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

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

  [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

        For the quarterly period ended     SEPTEMBER 30, 1998
                                            
                                       OR

  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

       For the transition period from ___________________ to ___________________

       Commission file number    33-80570


                             APPAREL VENTURES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as specified in its charter)


          DELAWARE                                       95-4475766
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


204 WEST ROSECRANS, GARDENA, CALIFORNIA                       90248
----------------------------------------                    ----------
(Address of principal executive offices)                    (Zip Code)

                                 (310) 538-4980
                 -----------------------------------------------
              (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    [ ]
       

          Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

          AT NOVEMBER 16, 1998 , 1,000 SHARES OF $.01 PAR VALUE COMMON STOCK OF
THE REGISTRANT WERE OUTSTANDING.

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                             APPAREL VENTURES, INC.

EXPLANATORY NOTE

              Following the filing of the Company's Form 10-Q for the quarter
ended September 30, 1998, the Company determined that an error was made in the
calculation of its minimum adjusted tangible net worth as of September 30, 1998
as defined in the Company's credit facility. The Company and the lender then
entered into an amendment to the Company's credit facility which modified the
minimum adjusted tangible net worth covenant beginning with the month ended
September 30, 1998. The purpose of this amendment is to file the amendment to
the credit facility as an exhibit to this report. No other changes have been
made to the report.



PART II . OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8 - K 

 (A)    EXHIBITS

The Exhibits listed in the Index to Exhibits are filed as part of this Quarterly
Report on Form 10-Q/A










                                    SIGNATURE

Pursuant to the requirements 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.



                                       APPAREL VENTURES, INC.





     December 11 ,  1998               /s/ WILLIAM F. SINGLETARY
----------------------------           -----------------------------------------
             Date                      WILLIAM F. SINGLETARY
                                       Chief Financial Officer
                                       (Duly authorized officer and
                                       principal financial and
                                       accounting officer)
                                              




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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit No.                              Description of Exhibit
-----------              -------------------------------------------------------
<S>                      <C>
   10.1                  Amendment  No. 9 to Loan and Security Agreement
                         between Apparel Ventures, Inc. and Fleet Capital
                         Corporation-formerly Shawmut Capital Corporation
</TABLE>








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