FORM 10-Q/A
                             (Amendment No. 1)

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF     
                    THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended August 3, 1996    

Commission file number  1-6072           


                         LATSHAW ENTERPRISES, INC.
                            Name of Registrant


         Delaware                                        44-0427150  
  State of Incorporation                           IRS Employer I.D. Number


                           2533 S. West Street
                           Wichita, Kansas 67217
                  Address of principal executive offices

                              (316) 942-7266
                       Registrant's telephone number


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 [   ] 

Common Stock, $2 Par Value-496,999 Shares Outstanding at 8-3-96              
                       

                              EXPLANATORY NOTE

     This Form 10-Q/A of Latshaw Enterprises, Inc. is being filed to 
amend the following:  (1) Index - Part I, Item 1, "Consolidated 
Statements of Income - For the three months and six months ended 
August 3, 1996 and July 29, 1995" changed to "Consolidated Statements 
of Operations - For the three months and nine months ended August 3, 
1996 and July 29, 1995"; (2) Index - Part I, Item 1, "Consolidated 
Statements of Cash Flows - For the six months ended August 3, 1996 
and July 29, 1995" changed to "Consolidated Statements of Cash Flows - 
For the nine months ended August 3, 1996 and July 29, 1995"; (3) Part I,
Item 1, Header - "LATSHAW ENTERPRISES, INC. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF INCOME" changed to "LATSHAW ENTERPRISES, 
INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS"; (4) Part I, 
Item 1, under LATSHAW ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED 
STATEMENTS OF OPERATIONS, Caption over third and fourth columns - 
"Six Months Ended" changed to "Nine Months Ended,"; (5) Part I, Item 1, 
under LATSHAW ENTERPRISES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS 
OF CASH FLOWS, Caption - "Six Months Ended" changed to "Nine Months Ended"; 
(6) Part II, Item 1, first line of second full paragraph, "United Stated" 
changed to "United States."


                                 INDEX
                        LATSHAW ENTERPRISES, INC.


Part I.  Financial Information

Item 1.  Condensed Financial Statements (Unaudited).

         Consolidated Balance Sheets - August 3, 1996 and October 28, 1995.

         Consolidated Statements of Operations - For the three months
         and nine months ended August 3, 1996 and July 29, 1995.

         Notes to Consolidated Financial Statements.

         Consolidated Statements of Cash Flows - For the nine months
         ended August 3, 1996 and July 29, 1995.
       
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                   
 

Part II.  Other Information

Item 1.   Legal Proceedings

Item 5.   Other Information
           
Item 6.   Exhibits and Reports on Form 8-K.



Signatures






PART I - FINANCIAL INFORMATION
ITEM 1.  Financial Statements
LATSHAW ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS  (In thousands)
                                                               
<TABLE>
<CAPTION>
                                       August 3,    October 28,
                                           1996       1995         
Assets
Current assets: 
     <S>                                    <C>         <C>
     Cash and cash equivalents          $   308    $    319 
     Marketable equity securities,
       at lower of cost or market           522         450 
     Accounts and notes receivable-net    6,058       6,787 
     Inventories, at lower of cost 
       (LIFO) or market                   7,683       8,056          
     Refundable income taxes                116         116
     Deferred income taxes                  691         691       
     Prepaid expenses                        74         399 

Total current assets                     15,452      16,818        

Property, plant and equipment at cost    20,263      19,182 
      Less accumulated depreciation 
        and amortization                (13,141)    (12,107)
                                          7,122       7,075 

Noncompete agreement - net                  462         537

Other assets                                224         218 

                                       $ 23,260    $ 24,648 

Liabilities and Shareholders' Equity
Current liabilities: 
      Notes payable                    $  1,057    $  3,470         
      Accounts payable                    2,259       2,107
      Accrued expenses                    1,726       2,086
      Current portion of long-
        term debt                            53          53
      Current portion of non-
        compete obligation                  111         111
      Income taxes payable                   16           -

Total current liabilities                 5,222       7,827

Long-term debt, less current portion      2,735       2,774
Noncompete obligation, less current
  portion                                   333         333
Pensions and deferred compensation        1,587       1,621
Postretirement benefit obligation           294         266
Deferred income taxes                       238         238

Shareholders' equity
      Preferred stock, no par value:
          Authorized shares - 500,000, 
            none issued                       -           -
      Common stock, $2 par value:
          Authorized shares - 1,500,000
          Issued shares - 1,002,162       2,004       2,004          
      Class C common stock, $2 par 
        value: Authorized shares - 
        1,000,000 in 1992, none issued        -           -
      Additional paid-in capital          4,899       4,899
      Unrealized gains on marketable 
        securities                           68          22
      Retained earnings                  16,213      14,965

                                         23,184      21,890

      Less cost of common stock 
        held in treasury,
          505,163 shares in 1996 
          and 500,187 in 1995           (10,333)    (10,301)
                                         12,851      11,589      

                                        $23,260     $24,648 
</TABLE>
                   (This is an unaudited statement)




<PAGE>
LATSHAW ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)


<TABLE>
<CAPTION>
                             Three Months Ended     Nine Months Ended       
                            August 3,    July 29,  August 3,   July 29,   
                              1996       1995       1996        1995

<S>                          <C>        <C>        <C>        <C>
Net sales                    $ 9,630    $ 8,374    $33,015    $31,128    
Cost of sales                  7,729      6,868     25,656     24,191    

Gross Profit                   1,901      1,506      7,359      6,937    

Selling, general and 
  administrative expenses      1,539      1,427      4,918      4,627    
Interest expense                  94        124        414        368    
Other - net                        5         15         46         39          
      
Income (loss) before 
  income taxes                   263        (60)     1,981      1,903    

Income tax (benefit) 
  provision                       96        (22)       733        707    

Net income (loss)            $   167    $   (38)   $ 1,248    $ 1,196    

Net income (loss) per common 
  and common equivalent shares:
                                  
Primary                      $    .32   $   (.07)  $  2.42    $  2.32        

Fully Diluted                $    .20   $    .00   $  1.34    $  1.29     

Common and common equivalent 
  shares outstanding:

Primary                          516        515        515        516    

Fully Diluted                  1,016      1,018      1,015      1,019        
</TABLE>
                   (This is an unaudited statement)
<PAGE>


Notes to Consolidated Financial Statements:

The condensed financial statements included herein have been prepared
by the Company without audit, and in the opinion of management, reflect 
all the adjustments necessary to fairly present the Company's results 
of operations for the period.  Certain information and footnote disclosures
normally included in financial statements prepared in accordance with 
generally accepted accounting principles have been condensed or omitted.  
Although the Company believes that the disclosures are adequate to make 
the information presented not misleading, it is suggested that these 
condensed financial statements be read in conjunction with the financial 
statements and the notes thereto included in the Company's latest annual 
report.


Net Income Per Share

The computation of primary earnings per common and common equivalent share 
is based on the weighted average number of outstanding common shares and 
additional shares assuming the exercise of dilutive stock options.  The 
computation of fully diluted earnings per share further assumes conversion 
of the variable interest rate convertible debentures.
<PAGE>
LATSHAW ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)


<TABLE>
<CAPTION>
                                                   Nine Months Ended      
                                                 August 3,    July 29,  
                                                  1996         1995      

Operating activities
      <S>                                          <C>       <C>
      Net income                                   $1,248    $1,196 
      Adjustments to reconcile net income to 
        net cash provided by operating activities:
           Depreciation and amortization            1,109       861
           Deferred compensation                      (34)       (6) 
           Post retirement benefit obligation          28        23  
           Provision for loss on accounts 
             receivable                                20        18  
           Changes in operating assets and 
             liabilities affecting cash and 
             cash equivalents:
                Accounts and notes receivable         709       835 
                Inventories                           373      (896) 
                Prepaid expenses                      325       363  
                Accounts payable                      152    (1,036)    
                Accrued expenses                     (370)     (343)  

Net cash provided by operating activities           3,560     1,015  

Investing activities
     Purchases of property, plant and equipment    (1,081)   (1,037)
     Other                                             (6)        4  

Net cash used in investing activities              (1,087)   (1,033)        


Financing activities  
     Payments of notes payable                     (3,789)   (1,946) 
     Proceeds from the issuance of notes 
       payable                                      1,376     2,074
     Payments of long-term debt                       (39)      (37)  
     Purchase of treasury stock                       (32)      (23)     

Net cash provided by (used in) financing 
  activities                                       (2,484)       68   

Increase in cash and cash equivalents                 (11)       50   

Cash and cash equivalents at beginning of period      319       184 

Cash and cash equivalents at end of period         $  308    $  234
</TABLE>
                       (This is an unaudited statement)

<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                                 

Sales revenue for the third quarter, as well as for the nine months
of 1996, was higher than the same period in 1995.  Sales revenue for
the third quarter of 1996 was $9,630,000, an increase of 15.0 percent
over the $8,374,000 level in 1995.  For the nine months of 1996, sales
revenue was $33,015,000 which represents a 6.1 percent increase over
the same period in 1995 of $31,128,000.  Included in the sales number
for 1996 are revenues of $656,000 for the third quarter and $1,645,000
for the nine months which is attributable to Latshaw's acquisition and
operation of the assets of I.H. Molding, Inc. in Dallas, Texas.  This
acquisition was completed in September of 1995.  Excluding the I.H.
Molding revenue, comparable year-to-year divisional sales increased 
7.2 percent and 0.8 percent for the three month and nine month priod,
respectively.  Improving general economic conditions appear to be the
primary reason for this increased demand for Company products. 

Gross profit in the third quarter of 1996 was 19.7 percent versus 18.0 
percent for the same period in 1995.  This improvement resulted from
operating efficiencies due to the higher sales volume.  For the nine
months of both 1996 and 1995 gross profit was 22.3 percent.

Selling, general and administrative expenses for the third quarter and 
the nine months of 1996 were higher when compared to the same periods 
in 1995.  However, as a percentage of sales, these costs were equal to
or lower in 1996 than in 1995.  The higher costs in 1996 were primarily
the result of increases in commissions and performance bonuses based 
upon improved sales and expenses associated with the purchase of
I.H. Molding.

Interest expense was $94,000 for the third quarter of 1996 compared 
to $124,000 for the same period a year earlier.  For the nine months in 
1996, interest expense was $414,000 versus $368,000 in 1995.  The lower
interest expense in the third quarter of 1996 was due to the Company's 
repayment of bank borrowings in reduction of its existing bank lines
of credit and lower interest rates.  The higher costs for the nine months
in 1996 were primarily due to additional debt incurred to meet working
capital needs during the year plus bank borrowings used to fund the purchase
of the I.H. Molding assets in September of 1995. 

In May 1993, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain 
Investments in Debt and Equity Securities."  The Company adopted the 
provisions of the new standard for investments held as of or acquired 
after October 30, 1994.  Under SFAS No. 115, marketable equity securities 
held by the Company are classified as available for sale.  Available for 
sale securities are carried at fair market value, with the unrealized 
gains and losses, net of tax, reported as a separate component of share-
holders' equity.

The effective income tax rate for the first nine months of 1996 and 1995
was 37.0 and 37.2 percent, respectively.

The Company had net income for the third quarter of 1996 of $167,000 or 
$.32 per share (primary) and $.20 per share (fully diluted) compared to 
a net loss of $.07 per share (primary) on a net loss of $38,000 for the
third quarter of 1995.  For the nine months of 1996, there was a per share 
net profit of $2.42 (primary) and $1.34 (fully diluted) on total net profit 
of $1,248,000.  This compares to a $2.32 per share profit (primary) and 
$1.29 per share (fully diluted) on total net profit of $1,196,000 for the 
same period in 1995.

The computation of primary earnings per common and common equivalent share 
is based on the weighted average number of outstanding common shares and 
additional shares assuming the exercise of dilutive stock options.  The 
computation of fully diluted earnings per share further assumes conversion 
of the variable interest rate convertible debentures.

For the nine months of 1996 and 1995, the Company had net cash balances 
provided from operations of $3,560,000 and $1,015,000, respectively.  These 
funds were used to pay down existing bank lines of credit and/or for the 
purchase of property and equipment.  The increase in 1996 is principally
due to improved control of inventory levels in 1996 and a larger reduction
in accounts payable in 1995.  

As of August 3, 1996, the Company, through its subsidiary, Wescon Products 
Company, had an unused line of credit for short-term bank borrowing of 
$6,000,000 remaining on the $7,000,000 available, providing for interest 
at prime.  The Company, through its subsidiary, Helton, Inc., had an 
unused bank line of credit at August 3, 1996 of $350,000.  Management 
believes that the combination of funds available through its bank lines 
of credit along with the anticipated cash flow from operations will provide 
the capital resources necessary to meet the Company's working capital needs.*  
Despite the Company's existing capital resources, opportunities may arise 
that Management believes would increase the value of the Company that could 
require financing not currently provided for.   There were no significant 
capital expenditure commitments outstanding at August 3, 1996 that have not 
been previously disclosed.

*This statement is a forward-looking statement, which is subject 
 to certain risks and uncertainties.  See PART II, Item 5, "Forward-
 Looking Statements."


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

Except as set forth below, there are no material pending legal proceedings 
other than ordinary routine litigation incidental to the business, to which 
either the Company or its subsidiaries are a party or of which any of the 
property of such entities is the subject.

On August 13, 1993 the Company received an inquiry from the United States 
Environmental Protection Agency ("EPA") concerning the disposal of hazardous 
substances at the Doepke-Holliday Super Fund Site (the "Site") in Johnson 
County, Kansas.  In the letter, the EPA stated that it had information 
indicating that wastes from the Company were disposed of at the Site.  The 
Company has no records of any such disposal of wastes at the Site.  However, 
the Company no longer has access to most of the records of two divisions 
which it operated during the relevant time period and subsequently sold, a 
paint and chemical coatings division and a manufactured housing division.

The Company has agreed to participate in the Holliday Remediation Task Force 
(the "Task Force"), a group of potentially responsible parties for the Site. 
The Task Force currently has 40 active members and is negotiating partici-
pation by other potentially responsible parties.  Parties who join the Task 
Force agree to participate at one of five specified levels of contribution 
based upon the Task Force's assessment of liability and to pay a portion of 
future response and remediation costs based upon their specified level of 
contribution.  The Company will participate in the third contribution level 
and the Task Force's preliminary estimate of the amount of financial contri-
bution which may be required from the Company at that level is $75,000 to 
$100,000.  A consent decree between the Task Force and the EPA has been 
executed and filed with the United States District Court for the District 
of Kansas.  Neither ultimate liability nor costs are ascertainable at this 
time.  Based upon the information provided by the Task Force, the Company 
estimates the amount of the financial contribution by the Company, including 
legal and consulting costs associated with the contingency, that may be 
required will be $150,000.*

At October 29, 1994, the Company accrued a current liability of $150,000 
relating to this contingency.  The Company paid approximately $25,000 with 
respect to this matter during fiscal year 1995, and $14,000 for the first
nine months of fiscal 1996.  At August 3, 1996, the Company had an accrued
liability of $111,000 relating to the contingency.  The Company does not 
expect final closure of this matter during fiscal year 1996.  As a result 
of this matter, the Company has requested copies of insurance policies that 
were in effect during the period the contamination allegedly took place.  
The Company plans to evaluate the coverage that existed during this period 
and determine whether a claim should be filed with the carrier.  The 
Company's ability to obtain contribution from the insurance carrier is not 
ascertainable at this time.

In the event the Company ultimately pays certain costs as a potentially
responsible party, it is the opinion of management, based upon currently
available information, that any such costs or liability are not likely to
materially vary from the amount accrued at August 3, 1996.*

*This statement is a forward-looking statement, which is subject to certain
 risks and uncertainties.  See PART II, Item 5, "Forward-Looking Statements."

Item 5.  Other Information

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q which
are not statements of historical fact constitute forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, including, without limitation, the statements specifically
identified as forward-looking statements in this Form 10-Q.  In addition,
certain statements in future filings by the Company with the Securities and
Exchange Commission, in the Company's press releases, and in oral statements
made by or with the approval of an authorized executive officer of the 
Company which are not statements of historical fact constitute forward-
looking statements within the meaning of the Act.  Examples of forward-
looking statements include, but are not limited to:  (i) projections of 
revenues, income or loss, earnings or loss per share, capital expenditures, 
the payment or non-payment of dividends, capital structure and other 
financial items, (ii) statements of plans and objectives of the Company or 
its management or Board of Directors, including plans or objectives relating 
to the products or services of the Company, (iii) statements of future 
economic performance, and (iv) statements of assumptions underlying the 
statements described in (i), (ii) and (iii).  

Forward-looking statements made by or on behalf of the Company involve 
risks and uncertainties which may cause actual results to differ materially 
from those in such statements.  Some important factors that could cause the 
actual results to differ materially from those discussed in the forward-
looking statements include, but are not limited to: changes in general 
economic conditions; competitive, regulatory or tax changes that affect 
the cost of or demand for the Company's products; weather conditions;
adverse litigation results; failure to achieve cost-saving goals; changes 
in raw material prices or availability; loss of one or more significant 
customers; inflation; and changes in environmental regulation.  Other 
factors not identified herein could also have such an effect.

With respect to the forward-looking statement specifically identified in
PART I, Item 2 of this Form 10-Q regarding the adequacy of the Company's
capital resources, such statement is subject to several risks and 
uncertainties including, without limitation: the future economic performance 
of the Company (which is dependent in part upon the factors described above); 
the ability of the Company's subsidiary, Wescon Products Company, to renew 
its $7,000,000 line of credit, which expires in February, 1997, for the same 
amount and upon substantially the same terms; future acquisitions of other 
businesses not currently anticipated by management of the Company; and other 
material expenditures not currently anticipated by management.

The forward-looking statements specifically identified in PART II, Item 1
of this Form 10-Q, which relates to the Company's expected costs and 
liability in connection with the environmental matter described therein,
is subject to a number of risks and uncertainties, including, without 
limitation: the actual costs of the clean-up may exceed those currently 
projected; the Site may contain undiscovered conditions requiring further 
remediation costs; the entities engaged by the Task Force to effect the 
clean-up may fail to correctly remediate the Site; the EPA may reopen its 
claims against all responsible parties, including the Company, as permitted 
under the Consent Decree; and a third party may make claims against the 
Company related to the Site.  The occurrence of any of the foregoing may 
cause the Company to incur additional liability or costs.

Item 6.  Exhibits and Reports on Form 8-K

       (a)     Exhibits 

               (11)  Primary and Fully Diluted Net Income 
                     per Common Share Computation

               (27)  Financial Data Schedule

       (b)     Reports on Form 8-K - None


<PAGE>
                              SIGNATURES


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


                                      LATSHAW ENTERPRISES, INC.

                                      /s/ Michael E. Bukaty
                                      Michael E. Bukaty
                                      President         
           


                                      /s/ David G. Carr
                                      David G. Carr
                                      Sr. Vice President, C.F.O.




October 1, 1996             
                                                        

<PAGE>
                            EXHIBIT INDEX


     Assigned
     Exhibit Number         Description of Exhibit

     (11)                   Primary and Fully Diluted Net Income          
                            per Common Share Computation

     (27)                   Financial Data Schedule