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

                         FORM 10-KSB/A
                        Amendment No. 1
(Mark One)

[x]   Annual Report Under Section 13 or 15(d) of The Securities Exchange 
      Act of 1934

      For the fiscal year ended December 31, 1997 

OR
 
[  ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange 
      Act of 1934

   For the transition period from                  to                  

                      Commission file number 0-17574

                    CODED COMMUNICATIONS CORPORATION
               (Name of Small Business Issuer in Its Charter)

           Delaware                             33-0580412
(State or Other Jurisdiction of         )    (I.R.S. Employer 
Incorporation or Organization               Identification No.) 


    1939 Palomar Oaks Way, Carlsbad, California           92009 
     (Address of Principal Executive Offices)          (Zip Code)

                           (760) 431-1945   
             (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 Exchange Act:

                    Common Stock, $.01 par value
                         (Title of class) 

Check whether 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.  [x]  Yes [ ]  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.  [ ]

The Registrant's revenues for its most recent fiscal year were $13,271,000.

As of March 23, 1998, the aggregate value of common stock held by 
non-affiliates of the Registrant was $2,764,000 based on the closing bid 
price as reported by the OTC Electronic Bulletin Board. The number of shares 
of common stock outstanding on March 23, 1998 was 76,568,112.

               DOCUMENTS INCORPORATED BY REFERENCE

The following document is incorporated by reference into Part III of this 
Annual Report on Form 10-KSB:  Definitive Proxy Statement for the 1998 Annual 
Meeting of Shareholders.




                          EXPLANATORY NOTE



This amendment No. 1 to Form 10-KSB is being filed by the registrant for 
information required by Part III, Items 9, 10, 11 and 12.  This information, 
initially incorporated by reference in the registrant's Form 10-KSB for the 
year ended December 31, 1997, is filed by amendment because registrant's 
definitive proxy statement will not be filed within 120 days of the 
registrant's year end.  This Form 10-KSB/A amends Part III of the Company's 
original Form 10-KSB filing only, and all other portions of the Company's 
original 10-KSB filing remains in effect.








                    CODED COMMUNICATIONS CORPORATION
                   1997 FORM 10-KSB/A-1 ANNUAL REPORT

                          TABLE OF CONTENTS







Item  9.   Directors, Executive Officers, Promoters and Control Persons; 
           Compliance With Section 16(a) of the Exchange Act...........   1

Item 10.   Executive Compensation......................................   3

Item 11.   Security Ownership of Certain Beneficial Owners and 
           Management..................................................   6

Item 12.   Certain Relationships and Related Transactions..............   7



ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
<TABLE>
Set out below are the names of, and certain information with respect to, the 
Directors all of whom are also nominees, and Executive Officers of the 
Company.
<CAPTION>
    <S>                        <C>      <C>
    Name                       Age      Position Held With Company

Directors and Nominees:
  Hugo R. Camou (1) (2) (3)    41       Chief Executive 
                                           Officer and Chairman of the Board

  John Wiggins                 46       President, Chief Operating Officer 
                                           and Director

  Fernando Molina (1) (3)      57       Director

  Miguel Vildosola (2)         33       Director

Executive Officers:
  Fernando Pliego              57       Executive Vice President Finance

  Steven Borgardt              45       Vice President Finance 
                                        and Chief Financial Officer

  Richard Carrine              54       Vice President Manufacturing
</TABLE>
____________________________ 

(1)  Member of the Compensation Committee
(2)  Member of the Audit Committee
(3)  Member of the Stock Option Committee


Hugo R. Camou was appointed as the Company's Chief Executive Officer on 
February 17, 1998 and the Chairman of the Board of Directors on September 19,
1996.  Mr. Camou is the Chairman of the Board, CEO and controlling 
shareholder of ISA Corporativo S.A. de C.V.   Since 1988, Mr. Camou founded 
and/or co-founded all of the companies comprising ISA.  Mr. Camou holds a 
degree in mathematics and physics from the Instituto Poletecnico Nacional in 
Mexico. Prior to founding ISA, Mr. Camou taught computer science and
mathematics for undergraduate and graduate university programs in Mexico.

John Wiggins was appointed to the Board of Directors on February 13, 1998 
and assumed the additional responsibilities of President on February 17, 
1998.  John Wiggins joined the Company in April 1994, and was appointed 
Chief Operating Officer in June 1996.  Mr. Wiggins has over 12 years 
experience in sales and software applications support of mobile data 
communications systems. Prior to joining the Company in 1994, Mr. Wiggins 
served in various sales and engineering management positions over a twelve 
year period with Motorola Inc.  Mr. Wiggins holds a Bachelors of Science 
degree in Computer Science from Knightsbridge University in the U.K.

Fernando Molina has served as a Director of the Company since September 19, 
1996.  Mr. Molina is the Executive Vice President of Grupo Embotellador 
Mexicano, S.A. de C.V., the largest Pepsi Cola bottling plant and distributor
in Mexico.  He also serves on the Board of Directors of Banco Nacional de 
Mexico and Consorcio Azucarero Escorpion.  Mr. Molina is a public accountant 
with a degree from the ITAM University. 

Miguel Vildosola has served as a Director of the Company since September 19, 
1996.  Mr. Vildolso is the President of  Corporacion Digital MV, S.A. de 
C.V., a data telecommunications services and equipment company located in 
Mexicali, Mexico.  Prior to joining Corporacion Digital, Mr. Vildosola was 
Manager of Strategic Planning for Kenworth Mexicana.  Mr. Vildosola has a 
Masters degree in Management Information Systems from Instituto Technologico 
y de Estudios Superiores de Monterrey (ITESM).

Fernando Pliego was appointed Executive Vice President of Finance on February
17, 1998.  Mr. Pliego served as a Director of the Company from September 1996
to May 1997.  Over the past five years, Mr. Pliego served in various senior 
management positions with affiliates of ISA Corporativo S.A. de C.V.  Mr. 
Pliego has more than twenty years of experience in telecommunications in 
Mexico. Mr. Pliego holds a degree in Chemical Engineering from the 
Universidad Nacional Autonoma de Mexico.

Steven Borgardt was appointed the Company's Vice President Finance and Chief 
Financial Officer in August 1993.  Mr. Borgardt served as a Director of the 
Company from September 13, 1995 to September 19, 1996.  From September 1981 
through August 1993, Mr. Borgardt served as the Vice President Finance or 
Chief Financial Officer for the Company's wholly-owned subsidiary, Decom 
Systems, Inc. ("Decom").  Mr. Borgardt holds a Bachelor of Science degree in 
Accounting from San Diego State University and he is a Certified Public
Accountant in California.

Richard Carrine was appointed the Company's Vice President Manufacturing in 
August 1993.  Prior to August 1993, he served as Decom's Vice President 
Manufacturing and Operations and in similar positions since September 1976.  

Interest of Management and Insiders in Material Transactions

None of the directors or officers of the Company, nor any person who 
beneficially owns, directly or indirectly, shares carrying more than 10% of 
the voting rights attached to all outstanding shares of Common Stock, nor any 
associate or affiliate of the foregoing persons has any material interest, 
direct or indirect, in any transaction since the commencement of the 
Company's last completed fiscal year or in any proposed transaction which, 
in either case, has or will materially affect the Company, except as 
disclosed in this Proxy Statement.

There are no family relationships between any of the directors or executive 
officers of the Company.

Information About The Board of Directors and Committees of the Board

In 1997, the Board of Directors held 6 meetings.  No director attended 
less than 75% of such meetings.  Non-employee directors are entitled to 
receive an annual grant of options to purchase shares of Common Stock 
under the Company's 1992 Option Plan.  Directors who are also officers 
of the Company or its subsidiaries receive no additional compensation for 
their services as directors. All directors are reimbursed for their expenses 
incurred to attend meetings.

The standing committees of the Board of Directors are the Compensation 
Committee, Audit Committee and Stock Option Committee.  The principal 
duties of the Compensation Committee are to determine and review all 
compensation of directors and officers of the Company, and to report to 
the Board of Directors of the Company.  The principal duties of the Audit 
Committee are to advise and assist the Board of Directors in evaluating 
the performance of the Company's independent auditors, including the scope 
and adequacy of the auditor's examination, and to review with the auditors 
the accuracy and completeness of the Company's financial statements and 
procedures.  The principal duty of the Stock Option Committee is to 
determine grants of stock options under the Company's option plan.

Subsequent to August 1997, non-employee members of the Board of Directors 
are to receive a fee of $1,000 for every board meeting attended by the 
director.  Messrs. Molina and Vildosola each earned but were not paid $3,000 
in meeting fees in 1997.  Effective with election to the board in 1998, all, 
non-employee directors will also receive an annual retainer fee of  $5,000.

There were no Compensation Committee meetings held in 1997 and the Audit 
Committee held one meeting in 1997.  All of the members of the Audit 
Committee attended the meeting.  The Stock Option Committee held no formal 
meetings in 1997, however, options to purchase shares of Common Stock under 
the 1992 Option Plan were granted from time to time throughout 1997 by the 
Stock Option Committee.


ITEM 10.   EXECUTIVE COMPENSATION AND BENEFITS

The compensation and benefits program of the Company is designed to attract, 
retain, and motivate employees to operate and manage the Company for the best 
interests of its shareholders.

Executive compensation is designed to provide incentives for those senior 
members of management who are responsible for the Company's goals and 
achievements.  The compensation policy calls for base salaries, with the 
opportunity for bonuses to reward outstanding performance, and a stock option
program.

Summary Compensation Table
<TABLE>
The following table and notes show the compensation provided to the Chief 
Executive Officer and the other executive officers, who served as such at 
the end of 1997, and whose annual compensation exceeded $100,000.
<CAPTION>
                                                                  Long-Term
                                                                 Compensation
                                  Annual  Compensation           Stock Option  All Other
Name and Position             Year  Salary($)  Bonus($) Other($)(1) Shares(#) Compensation ($)(6)
<S>                           <C>    <C>        <C>      <C>        <C>        <C>                     
Gary L. Luick..............  .1997   161,532    50,000     ---       3,000,000       ---
Chief Executive Officer 
 And President (2)

John A. Robinson, Jr. (3). . .1997   140,083     ---       ---         ---         1,960
President, Decom Systems      1996   134,083   25,000      ---      1,615,000      1,156
                              1995   128,842     ---       ---        215,000       ---

John Wiggins (4)........... ..1997   125,450   25,000    33,800(5)     ---         1,630
Chief Operating Officer       1996   133,450   25,000    16,000(5)  1,500,000        997
                              1995   114,692     ---       ---         15,000       --- 

Steven Borgardt............. .1997   125,000   25,000      ---         ---         1,971
Vice President Finance        1996   102,080   25,000      ---      1,005,000        901
 and Chief Financial Officer  1995    95,576     ---       ---        175,000       --- 


Richard Carrine............. .1997   110,000   25,000      ---         ---        1,730
 Vice President Manufacturing 1995    93,650   25,000      ---      1,015,000       817
                              1995    91,153     ---       ---        175,000      --- 
</TABLE>
 ____________________

(1) In the interest of attracting and retaining qualified personnel, the 
    Company provides executive officers with certain other benefits, which 
    may include relocation allowances, automobile allowances, insurance 
    and other benefits.  Unless otherwise noted, the cost of providing 
    such personnel benefits did not exceed, as to any individual named 
    above, the lesser of $25,000 or 10% of the total annual salary 
    reported for the executive officer.

(2) Mr. Gary L. Luick was appointed chief executive officer and president 
    on March 3, 1997.  Mr. Luick resigned on February 17, 1998.  All 
    stock options granted to Mr. Luick were terminated in 1998.

(3) Includes compensation in 1995 as Chief Operating Officer through 
    March 13, 1995; as Chief Executive Officer from March 13, 1995 
    through March 3, 1997; and as President of Decom subsequent 
    to March 3, 1997. 
 
(4) Includes compensation in 1996 as Chief Operating Officer and 
    Vice President Engineering; and in 1995 as Vice President Engineering.
    Mr. Wiggins was appointed president on February 17, 1998.

(5) Housing allowance for executive officer's relocation to San Diego,
    California, which is paid to the executive officer on a monthly basis.

(6) Company matching contributions to 401(k) savings plan.


Employment Agreements

In February 1997, the Company entered into an employment agreement with 
Mr. Gary L. Luick, the Company's chief executive officer and president.  
Under the terms of the three year agreement, Mr. Luick was to receive an 
initial base salary of $200,000 per year and a bonus in 1997 to be not less 
than $50,000.  In the event the employment agreement was terminated by the 
Company for good cause, as defined in the agreement, Mr. Luick was to receive 
a severance benefit equal to 25% of his base salary.  In the event the
employment agreement was terminated by the Company for any reason other than 
good cause, then Mr. Luick was entitled to receive the greater of 
(i) 100% of his annual base salary or (ii) the balance of the obligations 
payable to Mr. Luick over the remaining term of the contract.  In addition, 
Mr. Luick was granted an option to purchase 3,000,000 shares of common stock 
under the Company's 1992 Stock Option Plan.  The exercise price was $.33 per 
share or the approximate fair market value per share on the date of grant. 
In Febrruary 1998, Mr. Luick resignedas chief executive officer and 
president, and he was removed from the board of directors by written consent 
action of the Company's majority shareholders, ISA Investments Corporation.  
In February 1998, Mr. Luick and the Company entered into a Separation and 
Release Agreement under which Mr. Luick received a lump sum payment of 
$225,000, released the Company from any further obligations or claims, and 
forfeited all rights to vested and unvested employee stock options.

Mr. Robinson entered into a letter agreement with ISA in 1996 pursuant to 
which ISA has committed to cause the Company to retain the services of 
Mr. Robinson in an executive position for three years.  Mr. Robinson's 
current base salary is $140,000.  Mr. Robinson could be discharged only if 
he is convicted of a felony.  In April 1998, Mr. Robinson resigned as 
president of Decom.  Mr. Robinson is to be paid his monthly salary through 
September 1999, or the expiration date of his employment agreement.

Messrs. Wiggins, Borgardt and Carrine entered into employment agreements with 
the Company in 1996 providing initial base salaries of $125,000, $125,000 and 
$110,000, respectively.  The term of each agreement is three years.  The 
agreements provide each officer an opportunity to earn an annual incentive 
bonus of 30% of base salary, under a plan to be approved annually by the 
Board of Directors.  If the agreements are terminated by the Company without 
cause or following a change of control, as those terms are defined in the
agreements, Messrs. Wiggins, Borgardt and Carrine are to receive the greater 
of (i) 100% of their annual salary or (ii) the salary payable over the 
remaining term of their contract.  If the agreement is terminated by the 
executive officer, the executive officer can, under defined circumstances, 
receive 25% of his then current base salary as a severance benefit.  The 
agreements also provide, on a case by case basis, additional benefits such as 
paid life insurance, and housing relocation and automobile allowances.  The
value of these benefits, for any one executive officer, does not exceed 25% of 
his annual base salary, except that Mr. Wiggins is entitled to receive an 
annual housing allowance of $33,600.  Effective February 17, 1998, Mr. 
Wiggins was appointed as the Company's president in addition to his 
responsibilities as chief operating officer.  Mr. Wiggins salary was 
increased, effective February 17, 1998, to $210,000 per year.


Stock Options Granted During Fiscal Year

There were no stock option grants made to executive officers in the year ended 
December 31, 1997.

Stock Options Exercised During the Fiscal Year and Year-End Value of 
Unexercised Options
<TABLE>
The following table sets forth information about stock options held by the 
Company's named executive officers individually,  as of December 31, 1997.
<CAPTION>
                            Aggregated Option Exercises in Last
                            Fiscal Year and FY-End Option Values

                    Shares Acquired     Value          Number of           Value of Unexercised
                       On             Realized     Unexercised Options     In-the Money Options($)
 Name               Exercise ()         ($)      Exercisable Unexercisable Exercisable Unexercisable
<S>                 <C>               <C>        <C>         <C>           <C>         <C>
Gary L. Luick(1         --             --            --       3,000,000 (1)  $   --     $  --
John A. Robinson, Jr.   --             --            --       1,830,000          --        --
John Wiggins            --             --            --       1,515,000          --        --
Steven Borgardt         --             --            --       1,180,000          --        --
Richard Carrine         --             --            --       1,190,000          --        --
</TABLE>
________________

 (1)  Mr. Luick resigned in February 1998 and all options to purchase shares of 
      Common Stock were canceled.


Compliance with Section 16(a) of the Securities Exchange Act of 1934

Under the securities laws of the United States, the Company's directors, 
officers and any person holding more than 10% of outstanding shares of 
Common Stock are required to report their initial ownership of Common Stock 
and any subsequent changes in ownership to the Securities and Exchange 
Commission.  Specific due dates for these reports have been established, and 
the Company is required to disclose in this proxy statement any failure to 
file these reports on a timely basis.  Based solely on a review of the copies
of such forms furnished to the Company or written representations from 
reporting persons, the Company believes that during the period from 
January 1, 1997 to December 31, 1997, its directors, officers and greater 
than 10% beneficial owners complied with the Section 16(a) filing 
requirements, except that  Mr. Vildosola filed his Form 3, Initial Statement
of Beneficial Ownership of Securities late; and Mr. Camou and ISA Investments
Corporation failed to file a Form 4, Statement of Changes in Beneficial 
Ownership.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following table sets forth certain information with respect to (i) each 
person who, as of April 24, 1998, is known to the Company to be the 
beneficial owner of more than 5% of any class of its Common Stock, (ii) each 
director of the Company and (iii) all directors and executive officers as 
a group.  
<CAPTION>
                                                Shares of Common Stock   Percent of
Name and Address (6 )     Position With Company    Beneficially Owned      Class 
Directors and Executive Officers:
<S>                       <C>                         <C>                 <C>          
Hugo R. Camou (1)         Chief Executive Officer       54,272,767 (1)        70.9%
                          and Chairman of the Board

John Wiggins. (2)         President, Chief Operating 
                          Officer and Director           1,515,000 (2)         1.9%
 
Fernando Molina           Director                          --                  --%

Miguel Vildosola          Director                       2,375,000 (3)         3.1%

All directors and executive   --                        66,097,657 (4)        80.3%
officers as a group (7 persons)

Other Shareholders:
ISA Investments Corporation                             54,272,767 (1)       70.9%
Orizaba No. 182 Col. Rima
C.P. 06700 Mexico DF (4)

Renaissance Capital Partners II, LTD.                  11,229,316 (5)       11.8%
8080 North Central Expressway
Dallas, Texas  75206 (5)
</TABLE>
_________________________

(1)  Mr. Camou was appointed chief executive officer on February 17, 1998.
     Shares include 54,272,767 shares of Common Stock held directly by ISA
     Investments Corporation.  ISA and Mr. Camou and his immediate family
     are the majority shareholders of ISA Investments Corporation.  Mr.
     Camou is the majority shareholder of ISA.

(2)  Mr. Wiggins was appointed president on February 17, 1998.  Shares
     include options to purchase 1,515,000 shares of Common Stock 
     exercisable within 60 days of April 24, 1998. 	Mr. Wiggins was 
     appointed to the Board of Directors on February 13, 1998. 

(3)  Shares held by Viga Holdings, Ltd. in which Mr. Vildosola claims a
     beneficial interest.  Mr. Vildosola is the controlling shareholder
     of Viga Holdings, Ltd.

(4) Shares include options to purchase 5,715,000 shares of Common Stock
    exercisable within 60 days of April 24, 1998, and 54,272,767 shares
    of Common Stock beneficially owned by Mr. Camou (See Note 1).

(5) Shares include 1,333,500 shares of Common Stock issuable upon the
    conversion of Series A preferred stock, 7,636,991 shares of Common 
    Stock issuable upon conversion of Series B preferred stock, and 
    1,244,240 shares of Common Stock issuable upon conversion of the
    6% Term Note.  The $311,060 principal amount 6% Term Note, which
    matures March 1, 1999, is convertible into shares of Common Stock
    at a price of $.25 per share.

(6) For purposes of this Proxy Statement, the address of Messrs. Camou,
    Wiggins, Molina and Vildosola is 1939 Palomar Oaks Way, Carlsbad,
    CA  92009.
 




ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended December 31, 1997, affiliates of ISA placed orders 
for their third-party customers with the Company in the approximate amount 
of $5,000,000.  Mr. Hugo Camou, the Company's chief executive officer and 
the chairman of the board of directors, is the controlling shareholder of ISA.

The Company believes that the orders from ISA customers were accepted on 
terms not less favorable to the Company than could have been obtained from
other third-party customers.  


                               SIGNATURES


In accordance with the Exchange Act, the registrant has caused this report to 
be signed on its behalf by the undersigned, thereunto duly authorized. 

                      By Order of the Board of Directors


                      Hugo R. Camou 
                      Chief Executive Officer

In accordance with the Exchange Act, this report has been signed by the 
following persons on behalf of the registrant and in the capacities and on 
the dates indicated:



       Signature                   Title                             Date

/s/ Hugo R. Camou          Chief Executive Officer              April 29, 1998
    Hugo R. Camou            and Director

/s/ John Wiggins           President and Director               April 29, 1998
    John Wiggins

/s/ Fernando Pliego        Executive Vice President Finance     April 29, 1998
    Fernando Pliego

/s/Steven E. Borgardt      Vice President Finance and Chief     April 29, 1998
   Steven E. Borgardt        Financial Officer (Chief 
                              Accounting Officer)

                           Director
  Fernando Molina

/s/ Miguel Vildosola       Director                             April 29, 1998
    Miguel Vildosola