U.S. Securities and Exchange Commission
                            Washington, D.C.  20549

                                   FORM 10-KSB/A
                                  AMENDMENT NO.1

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934  For the fiscal year ended December 31, 1997
[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934   For the transition period from . . . to . . . .

Commission file number: 0-21087

Name of small business issuer in its charter): Tollycraft Yacht Corporation

(State or other jurisdiction of incorporation or organization) Nevada

(I.R.S. Employer Identification No.): 86-0849925

(Address of principal executive offices)(Zip Code):
8201 Peters Road, Plantation, Florida 33324

(Registrant's telephone number, including area code): (954) 916-2618

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

Name of each exchange on which registered: NONE

Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 ...

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $903,235

The aggregate market value of the voting and non-voting common equity held by
non-affiliates was $10,499,891 computed by reference to the average bid and
asked price of such common equity, as of June 30, 1998, which was $6.1875

The number of shares outstanding of the issuer's common stock, as of December
31, 1997 was 3,145,383

Transitional Small Business Disclosure Format (check one): Yes ... No .X.

The following items are amended:

                                PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with 16(a) of the Exchange Act.

Peter D. Hobbs         53          Chairman, Chief Executive Officer,
                                   Secretary, Director

D.R. Cooley            43          President, Chief Operating Officer
                                   Chief Financial Officer, Director

All officers are elected by the Board of Directors and serve until the next
election of officers in conjunction with the annual meeting of the
stockholders as provided in the By-laws.

Peter D. Hobbs has been the Chairman and a Director of the Company and its
predecessors since 1996.  He has been involved in investment banking and
capital raising since 1972. Mr. Hobbs was previously a director of Travis
Industries, Inc.  He has worked for several overseas companies actively
involved in raising capital for both domestic and overseas entities.  One of
these companies presently controls the majority of voting stock of Tollycraft.

D.R. Cooley has been the President of the Company and its predecessors since
1994, and a Director since 1996.  He has held positions in business and
finance with responsibility in investment banking, financing, and management
of closely held businesses since 1977.  Experienced in manufacturing entities,
management buyouts, and turn around activities.

Compliance with 16(a) of the Exchange Act.  Federal securities laws require
the Company's directors, certain of its officers, and persons owning
beneficially more than ten percent (10%) of a registered class of the
Company's equity securities, to file initial reports of ownership and reports
of changes in ownership with the Commission.  The Company is required to
disclose any failure of persons, who at any time during the fiscal year, were
directors, officers required to report, or more than ten percent (10%)
beneficial owners, to file timely those reports during the fiscal year.  The
Company undertakes the responsibility to file all required reports on behalf
of its directors and officers.  To the Company's knowledge, based solely upon
information furnished to the Company by its directors and certain of its
officers, during the fiscal year ended December 31, 1997, all of the Company's
directors, officers required to report, and greater than ten percent (10%)
beneficial owners made all such filings on a timely basis, except for the
following: D.R. Cooley.


Item 10.  Executive Compensation.

<TABLE>
SUMMARY COMPENSATION TABLE

                                                               Long Term Compensation
                                                        -------------------------------------------------

                           Annual Compensation                    Awards            Payouts
                   --------------------------------------------------------------------------------------
<S>               <C>     <C>         <C>         <C>      <C>         <C>           <C>        <C>
(a)               (b)     (c)         (d)         (e)      (f)         (g)           (h)        (i)
                                                  Other                Securities
Name                                              Annual   Restricted  Under-                   All Other
and                                               Compen-  Stock       lying         LTIP       Compen-
Principal                                         sation   Award(s)    Options/      Payouts    sation
Position           Year    Salary ($)  Bonus ($)   ($)      ($)        SARs

Peter D. Hobbs     1997   ...                                         105,000(2)
Chairman, Chief    1996   ...
Executive Officer  1995   ...
Secretary

D.R. Cooley        1997   96,000                 9,000 (1)            105,000(2)
President,         1996   96,000                 9,000 (1)            160,000(3)
Chief Executive    1995   96,000                 9,000 (1)
Officer, Chief
Financial Officer

(1) Pertains to a $750 per month automobile allowance.
(2) Pertains to 1996 Employee Stock Option Plan (See hereinbelow.)
(3) Pertains to Incentive Stock Option Agreement (See hereinbelow.)

1997 Option Grants.  The following table shows information regarding grants of
stock options in 1997 to the executive officers named in the Summary
Compensation Table.

                          Individual Grants

(a)	            (b)	             (c)	             (d)	           (e)
                Number of        % of Total
                Securities       Options/SARs
                Underlying       Granted to       Exercise
                Options/SARs     Employees        or Base        Expiration
Name            Granted (#)	   In Fiscal Year	  Price ($/Sh)   Date

Peter D. Hobbs  105,000           33              6.00/Share     2/18/02 (1)
D.R. Cooley     105,000           33              6.00/Share     2/18/02 (1)

Footnotes
(1) Granted 2-18-97 pursuant to the 1996 Employee Stock Option Plan.

The table shows the aggregate number of unexercised options and SARs
that were exercisable and unexercisable as of December 31, 1997, and
the values of "in-the-money" stock options and SARs on December 31, 1997,
which represent the positive difference between the market price of the
Company's Common Stock and the exercise price of such options/SARs.

AGGREGATED FISCAL YEAR-END OPTION VALUES

                Number of Unexercised           Value of Unexercised
                Options Held At                 In-The-Money Options At
                December 31, 1997               December 31, 1997 (3)

Name            Exercisable   Unexercisable     Exercisable  Unexercisable

Peter D. Hobbs  105,000 (4)   0                 (3)          (3)

D.R. Cooley     120,000 (1)   0                 (3)          (3)
                 40,000 (2)   0                 (3)          (3)
                105,000 (4)   0                 (3)          (3)


Footnotes
 (1) Stock Option Agreement, adjusted for reverse split, expires 24 months
after the debt owed by the Company to Vera Corporation is fully paid and no
longer outstanding or is bargained, sold, assigned, transferred or conveyed
to a third party, and written notice from the Company of such payoff or
transfer is given to the Optionee.
 (2) Incentive Stock Option Agreement, adjusted for reverse split,
exercisable as follows:  (1.1) Up to 10,000 shares at $9.25 per share,
which is the fair value at the  time this  option is granted, on or before
12/31/96; (1.2) Any unexercised shares issuable pursuant to Section 1.1
herein and up to 10,000 additional shares, all at $12.50 per share on or
before 12/31/97; (1.3) Any unexercised shares issuable pursuant to Sections
1.1 and 1.2 herein and up to 10,000 additional shares, all at 50% of the bid
price of the stock as quoted at the time notice of exercise is given, on or
 before 12/31/98; (1.4) Any unexercised shares issuable pursuant to Sections
1.1, 1.2, and 1.3 herein and up to 10,000 additional shares, all at 50% of the
bid price of the stock as quoted at the time notice of exercise is given, on or
before 12/31/99.
 (3) There were no option/SAR exercises in last fiscal year and FY-End
Option/SAR Values are $0 since the options are not "in-the-money".
 (4) Resolution dated February 18, 1997 granting options pursuant to the 1996
Employee Stock Option Plan, exercisable for five years at $6.00 per share.

There was no compensation paid in the last fiscal year for services as a
director of the Company.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

The table below sets forth the only entities known to the Company to be the
beneficial owner of more than five percent of the outstanding Common Stock of
the Company.

Name and                Amount and
Address of              Nature of
Beneficial              Beneficial              Percent
Owner                   Ownership               of Class

Kramfors Limited,       1,448,431               46%
2 Ice House Street,     Option to
Suite 202,              acquire,
Central Hong Kong       voting power*

*subject to a Voting Trust Agreement wherein Peter D. Hobbs is voting trustee
on behalf of Kramfors Limited.

The following table sets forth the number of shares of Common Stock of the
Company beneficially owned at December 31, 1997, by each director, by each of
the executive officers included in the Summary Compensation Table, and by all
directors and executive officers of the Company as a group, and the percentage
of the outstanding shares of Common Stock so owned by each such person and
such group.

Name and                Amount and
Address of              Nature of
Beneficial              Beneficial              Percent
Owner                   Ownership               of Class

Peter D. Hobbs          1,448,431               46%
                        Voting Trustee

D.R. Cooley                     0                0%

Total                   1,448,431               46%

Item 12.  Certain Relationships and Related Transactions.

Peter D. Hobbs, Chairman, Secretary, Director:
Mr. Hobbs is an employee of Kramfors Limited.  Kramfors Limited has identified
Mr. Hobbs as the voting trustee of 46% of the common shares of the Company.

During 1996 and 1997, Corporate Developers of America provided consulting and
management services to Tollycraft Yacht Corporation.  Mr. Hobbs is the
Executive Director of Corporate Developers of America.

                              POWER OF ATTORNEY

The Registrant and each person whose signature appeared in the 10-KSB
for the year ended December 31, 1997 have therein authorized
Peter D. Hobbs, the agent for service named in this Report, with full power to
act alone, to file one or more amendments to said Report, which amendments may
make such changes in the Report as such agent for service deems appropriate,
and the Registrant and each such person hereby appoints such agent for service
as attorney-in-fact, with full power to act alone, to execute in the name and
in behalf of the Registrant and any such person, individually and in each
capacity stated below, any such amendments to this Report.

                                [SIGNATURES]

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


TOLLYCRAFT YACHT CORPORATION  (Registrant)


By: /s/_______________________________
    Peter D. Hobbs, Chairman, Chief
    Executive Officer, Secretary

Date: June 14, 1999

</TABLE>