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                  U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                             FORM 10-KSB/A

	[X] Annual Report under Section 13 or 15(d) of the Securities 
Exchange Act of 1934 (Fee required) for the fiscal year ended May 
31, 1996
                    	Commission file number 0-17642
                     CREATIVE LEARNING PRODUCTS, INC.
                     --------------------------------
               (Name of Small Business Issuer in its Charter)

    	New Jersey               	              22-2930106     
-------------------------------           -------------------
(State or other jurisdiction of 	         (I.R.S. Employer
Incorporation or Organization) 	          Identification No.)
 
               150 Morris Avenue, Springfield, NJ     07081     
               --------------------------------------------
             (Address of Principal Executive Offices)(Zip Code)
  
                             (201) 467-0266                              
              ------------------------------------------------
	             (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                 NONE

Securities registered under Section 12(g) of the Act:

                   Common Stock, no par value
                   --------------------------

                        (Title of Class)

	Check whether the issuer: (1) filed all reports required to 
be filed by Section 13 or 15(d) of the Exchange Act during the 
past 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 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. [    ]

	The issuer's revenues for its most recent fiscal year were 
$1,461,906.

	The aggregate market value of the voting stock held by non-
affiliates of the registrant as of September 10, 1996 was 
$17,296,533.

	The number of shares outstanding of each of the registrant's 
classes of common equity on September 10, 1996  was 16,637,383 
shares of Common Stock, no par value, and no shares of Preferred 
Stock, $1.00 par value.

            DOCUMENTS INCORPORATED BY REFERENCE
                         
                           NONE

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Item 6.	Management's Discussion and Analysis or Plan of Operations 

 The following discussion and analysis should be read in 
conjunction with the Consolidated Financial Statements included 
in Item 7 to this Report.

                   RESULTS OF OPERATIONS
                   ---------------------

SALES

 Sales for fiscal 1996 decreased by $26,531 or 2% as compared 
with sales for fiscal 1995. The sales decrease was principally 
due to an increase in the sales of video products offset by a 
larger decrease in children's products and writing instruments.

GROSS PROFIT

 Gross profit for fiscal 1996 decreased by $143,719 or 18% as 
compared with gross profit for fiscal 1995. The gross profit 
margin for fiscal 1996 was 46% as compared with 55% for fiscal 
1995. The decline was principally due to sales of videos with 
lower gross margins and the adjustment of inventory of children's 
products to the lower of cost or market and net realizable 
values.

SELLING EXPENSE

 Selling expense decreased for fiscal 1996 by $79,417 or 14% as 
compared with this expense in fiscal 1995. The decrease was 
principally due to a shift in expenses from marketing current 
products to emphasis on gaming projects.

GENERAL AND ADMINISTRATIVE EXPENSES

 General and administrative expenses decreased for fiscal 1996 
by $165,884 or 8% as compared with these expenses in fiscal 1995, 
principally due to a reduction in legal and accounting fees.

RESERVE FOR GAMING PROJECTS

 Reserve for gaming projects decreased by $2,614,737 or 89% as 
compared with reserve for gaming projects in fiscal 1995, 
primarily due to the termination of the proposed joint venture 
and 

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the related theater and play production projects (see the 
section "Branson Project" in Item 1 to this Report).

OFFICERS' STOCK OPTION EXPENSE

 Officers' stock option expense of $904,688 for fiscal 1995 was 
due to options granted to officers during the year to reflect the 
excess of the then current market values of the Common Stock over 
the transaction prices when issued. No officers' stock option 
expense was recorded for fiscal 1996.

DEBT CONVERSION EXPENSE

 Debt conversion expense of $398,749 for fiscal 1995 was 
attributable to debt converted to the Common Stock during the 
year to reflect the excess of the then current market values of 
the Common Stock over the transaction prices when issued. No debt 
conversion expense was recorded for fiscal 1996.

INTEREST EXPENSE

 Interest expense for fiscal 1996 decreased by $9,510 or 13% as 
compared with interest expense for fiscal 1995. The interest 
expense decrease was principally due to interest on lower 
balances of short-term debt in fiscal 1996 offset by interest on 
the mortgage on property purchased in fiscal 1996.

NAFTA

 The North American Free Trade Act does not have a significant 
effect on the consolidated operations.

INFLATION

Inflation does not have an impact on the consolidated 
operations.

LIQUIDITY AND CAPITAL RESOURCES

 CLP's cash position was $541,610 as of May 31, 1996 as compared 
with $122,249 as of May 31, 1995 or an increase of $419,361. Cash 
flows from operating activities during fiscal 1996 used cash of 
$912,046 due to the net loss of $2,008,478 adjusted primarily for 
depreciation and amortization of $273,849, reserve for gaming 
projects of $332,424 and an increase in accounts payable of 
$476,290 offset by a decrease in prepaid expenses and other 
assets of $102,180.

 During fiscal 1996, CLPI expended $332,423 for gaming projects 
and $1,491,605 for purchases of property resulting in net cash 
used in investing activities of $1,824,028.

 The net cash provided by financing activities during fiscal 
1996 was $3,155,435, consisting of proceeds of long-term 
borrowings of $1,072,475, net proceeds of short-term borrowings 
of $551,000 and proceeds of $1,531,960 from issuances of stock. 
These proceeds funded operational requirements, gaming project 
costs and costs of property purchased. Short-term borrowings and 
operating liabilities of $1,417,902 were converted to Common 
Stock during fiscal 1996.

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 Management believes that, as a result of the cash flow from 
current operations and the aggregate of $1,400,000 raised through 
September 10, 1996 in recent offerings pursuant to Regulation S 
under the Securities Act and the exercise of warrants, CLP has 
sufficient funds to meet its cash requirements during the next 12 
months based on its current level of commitments. Management also 
believes that such funds will be supplemented by cash realized 
from the sales of equity through private placements and the 
exercise of outstanding Common Stock purchase warrants and stock 
options.

 The Company intends to file a registration statement under the 
Securities Act that will register shares of the Common Stock as 
soon as practicable after the filing of this Report. It is 
management's position that the filing of the registration will 
encourage the exercise of some of the underlying outstanding 
Common Stock purchase warrants. There can be no assurance that 
the Company will be able to raise this additional financing.

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                       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.


	CREATIVE LEARNING PRODUCTS, INC.
	Registrant



	By:  /s/ Peter J. Jegou
     ------------------       
    	Peter J. Jegou, President


Dated:  March 17, 1997


Pursuant to the requirements of the Securities Act of 1933, 
this Report has been signed below by the following persons on 
behalf of the Registrant on March 14, 1997 in the capacities 
indicated:


	Signatures	                            Title
 ----------                             -----


  /s/  Peter J. Jegou     	            Principal Executive
 --------------------                  Officer and Director
 (Peter J. Jegou)	               


  /s/ Walter J. Krzanowski 	           Chief Financial Officer
 ------------------------
 (Walter J. Krzanowski)	


  /s/ Carol A. Kulina-Jegou 	          Director
  -------------------------
  (Carol A. Kulina-Jegou)