SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB

Annual Report Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934

For the fiscal year ended December 31, 1995.  

Commission File Number 33-93892-NY 

                      THE BRIAN H. CORP.                        
(Name of Small Business Issuer in Its Charter)

       Nevada                               11-327-0747      
(State of Incorporation)                      (IRS 
Identification                                                   Number)

63 Wall Street, Suite 1801, New York, NY              10008        (Address of 
principal executive offices)               (Zip Code)

                    (212) 344-1600                                
      (Issuer's telephone number, including area code)

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

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


     Check whether the issuer: (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act 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       No   X     

     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-KSB or any amendment to this Form 10-KSB.          

     State issuer's revenues for its most recent fiscal year.   0      

     The aggregate market value of the voting stock held by non-affiliates of 
the registrant is $15,812.  

     As of December 31, 1995 there were 120,000 shares of the issuer's common 
stock, $.0001 par value per share, issued and outstanding.



<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995

PART I


Item 1.  DESCRIPTION OF BUSINESS

     The Company was organized under the laws of the State of Nevada on 
January 23, 1995.  Since inception, the primary activity of the Company has 
been directed to organizational efforts and obtaining initial financing.  The 
Company was formed as a vehicle to pursue a Business Combination.  The Company 
has engaged in preliminary efforts intended to identify possible Business 
Combination, but has neither conducted negotiations concerning, nor entered 
into a letter of intent concerning any such Target Business.

     The Company's initial public offering comprised 10,000 shares of common 
stock (the "Common Stock") at a purchase price of $5.00 per share.  

     The Company was organized for the purposes of creating a corporate 
vehicle to seek, investigate and, if such investigation warrants, engaging in 
Business Combinations presented to it by persons or firms who or which desire 
to employ the Company's funds in their business or to seek the perceived 
advantages of publicly-held corporation.  The Company's principal business 
objective is to seek long-term growth potential in a Business Combination 
venture rather than to seek immediate, short-term earnings.  The Company is 
not restricting its search to any specific business, industry or geographical 
location, and the Company may engage in a Business Combination.     

     The Company has 18 months from its date of effectiveness (April 23, 1997) 
to consummate a Business Combination, including the filing of a post-effective 
amendment and shareholder reconfirmation offering.  If a consummated Business 
Combination has not occurred by the date 18 months after the effective date of 
the initial registration statement, the funds held in escrow shall be returned 
by first class mail to the purchasers within five (5) business days following 
that date.

     The Company does not currently engage in any business activities which prov
ide any cash flow.  The costs of identifying, investigating, and analyzing 
Business Combinations are being paid with money in the Company's treasury.  
Persons who purchased shares in the Company's initial public offering and 
other shareholders have not had much opportunity to participate in any of 
these decisions.  The Company's proposed business is sometimes referred to as 
a "blank check" company because investors entrust their

<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995



investment monies to the Company's management before they have a chance to 
analyze any ultimate use to which their money may be put.  Although 
substantially all of the Company's initial public offering are intended to be 
utilized generally to effect a Business Combination, such proceeds have not 
otherwise been designated for any specific purposes.  Pursuant to Rule 419, 
prospective investors who invest in the Company will have an opportunity to 
evaluate the specific merits or risks of only the Business Combination 
management decides to enter into.

     The Company will remain an insignificant player among the firms which 
engage in Business Combinations.  There are many established venture capital 
and financial concerns which have significantly greater financial and 
personnel resources and technical expertise than the Company.  In view of the 
Company's combined limited financial resources and limited management 
availability, the Company will continue to be at a significant competitive 
disadvantage compared to the Company's competitors.  Also, the Company will be 
competing with a large number of other small, blank check public companies 
located throughout the United States.

     Although the Company is subject to regulation under the Securities Act of 
1933 and the Securities Exchange Act of 1934, management believes the Company 
is not subject to regulation under the Investment Company Act of 1940.  The regu
latory scope of the Investment Company Act of 1940, as amended (the 
"Investment Company Act"), was enacted principally for the purpose of 
regulatory vehicles for pooled investments in securities, extends generally to 
companies primarily in the business of investing, reinvesting, owning, holding 
or trading securities.  The Investment Company Act may, however, also be 
deemed to be applicable to a Company which does not intend to be characterized 
as an Investment Company but which, nevertheless, engages in activities which 
may be deemed to be within the definition of the scope of certain provisions 
of the Investment Company Act.  The Company believes that its principle
activities will not subject it to regulation under the Investment Company 
Act.  Nevertheless, there can be no assurances that the Company will not be 
deemed to be an Investment Company.  Pending utilization of the proceeds from 
the exercise of the Warrants, the funds may be invested primarily in 
certificates of deposit, interest bearing savings accounts or government 
securities.  In the event the Company is deemed to be an Investment Company, 
the Company may be subject to certain restrictions relating to the Company's 
activities, including restrictions on the nature of its

<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995


investments and the issuance of securities. The Company has obtained no formal 
determination from the Securities and Exchange Commission as to the status of 
the Company under the Investment Company Act of 1940.

     The Company intends to structure a merger or acquisition in such a manner 
as to minimize federal and state tax consequences to the Company and any 
target company.

     The Company presently has no employees.  

Item 2.  PROPERTIES

     The Company is presently using the office of Joel Schonfeld, who acted as 
special counsel for the Company for its initial public offering, as its office. 
 Mr. Schonfeld does not charge the Company for this service.  Such arrangement 
is expected to continue until a Business Combination is effected, including 
effectiveness of a post-effective amendment and shareholder reconfirmation.

     The Company at present owns no equipment, and does not intend to own any 
prior to engaging in a Business Combination.  


Item 3.  LEGAL PROCEEDINGS

     The Company is not presently a party to any litigation, nor, to the 
knowledge of management, is any litigation threatened against the Company 
which may materially affect the Company.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no shareholders meeting in the fourth quarter of this fiscal 
year.

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
         STOCKHOLDER MATTERS                              

     There is no established public trading market for the Company's common 
shares.  As of December 31, 1995, there were 123,950 shares of common stock 
outstanding.  The par value per share is $.0001.  The Company has not paid any 
dividends on its common stock in the past, nor does it foresee paying 
dividends in the near future.  Pursuant to its initial public offering, the 
Company offered 12,400 shares of Common Stock at $4.00 per share.  

<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995


Item 6.  MANAGEMENT'S PLAN OF OPERATION

     The Company does not currently engage in any business activities which 
provide any cash flow.  The costs of identifying, investigating, and analyzing 
Business Combinations are being paid with money in the Company's treasury, and 
not with proceeds received from the Company's initial public offering.  

     The Company may seek a Business Combination in the form of firms which 
have recently commenced operations, are developing companies in need of 
additional funds for expansion into new products or markets, are seeking to 
develop a new product or service, or are established businesses which may be 
experiencing financial or operating difficulties and are in need of additional 
capital.   A Business Combination may involve the acquisition of, or merger 
with, a Company which does not need substantial additional capital but which 
desires to establish a public trading market for its shares, while avoiding 
what it may deem to be adverse consequences of undertaking a public offering 
itself, such as time delays, significant expense, loss of voting control and 
compliance with various Federal and State securities laws.

     The Company will not acquire a Target Business unless the fair value of 
the Target Business represents 80% of the maximum offering proceeds (the "Fair 
Market Value Test.")  To determine the fair market value of a Target Business, 
the Company's management will examine the certified financial statements 
(including balance sheets and statements of cash flow and stockholders' 
equity) of any candidate and will participate in a personal inspection of any 
potential Target Business.  If the Company determines that the financial 
statements of a proposed Target Business does not clearly indicate that the 
Fair Market Value Test has been satisfied, the Company will obtain an opinion 
from an investment banking firm (which is a member of National Association of 
Securities Dealers, Inc., (the "NASD") with respect to the satisfaction of 
such criteria. 

     Based upon management's experience with and knowledge of blank check 
companies, the probable desire on the part of the owners of target businesses 
to assume voting control over the Company (to avoid tax consequences or to 
have complete authority to manage the business) will almost assure that the 
Company will combine with just one target business.  Management also 
anticipates that upon consummation of a Business Combination, there will be a 
change in control in the Company which will most likely result in the

<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995


resignation or removal of the Company's present officers and directors.  

     Management anticipates that it may be able to effect only one potential 
Business Combination, due primarily to the Company's limited financing.  As a 
result, the Company will not be able to offset potential losses from one 
venture against gains from another.

     The Company's selection of a Business Combination will be complex and 
extremely risky.  Because of general economic conditions, rapid technological 
advances being made in some industries, and shortages of available capital, 
management believes that there are numerous firms seeking even the limited 
additional capital which the Company will have and/or the benefits of a 
publicly traded corporation.  Such perceived benefits of a publicly traded 
corporation may include facilitating or improving the terms on which 
additional equity financing may be sought, providing liquidity for the 
principals of a business, creating a means for providing incentive stock 
options or similar benefits to key employees, providing liquidity (subject to 
restrictions of applicable statutes) for all shareholders, and other factors.  
Potentially available Business Combinations 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.

     The analysis of Business Combinations is being undertaken by or under the 
supervision of the officers and directors of the Company, none of whom is a 
professional business analyst.  Management intends to concentrate on 
identifying preliminary prospective Business Combinations which may be brought 
to its attention through present associations.  In analyzing prospective 
Business Combinations, management will consider such matters as the available 
technical, financial, and managerial resources; working capital and other 
financial requirements; history of operation, if any; prospects for the 
future; nature of present and expected competition; the quality and experience 
of management services which may be available and the depth of that 
management; the potential for further research, development, or exploration; 
specific risk factors not now foreseeable but which then may be anticipated to 
impact the proposed activities of the Company; the potential for growth or 
expansion; the potential for profit; the perceived public recognition or 
acceptance or products, services, or trades; name identification; and other 
relevant factors.  Officers and directors of the Company will meet personally 
with management and key personnel of the firm sponsoring the business

<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995


opportunity as part of their investigation.  To the extent possible, the 
Company intends to utilize written reports and personal investigation to 
evaluate the above factors.

     In implementing a structure for a particular business acquisition, the 
Company may become a party to a merger, consolidation, reorganization, joint 
venture, or licensing agreement with another corporation or entity.  It may 
also purchase stock or assets of an existing business.

     Management will not actively negotiate or otherwise consent to the 
purchase of any portion of their Common Stock as a condition to or in 
connection with a proposed Business Combination unless such a purchase is 
requested by a Target Company as a condition to a merger or acquisition.  The 
officers and directors of the Company who own Common Stock have agreed to 
comply with this provision which is based on a written agreement among 
management.  Management is unaware of any circumstances under which such 
policy through their own initiative may be changed. 

     It is anticipated that any securities issued in any such reorganization 
would be issued in reliance on exemptions from registration under applicable 
federal and state securities laws.  In some circumstances, however, as a 
negotiated element of this transaction, the Company may agree to register such 
securities either at the time the transaction is consummated, under certain 
conditions, or at specified times thereafter.  The issuance of substantial 
additional securities and their potential sale into any trading market which 
may develop in the Company's Common Stock may have a depressive effect on such 
market.

     As a part of the Company's investigation, officers and directors of the 
Company will meet personally with management and key personnel, visit and 
inspect material facilities, obtain independent analysis or verification of 
certain information provided, check references of management and key 
personnel, and take other reasonable investigative measures, to the extent of 
the Company's limited financial resources and management expertise.

     The manner of the Business Combination will depend on the nature of the 
Target Business, the respective needs and desires of the Company and other 
parties, the management of the Target Business opportunity, and the relative 
negotiating strength of the Company and such other management.

<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995


     The Company has no present policy as to whether the Company may acquire 
or merge with a business in which the Company's management, promoters, their 
affiliates or associates have a direct or indirect ownership interest.  The 
Company also lacks a policy with regard to related party transactions in 
general.  The Company's officers and directors have not approached and have 
not been approached by any person or entity with regard to any proposed 
business ventures with respect to the Company.  The Company will evaluate all 
possible Business Combinations brought to it.  If at any time a Business 
Combination is brought to the Company by any of the Company's promoters, 
management, or their affiliates or associates, disclosure as to this fact will 
be included in the post-effective amendment, thereby allowing the public 
investors the opportunity to fully evaluate the Business Combination.

     The Company has adopted a policy that it will not pay a finder's fee to 
any member of management for locating a merger or acquisition candidate.  No 
member of management intends to or may seek and negotiate for the payment of 
finder's fees.  In the event there is a finder's fee, it will be paid at the 
direction of the successor management after a change in management control 
resulting from a Business Combination.  The Company's policy regarding 
finder's fees is based on a written agreement among management.  Management is 
unaware of any circumstances under which such policy through their own 
initiative may be changed. 

     The Company does not intend to advertise or promote the Company.  
Instead, the Company's management will actively search for potential Target 
Businesses.  In the event management decides to advertise (in the form of an 
ad in a legal publication) to attract a Target Business, the cost of such 
advertising will be assumed by management.


Item 7. FINANCIAL STATEMENTS







<PAGE>


The Board of Directors
The Brian H. Corp.
26 Court Street, Suite 810
Brooklyn, New York  11242


Independent Auditor's Report

     We have audited the accompanying balance sheet of The Brian H. Corp. (a 
development stage company) as of December 31, 1995, and the related statements 
of operations, stockholders' equity and cash flows for the  period January 23, 
1995 (inception) to December 31, 1995.  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.  Those 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 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 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 the Brian H. Corp. 
(a development stage company) at December 31, 1995, and the results of its 
operations and its cash flows for the period January 23, 1995 (date of 
inception) to December 31, 1995 in conformity with generally accepted 
accounting principles.

Boykoff and Bell, P.C.
Certified Public Accountants

Dated: February 6, 1997
Hawthorne, New York 

   




THE BRIAN H. CORP.
(a development stage company)
BALANCE SHEET  
                             December 31, 1995



ASSETS


                                  
Current Assets:

Cash  (Note 4)                                                  $ 18,673.40

Other Assets:

Organization costs
  (Note 2)                                                           595.00

     Total assets                                               $ 19,268.40



LIABILITIES AND STOCKHOLDERS' EQUITY


Stockholders' Equity (Notes
1, 2 and 4); 10,000,000
shares, common stock,
$.0001 par value.
Authorized; issued
and outstanding 123,950                                         $    12.40
Additional paid-in 
capital                                                          19,256.00

Total stockholders'
equity                                                           19,268.40

Total liabilities and
stockholders' equity                                            $19,268.40









The accompanying notes are in integral part of these financial statements.




THE BRIAN H. CORP.
(a development stage company)

STATEMENTS OF OPERATIONS
For the period January 23, 1995 (inception)
to December 31, 1995 
               
                              
                                            
 
Costs and Operating Expenses                         $    0

Income from operations                               $    0

Income before Income Taxes  
and Extraordinary Items                              $    0

Net Income                                           $    0

Net Income Per Share                                 $    0

Net Loss                                             $    0

Net Loss Per Share                                   $    0

Number of Common Shares Outstanding                  123,950











The accompanying notes are an integral part of these financial statements.


















THE BRIAN H. CORP.
(a development stage company)

STATEMENT OF STOCKHOLDERS' EQUITY
For the period January 23, 1995 (inception)
to December 31, 1995
                                           


                                                  Shares          Amount

Initial sale of Stock on
January 26, 1995 at .15 per share for cash        120,000        $18,000.00

Sale of 3950 shares on
December 14, 1995 at $4.00 per share for cash       3,950         15,800.00

Balance as of December 31, 1995                   123,950        $33,800.00












The accompanying notes are in integral part of these financial statements. 
























THE BRIAN H. CORP.
(a development stage company)

STATEMENT OF CASH FLOWS
For the period January 23, 1995 (inception)
to December 31, 1995


                                                   
Increase (Decrease)
   in Cash and Cash Equivalents            


Cash Flows from Investing Activities:
  Organizational Costs Incurred                           <$   595>   
Cash flows from Financing Activities:                         
  Net Proceeds from Issuance of Common Stock                33,800
  Deferred Offering costs                                 < 14,532>
     
  Net Cash Provided by Financing Activities                $18,673  

  Net Increase in Cash and Cash Equivalents                $18,673 
  Cash and Cash Equivalents at End of Year                 $18,673  






                       








The accompanying notes are an integral part of these financial statements.











THE BRIAN H. CORP.
(a development stage company)

NOTES TO FINANCIAL STATEMENTS


1.  ORGANIZATION OF THE COMPANY

The Company was incorporated in Nevada on January 23, 1995.
Subsequent to incorporation, it issued and sold 120,000 shares of  common 
stock on January 26, 1995.  The Shares were sold for $.15 
share.  On December 14, 1995, 3950 shares were sold at $4.00 per
share.  The total amount of cash received by the Company from the sale of all 
securities was $33,800 as of December 31, 1995.

The Company's business will be to seek potential business ventures
which in the opinion of management will provide a profit to the 
Company.  Such involvement can be in the terms of the acquisition
of existing businesses and/or the acquisition of assets to
establish businesses for the Company.  Present management of the Company does 
not expect to become involved as management in the aforementioned businesses 
and will hire presently unknown and 
unidentified individuals as management for the aforementioned businesses.

The Company's only activities to date have been the acquisition of funds from 
the sale of its common stock to its officers, directors, and other investors. 
As of December 31, 1995 the Company had not yet commenced operations.

As a result of its limited resources, the Company will, in all likelihood, 
have the ability to effect only a single business Combination.  Accordingly, 
the prospects for the Company's success will be entirely dependent upon the 
future performance of a single business.

The Company's directors and officers are or may become, in their individual 
capacities officers, directors, controlling shareholders in a variety of 
businesses including other "blank check" companies.  There exists potential 
conflicts of interest including, among other things, time, effort and 
corporate opportunity involved in participation with other business entities.







2.  SIGNIFICANT ACCOUNTING POLICIES

Organization costs

Organization costs will be amortized on a straight line basis over a five year 
period from the commencement of operations.  The total organizational costs 
were $ 595 as of December 31, 1995.

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and 
assumptions that effect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the 
date of the financial statements and reported amounts of revenues and expenses 
during the reporting period.  Actual results could differ from those 
estimates.

3.  LEASES

The Company has no oral or written leases or freeholds of any kind on any 
physical plant.  The Company presently uses the offices of Joel Schonfeld at 
26 Court Street, Brooklyn, New York  11242 the attorney for the Company and 
one of its shareholders at no cost.  Such arrangement is expected to continue 
after completion of this offering.

4.  RULE 419 REQUIREMENTS

Rule 419 requires that offering proceeds after deduction for underwriting 
commissions, underwriting expenses and dealer allowances, if any, be deposited 
into escrow or trust account (the "Deposited Funds" and "Deposited 
Securities," respectively) governed by an agreement which contains certain 
terms and provisions specified by the Rule.  As of December 31, 1995 the 
Company's cash balance of $18,673.40 is being held in escrow.  Under Rule 419, 
the Deposited Funds and Deposited Securities will be released to the Company 
and to the investors, respectively, only after the Company has met the 
following three basic conditions.  First, the Company must execute an 
agreement(s) for an acquisition(s) meeting certain prescribed criteria.  
Second, the Company must file a post-effective amendment to the registration 
statement which includes the terms of a reconfirmation offer that must contain 
conditions prescribed by the rules.  The post-effective amendment must also 
contain information regarding the acquisition candidate(s) and its 
business(es), including audited financial statements.  The Agreement(s) must 
include, as a condition precedent to their consumption, a requirement that the 
number of investors representing 80% of the maximum proceeds must elect to 
reconfirm their investments.



Third, the Company must conduct the reconfirmation offer and satisfy all of 
the prescribed conditions, including the condition that a certain minimum 
number of investors must elect to remain investors.  The post-effective 
amendment must also include the terms of the reconfirmation offer mandated by 
Rule 419.  The reconfirmation offer must include certain prescribed conditions 
which must be satisfied before the Deposited Funds and Deposited Securities 
can be released from escrow.  After the Company submits a signed 
representation to the Escrow Agent the requirements of Rule 419 have been met 
and after the acquisition(s) is consummated, the Escrow Agent can release the 
Deposited Funds and Deposited Securities.

Accordingly, the company has entered into an escrow agreement with Atlantic 
Liberty Savings (the "Escrow Agent") which provides that:

          (1)  The net proceeds are to be deposited into an escrow
account maintained by the Trust Company of New York promptly 
upon receipt.  The deposited proceeds and interest or dividends thereon, if 
any, are to be held for the sole benefit of the investors and can only be 
invested in bank deposits, in money market mutual funds or federal government 
securities or securities for which the principal or interest is guaranteed by 
the federal government.

          (2)  All securities issued in connection with the offering
and any other securities issued with respect to such securities, including 
securities issued with respect to stock splits, stock dividends or similar 
rights are to be deposited directly into the Escrow Account promptly upon 
issuance (the "Deposited Securities") and the identity of the investors are to 
be included on the stock certificates  or other documents evidencing the 
Securities.  The Deposited Securities held in the escrow account are to remain 
as issued and are to be held for the sole benefit of the investors' who retain 
the voting rights, if any, with respect to the securities held in their 
names.  The Deposited Securities held in the Escrow Account may not be 
transferred, disposed of nor any interest created therein other than by will 
or the laws of descent and distribution, or pursuant to a qualified domestic 
relations order as defined by the Internal Revenue Code of 1986 or Table 1 of 
the Employee Retirement Income Security Act.

          (3)  Warrants, convertible securities or other derivative
securities relating to securities held in the Escrow Account may be exercised 
or converted in accordance with their terms; provided that, however, the 
securities received upon exercise or conversion together with any cash or 
other consideration paid in connection with the exercise or conversion are to 
be promptly deposited into the Escrow Account.




Prescribed Acquisition Criteria

     Rule 419 requires that before the Deposited Funds and the Deposited 
Securities can be released, the Company must first execute an agreement to 
acquire an acquisition candidate(s) meeting certain specified criteria.  The 
agreement(s) must provide for the acquisition(s) of a business(es) or assets 
for which the fair value of the business represents at least 80% of the 
maximum offering proceeds.  For purposes of the offering, the fair value of 
the business(es) or assets to be acquired must be at least $40,000.


Post-Effective Amendment 

     Once the agreement(s) governing the acquisition(s) of a business(es) 
meeting the above criteria has been executed, Rule 419 requires the Company to 
update the registration statement with a post-effective amendment.  The 
post-effective amendment must contain information about: the proposed 
acquisition candidate(s) and its business(es), including audited financial 
statements; the results of this offering; and, the use of the funds disbursed 
from the Escrow Account.  The post-effective amendment must also include the 
terms of the reconfirmation offer mandated by Rule 419.  The reconfirmation 
offer must include certain prescribed conditions which must be satisfied 
before the Deposited Funds and Deposited Securities can be released from 
escrow.


Reconfirmation Offering

     The reconfirmation offer must commence after the effective date of the 
post-effective amendment.  Pursuant to Rule 419, the terms of the 
reconfirmation offer must include the following conditions;

          (1)  The prospectus contained in the post-effective
amendment will be sent to each investor whose securities
are held in the Escrow Account within 5 business days after the effective date 
of the post-effective amendment.

          (2)  Each investor will have no fewer than 20 and no
more than 45 business days from the effective date of the post-effective 
amendment to notify the Company in writing that the investor elects to remain 
an investor.
          
          (3)  If the Company does not receive written notification
from any investor within 45 business days following the effective date, the 
pro rata portion of the Deposited Funds (and any related interest or 
dividends) held in  the Escrow Account on such investor's behalf will be 
returned to the investor within 5 business days by first class mail or other 
equally prompt means.

          (4)  The acquisition(s) will be consummated only if a 
minimum number of investors representing 80% of the maximum offering proceeds 
($40,000) elect to reconfirm their investment.

          (5)  If a consummated acquisition(s) has not incurred by
April 23, 1997, the Deposited Funds held in the Escrow Account shall be 
returned to all investors on a pro rata basis within 5 business days by first 
class mail or other equally prompt means.

Release of Deposited Securities and Deposited Funds

     The Deposited Funds and Deposited Securities may be released to the 
Company and the investors, respectively, after;

     (1)  The Escrow Agent has received a signed representation from the 
Company and any other evidence acceptable by the Escrow Agent that:

          (a)  The Company has executed an agreement for the acquisition(s) of 
a Business(es) for which the par value of the business represent at least 80% 
of the maximum offering proceeds and has filed the required post-effective 
amendment;

          (b)  The post-effective amendment has been declared effective, that 
the mandated reconfirmation offer having the conditions prescribed by Rule 419 
has been completed and that the Company has satisfied all of the prescribed 
conditions of the reconfirmation offer.

     (2)  The acquisition(s) of the business(es) with the fair value of at 
least 80% of the maximum proceeds is consummated.

5.  RELATED PARTY TRANSACTIONS

Joel Schonfeld, Esq. and his associate, Andrea Weinstein, Esq., are principal 
shareholders of the Company.  Joel Schonfeld's fee for legal services rendered 
in the organization of the Company and for the sale of its stock was $12,000.  
Mr. Schonfeld was also reimbursed $595 for incorporation and filing fees.














Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

Not Applicable.

<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1995


PART III

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The officers and directors of the Company, and further information 
concerning them are as follows:

     Name(1)                       Age                   Position

Daniel Wainick                     65               President, Director
6500 New Horizon Blvd.
Amityville, NY  11701

Theresa DiDato                 54            Secretary, Director
20 Chalmers Blvd.
Amawalk, NY 10501                

Barry Horowitz                     53               Director
67 South Ketcham Ave.
Amityville, NY 11701

Joel Schonfeld
26 Court Street
Brooklyn, NY  11242                60               Director

____________________
(1)  May be deemed "Promoters" of the Company, as that term is defined under 
the Securities Act of 1933.  


BIOGRAPHY

Daniel Wainick, 65, has been President and a director of the Company since the 
Company's organization.  Since 1968, Mr. Wainick has been president of Metro 
Tag & Label, Inc., a label manufacturer.  Mr. Wainick received a B.S. in 
Marketing Administration from New York University.


Theresa DiDato, 54, has been Secretary and a director of the Company since 
March 7, 1995.  Ms. DiDato has not worked outside her home since 1965.  She 
received a diploma from St. Barnabas High School in Bronx, New York, and 
studied at Bronx Community College. 

Barry Horowitz, 53, has been a director of the Company since July 28, 1995.  
He has been an insurance salesman with Insurance Planning Service in 
Amityville, New York, since 1965.

Joel Schonfeld, 60, has been a director of the Company since July 28, 1995.  
Mr. Schonfeld is an attorney practicing in Brooklyn New York for over thirty 
years.  Mr. Schonfeld is acting as counsel for the Company for this offering.  
He is a graduate of Adelphi University and Brooklyn Law School.  Mr. Schonfeld 
serves as special counsel to the Company.

Item 10.  EXECUTIVE COMPENSATION

     No officer or director of the Company has received any cash remuneration 
since the Company's inception, and none received or accrued any remuneration 
from the Company at the completion of the initial public offering.  No 
remuneration of any nature has been paid for or on account of services 
rendered by a director in such capacity.  None of the officers and directors 
intends to devote more than twenty hours per month to the Company's affairs.

<PAGE>
Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT                                         

     The following table sets forth certain information regarding the 
beneficial ownership of the Company's Common Stock as of December 31, 1995 by 
(i) each person who is known by the Company to own beneficially more than 5% 
of the Company's outstanding Common Stock; (ii) each of the Company's officers 
and directors; and (iii) all directors and officers of the Company as a group.

                       
Name/Address          Shares of           Percent of       Percent of 
Beneficial          Common Stock          Class Owned      Class Owned
Owner (1)          Beneficially Owned     Before Offering  After Offering

Theresa DiDato(4)          20,000               16.7%               15.1%
20 Chalmers Blvd.
Amawalk, NY  10501

Barry Horowitz(5)(6)     20,000               16.7%               15.1%
67 South Ketcham Ave.
Amityville, NY 11701

B. Alicia Campos(6)          20,000               16.7%               15.1%
841 Keystone Circle
Northbrook, IL 60062

Daniel Wainick(4)          20,000               16.7%               15.1%
6500 New Horizons Blvd.
Amityville, NY 11701 

Vic Weinstein(3)          20,000               16.7%               15.1%
280 Carol Close
Tarrytown, NY 10591

Joel Schonfeld(2)           13,334               11.1%               10.1%
26 Court Street
Suite 810
Brooklyn, NY 11242

Andrea Weinstein(2)(3)       6,666                5.6%                5.0%
26 Court Street
Suite 810
Brooklyn, NY  11242

Total Officers 
and Directors (4 Persons) 73,334             61.1%               55.3%
    
Total                    120,000              100%               90.6%



__________________________
     (1)  May be deemed "Promoters" of the Company, as that term is defined 
under the Securities Act of 1933.

     (2)  Mr. Schonfeld is counsel to the Company, and Ms. Weinstein is his 
associate.  Mr. Schonfeld is also a director of the Company.

     (3)  Vic Weinstein is the father of Andrea Weinstein, associate to Joel 
Schonfeld, counsel for the Company, as well as one of its directors.

     (4)  Ms. DiDato is Secretary and a director of the Company, and Mr. 
Wainick is President and a director of the Company.

     (5)  Mr. Horowitz is a director of the Company.

     (6)  Mr. Horowitz and Ms. Campos are clients of Mr. Schonfeld.

     None of the current stockholders have received or will receive any extra 
or special benefits that were not shared equally (pro rata) by all holders of 
shares of the Company's stock.


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There are no relationships or transactions required to be disclosed under 
this Item.


Item 13.  EXHIBITS AND REPORTS ON FORM 8-K

NONE
<PAGE>SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of 
1934, the registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                            THE BRIAN H. CORP.               

By Daniel Wainick                                                               

DANIEL WAINICK, President

Date                                                              

     In accordance with 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 and on the dates indicated.


By  Daniel Wainick    
                                                               
DANIEL WAINICK, President, Director  

Date  Feb. 7, 1997                    
*  *  *

By                                                                    

THERESA DIDATO, Secretary, Director

Date                                                              
*  *  *

By  Joel Schonfeld                                                             

   JOEL SCHONFELD, DIRECTOR

Date Feb. 7, 1997                                                             
*  *  *


By Barry Horowitz                                                              

  BARRY HOROWITZ, DIRECTOR

Date  Feb. 7, 1997                                                           
*  *  * 


     Supplemental Information to be Furnished with Reports Filed Pursuant to 
Section 15(d) of the Act by Registrants Which Have Not Registered Securities 
Pursuant to Section 12 of the Act. 

     No annual report or proxy material has been sent to security holders.