SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.  20549

                                 FORM 10-KSB/A

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

                   For the Fiscal Year Ended May 31, 1998

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

                         Commission file number 0-12866

                             ANTENNA PRODUCTS, INC.
                                (fka Cabre Corp)
               (Exact name of registrant as specified in its charter)

                 Delaware                   	     					75-1907070
       (State or other jurisdiction of 			   (IRS EmployerIdentification No.)
        Incorporation or organization)

           1209 Orange St., Wilmington, Delaware 19801			(302) 658-7581
         (Address of principal executive offices)			(Issuer's telephone number)

          Securities registered pursuant to Section 12(b) of the Act:
							                                  None

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

                                  Title of each class

                            Common Stock, $0.01 par value

	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___

	As of July 31, 1998, there were outstanding 1,812,928 shares of the 
registrant's common stock, par value $0.01, which is the only class of common 
stock of the registrant.  As of that date, and based on the closing bid 
price, the aggregate market value of the shares of common stock held by non-
affiliates of the registrant was approximately $1,313,825.

                      Documents Incorporated by Reference
                               Proxy Statement
													


The following amendment to the 10-KSB filed for the period ending May 31, 
1998 reflects an expanded explanation to the revenue recognition note 
("Sales and Contract Revenues and Related Costs").  The expanded explanation 
describes the various types of long-term sales contracts used and the type of 
contracts used for commercial enterprises, governments and other 
organizations.  The note also explains how revenues are recognized under 
these contracts.

The amendment does not change the financial statements, however the financial 
statements were included for ease of reading.



                           ANTENNA PRODUCTS, INC
                                ____________



                      CONSOLIDATED FINANCIAL STATEMENTS

                 for the years ended May 31, 1998 and 1997






INDEPENDENT AUDITORS' REPORT

The Board of Directors
Antenna Products, Inc.

We have audited the accompanying consolidated balance sheets of Antenna 
Products, Inc. as of May 31, 1998 and 1997, and the related consolidated 
statements of income, changes in shareholders' equity and cash flows for the 
years then ended.  These consolidated financial statements are the 
responsibility of the Company's management.  Our responsibility is to express 
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audits to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit 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 that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the consolidated financial position of Antenna 
Products, Inc. as of May 31, 1998 and 1997 and the results of operations and 
its cash flows for the years then ended, in conformity with generally 
accepted accounting principles.




s/o/f:  Jackson & Rhodes, P.C.

Dallas, Texas
July 16, 1998 (Except as to Note 12, which is as of August 5, 1998)



                      ANTENNA PRODUCTS, INC. AND SUBSIDIARES
                           CONSOLIDATED BALANCE SHEETS
                              MAY 31, 1998 AND 1997

                                      ASSETS
                                      ------
                                                        1998           1997
Current assets:
 Cash and cash equivalents                          $   221,041    $    90,461
 Accounts receivable:
  Trade, net of allowances for doubtful accounts
   of $7,021 in 1998 and $59,822 in 1997              1,009,350        835,828
  United States Government                              332,230        196,815
  Inventories                                         2,695,470      2,398,443
  Prepaid expenses and other assets                       9,229          8,162
  Income taxes receivable                                15,592              -
  Deferred income taxes                                 199,057        162,609
  Net assets of discontinued operations                       -        283,807
                                                    -----------     ----------
    Total current assets                              4,481,969      3,976,125

Property and equipment, net                           2,640,560      2,942,562
                                                    -----------     ----------
                                                     $7,122,529     $6,918,687
                                                    ===========     ==========


                        LIABILITIES AND SHAREHOLDERS' EQUITY
                        ------------------------------------

Current liabilities:
 Notes payable                                       $1,300,000     $  615,000
 Current portion of long-term debt                       43,688        199,800
 Accounts payable                                       436,504        502,733
 Accrued expenses                                       670,295        471,204
 Income taxes payable                                         -         11,225
                                                     ----------     ----------
  Total current liabilities                           2,450,487      1,799,962
                                                     ----------      ---------
 Long-term debt, less current portion                   890,585      1,400,942
 Note payable to shareholder                            800,000        800,000
 Deferred income taxes                                  448,617        469,644
                                                     ----------      ---------
  Total long-term liabilities                         2,139,202      2,670,586
                                                     ----------      ---------
  Total liabilities                                   4,589,689      4,470,548
                                                     ----------      ---------
Commitments and contingencies (Note 10)                       -              -

Shareholders' equity:
 Preferred stock, $1.00 par, 2,000,000 shares 
  authorized,no shares issued and outstanding                 -              -
 Common stock, $0.01 par, 8,000,000 shares 
  authorized, 1,812,928 shares in 1998 and 
   1,813,038 shares in 1997 issued and outstanding       18,130         18,130
 Additional paid-in capital                           1,921,451      1,921,451
 Retained earnings                                      593,259        508,558
                                                     ----------     ----------
  Total shareholders' equity                          2,532,840      2,448,139
                                                     ----------     ----------
                                                     $7,122,529     $6,918,687


          See accompanying notes to consolidated financial statements.


                    ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME

                   For the Years ended May 31, 1998 and 1997

                                                      1998             1997
                                                      ----             ----
Sales and contract revenues                         $9,003,408      $7,975,962 
Cost of sales and contracts                          7,307,587       6,309,183 
                                                    ----------      ----------
 Gross profit                                        1,695,821       1,666,779 

Sales and administrative expenses                      908,743         930,317 
                                                     ---------      ----------
 Operating profit                                      787,078         736,462 
                                                     ---------      ----------
Other income and (expense):
 Interest expense                                     (272,669)       (235,373)
  Interest income                                        1,901             779 
  Other                                                 14,938           8,472 
                                                      --------       ---------
Total other income and (expense)                      (255,830)       (226,122)

Income from continuing operations
 before income taxes                                   531,248         510,340 

Provision for income taxes                             180,009         176,911 
                                                      --------       ---------
Income from continuing operations                      351,239         333,429 

Discontinued operations (Note 3):
 Loss from operations of discontinued
  metal finishing segment, net of $36,572 and
   31,102 tax benefit                                  (70,993)        (70,183)
 Loss on disposal of metal finishing segment,
  net of $100,730 in tax benefit                      (195,535)              - 
                                                     ----------      ---------
Net income                                           $  84,711       $ 263,246 
                                                     ==========      =========
 Earnings (loss) per common share:
  Continuing operations                              $     0.19      $    0.18 
  Discontinued operations                                 (0.14)         (0.03)
                                                     -----------     ----------
  Net earnings                                       $     0.05      $    0.15 
                                                     ===========     =========


          See accompanying notes to consolidated financial statements.


                      ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

                   For the years ended May 31, 1998 and 1997

 
                  Common Stock
                                             Additional
                         Number               Paid In     Retained
                       of Shares   Amount     Capital     Earnings    Total
                       ---------   ------    ----------   --------   ---------  
Balance, May 31, 1996  1,813,128   $18,131   $1,921,451   $245,401  $2,184,983 

Retirement of Stock          (90)       (1)           -        (89)        (90)

Net income                     -         -            -    263,246     263,246 
                       ---------   -------    ----------  --------  ----------
Balance, May 31, 1997  1,813,038    18,130     1,921,451   508,558   2,448,139 

Retirement of stock          (10)        -             -       (10)        (10)

Net income                     -         -             -     84,711     84,711 
                       ---------    ------     ---------   --------   --------
Balance, May 31, 1998  1,812,928   $18,130    $1,921,451   $593,259 $2,532,840 
                       =========   =======    ==========   ======== ==========

                See accompanying notes to consolidated financial statements.



                          ANTENNA PRODUCTS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                        For the years ended May 31, 1998 and 1997


                                                     1998             1997 
                                                     ----             ----
Cash flows from operating activities:         $    84,711         $    263,246 
Net income
 Adjustments to reconcile net income 
  to net cash provided by operating 
   activities:
    Depreciation                                  301,999              322,189 
    Net liabilities from discontinued 
     operations                                   (91,340)             (23,601)
    Deferred federal income tax                   (57,475)              23,458 
    Changes in assets and liabilities:
     Accounts receivable                         (308,937)             (47,990)
      Inventory                                  (297,027)             130,804 
      Payments received                                 -                5,404 
      Prepaid expenses                             (1,067)              (2,488)
      Accounts payable and accrued expenses       132,866              138,992 
      Income taxes payable/receivable             (26,816)              88,341 
                                                ----------          ----------
Net cash provided (used) by operating 
 activities                                      (263,086)             898,355 
                                                ----------          ----------
Cash flows from investing activities:
 Purchase of property and equipment                     -              (16,965)
                                                ----------          ----------
Cash flows from financing activities:
 Net borrowings (payments) under 
  bank lines of credit                             685,000            (775,000)
 Principal payments on long-term debt             (291,324)           (170,202)
 Purchase of common stock                              (10)                (90)
                                                -----------         -----------
 Net cash provided (used) by financing 
  activities                                        393,666           (945,292)
                                                -----------         -----------
 Net increase (decrease) in cash and 
  cash equivalents                                  130,580            (63,902)
 Cash and cash equivalents at 
  beginning of period                                90,461            154,363 
                                                -----------          ---------
 Cash and cash equivalents at end of period     $   221,041          $  90,461 
                                                ===========          =========
Supplemental disclosure of cash flow 
 information:
  Cash paid during the period for:
   Interest (none capitalized)                  $   272,669          $ 235,373 
   Income taxes                                     127,000            100,000 


            See accompanying notes to consolidated financial statements.


                               ANTENNA PRODUCTS, INC.

                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      For the Years Ended May 31, 1998 and 1997

                                        AMENDMENT
                                        =========

2. Summary of Significant Accounting Policies

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of the 
Company and its subsidiaries.  All significant intercompany balances 
and transactions are eliminated in consolidation.

Sales and Contract Revenues and Related Costs
---------------------------------------------

Antenna Products manufactures and markets standard and custom antennas, 
guyed and self supported towers, monopoles, support structures, masts 
and communication accessories worldwide.  Customers include the U.S. 
Government, both military and civil agencies, U.S. Government prime 
contractors and commercial clients.  Examples of Antenna Products' U.S. 
Government supplied products include ground to air collinear antennas, 
instrument landing antennas and towers, fixed system multi-port antenna 
arrays, tactical quick erect antennas and masts, shipboard antenna 
tilting devices, transport pallets, surveillance antennas, antenna 
rotators, positioners and controls, and high power broadcast baluns.  
Examples of the company's commercial products include panel, sector, 
omnidirectional and closed loop PCS antennas, automatic meter reading 
(AMR), cellular, paging and yagi antennas, guyed towers, self supported 
towers and monopoles.

Antenna Products is primarily a build to order company.  As such, most 
orders are negotiated firm fixed-price contracts.  Most commercial 
contracts are single order and single delivery firm fixed-price 
contracts.  Some government contracts are multi-year performance with 
established option dates with a predetermined escalated price for 
delivery in that outyear.  These types of contracts can be valid from 
two to five years.  Other types of government contracts are called 
supply contracts where the government buys a particular product and has 
estimated the quantity required over an expected period.  Antenna 
Products has some major prime contractors who negotiate contracts based 
on large quantities with set escalation rates for future prices.  The 
Government is attempting to procure more and more products that have 
commercial equivalents to military standards.  These purchases are for 
off-the-shelf products and therefore use credit cards and accept 
commercial terms and shipping methods.  Antenna Products recognizes an 
order or resultant sale when official notification is received that an 
option is being exercised.

Revenue from short-term contracts calling for delivery of products are 
recognized as the product is shipped.  Revenue and costs under certain 
long-term fixed price contracts with governments are recognized on the 
units of delivery method.  This method recognizes as revenue the 
contract price of units of the product delivered during each period and 
as the cost of earned revenue the costs allocable to the delivered 
units; costs allocable to undelivered units are reported in the balance 
sheet as inventory.  Amounts in excess of agreed upon contract price 
for customer directed changes, constructive changes, customer delays or 
other causes of additional contract costs are recognized in contract 
value if it is probable that a claim for such amounts will result in 
additional revenue and the amounts can be reasonably estimated.  
Revisions in cost and profit estimates are reflected in the period in 
which the facts requiring the revision become known and are estimable.  
Losses on contracts are recorded when identified.	


                                   SIGNATURE

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



DATE:  January 12, 1999.



                                      							Antenna Products, Inc.




                                   						BY:	s/o/f: Gary W. Havener
                                                    ---------------							
                                             Principal Executive Officer and 
                                                        Director