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

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

                           FORM 10-Q/A
                        (Amendment No. 1)
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     [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

                          -------------
 
                 Commission file number 333-57931

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

               DELAWARE                          61-1327945
     (State or other jurisdiction of         (I.R.S. Employer 
     incorporation or organization)          Identification No.)

       1900 Mellwood  Avenue,  Louisville,  Kentucky  40206
             (Address of principal executive offices)

                          (502) 893-0323
       (Registrants 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: 

     Class                   Outstanding at November 10, 1998
  Common Stock                              13


     Tumbleweed, Inc. hereby amends Part II, Item 2 to include
the following:

Item2.    Changes in Securities and Use of Proceeds

     The Company's registration statement on Form S-1 became
effective on September 9, 1998 (Reg. No. 333-57931).  The Company
registered a total of 6,345,000 shares of its common stock for
issuance as follows:

     -    Up to 1,200,000 shares to be offered by the Company in
          a "best efforts" initial public offering.

     -    Up to 5,145,000 shares that may be sold from time to
          time after completion of the public offering by former
          members of Tumbleweed, LLC for their own accounts. In
          connection with the stock offering, the membership
          interests of these members are to be converted into a
          maximum of 5,145,000 shares of the Company's common
          stock in a reorganization to take effect immediately
          before, and subject to,  completion of the stock
          offering.

     The stock offering, which commenced on September 9, 1998,
will only close if a minimum of 700,000 shares are sold.  As of
September 30, 1998, the minimum number of shares had not been
sold.  The stock offering is scheduled to terminate if the
minimum number of shares has not been sold on or before December
31, 1998, unless extended for up to an additional 90 days.

                           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 there unto duly
authorized.

Dated: January 28, 1999           TUMBLEWEED, INC.

                                   By: /s/ James M. Mulrooney
                                       James M. Mulrooney
                                       Executive Vice President
                                        Chief Financial Officer