SECURITIES AND EXCHANGE COMMISSION
  
                            WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A
  
  
  [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
  
  [ ] 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 33-15596-D
  
  
                    Knickerbocker Capital Corporation
        (Exact Name of Registrant as specified in its Charter)
  
  
  
  Colorado                               54-1059107 
  (State or other Jurisdiction of     I.R.S. Employer Identi-
  Incorporation or Organization       fication No.)
  
  83-888 Avenue 51, Coachella  California          
             92236
  (Address of Principal Executive Offices)                     
          (Zip Code)
  
  (760) 398-9700
  (Registrant's Telephone Number, including Area Code)
  
  
Indicate by check mark whether the Registrant (i) 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 (ii) 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.
  
  Common Stock, $.001 par value                  261,200,000
  ----------------------------------------------------------
  Title of Class Number of Shares outstanding at September 30, 1998
  
  No Exhibits included.
  
  
  General
  
The condensed consolidated financial statements of Knickerbocker Capital
Corporation included herein, have been prepared without audit pursuant to the
rules and regulations of the Securities and Exchange Commission. Although
certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed
or omitted, Knickerbocker Capital Corporation's management believes that the
disclosures are adequate to make the information presented not misleading.
The condensed financial statements for the nine months ended September  30,
1998 should be read in conjunction with the financial statements and notes
thereto included in this report and Knickerbocker Capital Corporation's annual
report on Form 10-KSB for the fiscal year ended December 31, 1997, and Forms
10-QSB for the period ending  March 31, 1998, June 30, 1998.
  
The condensed financial statements included herein reflect all normal
recurring adjustments that, in the opinion of management, are necessary for a
fair presentation. The result for the interim period are not necessarily
indicative of trends or of results to be expected for a full year.
                                                      
  
  Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
  OF OPERATIONS AND FINANCIAL CONDITION
  
  The Company has not commenced operations and has no working capital.
  
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                            KNICKERBOCKER CAPITAL CORPORATION
                                     BALANCE SHEET
                                                                        
                                      September 30        December 31,  
                                                                              
                                     1998                 1997
ASSETS:

Total Assets                       $            -         $           -
                                                   


LIABILITIES AND STOCKHOLDERS' DEFICIT:

Current Liabilities:                            -                     -

      Total Liabilities:           $            -         $           -

Stockholders' Equity:

Common Stock, 500,000,000 shares
 authorized, $ .001 par value,
 261,200,000 shares issued and
 outstanding                             261,200               261,200
Preferred stock, 50,000,000 shares
 authorized, $ .01 par value, no shares
 issued and outstanding                        -                     -
Additional Paid-In Capital                90,845                90,845
Accumulated Deficit                     (352,045)             (352,045)

Toal Stockholders' Deficit                     -                     -

      Total Liabilities and
       Stockholders' Deficit       $           -           $         -

      




The accompanying notes are an integral part of these fincial statements.
             
                             KNICKERBOCKER CAPITAL CORPORATION
                                   STATEMENTS OF OPERATIONS
                           For the 3 months ended       And for 9 Months ended
                             September 30,                   September 30,
                             1998          1997        1998             1997
Operating Expenses:

Total Operating Expense   $       -      $      -    $      -        $       -

Net (Loss) Income from Operations
                          $       -      $      -    $      -        $       -

                                         

Weighted average number of 
 shares outstanding     261,200,000  261,200,000   261,200,000      261,200,00
                                    
Net Loss per Share        $       -      $      -    $       -       $       -























The accompanying notes are an integral part of these financial statements.



                               KNICKERBOCKER CAPITAL CORPORATION
                                    STATEMENTS OF CASH FLOWS
                              For the 3 Months Ended   For the 9 Months Ended
                                  September 30,                 September 30,
                            1998         1997         1998            1997  
Cash Flows From
 Operating Activities:     $       -   $      -     $      -        $      -
Net Profit (Loss)                  -          -            -               -
Adjustments to Reconcile
 Net Loss to Net Cash Used
 for Operations:
Net Cash Provide (Used) by
 Operating Activities              -          -            -               -

Increase (Decrease) in Cash
Cash and Cash Equivalents,
 Beginning of Period               -          -            -               -
Cash and Cash Equivalents,
 End of Period             $       -   $      -     $      -        $      -
 





















The accompanying notes are an integral part of these financial statements.

                           KNICKERBOCKER CAPITAL CORPORATION
                           STATEMENT OF STOCKHOLDERS' EQUITY
                        For the Years End December 31, 1995-1997
                                         and
                        For the Period Ending September 30, 1998     


                                  Additional
                                  Paid-In       Accumulated
         Shares    Common Stock   Capital       Deficit      Totals 

Balance
 12/31/95    261,200,000  $    261,200 $ 90,845      $(352,045)  $      - 

Balance
 12/31/96    261,200,000    $    261,200 $ 90,845     $(352,045)  $      - 

Balance
 12/31/97    261,200,000    $    261,200 $ 90,845     $(352,045)  $      - 

Balance
  3/31/98    261,200,000    $    261,200 $ 90.845     $(352,045)  $      -
   
Balance
 6/30/98     261,200,000    $    261,200 $ 90,845     $(352,045)  $      - 

Balance
 9/30/98     261,200,000    $    261,200 $ 90,845     $(352,045)  $      -   
   






















                                     
KNICKERBOCKER CAPITAL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1998


NOTE 1 - ORGANIZATION:

Knickerbocker Capital Corporation, (the "Company") commenced operations 
with certain nominal operations on November 6, 1986 upon establishing a
bank account and subsequently incorporating in the State of Colorado on
February 24, 1987 for the purpose of acquiring an interest in unspecified
business opportunities through merger or acquisitions.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Public Stock Offering:                                                

On April 7, 1988 the Company completed a public stock offering and raised
$300,000.  Stock offering costs were $38,430 and were offset against the
proceeds.

Reverse acquisition and Subsequent Business Discontinuance:

On June 10, 1988, Knickerbocker Capital Corporation entered into and
agreement to acquire a concrete formula and rights to produce and sell the
product from Promotional Video Productions, Inc. (PVP), a Nevada
corporation.  PVP had been incorporated April 27, 1987 to acquire the
aforementioned product and rights.  As a result of the agreement, the
Company issued common stock for 100% of the common stock of PVP.  The
transaction has been treated as a reverse acquisition in that PVP acquired
the net assets of the Company.  The Company issued 29,775,000 shares in
connection with the reverse acquisition by PVP, the cost of acquisition and
issuance of shares were offset against the pre-capitalization equity and
resulted in a discount to the common stock.  The concrete business was not
a profitable business and was discontinued in 1990.  There have been no
significant operations since that date.
                                                     
Fixed Assets:

Fixed assets were depreciated on a straight line basis commencing in the
month the asset was purchased and placed in service.  The fixed assets were
sold at a loss in 1989, and the resulting charge was to operations and is
included in accumulated deficit.

NOTE 3 - GOING CONCERN AND INCIDENTAL COSTS:

The Company has had no significant business activity.  The Company incurred
significant losses from operations until 1990 and certain other incidental
costs and expenses in 1995 and 1994.  The Company has a significant
accumulated deficit and no assets.  These factors indicate that the Company
may be unable to continue in existence.  The financial statements do not
include any adjustments relating to the amounts and classification of
liabilities that might be necessary in the event the Company cannot
continue in existence.

Incidental costs to maintain the legal registration of the Company in the
State of Colorado and with the Securities Exchange Commission have been
paid or assumed by the current officers and directors.


                     PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
                 None

Item 2.  CHANGES IN SECURITIES
                 None

Item 3.  DEFAULTS UPON SENIOR SECURITIES
                 None

Item 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
                 None

Item 5.  OTHER INFORMATION
                 None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
                 None
                                                         


                                                     








                                                     

                                                    SIGNATURES

        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.


Date:     November 6, 1998       By:   /s/ Dempsey K. Mork             ---
-------------------------------------------
                                       Dempsey K. Mork
                                       President and Chief                  
                                       Financial Officer































                                                    SIGNATURES

        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.


Date:     November 6, 1998            By:
                                       Dempsey K. Mork
                                       President and Chief
                                       Financial Officer