U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-KSB/A
                                  AMENDMENT NO.1

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

                    FOR FISCAL YEAR ENDED DECEMBER 31, 1998

                        TOLLYCRAFT YACHT CORPORATION
                (Name of small business issuer in its charter)

          Nevada                     0-21087                  86-0849925
(State or other jurisdiction of    (Commission            (I.R.S. Employer
incorporation or organization)       File No.)            Identification No.)

8201 Peters Road, Suite 1000, Plantation, Florida      33324
(Address of principal executive offices)            (Zip Code)

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 is not 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. [x]

State issuer's revenues for its most recent fiscal year: $ NONE

The aggregate market value of the voting and non-voting common equity held by
non-affiliates was $43,437,483  computed by reference to the average bid and
asked price of such common equity, as of December 31, 1998, was $6 9/16.

The number of shares outstanding of the issuer's common stock, as of December
31, 1998 was 8,087,476.

DOCUMENTS INCORPORATED BY REFERENCE: None

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

Peter Hobbs: Involved in investment banking and capital raising since 1972.
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: 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, 19196, 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.


Item 10.  Executive Compensation.

<TABLE>

<CAPTION>
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     1998   ---
Chairman, Chief    1997   ...                                         105,000(2)
Executive Officer  1996   ---
Secretary

D.R. Cooley        1998   48,000 (1)              60,000*
President,         1997   96,000                   9,000 (1)          105,000(2)
Chief Executive    1996   96,000                   9,000 (1)          160,000(3)
Officer, Chief
Financial Officer

</TABLE>

* 20,000 shares of common stock valued at $3.00 per share.
(1) Accrued at $8,000 per month from January through June 1998.
(2) Pertains to 1996 Employee Stock Option Plan (See hereinbelow.)
(3) Pertains to Incentive Stock Option Agreement (See hereinbelow.)

Option Grants

There were no option grants in 1998.

There were no stock option and SARs exercised by the named executive officers
during 1998.

The table shows the aggregate number of unexercised options and SARs
that were exercisable and unexercisable as of December 31, 1998, and
the values of "in-the-money" stock options and SARs on December 31, 1998,
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, 1998               December 31, 1998 (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 following table sets forth, as of December 18, 1998, the stock ownership of
each Named Executive Officer (see Item 10), directors, all executive officers
and directors of the Company as a group, and of each person known by the
Company to be a beneficial owner of 5% or more of its Common Stock. Except as
otherwise noted, each person listed below is the sole beneficial owner of the
shares and has sole investment and voting power of such shares. No person
listed below has any option, warrant or other right to acquire additional
securities of the Company except as otherwise noted.

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

Peter D. Hobbs          1,448,431 (1)           17.9%
7825 Fay Ave.#200
La Jolla, CA 92037

D.R. Cooley                20,000                0.02%
8201 Peters Road #1000
Plantation, FL 33324

Named Officers and      1,468,431               17.9%
Directors As a Group

(1) As Voting Trustee on behalf of Kramfors Limited, 2 Ice House Street,
Suite 202, Central Hong Kong.

                              POWER OF ATTORNEY

The Registrant and each person whose signature appeared in the 10-KSB
for the year ended December 31, 1998 have therein authorized
D.R. Cooley, 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/_______________________________
    D.R. Cooley, President,
    Chief Operating Officer
    Chief Financial Officer

Date: 6-14-99