<PAGE 1>

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                    ___

                                FORM 10-Q/A


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


               For the quarterly period ended March 31, 1998

                                             333-35017
                    Commission file number   333-35021
                                 _________


                          TELETRAC HOLDINGS, INC.
                              TELETRAC, INC.
                      ______________________________
          (Exact Name of Registrant as Specified in Its Charter)


                Delaware                            43-1789886
                Delaware                            48-1172403     
            _____________________                 ________________
       (State or Other Jurisdiction               (I.R.S. Employer
      of Incorporation or Organization)         Identification Number)

          2323 Grand Street, Suite 1100, Kansas City, Missouri 64108
             ________________________________________________
            (Address of Principal Executive Offices)   (Zip code)

     Registrant's Telephone Number, Including Area Code (816) 474-0055
                               _____________


                              Not Applicable                     
                     _________________________________
           (Former Name, Former Address and Former Fiscal Year,
                      if Changed Since Last Report.)
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<PAGE 2>

          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 and 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      
                                    ____       ____

          As of May 11, 1998, each of Teletrac Holdings, Inc. and
          Teletrac, Inc. had outstanding 249,000 shares of Class
          A Common Stock and 190,476.19 shares of Series A
          Redeemable Convertible Participating Preferred Stock.
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<PAGE 3>
                 TELETRAC HOLDINGS, INC. AND SUBSIDIARIES 
                           INDEX TO FORM 10-Q/A




                                                                    Page No




PART I    FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 2


Item 1    Financial Statements

          Condensed Consolidated Balance Sheets
          as at December 31, 1997 and March 31, 1998. . . . . . . . . . . 4

          Condensed Consolidated Statement of Operations 
          for the Three Months Ended March 31, 
          1997 and 1998.. . . . . . . . . . . . . . . . . . . . . . . . . 6

          Condensed Consolidated Statement of Cash Flows
          for the Three Months Ended March 31, 
          1997 and 1998.. . . . . . . . . . . . . . . . . . . . . . . . . 7

          Condensed Consolidated Statement of Stockholders'
          Equity for the Three Months Ended March 31, 
          1998. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

          Notes to Condensed Consolidated Financial
          Statements. . . . . . . . . . . . . . . . . . . . . . . . . . .10



Item 2    Management's Discussion and Analysis
          of Results of Operations and Financial
          Condition . . . . . . . . . . . . . . . . . . . . . . . . . . .14




PART II   OTHER INFORMATION


Item 6    Exhibits and Reports on Form 8-K
     
     Signatures
<PAGE>
<PAGE 4>                                                                   
                 TELETRAC HOLDINGS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS


                                                             


ASSETS                         December 31, 1997  March 31, 1998
______________                 _________________  _________________
CURRENT ASSETS:                                    (Unaudited)
Cash and cash equivalents      $41,480,737         $28,349,032
Accounts receivable, less
allowances of $612,639 and
$535,331                         4,018,874           4,783,912
Inventories (note 3)             5,441,695           8,900,863
Prepaid expenses and other       5,519,652           5,768,896
Short-term portion of
 restricted investments          5,920,833           2,450,000
                              ____________        ____________           
   Total current assets         62,381,791          50,252,703
                              ____________        ____________


RESTRICTED CASH (note 4)         1,750,000              --    
RESTRICTED INVESTMENTS,
HELD TO MATURITY                34,942,381          31,832,231
PROPERTY AND EQUIPMENT,
 net of accumulated
 depreciation of $3,616,207
 and $4,587,617 (note 5)        26,963,180          29,152,314
LICENSES AND OTHER,
 net of accumulated
 amortization of $322,635
 and $499,311                    6,324,380           6,254,707             

                              ____________        ____________   

   Total assets               $132,361,732        $117,491,955
                              ============        ============


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<PAGE 5>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable                 $3,362,390         $2,300,796
Current portion of
long-term obligations               727,624            654,832
Accrued Interest                  5,920,833          2,450,000
Accrued expense                   1,214,455          1,067,328
Refrequency liability             3,076,871          1,425,181
Total current liabilities        14,302,173          7,898,137

SENIOR NOTES, 14% due 8/l/2007   98,253,377         98,177,014
OTHER LONG-TERM OBLIGATIONS 
 (note 6)                         2,072,142          2,640,264
PREFERRED STOCK, redeemable
 cumulative, 15%  dividend,
 190,477 shares
 authorized and  190,476.19
 shares issued and outstanding   38,290,000         39,527,500
PREFERRED STOCK, undesignated,
 190,477  shares authorized,
 none issued or outstanding

STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, Class A,
 $.01 par value, 1,000,000
 shares authorized and 249,000
 issued and outstanding               2,490              2,490
Common stock, Class B, $.01 par
 value, 70,000 shares authorized
 and none issued or outstanding 
Warrants, 105,000 units to
 purchase 57,071 shares of
 Class A common stock             7,039,954          7,039,954
Paid-in-capital                  22,022,656         22,022,656
Accumulated deficit             (49,621,060)       (59,816,060)
                                ___________       ____________
Total stockholders' deficit     (20,555,960)       (30,750,960)
                                ___________       ____________

Total liabilities and
 stockholders' deficit         $132,361,732       $117,491,955
                               ============       ============


The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
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                 TELETRAC HOLDINGS, INC.  AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                (unaudited)


                                     For the Three Months
                                         Ended March 31,
                                          1997          1998        
                                   _____________    __________

OPERATING REVENUES                  $4,694,879      $6,678,052

OPERATING EXPENSES:
   Cost of revenues                  1,957,276       3,004,721
   Selling, general and advertising  6,368,007       6,470,961
   Engineering                       1,618,809       2,068,671
   Research & development costs        826,348         393,026
   Depreciation and amortization       446,263       1,149,010
                                    ___________     ___________

   LOSS FROM OPERATIONS             (4,903,015)     (6,521,824)
                                    ___________     ___________

OTHER EXPENSE (INCOME):
   Interest expense                     34,827       3,493,549
   Interest and other income          (293,427)       (944,385)
                                    ___________     ___________
      LOSS BEFORE INCOME TAXES      (6,263,224)     (8,957,500)

PROVISION FOR INCOME TAXES               --             --       
                                    ___________     ___________
NET LOSS                           ($6,263,224)    ($8,957,500)
                                    ===========     ===========



The accompanying notes are an integral part of these
Condensed Consolidated Financial Statements.


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                 TELETRAC HOLDINGS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                (unaudited)



                                         Three Months Ended March 31,
                                           1997             1998
                                           ____             ____

OPERATING ACTIVITIES:
  Net Loss                              $(6,263,224)        $(8,957,500)
  Adjustments to reconcile net
    loss to net cash used in
    operating activities ---
  Depreciation and amortization             446,263           1,149,010
  Accretion of discount on senior notes       --                (76,363)
  (Gain)/Loss on assets disposed/sold         1,242              47,744
  Changes in working capital and other
    assets and liabilities                2,057,741)         (5,682,171)
  Restricted cash (note 4)                    --              1,750,000
  Refrequency liability                    (565,566)         (1,651,690)
  Accrued interest                            --             (3,470,833)
                                        ____________         ___________

     Total adjustments                   (2,175,802)         (7,934,303)
                                        ____________        ____________

     Cash used in operating activities   (8,439,026)        (16,891,803)
                                        ____________        ____________

INVESTING ACTIVITIES:
  Proceeds from sale of assets                 --                 3,117
  Acquisition of property and 
   equipment                             (3,280,373)         (2,558,064)
  Acquisition of other intangible
   assets                                      --              (102,383)
  Acquisition of Airtouch Teletrac       (1,000,000)               --      
                                        ____________        ____________

     Cash used in investing activities   (4,280,373)         (2,657,330)
                                        ____________        ____________
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FINANCING ACTIVITIES:
  Cost of credit facility                   (32,233)             (4,619)
  Restricted investments                   (499,977)          6,580,983
  Payments on capital leases                (69,757)           (158,936)
                                        ____________        ____________

     Cash provided by financing
     activities                            (601,967)          6,417,428
                                        ____________        ____________

NET DECREASE IN CASH AND 
CASH EQUIVALENT                         (13,321,366)        (13,131,705)

CASH AND CASH EQUIVALENTS, 
  beginning of period                    27,639,168          41,480,737
                                        ____________        ____________


CASH AND CASH EQUIVALENTS,
 end of period                          $14,317,802         $28,349,032
                                        ============        ============

SUPPLEMENTAL DISCLOSURE ---
  Interest (net of amounts
    capitalized)                        $    34,827         $    70,717

The accompanying notes are an integral part of these Condensed Consolidated
Financial Statements.
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<PAGE 9>

                 TELETRAC HOLDINGS, INC.  AND SUBSIDIARIES
         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE THREE MONTHS ENDED MARCH 31,1998
                                (unaudited)


                         Common Stock             Paid-in    Accumulated
                       Class A Class B  Warrants   Capital     Deficit
                       _______ ______ __________  _______    _____________ 
BALANCE,
 December 31, 1997     $ 2,490 $  -   $7,039,954 $22,022,656  $(49,621,060)

Net loss                    -     -       -          -          (8,957,500)
Preferred stock dividends   -     -       -          -          (1,237,500)
                       _______ ______ __________ ___________  ____________

BALANCE, 
March 31, 1998         $ 2,490 $  -   $7,039,954 $22,022,656  $(59,816,060)
                       ======= ====== ========== ===========  ============





The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
<PAGE 10>
                 TELETRAC HOLDINGS, INC. AND SUBSIDIARIES

           Notes to Condensed Consolidated Financial Statements
                                (unaudited)



NOTE 1 --- COMPANY OVERVIEW

The Company is a leading provider of vehicle location and fleet management
services, including associated two-way digital wireless messaging, to
commercial fleet operators.  The Company has developed a proprietary land-
based location technology that provides customers with a low-cost, accurate
and reliable real-time method of locating vehicles in selected metropolitan
areas.  The Company's system is designed to enable customers to better
manage their mobile workforce, provide security for their property and
personnel and communicate more effectively with mobile workers.

The Company offers a range of fleet management solutions, depending on the
customer's budget and location and messaging needs.  All of these solutions
involve the installation of a Vehicle Location Unit "VLU" in each vehicle. 
The VLU is a radio transceiver that receives and transmits signals used to
determine a vehicle's location.  In addition to the VLU, commercial fleet
customers generally purchase software or location services from the
Company.  The Company's primary product for commercial fleets is Fleet
Director(Registered), a proprietary software application that permits
simultaneous location of all fleet vehicles on a real-time 24-hour-a-day
basis through a digitized map displayed on the customer's dedicated
personal computer, which is connected to the Company's networks.  Fleet
Director(Registered) can be complemented with the Company's messaging
units, which allow two-way messaging between the fleet dispatcher and
drivers directly from the Fleet Director(Registered) screen.  In the first
quarter of 1998, the Company introduced Winfleet(Trademark), a Microsoft
Windows(Registered)-based application based on Fleet Director(Registered)
that will not require a dedicated computer.

As of December 31, 1997, the Company operated in nine metropolitan markets:
Los Angeles, Chicago, Detroit, Dallas, Miami, Houston, Orlando, San
Francisco, and San Diego.  During the first quarter of 1998, the Company
commenced operations in three additional metropolitan markets: Sacramento,
Washington D.C. and Baltimore and has plans to begin offering its services
in three additional markets by the end of 1998. The Company also use; its
proprietary location systems to provide vehicle location and stolen vehicle
recovery services to consumers in its Los Angeles and Miami markets.

The Company's revenues are derived from sales and installation of its
VLU's, messaging units, proprietary software and charges for its services.

NOTE 2 --- BASIS OF PRESENTATION.

The condensed consolidated interim financial statements of Teletrac
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<PAGE 11>
Holdings, Inc. and its wholly owned subsidiary Teletrac, Inc. ("Teletrac"
or the "Company") included herein have been prepared by the Company without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the "Commission") and reflect all adjustments that are, in the
opinion of management, necessary to fairly present the financial position,
results of operations, and cash flows for the interim periods.  Certain
information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such SEC
rules and regulations.  Management believes that the disclosures made are
adequate to make the information presented not misleading.  The results for
interim periods are not necessarily indicative of the results for the full
year.  The interim financial statements should be read in conjunction with
the financial statements and notes thereto contained in the Company's
audited consolidated financial statements for the year ended December 31,
1997 filed on Form 10-K.<PAGE>
<PAGE 12>
NOTE 3 --- INVENTORIES

Inventories consisted of the following at December 31, 1997 and March 31,
1998 (unaudited):
                              December 31, 1997      March 31, 1998

Vehicle Location Units ("VLU")     $3,497,538          $6,286,033
Messaging Units                       920,270           1,318,760
Computers & Software                  313,141             340,415
Other Inventory                       710,746             955,655
                                   __________          __________
Total Inventory                    $5,441,695          $8,900,863
                                   __________          __________

The Company received 16,800 VLU's and 4,350 messaging units valued at
approximately $3.89 million during the first quarter of 1998.

NOTE 4 --- LETTER OF CREDIT

In January 1998, the $1,750,000 Letter of Credit, established between
Teletrac and Tadiran held at Toronto Dominion, was replaced with a joint
$2,500,000 Letter of Credit pledged on the Revolver Line of Credit with
Banque Paribas and Fleet.  The funds previously accounted for as
"Restricted Cash" on the Balance Sheet were refunded and deposited into the
Company's operating cash.

NOTE 5 --- PROPERTY AND EQUIPMENT

Property and equipment, including equipment under capital leases, consisted
of the following at December 31, 1997 and March 31, 1998 (unaudited):

                              December 31, 1997  March 31, 1998

System Equipment                    12,692,730     15,855,182
     Automobiles                       502,370        502,415
     Furniture & Fixtures            1,711,089      1,948,797
     Computer Equipment              3,836,349      4,111,184
     Leasehold Improvements            383,911        449,163
     Construction in Progress       11,452,937         10,873
                                   ___________    ___________
   Total Property & Equipment      $30,579,386    $33,739,931
                                   ___________    ___________
Accumulated Depreciation           ($3,616,206)   ($4,587,617)
                                   ___________    ___________
Net Property & Equipment           $26,963,180    $29,152,314

<PAGE>
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NOTE 6 --- OTHER LONG-TERM OBLIGATIONS

The Company entered into capital lease agreements with two separate vendors
valued at $735,000 during the first quarter of 1998.  The assets included
under the lease agreements will be utilized in the construction of the
location system networks in metropolitan markets the Company will commence
business in during the course of 1998.

<PAGE>
<PAGE 14>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

Management's Discussion and Analysis of Financial Condition and Results of
Operations contain forward-looking statements which involve risks and
uncertainties.  The Company's actual results may differ significantly from
the results discussed in forward-looking statements.  Factors that might
cause such a difference include, but are not limited to, the "Risk Factors"
set forth in the Company's Registration Statement on Form S-1.


RESULTS OF OPERATIONS

Three Months Ended March 31, 1998 Compared to Three Months Ended March 31,
1997

     REVENUES.  Total revenues for the three months ended March 31, 1998
were $6.7 million, compared to $4.7 million in the first quarter of 1997,
an increase of 43%.

     Equipment revenues increased to $2.7 million for the three months
ended March 31, 1998 from $1.9 million for the three months ended March 31,
1997, an increase of 42%, principally due to an increase in the Company's
commercial sales efforts.  Gross commercial sales increased to 8,474 units
for the three months ended March 31, 1998 from 6,668 units for the three
months ended March 31, 1997.  Equipment revenues in future periods may
decline relative to the number of new units going into service because the
Company has introduced an equipment rental program.  The rental program was
introduced in the first quarter of 1998 and will effect second quarter
equipment revenues due to some units being rented rather than sold.

     Service revenues increased to $4.0 million for the three months ended
March 31, 1998 from $2.7 million for the three months ended March 31, 1997,
an increase of 48%, primarily due to an increase in the number of
commercial units in service, to 71,202 at March 31, 1998 from 48,240 at
March 31, 1997.  Also, the average commercial service revenue per unit
increased to $18.06 in March 1998 from $16.57 in March 1997 as a result of
an increase in both ancillary services and monthly airtime rates.

     COST OF REVENUES.  Cost of revenues includes the cost of equipment and
the direct cost of providing service (network telephone, billing, roadside
assistance and bad debt expense).  Cost of revenues increased to $3.0
million for the three months ended March 31, 1998 from $2.0 million for the
three months ended March 31, 1997 primarily as a result of the higher
number of new units sold and in service.

     RESEARCH AND DEVELOPMENT, ENGINEERING, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES.  Research and development, engineering, selling,
general and administrative expenses increased by $0.1 million, to $8.9
million for the three months ended March 31, 1998 from $8.8 million for the<PAGE>
 <PAGE 15>
three months ended March 31, 1997.  The Company expensed $0.4 million in
the three months ended March 31, 1998 relating to research and development
for its new Integrated Base Station Unit (IBSU).

     DEPRECIATION AND AMORTIZATION.  Depreciation and Amortization
increased for the three months ended March 31, 1998 to $1.1 million from
$0.4 million for the three months ended March 31, 1997, primarily due to
depreciation on additional assets related to the new market build-out and
additional infrastructure in existing markets.

     OPERATING LOSSES.    Operating losses incurred by the Company were
$6.4 million for the three months ended March 31, 1998, as compared to $6.5
million for the three months ended March 31, 1997, for the reasons
discussed above.

     INTEREST EXPENSE.  Interest expense was $3.5 million for the three
months ended March 31, 1998 and was primarily related to the high yield
bonds.

     NET LOSS.  For the reasons discussed above, partially offset by
interest income of approximately $1.0 million, net loss increased to $9.0
million for the three months ended March 31, 1998 from $6.3 million for
three months ended March 31, 1997.  No tax benefit has been recognized for
any period due to the uncertainty of net operating loss carry-forward
utilization.


LIQUIDITY AND CAPITAL RESOURCES

     Capital expenditures were $2.7 million for the three months ended
March 31, 1998, primarily for the build-out of the Company's networks in
new markets.  The Company currently expects that its aggregate capital
expenditures (excluding the acquisition of spectrum rights) will be $21
million for both 1998 and 1999 combined.  These capital expenditures will
consist primarily of costs associated with the opening of new markets in
1998.  In addition, the Company's capital expenditure plans include network

design and development, the maintenance of existing markets, supporting the
Company's rental program, and other capital improvements. 

     The Company received 16,800 VLU's and 4,350 messaging units valued at
approximately $3.89 million during the first quarter of 1998.  The Company
established a delivery schedule of VLU's according to projections of both
commercial and consumer unit sales.  The consumer business did not
materialize in the first quarter creating an increase in the VLU inventory.

The delivery schedule has been adjusted to allow for a reduction of the
inventory to a proper level going forward.
<PAGE>
<PAGE 16>


     At March 31, 1998, the Company was in violation of covenants under its
revolving credit facilities (the "Revolvers") with Banque Paribas and Fleet
National Bank.  The covenants were established based on projections that
included consumer unit sales that did not materialize.  The covenants were
waived at March 31, 1998 and the Company had made no draws against the
revolvers through that date.  The Company and the banks are redefining the
covenants for the facilities.

INFLATION

     The Company believes that to date inflation has not had a material
effect on its results of operations.  Although inflation may in the future
effect the cost of VLU and messaging units sold by the Company, the Company
expects that technology and engineering improvements are likely to offset
any foreseeable cost increases.


PART II   OTHER INFORMATION

Item 6    Exhibits and Reports on Form 8-K


          None.
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<PAGE 17>
                                SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on their
behalf by the undersigned thereunto duly authorized.

                                        TELETRAC HOLDINGS, INC.

                                        By:  /s/ Alan B. Howe            

                                        _____________________
                                        Alan B. Howe
                                        Vice President of Finance
                                         and Corporate Development 
                                          (Principal Financial Officer)
                                           and on behalf of the registrant

Date: May 13, 1998

                                        TELETRAC, INC.
    
                                        By: /s/ Alan B. Howe

                                        ____________________
                                        Alan B. Howe
                                        Vice President of Finance
                                         and Corporate Development
                                          (Principal Financial Officer)
                                           and on behalf of the registrant
                              

Date: May 13, 1998