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                                  UNITED STATES
                                 SECURITIES AND
                               EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------

                                 Amendment No. 1

                                       TO

                                    FORM 10-Q

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

                  For the quarterly period ended July 31, 1998

                        Commission file number 000-23250

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                              MARKET AMERICA, INC.
             (Exact name of registrant as specified in its charter)

            North Carolina                        56-1784094
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)            Identification Number)

                           7605-A Business Park Drive
                           Greensboro, North Carolina
                    (Address of principal executive offices)

                                      27409
                                   (Zip Code)

                                 (336) 605-0040
              (Registrant's Telephone Number, Including Area Code)

                            ------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 / /

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of September 14, 1998.

                                   19,950,000


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THE PURPOSE OF THIS FILING IS TO AMEND THE 10-Q FILED ON 9/14/98 BY ATTACHING 
THE FINANCIAL DATA SCHEDULE EXHIBIT 27

ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS:

             27 Financial Data Schedule


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                                   SIGNATURE
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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.


                                            MARKET AMERICA, INC.
                                            (Registrant)




Date  September 16, 1998                       /s/ James H. Ridinger
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                                            James H. Ridinger, President and CEO
                                            (Principal Executive Officer and
                                            Principal Financial Officer)