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, 1996.  

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 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-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 $13.25.  

     As of December 31, 1996 there were 132,500 shares of the issuer's common 
stock, $.0001 par value per share, issued and outstanding.



<PAGE>THE BRIAN H. CORP.
10-KSB
December 31, 1996

PART I


Item 1.  DESCRIPTION OF BUSINESS

     The Company was organized under the laws of the State of Nevada on 
January 23, 1995. The Company was formed as a vehicle to pursue a Business 
Combination. Since inception, the primary activity of the Company has been 
directed to organizational efforts, obtaining initial financing, and efforts 
intended to identify possible Business Combinations.

     The Company's initial public offering comprised 12,500 shares of common 
stock (the "Common Stock") at a purchase price of $4.25 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 did 
not restrict its search to any specific business, industry or geographical 
location.

     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 
provide 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 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.

     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 
regulatory 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.  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 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 presently has no employees.  

     On December 10, 1996, the Company entered into an acquisition agreement 
with Frama S.r.l., a company organized pursuant to the laws of the Republic of 
Italy ("Frama").   Pursuant to this agreement (the "Acquisition Agreement"), 
100% of Frama shall be acquired by  Brian on the Effective Date (as defined in 
the Acquisition Agreement) and Frama will be a wholly owned subsidiary of 
Brian.  Thus, all Frama quota holders shall become shareholders of Brian as a 
result of the Acquisition.

The sole business Frama is the acquisition of trademarks.  Frama currently 
holds two trademarks, Fantic Motor trademark and Garelli trademark.  Both 
trademarks re related to motorcycles produced by Fantic Garelli S.p.A. 
("Fantic Garelli")  Pursuant to a royalty agreement dated April 28, 1995 
between Frama and Fantic Garelli, Frama receives 1.5% on net sales by Fatic 
Garelli for all products for which Frama owns the trademarks up to 20 billion 
lire (approximately $13,000,000) and 1% thereafter.   Fantic  Garelli 
guarantees Frama a minimum of 120,000,000 lire (approximately $77,000) 
annually.  The royalty agreement is for a five year period, renewable for an 
additional five years.  The executive offices of Frama are located in Italy at 
Milano, Corsco, Genova 5.                                        

     The Company believes it has structured the acquisition of Frama in such a 
manner as to minimize federal and state tax consequences to the Company and 
any target company.


Item 2.  PROPERTIES

     The Company is presently using the office of Schonfeld & Weinstein, 
L.L.P., which acted as special counsel for the Company for its initial public 
offering, as its office.  Schonfeld & Weinstein 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, 1996, there were 132,500 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 12,500 shares of Common Stock at $4.00 per share.  

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.  

     On December 10, 1996, the Company entered into an acquisition agreement 
with Frama S.r.l., a company organized pursuant to the laws of the Republic of 
Italy ("Frama").   Pursuant to this agreement (the "Acquisition Agreement"), 
100% of Frama shall be acquired by  Brian on the Effective Date (as defined in 
the Acquisition Agreement) and Frama will be a wholly owned subsidiary of 
Brian.  Thus, all Frama quota holders shall become shareholders of Brian as a 
result of the Acquisition.

     The sole business Frama is the acquisition of trademarks.  Frama 
currently holds two trademarks, Fantic Motor trademark and Garelli trademark.  
Both trademarks re related to motorcycles produced by Fantic Garelli S.p.A. 
("Fantic Garelli").  Pursuant to a royalty agreement dated April 28, 1995 
between Frama and Fantic Garelli, Frama receives 1.5% on net sales by Fatic 
Garelli for all products for which Frama owns the trademarks up to 20 billion 
lire (approximately $13,000,000) and 1% thereafter.   Fantic  Garelli 
guarantees Frama a minimum of 120,000,000 lire (approximately $77,000) 
annually.  The royalty agreement is for a five year period, renewable for an 
additional five years.  The executive offices of Frama are located in Italy at 
Milano, Corsco, Genova 5.                                          

     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 analysis of Business Combinations was undertaken by the officers and 
directors of the Company, none of whom is a professional business analyst. In 
analyzing prospective Business Combinations, management considered such 
matters as the available technical, financial, and managerial resources; 
working capital and other financial requirements; 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 growth or expansion; the potential for profit; the perceived 
public recognition or acceptance or products; 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 
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.

     Management did not actively negotiate or otherwise consent to the 
purchase of any portion of their Common Stock as a condition to or in 
connection with the proposed acquisition of Frama.  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. 

     The securities to be issued in the Acquisition shall be issued in 
reliance on exemptions from registration under applicable federal and state 
securities laws. 

     The terms of the Acquisition were based upon the respective needs and 
desires of the Company and Frama and the relative negotiating strength of the 
Company and such other management.

     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. 

<PAGE>
Item 7. FINANCIAL STATEMENTS
   

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


ASSETS



                           December 31, 1996            December 31, 1995
                                                                      
Current 
Assets:

Cash (Note 4)                 $ 52,873.20              $ 18,673.40

Other Assets:

Organization costs
  (Note 2)                         595.00                       595.00

     Total assets             $ 53,468.20               $ 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 shares as of  
December 31, 1995                                      $     12.40
132,500 shares as of                                 
December 31, 1996              $    13.20
Additional paid-in 
capital                         53,455.00                19,256.00

Total stockholders'
equity                          53,468.20                19,268.40

Total liabilities and
stockholders' equity          $ 53,468.20              $ 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

               
                            From                                    From
                       January 23, 1995                        January 23, 
1995                         (inception) to      For the year ended  
(inception) to 
                       December 31, 1996   December 31, 1996   December 
31,1995                                            
                                         
Costs 
and Operating Expenses       $ 0               $ 0                 $ 0

Income from operations       $ 0               $ 0                 $ 0 

Income before Income Taxes  
and Extraordinary Items.     $ 0               $ 0                 $ 0
 
Net Income                   $ 0               $ 0                 $ 0

Net Income Per Share         $ 0               $ 0                 $ 0
 
Net Loss                     $ 0               $ 0                 $ 0

Net Loss Per Share           $ 0               $ 0                 $ 0

Number of Common 
Shares Outstanding         132,500           132,500              123,950
 










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










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

STATEMENTS OF STOCKHOLDERS' EQUITY
                        


                                                  Shares         Amount


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

Sale of 3950 shares on
December 14, 1995 at
$4.00 per share for cash                           3,950         15,800

Total outstanding as of      
December 31, 1995                                123,950         33,800

Sales of stock on the following
dates at $4.00 per share for cash:
  January 11, 1996                                   800          3,200
  February 20, 1996                                1,850          7,400
  April 17, 1996                                     250          1,000
  April 24, 1996                                   5,650         22,600
  
Total stock sold for cash in 1996                  8,550         34,200

Total outstanding as of December 31, 1996        132,500        $68,000

                  











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







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

STATEMENTS OF CASH FLOWS

                                                      
                                                   
               
                            From                                    From
                       January 23, 1995                      January 23,1995
                   (inception) to      For the year ended  (inception to)
                   December 31, 1996   December 31, 1996   December 31,1995 
          

Increase (Decrease)
   in Cash and 
   Cash Equivalents                     

Cash Flows from
 Investing Activities:
  Organizational costs
  incurred                    <$    595>                       <$     595>
Cash flows from 
 Financing Activities:
  Net Proceeds from 
  Issuance of 
  Common Stock                 $ 68,000       $  34,200         $  33,800  
                   
   Deferred Offering Costs    <  14,532>                       <  14,532>
         
   Net Cash Provided by
    Financing Activities       $ 52,873       $  34,200         $  18,673 

Net Increase in Cash 
  and Cash Equivalents         $ 52,873       $  34,200         $  18,673 
Cash and Cash Equivalents
  at End of Year               $ 52,873       $  52,873         $  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.
During 1996, 8550 shares were sold on different dates at
$4.00 per share.  The total amount of cash received by the Company from the 
sale of all securities was $68,000 as of December 31, 1996.

The Company's business is 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, 
and its initial public offering.  As of December 31, 1996 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, 1996.         

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 the 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 Schonfeld & 
Weinstein, L.L.P. at 63 Wall Street, Suite 1801, New York, New York 10005 the 
attorneys for the Company and two 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, 1996, the 
Company's cash balance of $52,873.20 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 occurred 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 partner, 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

The information included in the Company's reports on Form 8-K filed January 
13, 1997 and February 4, 1997 are included herein by reference.


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
63 Wall Street
New York, NY  10005                62               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, 62, 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%
63 Wall Street
Suite 1801
New York, NY 10005

Andrea Weinstein(2)(3)       6,666                5.6%                5.0%
63 Wall Street
Suite 1801
New York, NY  10005

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 
partner.  Mr. Schonfeld is also a director of the Company.

     (3)  Vic Weinstein is the father of Andrea Weinstein, partner of 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

(A) The following exhibits filed with the Company's post-Effective Amendment 
No. 1 on Form SB-2 are incorporated by reference:

 2.0     Acquisition Agreement

24.0    Accountants' Consent to Use Opinion.

99.1     Letter of Reconfirmation 

(B) Reports on Form 8-K dated January 13, 1997 (reporting the resignation of 
the Company's auditor) and February 4, 1997 (reporting the appointment of new 
auditors) are incorporated herein by reference. <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 March 12, 1997                                                             

     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  March 12, 1997
                                                             *  *  *



By  Theresa DiDato
                                                                  

THERESA DIDATO, Secretary, Director

Date  March 12, 1997
                                                              
*  *  *

By  Joel Schonfeld                                                             


   JOEL SCHONFELD, DIRECTOR

Date March 12, 1997                                                            
*  *  *


By Barry Horowitz                                                              


  BARRY HOROWITZ, DIRECTOR

Date March 12, 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.