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

                            FORM 10-Q A/1

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

     For the quarterly period ended: March 31, 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:        0-13121
                               -------

                            HMG Worldwide Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                            13-3402432
--------------------------------------                  ------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                             Identification No.)

 475 Tenth Avenue, New York, New York                             10018
--------------------------------------                  ------------------------
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code  (212) 736-2300
                                                    --------------

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 ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                          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 the latest practicable date.

          Class                                      Outstanding at May 12, 1998
----------------------------                         ---------------------------
Common Stock, $.01 par value                                  8,924,150







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                     Part II Other Information

Item 6. Exhibits and Reports of Form 8-K

The following financial statement exhibits are files as part of this Report:


               INDEX TO FINANCIAL STATEMENT EXHIBITS

                                                            Page
                                                            ----
Exhibit 11 - Computation of Per Share Earnings               3












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                HMG WORLDWIDE CORPORATION AND SUBSIDIARIES
                                EXHIBIT 11
                     COMPUTATION OF PER SHARE EARNINGS
                FOR THE THREE MONTHS ENDED MARCH 31, 1998
                  (in thousands, except per share data)
                              (unaudited)


                                      For the Three Months Ending March 31, 1998
                                      ------------------------------------------
                                        Income            Shares       Per Share
                                     (Numerator)      (Denominator)      Amount
                                     -----------      -------------      ------
                                         
                                     

Basic earnings per share:
   Income available to
     common stockholders                $302             8,924           $0.03
                                                                         =====

Effect of dilutive securities:
 10% convertible debentures              55              1,760
 Stock options and warrants                                478
                                        ------           ------

Diluted earnings per share:
   Income available to common
      stockholders' and assumed
      conversions                       $357            11,162           $0.03
                                        ====            ======           =====
                                                           
                                        








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