might be required to issue a substantial
equity position. There is no assurance that the combined
companies will be able to obtain additional financing on
terms acceptable to the combined companies.

     It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and
execution of relevant agreements, disclosure documents and
other instruments will require substantial management time
and attention and substantial costs for accountants,
attorneys and others. If a decision is made not to
participate in a specific business opportunity the costs
incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached
for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the
loss of the Registrant of the related costs incurred.

Item 2. Properties

      None.

Item 3. Legal Proceedings

      None.

Item 4.  Submission  of  matters to a vote of Security
Holders

      None.


     PART II

Item 5. Market for Registrant's Common Equity

There has been no consistent active trading in the
Registrant's security for over five years.  National
Quotation Bureau reported that on October 15, 1996 there was
a closing ask of .10 with no closing bid reported.

Item 6. Selected Financial Data.


Operating Revenues           1992   1993   1994 1995  1996
Income (Loss) from
Continuing Operation          0       0      0   0     0
Income (Loss) from
Continuing Operations
Per Share                     0       0      0   0     0

Total Assets                  0       0     0    0     0
    Long Term Obligations     0       0     0    0     0
Cash Dividends Declared       0       0     0    0     0
       Per Common Share

Item 7. Management Discussion and Analysis of Financial
Condition and Results of Operations.

This   10-K  is  for  the  purpose  of  providing  financial
information  in  regard  to the years  that  WEBCOR  was  in
bankruptcy.  To that end, the attached financial  statements
include an audited statement for November 13, 1996 when  the
Registrant's  petition was declared closed and  the  trustee
was discharged.
-
Management has attempted to reconstruct financial statements
for  the years in which WEBCOR was in bankruptcy.  This  was
not  possible  due to the fact as a matter  of  routine  the
Trustee   abandons  all  Records  of  the  Debtor's  Estate.
Therefore,  records necessary for reconstructing responsible
financial  statements for the years in bankruptcy  were  not
available.

The Company had no operations on which to report during
bankruptcy or since that time.  It is the intention of the
acting management to seek stockholder approval through a
future proxy to seek out and acquire a private company which
can cause the Company to once again become a viable
operating public company.

Item 8. Financial Statements and Supplementary Data.

   For the information called for by this Item, see the
Financial Statements attached.

Item 9. Changes in and Disagreements With Accoutants on
Accounting and Financial Disclosure.

     The Registrant's financial statements for the years
ended March 31, 1988 were audited by the firm of  Mann Judd
Landau, Certified Public Accountants.  As a result of the
bankruptcy, as discussed elsewhere herein, the Registrant
did not prepare audited financial statements from 1989 -
1996.  In connection with the revival and restoration of the
Company's certificate of incorporation, the firm of Want &
Ender, Certified Public Accountants was retained to audit
the Registrant's balance sheet for the year ended 1996, and
to serve as the Registrant's auditor in the future. During
the fiscal years ended 1996, and the subsequent interim
period preceding the appointment of Mann Judd Landau, CPA,
there were no reportable disagreements between the
Registrant and the firm of Mann Judd Landau, Certified
Public Accountants, on any matter of accounting principles
or practices, financial statement disclosure, or auditing
scope or procedure.


     PART III

Item 10. Directors and Executive Officers of the Registrant

     Ms.  Sally  Fonner, age 48, the president and sole
stockholder of Capston, has assumed the duties of President,
Secretary, Treasurer and Sole Director of the Registrant
pending a Special Meeting of the Stockholders that is
presently scheduled for January 31, 1997. At that Meeting,
Ms. Fonner intends to seek re-election for a term of office
that is anticipated be no more than two years or until
permanent management can be located, whichever should occur
first in time. Ms. Fonner's sole purpose is to seek  out
qualified new operations and management.


     PART III (cont.)

Item 11. Executive Compensation.

No officer or director of the Registrant has received any
compensation for services performed during the past three
years and no future compensation agreement between Ms.
Fonner and the Registrant is contemplated. Notwithstanding
the foregoing, the Registrant's proposed Proxy Statement
will provide for significant stock compensation to certain
individuals selected by Capston.


Item 12. Security Ownership of Certain Beneficial Owners and
Management

Title of Class           Name / Address Amount of Percent of
                         Beneficial Owner
Beneficial Owner

Common  Victor Reichenstein             985,507    27.00%
                79 Express Street
                Plainview, NY
                11802

        Capston Network Company          5,000        --%
                1612 N. Osceola Avenue
                Clearwater, Fl
                34615


The above information, with the exception of Capston Network
Company, is taken from the last filed 10-Q dated January 31,
1989.


Item 13. Certain Relationships and Related Transactions

      No officer, director or family member of an officer or
director is indebted to the Registrant.

Item 14. Exhibits, Financial Statement Schedules and
Reports.

Financial statements filed with this report:

      Independent Auditor's report for November 13,1996,
      Balance Sheet of November 13, 1996
      Statements of Income for November 13, 1996
      Shareholder Equity for November 13, 1996
      Independent Auditor's report for March 31, 1996.
      Balance Sheet of Marcn 31, 1996
      Statements of Income for March 31, 1996
      Shareholders Equity for March 31, 1996.

Exhibits:

Exhibit 3.1 Certificate of Reinstatement
Exhibit 3.2  Amended By-Laws



   SIGNATURES

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

WEBCOR
Date: _______________              By____________________
                         Sally Fonner,
                         Acting Director
                         Acting President
                         and Acting Chief Financial Officer

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

Date : ______________         By_____________________
                         Sally Fonner,
                         Acting Director
                         Acting President
                         and Acting Chief Financial Officer

WANT & ENDER, CPA, P.C.
CERTIFIED PUBLIC ACCOUNTANTS            East 28th Street,8th Floor
                                        New   York,   NY 1001637
MARTIN ENDER. CPA                       Telephone(212)684-2414
STANLEY Z. WANT, CPA, CFP               Fax (212) 684-5433


                Independent Auditor's Report


To the Shareholders and Board of Directors
WEBCOR CORPORATION


We  have  audited the accompanying balance sheet  of  WEBCOR
ELECTRONICS, INC. (A  Dormant  State  Company)  at  November
13,    1996.    These    financial   statements   are    the
responsibility    of   the   Company's   management.     Our
responsibility   is   to  express  an   opinion   on   these
financial statements based on our audit.

We   have   conducted our audit in accordance with generally
accepted  auditing   standards.   These  standards   require
that   we   plan  and perform the audit to obtain reasonable
assurance about whether  the financial  statoments are  tree
of   material   misstatement.   An   audit  also    includes
examining on a test basis, evidence supporting  the  amounts
and  disclosures in the financial statements. An audit  also
includes   assessing  the  accounting  principles  used  and
significant  estimates   made  by  management,  as  well  as
evaluating   the  overall financial  statement presentation.
We  believe our audit provides  a reasonable basis  for  our
Opinion.

In   our Opinion, the financial statements referred to above
present  fairly,   in all material respects,  the  financial
position  of  WEBCOR ELECTRONICS, INC.  (A   Dormant   State
Company)    at  November  13,  1996    in  conformity   with
generally accepted accounting principles.

Martin Ender
Want & Ender CPA, P.C.
Certified Public Accountants

New York, NY
December 27, 1996

                     WEBCOR CORPORATION
                  (A Dormant State Company)
                       Balance Sheets
                      November 13, 1996

                                                      1996
                              
ASSETS


Organization Cost                                      0.00


   Total Assets                                        0.00

LIABILITIES AND ST0CKHOLDERS' EQUITY


STOCKHOLDERS' EQUITY
 Common Stock, par value $.01 per share;
 20,000,000.00 shares authorized of common stock;
 3,476,370.00  shares issued and  outstanding          0.00
Preferred Stock, par value $.01.
 1,000,000 shares authorized of preferred stock
Additional Paid in Capital                             0.00
Deficit accumulated during development stage           0.00


          Total Stockholders' Equity                   0.00


          Total Liabilities and Stockholders' Equity   0.00

       See accompanying notes to financial statements.
                              

                     WEBCOR CORPORATION
                  (A Dormant State Company)
                              
                      November 13, 1996

Note 1. NATURE of BUSINESS

WEBCOR  Corporation,  (A  Dormant  State  Company)   ,   was
incorporated  on December 3, 1971 , under the  laws  of  the
State of Delaware.  The Company's   business  consisted   of
manufactuing  and  selling  cordless  telephones,  telephone
accessories,   electronic  scales   and   calculators.    On
February  1,  1989, the Company filed a petition,   No.  89-
10328,  in  the  U.S. Bankruptcy Court for the  District  of
Eastern District  Of New York (Brooklyn).  WEBCOR attemted a
re-organization  for  almost a year and  a  half.   It  took
another  six  years to finalize the affairs of the  Company.
This bankruptcy  began on February 1, 1989. on November  13,
1996  the  Registrant's Petition  was  declared  closed  and
the  Trustee  was  discharged. Since November 13, 1996,  the
Registrant has been totally inactive.



WANT & ENDER, CPA, P.C.
Certified Public Accountants       37 East 26th Street, 8th floor
                                   New York, NY 10016
Martin Ender, CPA                  Telephone (212) 684-2414
Stanley Z. Want, CPA, CFP          Fax (212) 684-5433

Independent Auditor's Report

To the Shareholders and Board of Directors
WEBCOR CORPORATION

We  have  audited the accompanying balance sheet  of  WEBCOR
ELECTRONICS,  INC. (A Dormant State Company)  at  March  31,
1996  and  the  related statements of income,  shareholders'
equity,  and  cash  flows for the year  then  ended.   These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an  opinion  on
these financial statements based on our audit.

We  have  conducted our audit in accordance  with  generally
accepted  auditing standards.  These standards require  that
we plan and perform the audit to obtain reasonable assurance
about  whether the financial statements are free of material
misstatement.  An audit also includes examining  on  a  test
basis,  evidence supporting the amounts and  disclosures  in
the  financial statements.  An audit also includes assessing
the  accounting  principles used and  significant  estimates
made  by  management,  as   well as evaluating  the  overall
financial  statement  presentation.  We  believe  our  audit
provides a reasonable basis for our opinion.

In  our opinion, the financial statements referred to  above
present  fairly,  in  all material respects,  the  financial
position  of  WEBCOR  ELECTRONICS,  INC.  (A  Dormant  State
company) at March 31, 1996 and the results of its operations
and  its  cash flows for the years then ended in  conformity
with generally accepted accounting principles.



Martin Ender
Want & Ender, CPA, P.C.
Certified Public Accountants
New York, NY
December 27, 1996

                     WEBCOR CORPORATION
                  (a Dormant State Company)
             for the year ending March 31,  1996

                                                       1996
 Assets

     Organization Cost                                $ 0.00

          Total Assets                                $ 0.00

Liabilities and Shareholder's Equity

Stockholders' Equity

Common Stock par value at $.01 per share
20,000,000.00 shares authorized,
 3,476,370.00 shares issued and outstanding            $0.00
Preferred Stock, par value $.01.
 1,000,000 shares authorized of preferred stock
 Additional Paid in Capital                            $0.00
Deficit accumulated during development stage           $0.00

Total Shareholders' Equity                             $0.00
Total Liabilities and Shareholders Equity              $0.00


                     WEBCOR CORPORATION
                  (a Dormant State Company)
                      Income Statements
                              
              for the year ending March 31,1996



                                                        1996

Revenues and Expenses                                  $0.00

                  WEBCOR ELECTRONICS, INC.
                  (a Dormant State Company)
             Statements of Shareholder's Equity
             for the year ending March 31, 1996
                              
                                                       1996

Common Stock
(3,476,370.00 shares issued & outstanding)             $0.00
Additional Paid in Capital                             $0.00
Accumulated Deficit                                    $0.00
Balance April 1                                        $0.00
Net Income/(loss) for the year                         $0.00
Balance March 31                                       $0.00


                  WEBCOR ELECTRONICS, INC.
                  (A Dormant State Company)
                              
                       March 31, 1996

Note 1.  NATURE OF BUSINESS

WEBCOR,  (A  Dormant  State Company),  was  incorporated  on
December  3, 1971, under the laws of the State of  Delaware.
The Company's business consisted of manufactuing and selling
cordless   telephones,  telephone  accessories,   electronic
scales and calculators.  The Company's shares were traded on
the  AMS exchange, but are now traded over-the-counter as  a
penny  stock.  On  February 1, 1989,  The  Company  filed  a
petition, No. 89-10328, in the U.S. Bankruptcy Court for the
District of Eastern District  Of New York (Brooklyn). WEBCOR
attemted a re-organization for almost a year and a half.  It
took  another  six  years to finalize  the  affairs  of  the
Company.   This bankruptcy proceeding began on  February  1,
1989 and on November 13, 1996 the Registrant's Petition  was
declared  closed  and  the Trustee  was  discharged.   Since
November 13, 1996, the Registrant has been totally inactive.

On December 26, 1996, Capston Network Company, a
stockholder, successfully reinstated the Registrant under
its original Delaware Charter.

Note 2.  RELATED PARTY TRANSACTIONS

The Capston Network Company owns 5,000 shares in WEBCOR
ELECTRONICS, INC.