U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                 FORM 10-K/A

                         ANNUAL REPORT PURSUANT TO
                   SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
                          ENDED DECEMBER 31, 2003

                        Commission File No. 0-31235
                          CONX CAPITAL CORPORATION
                      --------------------------------
           (Exact name of registrant as specified in its charter)
          DELAWARE                                62-1736894
          --------                                ----------
     (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)          Identification Number)

     502 N. DIVISION STREET, CARSON CITY, NV         89703
     ----------------------------------------      --------
      (Address of principal executive offices)    (Zip Code)

                               (702) 886-0713
                               --------------
            (Registrant's telephone number, including area code)
        Securities registered pursuant to Section 12(b) of the Act:

                                    NONE
                                    ----
        Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock, Par Value $.01 Per Share
                                  ------

     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
                                            ---    ---

<PAGE>


     Indicate  by   check  mark  if  disclosure  of  delinquent  filers
     pursuant to Item 405 of Regulation S-K  (Section 229.405  of  this
     chapter)  is not contained herein,  and will  not be contained, to
     the  best  of  registrant's  knowledge,  in  definitive  proxy  or
     information statements incorporated  by reference  in Part III  of
     this  Form 10-K or any  amendment to this  Form 10-K.   X
                                                            ---


     Indicate  by  check  mark whether the registrant is an accelerated
     filer (as defined in Rule 12b-2 of the Act).   YES    NO  X
                                                       ---    ---

     There  is no established  market for  the registrant's  voting and
     non-voting  common equity.  The aggregate book value of the voting
     common  equity held  by non-affiliates  on December  31, 2003  was
     $6,517.   For  purposes  of the  foregoing calculation  only,  all
     directors,   executive  officers,   and  their  respective  family
     members, have been deemed affiliates.   The registrant's  revenues
     for the fiscal year-end December 31, 2003, were $3,267,090.

     Indicate the number of shares outstanding of each of  the issuer's
     classes of common stock, as of the  close of the period covered by
     this report.

               Class                             Outstanding Shares
     -----------------------------                  ------------
     COMMON STOCK - PAR VALUE $.01                   6,650,000











                    DOCUMENTS INCORPORATED BY REFERENCE
                    -----------------------------------
                                    NONE
                                    ----



<PAGE>


                              EXPLANATORY NOTE
                              ----------------



      CONX Capital Corporation hereby amends its Annual Report on  Form
      10-K  for  the  calendar  year ended December 31, 2003 (the "Form
      10-K")  (filed  on  March 30, 2004)  as  set forth in this Annual
      Report on Form 10-K/A (Amendment No. 1) (the "Form 10-K/A"). This
      Form 10-K/A includes an amendment to the following section of the
      Form 10-K.

      Part I,  Item  7:   Amendment  to  the  Company's   Disclosure  of
      Contractual Obligations.




     ITEM 7.


     Disclosure of Contractual Obligations

          The  funding  requirements  of the Company's most significant
     financial obligations are set forth in the table below:


                                   Payments Due by Period

                     -------------------------------------------------------
                     Less than       1-3        3-5      Greater than
                     1 Year         Years      Years       5 Years     Total
                     -------------------------------------------------------

    Contractual
      Obligations:

       Long-term
         Debt       $ 1,491,021   $ 2,199,628    -0-       -0-    $ 3,690,649






<PAGE>



                                 SIGNATURES

          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.

                                   CONX Capital Corporation


                                   By:       /s/ Edward M. Harvey
                                        --------------------------------
                                        Edward M. Harvey, Chairman of
                                         the Board of Directors

                                        Dated:    May 4, 2004









<PAGE>


          Pursuant to the requirements of  the Securities Exchange  Act
     of  1934, this  report  has been  signed  below by  the  following
     persons on behalf of the registrant and in the capacities  and all
     the dates indicated.

                             POWER OF ATTORNEY

          KNOW  ALL PERSONS  BY THESE PRESENTS, that  each person whose
     signature appears  below appoints, Todd  W. Tiefel,  his attorney-
     in-fact, with the power  of substitution, for  him in any and  all
     capacities, to sign any  and all amendments to this Annual  Report
     on  Form 10-K/A and to file the same,  with  exhibits thereto  and
     other documents in connection therewith,  with the Securities  and
     Exchange  Commission, hereby  ratifying  and confirming  all  that
     said attorney-in-fact,  or his substitute  or substitutes,  may do
     or cause to be done by virtue hereof.

                                           /s/ Edward M. Harvey
                                   ------------------------------------
                                   Name:  Edward M. Harvey
                                   Capacity:  Chairman and Director
                                              (Principal Executive Officer)
                                   Dated:     May 4, 2004



                                           /s/ Michael Kelly Wooldridge
                                   ----------------------------------------
                                   Name:  Michael Kelly Wooldridge
                                   Capacity:  President and Director
                                   Dated:     May 4, 2004



                                           /s/ Todd W. Tiefel
                                   --------------------------------------
                                   Name:  Todd W. Tiefel
                                   Capacity:  Chief Financial Officer and
                                               Director
                                              (Principal Financial and
                                               Accounting Officer)
                                   Dated:     May 4, 2004


<PAGE>

                                           /s/ John P. Flahavin
                                   ---------------------------------------
                                   Name:  John P. Flahavin
                                   Capacity:  Director
                                   Dated:     May 4, 2004


                                           /s/ Theodore C. Skokos
                                   ----------------------------------------
                                   Name:  Theodore C. Skokos
                                   Capacity:  Director
                                   Dated:     May 4, 2004