SECURITIES AND EXCHANGE
                     COMMISSION
               Washington, D.C. 20549

                     FORM 10-KSB/A
       (Mark One)
       __  Annual report under section 13 or 15(d)
       of the Securities Exchange Act of 1934 [Fee
       Required] for the fiscal year ended June 30,
       1996.
       X  Transition report under section 13 or
       15(d) of the Securities Exchange Act of
       1934 [No Fee Required] for the transition
       period from January 1, 1996 to June 30,
       1996.

       Commission file number: 33-27707

                TENGTU INTERNATIONAL
                        CORP.
               (Name of small business 
               issuer in its charter)
       Delaware
       (State or other jurisdiction of incorporation)

       (I.R.S. Employer Identification Number):
               77-0407366

       19105 36th Avenue, Suite 207
       Linwood, Washington  98037

       (Address of principal executive offices) (Zip
       Code)
       Issuer's telephone number: (604)685-3234  
       
       Securities to be registered under Section
       12(b) of the Act:
       
                      Not Applicable               
       
       Securities to be registered under Section
       12(g) of the Act:  Not Applicable
       Check whether the issuer (1) filed all
       reports required to be filed by
       Section 13 or 15(d) of the Securities
       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.
       X - Yes    __ 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.  X - Yes   ___ No
       State Issuer's revenues for its most recent
       fiscal year: $0.00

       State the aggregate market value of the
       voting stock held by non-affiliates computed
       by reference to the price at which the stock
       was sold, or the average bid and asked
       prices of such stock, as of a specified date
       within the past 60 days:  Aggregate market 
       value of voting stock held by non-affiliates
       was $0.00 (NO PUBLISHED QUOTATION) as of June
       30, 1996, based upon the average of the bid
       and asked prices as of such date, and a total
       of 9,992,750 shares held by non-affiliates.
       (See definition of affiliate in Rule 12b-2 of
       the Exchange Act.)<PAGE>
       Note:  If determining whether a person is an
       affiliate will involve an unreasonable effort
       and expense, the issuer may calculate the
       aggregate market value of the common
       equity held by non-affiliates on the basis of
       reasonable assumptions, if the assumptions
       are stated.
       (Issuers involved in bankruptcy
       proceedings during the past five
       years)  Check whether the issuer has
       filed all documents and reports
       required to be filed by Section 12,
       13 or 15(d) of the Exchange Act
       after the distribution of securities
       under a plan confirmed by a court.  
       __Yes  __ No
       (Applicable only to corporate
       registrants)  State the number of
       shares outstanding of each of the
       issuer's classes of common equity, as
       of the latest practicable date:
       15,377,750 shares outstanding as of
       June 30, 1996.
       Documents incorporated by
       reference.  If the following
       documents are incorporated by
       reference, briefly describe them and
       identify the part of the Form 10-KSB
       (e.g., Part I, Part II, etc.) into which
       the document is incorporated: (1)
       any annual report to security holders;
       (2) any proxy or information
       statement; and (3) any prospectus
       filed pursuant to Rule 424(b) or (c)
       of the Securities Act of 1933
       ("Securities Act").  The listed
       documents should be clearly
       described for identification purposes
       (e.g., annual report to security
       holders for fiscal year ended
       December 24, 1990).
       Transitional Small Business Disclosure
       Format (Check one):
               Yes X  No__
<PAGE>
SIGNATURES

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


       (Registrant)  TENGTU INTERNATIONAL CORP.

By:       /s/Pak Kwan Cheung

By:         /s/Steven P. Dadson

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(D) OF THE
EXCHANGE ACT BY NON-REPORTING ISSUERS

There were no annual reports to security holders covering the
registrant's last fiscal year.  There were no proxy statements,
forms of proxy or other proxy soliciting materials sent to more
than ten of the registrant's security holders with respect to any
annual or other meeting of shareholders.