SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                          FORM 10-KSB/A1

[x]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 [Fee Required]

For the fiscal year ended March 31, 1997

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 [No Fee Required]

For the transition period from                          to                     

Commission file number 0-24374

                 LUCAS EDUCATIONAL SYSTEMS, INC.
                                                                          
       (Exact name of small business issuer in its charter)

           DELAWARE                                      33-0611764           
           
(State or other jurisdiction of           (I.R.S. Employer Identification No.) 
incorporation or organization)

                           P. O. Box 789
                    Templeton, California 93465               
           (Address of principal executive offices)(Zip Code)               

Registrant's telephone number, including area code:          (805) 434-3982 
     

Securities registered pursuant to Section 12(b) of the Act:              None  
          
Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par
value $.001

     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      

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

     State issuer's revenues for its most recent fiscal year: None

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 31, 1997 was not determinable since the Common
Stock was not traded.

     The number of shares outstanding of the issuer's classes of Common Stock
as of November 26, 1997:

Common Stock, $0.001 Par Value - *10,718,750 shares

          *includes (i) 8,700,000 "unregistered" and "restricted" shares
          issued pursuant to an Agreement and Plan of Reorganization completed
          on November 11, 1997, and (ii) 168,750 shares authorized to be issued
          pursuant to a written compensation agreement with two consultants (See
          the 8-K Current Report of the Company dated November 11, 1997, a copy
          of which has been filed with the Securities and Exchange Commission
          and which is incorporated herein by reference).

            DOCUMENTS INCORPORATED BY REFERENCE: 

          8-K Current Report dated November 11, 1997.
                                                                               
                          PART II
                
Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<PAGE>
                     MIRADOR EQUITY PARTNERS, LTD.
                     (A DEVELOPMENT STAGE COMPANY)

                       FINANCIAL STATEMENTS

              YEARS ENDED MARCH 31, 1997, 1996 AND 1995

                              AND

                   INDEPENDENT AUDITORS' REPORT
<PAGE>
THURMAN SHAW & CO., L.C. [letterhead] 


                     INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
Mirador Equity Partners, Ltd.

We have audited the statements of financial position of Mirador Equity
Partners, Ltd. ( a development stage company) as of March 31, 1997, 1996
and 1995, and the related statements of operations, changes in
stockholders' equity and cash flows for the years then ended and
cumulative for the period June 11, 1992 (date of inception) through March
31, 1997. 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 audits. The financial statements
of Mirador Equity Partners, Ltd. from inception through March 31, 1994
(not presented herein), were audited by another auditor whose report,
dated May 26, 1994, expressed an unqualified opinion on those statements.
Our opinion, in so far as it relates to the cumulative amounts for the
period from inception through March 31, 1994, is based solely on the
report of the other auditor. 

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

In our opinion, based on our audits and the report of the other auditor,
the financial statements referred to above present fairly, in all
material respects, the financial position of Mirador Equity Partners,
Ltd. (a development stage company) as of March 31, 1997, 1996 and 1995,
and the results of its operations, changes in stockholders' equity and
cash flows for the period June 11, 1992 (date of inception) through March
31, 1997, in conformity with generally accepted accounting principles. 

/s/Thurman Shaw & Co., L.C.
 
Bountiful, Utah
November 19, 1997

<TABLE>
                          MIRADOR EQUITY PARTNERS, LTD.
                          (A Development Stage Company)
                        Statements of Financial Position
                          March 31, 1997, 1996 and 1995
<CAPTION>
                                                 1997     1996     1995
<S>                                             <C>      <C>      <C>
 ASSETS
 Current assets-cash                            $    -   $    -   $     -

 Other assets
 Organization costs, net of accumulated
 amortization of $263, $210 and $156                 -       53       107

 Total assets                                   $    -   $   53   $   107

LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities - accounts payable         $1,167   $1,057   $   947
 Stockholders' equity
 Preferred stock, $.001 par value; 1,000,000 
 shares authorized; no shares issued and 
 outstanding

 Common Stock, $.001 par value; 20,000,000 
 shares authorized; 424,600 shares issued 
 and outstanding                                   425      425       425

 Additional paid-in capital                        821      821       821
 
 Accumulated deficit during the development 
 stage                                          (2,413)  (2,250)   (2,086)
 Total stockholders' equity                     (1,167)  (1,004)     (840)
 Total liabilities and stockholders' equity    $     -  $    53   $   107
</TABLE>
See accompanying notes to financial statements
<TABLE>
                          MIRADOR EQUITY PARTNERS, LTD.
                          (A Development Stage Company)
                            Statements of Operations
                    Years Ended March 31, 1997, 1996, 1995
               and Cumulative from Inception to March 31, 1997
<CAPTION>
                                                                Cumulative
                                                                   From
                                                                 Inception
                                                              (June 11, 1992)

                                                               to March 31,

                                      1997     1996     1995       1997
<S>                                 <C>       <C>      <C>        <C>
 Revenues                           $    -    $    -   $     -    $    -

 Operating expenses
 General and administrative            110       110     1,542     2,150
 Amortization                           53        54        54       263
 Total operating expenses              163       164     1,596     2,413

 Net (loss)                         $ (163)   $ (164)  $(1,596)  $(2,413)
 Net (loss) per share               $    -    $    -   $     -   $  .(01)

 Weighted average number of
 shares outstanding                424,600   424,600   424,600   418,913
</TABLE>
See accompanying notes to financial statements
<TABLE>

                        MIRADOR EQUITY PARTNERS, LTD.
                        (A Development Stage Company)
                Statement of Changes in Stockholders' Equity
            From Inception (June 11, 1992) Through March 31, 1997
<CAPTION>
                                                          Accumulated
                                                            Deficit
                              Common Stock   Additional   During the
                                              Paid-In     Development
                            Shares   Amount   Capital       Stage       Total
<S>                       <C>        <C>      <C>         <C>         <C>
 Issuance of common stock  400,000   $  400   $   100      $     -    $   500
 Net (loss)                      -        -         -         (269)      (269)

 Balances at
 March 31, 1993            400,000      400       100         (269)       231
 
 Net (loss)                      -        -         -         (221)      (221) 

 Contribution to capital         -       -        500           -        500

 Sale of shares in private 
 placement on September 
 30, 1993                   24,600      25        221           -        246

 Balances at
 March 31, 1994            424,600  $  425     $  821     $  (490)    $  756

 Net (loss)                      -       -          -      (1,596)     (1,596)

 Balances at
 March 31, 1995            424,600  $  425     $  821     $(2,086)    $  (840)

 Net (loss)                      -       -          -        (164)       (164)
 Balances at
 March 31, 1996            424,600  $  425    $   821     $(2,250)    $(1,004)

 Net (loss)                      -       -          -        (163)       (163)

 Balances at
 March 31, 1997            424,600  $  425    $   821     $(2,413)    $(1,167)
</TABLE>
See accompanying notes to financial statements
<TABLE>
                              MIRADOR EQUITY PARTNERS, LTD.
                              (A Development Stage Company)
                                Statements of Cash Flows
                         Years Ended March 31, 1997, 1996, 1995
                    and Cumulative from Inception to March 31, 1997

                                                                 Cumulative
                                                                     From
                                                                   Inception
                                                               (June 11, 1992)
                                                                  to March 31,
                                         1997     1996     1995       1997
<S>                                   <C>        <C>      <C>        <C> 
CASH FLOWS FROM OPERATING
 ACTIVITIES
 Net (loss)                           $  (163)  $  (164)  $(1,596)  $(2,413)

 Add item not requiring the use
 of cash - amortization                    53        54        54      2.63
 Increase in accounts payable             110       110       779     1,167
 Net cash flows from operating
 activities                                 -         -      (763)     (983)

 CASH FLOWS FROM INVESTING
 ACTIVITIES
 Organization costs                         -         -        -       (263)
 Net cash flows from investing
 activities                                 -         -        -       (263)

 CASH FLOWS FROM FINANCING
 ACTIVITIES
 Contribution to capital                    -         -        -        500
 Sale of common stock                       -         -        -        746
 Net cash flows from financing
 activities                                 -         -        -      1,246
 
Net decrease in cash                        -         -     (763)         -

Cash balance at beginning of period         -         -      763          -

Cash balance at end of period           $   -     $   -    $   -    $     -
</TABLE>
See accompanying notes to financial statements

                 
                       MIRADOR EQUITY PARTNERS, LTD.
                       (A Development Stage Company)
                       Notes to Financial Statements
                Years Ended March 31, 1997, 1996 and 1995

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES 

The Company was incorporated under the laws of the State of Delaware on
June 11, 1992, for the purpose of seeking out business opportunities,
including acquisitions. The Company is in the development stage and will
be very dependent on the skills, talents, and abilities of management to
successfully implement its business plan. Due to the Company's lack of
capital, it is likely that the Company will not be able to compete with
larger and more experienced entities for business opportunities which are
lower risk and are more attractive for such entities. Business
opportunities in which the Company may participate will likely be highly
risky and speculative. Since inception, the Company's activities have
been limited to organizational matters. Organizational costs are
amortized on a straight-line basis over five years. 

2. CASH AND CASH EQUIVALENTS 

The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents. 

3. RELATED PARTY TRANSACTIONS 

The Company currently receives the use of office space free of charge
from Jehu Hand, president of the Company. I he fair market value of the
office space in the same geographic region is $20 per month. 
The officers and directors of the Company currently serve without
compensation. 

4. INCOME TAXES 

The fiscal year end of the Company is March 31st and an income tax
return has not been filed. However, if an income tax return had been
filed, the Company would have a net operating loss carry forward of
$2,086 that would begin expiring in the year 2009. 

5. STOCK OPTION PLAN 

The Company has stock option plans for directors, officers, employees,
advisors, and employees of companies that do business with the Company,
which provide for non-qualified and qualified stock options. The Stock
Option Committee of the Board determines the option price which cannot be
less than the fair market value at the date of the grant of 110% or the
fair market value if the Optionee holds 10% or more of the Company's
common stock. The price per share of share subject to a Non-Qualified
Option shall not be less than 85% of the fair market value at the date of the
grant. Options generally expire either three months after termination of
employment, or ten years after date of grant (five years if the optionee
holds 10% or more of the Company's common stock at the time of grant). 
 Options outstanding:
          Shares allocated              2,000,000
               Option price                 $ .50

          Balance at inception
          Granted                          40,000

          Balance outstanding at
          March 31, 1993              40,000
 
          Granted                               -

          Balance outstanding at
          March 31, 1994              40,000

          Granted                          20,000
          Lapsed                          (20,000)
 
          Balance outstanding at
          March 31, 1995              40,000

          Granted                              -
          Lapsed                               -

          Balance outstanding at
          March 31, 1996               40,000

          Granted                               -
          Lapsed                                -

          Balance outstanding at
          March 31, 1997               40,000

          Exercisable in June, 1997 40,000




                                  SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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.


                                 LUCAS EDUCATIONAL SYSTEMS, INC.


Dated: 11/26/97                   By: /ss/ Jerry R. Lucas                      
                                            President and Director  

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



Dated: 11/26/97                 By: /ss/ Jerry R. Lucas
                                          President and Director