UNITED STATES
                  SECURITIES EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                         FORM 10-QSB/A

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[X]  Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

          For the quarterly period ended July 30, 1999

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                LEISURE CONCEPTS INTERNATIONAL INC.
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)


        DELAWARE                           13-4032991
        --------                           ----------
(State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)        Identification No.)


20 Purple Martin Drive
Hackettstown, New Jersey                      07840
----------------------------------            -----
(Address of principal executive offices)    (Zip Code)

Registrant's telephone number              908-813-0418
                                          --------------

Check here whether the issuer (1) has filed all reports required
to be filed by Sections 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 30, 1999, the following shares of the Registrant's
common stock were issued and outstanding:

         8,332,000 shares of voting common stock


Traditional Small Business Disclosure (check one): Yes  X  No 
<PAGE>
<PAGE>

INDEX

PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements . . . . . . . . . . . . . . . . .3
          CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .4
          CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .5
          STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .6
          Note 1.   NATURE OF BUSINESS AND SIGNIFICANT
                    ACCOUNTING POLICIES. . . . . . . . . . . . .8
          Note 2.   USE OF OFFICE SPACE. . . . . . . . . . . . .8
          Note 3.   EARNINGS PER SHARE . . . . . . . . . . . . .9
          Note 4.   LIQUIDITY . . . . . . . . . . . . . . . . . 9
          Note 5.   SUBSEQUENT EVENTS . . . . . . . . . . . . . 9
          Note 6.   CONTRIBUTED SERVICES . . . . . . . . . . . 10
          Note 7.   LOAN PAYABLE . . . . . . . . . . . . . . . 10

Item 2.   Management's Discussion And Analysis or Plan of
          Operations. . . . . . . . . . . . . . . . . . . . . .11

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . 16

Item 2.   Changes in Securities. . . . . . . . . . . . . . . . 16

Item 3.   Defaults upon Senior Securities. . . . . . . . . . . 16

Item 4.   Submission of Matters to a Vote of
          Security Holders . . . . . . . . . . . . . . . . . . 17

Item 5.   Other information. . . . . . . . . . . . . . . . . . 17

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . 17


SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 18

<PAGE>
<PAGE>

PART I - FINANCIAL INFORMATION


To the Board of Directors of Leisure Concepts International Inc.
Hackettstown, NJ

We have reviewed the accompanying balance sheet of Leisure
Concepts International Inc., (a development stage company) as of
July 31, 1999 and the related statements of loss and accumulated
deficit, and cash flows for the three months then ended, in
accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public
Accountants.  All information included in these financial
statements is the representation of the management of Leisure
Concepts International Inc.

A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data.  It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.

Graf Repetti & Co., LLP
Dated: New York, New York
       September 16, 1999

              LEISURE CONCEPTS INTERNATIONAL INC.
              CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
                                      As Of            As Of
                                   July 31, 1998   Jan. 31, 1999
                                    (Unaudited)      (Audited)
                                 --------------------------------
<S>                                <C>              <C>
ASSETS
Current Assets
Cash                                     $0              $0
Other Current Assets                      0               0
                                   _________         ________
Total Current Assets                      0               0
Other Assets                              0               0
                                   _________         ________
TOTAL ASSETS                             $0              $0

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts Payable                         $0              $0
Accrued Expenses                      5,525          13,500
                                   _________         ________

Total Current Liabilities             5,525          13,500
Loan Payable                         16,000               0
                                   _________         ________
Total Liabilities                    21,525          13,500

Stockholders' Equity
 Common Stock, $.001 par value,
 Authorized 25,000.000 Shares;
 Issued and Outstanding
 8,332,000 Shares                     8,332           8,332

Additional Paid in Capital          181,438          77,238
Deficit Accumulated During the
Development Stage                  (211,295)        (99,070)
                                   _________        ________

Total Stockholders' Equity          (21,525)        (13,500)

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY                    $0              $0
</TABLE>

The accompanying notes and accountant's report are an integral
part of these financial statements.
<PAGE>
<PAGE>

                 LEISURE CONCEPTS INTERNATIONAL INC.
           CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

<TABLE>
                    For the 3 Mos Ended    For the 3 Mos Ended
                          July 30                April 30
                     1999         1998       1999         1998
                    ------------------------------------------
<S>                 <C>         <C>          <C>          <C>

TOTAL REVENUES:     $     0       N/A              0        N/A

OPERATING EXPENSES:
 Accounting           1,500       N/A          1,500        N/A
 Legal                2,500                    2,500
 Rent Expense (Note 2)2,100                    2,100
 Filing Fee              12                       13
 Contributed Svcs
       (Note 6)      50,000                   50,000
                    ________   _______       ________   ________

NET LOSS            (56,112)      N/A        (56,113)      N/A

NET LOSS PER SHARE     (.01)                    (.01)

Weighted Average
  Number of Shares
  Outstanding        8,332,000               8,332,000

</TABLE>

The accompanying notes and accountant's report are an integral
part of these financial statements.

<PAGE>
<PAGE>
              LEISURE CONCEPTS INTERNATIONAL INC.
              STATEMENT OF CASH FLOWS (unaudited)
<TABLE>
                            For the 3 mos       For the 3 mos
                                Ended               Ended
                                 to                   to
                            July 31, 1999      April 30, 1999
                         ________________________________________
<S>                             <C>                <C>

CASH FLOWS FROM OPERATING
ACTIVITIES:

Net Loss                        $(56,112)           $(56,113)

Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Changes in Assets and Liabilities
Increase in Accounts Payable and
Accrued Expenses                   1,512             ( 9,487)

Additional Paid In Capital
 Contributed by Shareholders
 for Rent                          2,100               2,100
Contributed Services              50,000              50,000
                                 ________          __________

Total Adjustments                (53,612)            (42,613)

Net Cash Used in
Operating Activities             ( 2,500)            (13,500)

CASH FLOWS FROM FINANCING
ACTIVITIES:

Increase in Loan Payable           2,500              13,500
                                 ________           _________
Net Cash Provided
by Financing Activities            2,500              13,500

Net Change in Cash                     0                   0

Cash at Beginning of Period            0                   0

Cash at End of Period             $    0             $     0

Supplemental Disclosure of
Cash Flow Information
Cash Paid During the Period for

Interest Expense                       0                   0
Corporate Taxes                   $    0             $     0

</TABLE>
The accompanying notes and accountant's report are an integral
part of these financial statements.
<PAGE>
<PAGE>
              LEISURE CONCEPTS INTERNATIONAL INC.
                  NOTES TO FINANCIAL STATEMENTS
                         JULY 31, 1999

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

A.  Description of Company

LEISURE CONCEPTS INTERNATIONAL INC.("the Company") is a for-
profit corporation, incorporated under the laws of the State of
Delaware on December 29, 1995.  Leisure Concepts International
Inc. is a developmental stage company whose principal objective
is to provide all-inclusive travel services to recognized
destinations worldwide.  It will focus on three specific areas:
online travel services, European cruises, and European
vacation ownership.

B. Basis of Presentation

Financial statements are prepared on the accrual basis of
accounting.  Accordingly, revenue is recognized when earned and
expenses when incurred.


C. Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures.  Accordingly, actual results could
differ from these estimates.  Significant estimates in the
financial statements include the assumption that the Company will
continue as a going concern. See Note 4.


NOTE 2 - USE OF OFFICE SPACE

On February 1, 1998, the Company began using office space for its
executive offices at two locations, both of which it receives
from two of its shareholders at no cost.  The fair market value
of the 200 square foot office at 11 Waterloo Place, London UK is
$400 per month.  The fair market value of the 200 square foot
ofice at 20 Purple Martin Drive, Hackettstown, New Jersey is $300
per month.  Each amount is reflected as an expense with a
corresponding credit to additional paid in capital.




NOTE 3 - EARNINGS PER SHARE
                                       FOR THE THREE MONTHS ENDED
                                             JULY 31, 1999

                    Net Loss Per Share          $ (0.01)


NOTE 4 - LIQUIDITY

The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company had from time of inception to July 31,
1999 no revenue and a net loss from operations of $211,295.  As
of July 31, 1999, the Company had a net capital deficiency of
$21,525.

The Company requires additional capital principally to meet its
costs for the implementation of its business plan, for general
and administrative expenses and to fund costs associated with the
start up of its telecommunications operations.  It is not
anticipated that the Company will be able to meet its financial
obligations through internal net revenue in the foreseeable
future.  Leisure Concepts International, Inc. does not have a
working capital line of credit with any financial institution.
Therefore, future sources of liquidity will be limited to the
Company's ability to obtain additional debt or equity funding.
See Note 7.


NOTE 5 - PURCHASE OF LEISURE CONCEPTS INTERNATIONAL LTD.

On November 12, 1998, the Company entered into an agreement
whereby it agreed to purchase 100 percent of the issued and
outstanding stock of Leisure Concepts International Ltd., a
company incorporated under the laws of England.  Leisure Concepts
International Ltd is a developmental stage company with no assets
or liabilities as of October 31, 1998.  Under the agreement, the
Company's 11,000,000 then outstanding shares underwent for a one-
for-15 reverse split into 732,000 shares.  The Company then
issued 7,400,000 post reverse split shares with a par value of
$7,400 to the shareholders of Leisure Concepts International Ltd
in exchange for 100 percent of the issued and outstanding stock
of Leisure Concepts International Ltd.  An additional 200,000
shares of post-reverse split shares were issued to consultants in
connection with the purchase.  After the purchase, the Company
had 8,332,000 shares of stock outstanding.



NOTE 6 - CONTRIBUTED SERVICES

Four of the Company's officers render services on behalf of the
company at no cost.  The fair market value is $4,167 per officer
per month.  Each amount is reflected as an expense with a
corresponding credit to additional paid in capital.


NOTE 7 - LOAN PAYABLE

During the three months ended July 31, 1999, Glen Investments
paid $16,000 of liabilities on behalf of Leisure Concepts
International Inc.  Glen Investments is owned by one of the
officers of LCI.  The loan is not evidenced by a note.  The
informal agreement calls for non payment of interest.  LCI
intends to repay the loan out of any fund raising that it may
carry out or when the company achieves sustainable revenue.


<PAGE>
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

RESULTS OF OPERATIONS

The Company is a development stage company.  Its principal
business as an integrated travel group is to provide all-
inclusive travel services to recognized destinations worldwide
and to destinations which have not been traditionally serviced by
other travel service companies.

The Company intends to implement its plan by fostering joint
ventures in a number of specialized areas.  Specialized areas
include areas in which other travel/vacation companies have
minimal exposure, such as cruising, vacation ownership and online
travel services.  The Company is developing its existing
operations acquired through the acquisition of Leisure Concepts
and will utilize the available management expertise to become a
leading operator in the constantly evolving travel and tourism
industry.  Available management expertise is the vast experience
that the management team has amassed over their years spent in
the industry, their in-depth knowledge of the operating systems
required and the range of contacts within the industry. There is
no assurance of when, if ever, the Company will become a leading
operator in the industry.

The Company believes that developing an internet travel channel
requires key expertise.  This expertise includes an understanding
of marketing, advertising and technology sections of the travel
industry.  Such knowledge is then to be transformed onto the
internet and used in a manner which effectively will utilize the
potential of the internet.  Management will utilize this
expertise to integrate its background in the travel industry onto
the internet.  It will seek to develop the internet's offering of
diverse air fares into an offering of complete package holidays
which is an area that management possesses expertise.  Chairman
of the Company, Kevin Leech, is responsible for the floatation of
two internet companies on NASDAQ and AMEX.  He has expertise in
the development of internet channels combined with the knowledge
of the travel industry which Raymond Peel possesses.  The Company
hopes this expertise will benefit the Company by reducing the
need for travel agents which will result in savings to the
Company on commissions it would need to pay out to these agents.

The Company is focusing its efforts in three specific areas: on-
line travel services, European cruises and European vacation
ownership.  These areas have been underdeveloped by other
competitors in the travel industry and provide the Company with
the best opportunity to develop a solid market position.
Integral to the Company's success is the development of the
internet travel channel which will facilitate the Company's
ability to field customer demand.

During the last quarter, the Company has sought to identify the
primary destinations to which is will offer travel services to
its customers.  Those locations now identified are the Caribbean,
Mediterranean and South Indian Ocean.  The Company believes that
these destinations are viable areas for the Company to offer
travel services as the destinations are ideal for cruises,
holidays and land packages. The Company has also sought to
identify potential strategic acquisitions for the Company to
consummate once the Company's operations and business plan are
implemented.

The Company's short term plans also include locating a suitable
Tour Operator with which to merge.  The Company cannot put a time
frame on finding a suitable acquisition or merger candidate an
there is no guarantee that the Company will be able to locate
such a candidate.

Additionally, the Company intends on developing its
infrastructure and its reporting and operating systems which will
be the main asset for the company's operation. The infrastructure
includes the development and design of the Company's web site
which will be the primary access to the Company's travel services
by customers.

In the last quarter, the management of the Company has begun to
design its internet web site for the purpose of implementing its
internet operations.  The web site will be at least 100,000 pages
large and once the initial design and layout is completed, the
Company will out source the design work to a web development
company.  At this time, no such company has been identified and
the Company has not entered into any agreement or contract with
such entity to develop the web site.

The Company's internet operations include the development of an
internet travel channel which will offer flights, hotel
reservations, package holidays, car rentals, destination
information, weather reports and a holiday auction service.  The
site will be developed by integrating services that the group
will be acquiring in its consolidation strategy, in addition to
providing the ability to independent tour operators to have their
brochures featured on the site.  Once established, the site
expects to take a reasonable share of the travel agent market in
the United Kingdom by offering lower cost service to the tour
operators than that which they are currently paying to the
traditional retailing channels.

The Company's products will be marketed through the Company's web
site, television advertising, newspaper and magazine advertising,
and also the sponsorship of sporting and public events. The
marketing campaigns will be aimed at three different age groups,
the young 18-30 age range, the family range of 30-45 and the
older age range 45-70+. The Company will generate fees from the
travel site by selling the Company's products as well as the
services of other travel related entities over the site for the
purpose of generating advertising revenues.

The Company's plans are by no means simple and investors are
alerted that any investment in the Company is complex and risky.
There can be no assurance that the Company will succeed in its
efforts or maintain a profitable business.  The Company has no
recent operating history and no representation is made, nor is
any intended, that the Company will be able to carry on future
business activities successfully.

The primary costs for the Company during the last quarter have
been those related to legal and accounting services received.
The officers of the Company's officers render services towards
the research of the Company's strategy and their oversight of the
development of the Company at no cost.  The fair market value for
the services of each officer is $4,167 per month.

The Company currently has no full time employees and the only
persons contributing work for the Company are its officers.  As
the Company's operations develop, the Company expects to hire
full time staff to encompass up to thirty persons during the
first year of full operations.

The Company has been advanced funds of $34,000 by Glen
Investments and these are the only amounts which have been
received into the company over the last fiscal year. These funds
are to pay for legal and accounting costs.  Glen Investments is
an investment company owned 100% by Chairman Kevin R. Leech.  The
terms under which funds have been loaned to the company are that
no interest is to be paid by the company and Glen Investments
will be repaid in full all the monies loaned to the Company when
the Company has sufficient resources to repay that loan. Should
the Company require extra funds then it is expected that
shareholders will be asked to inject funds to complete the filing
process with the SEC.

In the event the Company needs to seek funds from shareholders,
it shall first elect to source funds from Glen Investments which
has previously provided such funding.  There is no guarantee that
Glen Investments will provide such funding.  In that event, the
Company will turn to shareholders owning more than 10% of the
Company's common stock and seek funding from such shareholders
upon terms and conditions similar to that of Glen Investments.
There cannot be any guarantee that such shareholders will provide
the Company with such funding.  In such event, the Company will
re-evaluate its plans and its proposed operations to determine
whether it would be feasible to continue to implement its
business plan.

The Company would not seek funding beyond its limitations and
would ensure that the Company would operate as efficiently as
possible to keep costs as streamlined as possible.  The Company
will not seek funding beyond that which it foresees it will be
able to re-pay over a period of twelve (12) months.  Should a
sudden jump in inflation occur the company's prices may then have
to rise in line with inflation.

Inflation could have an adverse affect on the Company's
operations. If inflation were to jump suddenly then the company
could experience difficulties in raising capital to carry out its
expansion and consolidation strategy.  In this instance the
Company would still seek the required funding.  However, the
Company would be limited in the amount of capital it could raise.


YEAR 2000 DISCLOSURE

Many currently installed computer systems and software products
are coded to accept only two digit entries in the date code field
and cannot distinguish 21st century dates from 20th century
dates. These date code fields will need to distinguish 21st
century dates from 20th century dates and, as a result, many
companies' software and computer systems may need to be upgraded
or replaced in order to comply with such "Year 2000"
requirements.

The Company believes that its systems are Year 2000 compliant in
all material respects and that it has taken every precaution to
insure the same.  The Company has not incurred material costs to
date in this process, and currently does not believe that the
cost of additional actions will have a material effect on results
of operations or financial condition.  However, the Year 2000
issue is a very uncertain one and the Company cannot
guarantee that its current systems and products may contain
undetected errors or defects with Year 2000 date functions that
may result in material costs.

The Company is not aware of any material operational issues or
costs associated with preparing its internal systems for the Year
2000.  The Company may experience serious unanticipated negative
consequences or material costs caused by undetected errors or
defects in the technology used in its internal systems. In
addition, the Company utilizes third-party equipment, software
and content, including non-information technology systems ("non-
IT systems"), such as its security system, building equipment and
non-IT systems embedded micro-controllers that may not be Year
2000 compliant. The Company is in the process of developing a
plan to assess whether these third parties are adequately
addressing the Year 2000 issue and whether any of its non-IT
systems have material Year 2000 compliance problems.  Failure of
such third-party equipment, software or content to operate
properly with regard to the Year 2000 issue could require the
Company to incur unanticipated expenses to remedy any problems,
which could have a material adverse effect on its business,
results of operations, and financial condition. The Company has
not yet fully developed a comprehensive contingency plan to
address situations that may result if it is unable to achieve
Year 2000 readiness of its critical operations. The cost of
developing and implementing such a plan may itself be material.

Finally, the Company is also subject to external forces that
might generally affect industry and commerce, such as utility or
transportation company Year 2000 compliance failures and related
service interruptions.

The Company states that this disclosure complies with the
directives of the Securities and Exchange Commission,
specifically Staff Legal Bulletin No. 5 (CF/IM), regarding Year
2000 issues.

<PAGE>
<PAGE>

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

There are currently no pending legal proceedings against the
company.


Item 2.   Changes in Securities

There has been no change in the Company's securities since the
filing of its Form 10SB-12G.


Item 3.   Defaults upon Senior Securities

There has been no default in the payment of principal, interest,
sinking or purchase fund installment.


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

No matter has been submitted to a vote of security holders during
the period covered by this report.


Item 5.   Other information

There is no other information to report which is material to the
company's financial condition not previously reported.


Item 6.   Exhibits and Reports on Form 8-K

There are no Exhibits or reports on Form 8-K attached hereto.

<PAGE>
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


LEISURE CONCEPTS INTERNATIONAL, INC.
-----------------------------------
(Registrant)
Date: September 15, 1999

By: /s/ R.J. Peel
    --------------
    President