SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the year ended December 31, 1998.Commission File No. 000-
24927





                  FUJI ELECTROCELL CORPORATION
     (Exact name of registrant as specified in its charter)




Nevada                                            33-0199082
(State of organization) (I.R.S. Employer Identification No.)

1839 S.E. Port Saint Lucie Blvd., Port Saint Lucie, FL 34952
(Address of principal executive offices)

Registrant's telephone number, including area code (561) 879-9999

Securities registered under Section 12(g) of the Exchange Act:
     Common stock, $0.001 par value per share

Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E. Flamingo
Road, Suite 112, Las Vegas, NV 89119, (702) 650-5660

Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days.  Yes X

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B 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
amendments to this Form 10-KSB.                        [ X ]

Issuer's Revenue during the year ended December 31, 1998:   $ 0

Aggregate market value of the voting and non-voting common equity
held by non-affiliates based on the price of N/A per share (the
selling or average bid and asked price) as of March 29, 1999:
N/A.

NOTE: The company's stock is not, and has not, been traded or
quoted, and the book value is negative. Therefore, there is no
way to ascertain a market value for the stock.

              DOCUMENTS INCORPORATED BY REFERENCE:

The Company's form 10-SB/A, filed on May 10, 1999, and the
exhibits attached thereto, are incorporated by reference. The
Company also incorporates by reference Forms 8-K that were filed
on May 27, 1999 and June 3, 1999.

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                           Background

Fuji   Electrocell  Corporation  (the  "Company")  is  a   Nevada
corporation  formed  on  September 11, 1981  as  the  "Controlled
Combustion  Corp." Its original purpose was to  design,  develop,
and  build  a pyrolitic plant, using and licensing the technology
specified in US Patent 3,838,013, rights to which were  owned  by
one  of  the founders. Because of the enormous costs involved  in
developing the plant, the Company abandoned its original  purpose
in  October,  1992.  The  Company's  name  was  changed  to  Fuji
Electrocell Corporation on June 25, 1986 in connection  with  the
company  receiving an assignment of the right to market the  Fuji
brand   of  batteries  in  the  United  States.  This  assignment
terminated  on July 31, 1996 and was not renewed. It is  believed
that  the  Company did distribute batteries under this  contract.
The  Company's principal place of business is located at 1839  SE
Port Saint Lucie Blvd., Port Saint Lucie, FL 34952.

The  Company originally issued 22,500 shares of its common  stock
to  the three founders, then issued an additional 4,500 shares to
eleven investors. By April, 1983, these fourteen shareholders, by
gift   or   sale,   transferred  certain  of  their   shares   to
approximately  90  additional  persons,  in  reliance  upon   the
exemption from the registration requirements provided by  Section
4(2)  of  the  Securities Act of 1933 as amended (the "Securities
Act").  On June 25, 1986, the Company's Articles were amended  to
increase  the  authorized capital stock to Fifty  Million  Shares
from  Fifty Thousand. The Company then authorized a 100:1 forward
stock  split.  On  July  29, 1986, the Company  issued  6,300,000
shares  of  its  common  stock for  the  interests  in  the  Fuji
Electrocell Battery. In April, 1987, the Board issued  15,000,000
restricted shares to a then-director to be used as collateral for
a  loan  to be obtained by that director for the benefit  of  the
Company.  Additional restricted shares were  issued  by  previous
board members through 1992. Current management has not been  able
to  locate  records concerning those issues, but it  is  believed
that  previous  management  relied upon  exemptions  provided  by
Section 4(2) of the Securities Act.

In March, 1999, the Company issued a total of 5,500,000 shares of
common  stock. Of this amount, 3,500,000 was given to Mr. Michael
J.  Lates, who replaced Mr. Hocke as director of the Company, and
was   appointed   as   Vice  President  and  was   charged   with
investigating Internet-type businesses as potential opportunities
for  the Company. Mr. James Blake was given 1,000,000 shares  for
his  work as the Company's treasurer, and Mr. Steve Tierney,  the
Company's  outside legal counsel, was given 1,000,000  shares  in
payment  of his legal services on behalf of the Company.  On  May
26,  1999,  the  Company's board approved a  1:20  reverse  stock
split.  This was done for the purpose of reducing the  number  of
common shares outstanding, thereby allowing the Company to  issue
additional  shares,  if necessary, in the  event  of  a  business
combination.The   primary  activity  of  the  Company   currently
involves  seeking a company or companies that it can  acquire  or
with  whom it can merge. The Company has not selected any company
for  acquisition or merger and does not intend to limit potential
acquisition  candidates to any particular field or industry,  but
does  retain the right to limit acquisition or merger candidates,
if  it  so  chooses,  to  a  particular field  or  industry.  The
Company's plans are in the conceptual stage only.

The  proposed  business activities described herein classify  the
Company  as  a  "blank check" company. Many states  have  enacted
statutes,  rules, and regulations limiting the sale of securities
of  "blank  check"  companies in their respective  jurisdictions.
Management  does not intend to undertake any efforts to  cause  a
market to develop in the Company's securities until such time  as
the Company has successfully implemented its business plan.

The Company's business is subject to numerous risk factors. These
are  described in the Company's Form 10-SB/A and are incorporated
by this reference to Item 1 of that document.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company has the use of a limited amount of office space from
its  President, Richard J. Oldfield, at no cost to  the  Company.
The  Company  pays  its own charges for long  distance  telephone
calls  and other secretarial, photocopying, and similar expenses.
There is no rental agreement or other costs for these services.

ITEM 3.   LEGAL PROCEEDINGS

The  Company  and  its  directors have instituted  action  for  a
declaratory judgment concerning a contract with Leann  Gibbs,  an
individual resident in Ontario, Canada. The Complaint  was  filed
in  the  Nineteenth Judicial Circuit Court, in and for St.  Lucie
County,  Florida,  as  Case No. 98-736CA03.  Ms.  Gibbs  and  the
Company  had entered into a contract pursuant to which she  would
transfer  to the Company her interest in a number of mica  mines,
in  exchange  for stock in the Company. The Company was  to  then
pursue a business in mining the mica and selling the raw material
to  companies that would process it. The agreement with Ms. Gibbs
was  never  consummated, and the parties, after much  discussion,
agreed to withdraw from the agreement. The Company has instituted
the  action  to  declare the agreement void,  simply  to  protect
itself from a later breach of contract action.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the fourth quarter of 1998.

                             PART II

ITEM 5.   MARKET   FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS.

The  Company's Articles of Incorporation authorizes the  issuance
of 50,000,000 shares of Common Stock, $0.001 par value per share,
of which 1,915,658 are issued and outstanding. The shares are non-
assessable,  without  pre-emptive  rights,  and  do   not   carry
cumulative  voting rights. Holders of common shares are  entitled
to  one vote for each share on all matters to be voted on by  the
stockholders. The shares are fully paid, non-assessable,  without
pre-emptive  rights, and do not carry cumulative  voting  rights.
Holders  of  common  shares  are entitled  to  share  ratably  in
dividends, if any, as may be declared by the Company from time-to-
time,   from  funds  legally  available.  In  the  event   of   a
liquidation,  dissolution, or winding  up  of  the  Company,  the
holders of shares of common stock are entitled to share on a pro-
rata  basis  all assets remaining after payment in  full  of  all
liabilities.

As  of  May 30, 1999, there were 1,915,658 issued and outstanding
shares of the Registrant's common stock. Of these, 1,399,910  are
restricted  and  are subject to resale restrictions  and,  unless
registered  under  the Securities Act or exempted  under  another
provision of the Securities Act, will be ineligible for  sale  in
the  public market. Sales may be made after two years from  their
acquisition  in  accordance with Rule 144 promulgated  under  the
Securities Act.. There are approximately 560 shareholders of  the
common  stock.  There  is no active market for  the  registrant's
securities.

On  May  27, 1999, the Board of Directors approved a 1:20 reverse
split  of  its  common stock. This was done for  the  purpose  of
reducing  the  outstanding stock in order  to  give  the  Company
enough shares under its articles of incorporation to permit it to
use  in  the  event an acquisition or merger were to  occur  that
required the Company to issue additional shares. Under the  terms
of  this reverse split, post-split shares will be rounded to  the
next whole share, resulting in the issuance of a small number  of
additional shares. The common shares referred to in this Form 10K-
SB refer to the post-split figures.

                            Dividends

The  Registrant has not paid any dividends to date,  and  has  no
plans to do so in the immediate future.

            Recent Sales of Unregistered Securities.

The Company has not issued or sold any unregistered securities in
the previous three years, other than the March, 1999, issuance of
5,500,000 shares as discussed in Item 1 above.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation, in conjunction with those forward-looking  statements
contained in this Statement.

                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of its amended Form 10-SB. The description of the current plan of
operation  is  incorporated by reference to  Section  2  of  that
amended Form 10-SB filed with the SEC on May 10, 1999.

                           Competition

The  Company  is an insignificant participant among  firms  which
engage   in   business  combinations  with,  or   financing   of,
development-stage   enterprises.  There  are   many   established
management and financial consulting companies and venture capital
firms  which  have significantly greater financial  and  personal
resources,  technical expertise and experience than the  Company.
In   view  of  the  Company's  limited  financial  resources  and
management  availability, the Company  will  continue  to  be  at
significant  competitive  disadvantage  vis-a-vis  the  Company's
competitors.

                      Year 2000 Compliance

The   Company  is  aware  of  the  issues  associated  with   the
programming  code in existing computer systems as the  year  2000
approaches. The Company has assessed these issues as they  relate
to  the Company, and since the Company currently has no operating
business  and  does not use any computers, and since  it  has  no
customers,  suppliers or other constituents, it does not  believe
that  there are any material year 2000 issues to disclose in this
report.

                            Employees

The Company's only employees at the present time are its officers
and  directors,  who will devote as much time  as  the  Board  of
Directors determine is necessary to carry out the affairs of  the
Company.

ITEM 7.   FINANCIAL STATEMENTS.

The  financial statements and supplemental data required by  this
Item 7 follow the index of financial statements appearing at Item
13 of this Form 10K-SB.

ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

The  Company  recently  changed  its  auditor.  The  Company  had
previously used Kurt Saliger, CPA. Mr. Saliger is located in  Las
Vegas,  NV. The change in auditors to Robert J. Boyer,  CPA,  was
done  for  the  purpose of having the Company's  auditor  located
nearer  to  its  executive  offices  in  Florida.  The  Company's
management  did  not  have any dispute or disagreement  with  Mr.
Saliger   concerning  the  Company's  financial   statements   or
disclosures.

                            PART III

ITEM 9.   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, AND  CONTROL
          PERSONS

The  members of the Board of Directors of the Company serve until
the  next  annual  meeting of the stockholders,  or  until  their
successors have been elected. The officers serve at the  pleasure
of the Board of Directors.

There are no agreements for any officer or director to resign  at
the  request  of  any other person, and none of the  officers  or
directors  named  below  are acting  on  behalf  of,  or  at  the
direction of, any other person.

The  Company's officers and directors will devote their  time  to
the  business  on  an  "as-needed" basis, which  is  expected  to
require 5-10 hours per month.

Information  as  to the directors and executive officers  of  the
Company is as follows:

<TABLE>

<S>                      <C>    <C>

Name/Address             Age    Position
Richard J. Oldfield      49     President /
                                Director
James W. Blake           40     Secretary / Treasurer
Alan R. Kipnis           50     Director
Michael J. Lates         28     Vice President / Director
</TABLE>

The  biographies of Messrs. Oldfield, Blake, and Kipnis, together
with a description of their experience with blank-check companies
is   included  in  the  Company's  Amended  Form  10-SB,  and  is
incorporated  by  reference to section 5 of  that  document.  The
biography of Mr. Lates is included herein:

Michael J. Lates; Vice President / Director

Mr.  Lates was appointed by the Board of Directors in May,  1999,
to  fill  the  vacancy created by the resignation of  Mr.  Steven
Hocke.  Mr. Lates was appointed as Vice President of the  Company
and   given   the   assignment  of  investigating   Internet-type
businesses as potential opportunities for the Company.

Mr.  Lates graduated high school in 1989. He is currently a staff
sergeant  in  the  U.S. Army, where he is  a  supervisor  in  the
Network  Switching/Computer Systems Operator. Since April,  1997,
he has been the president of Patriot Computer Systems, Inc.

ITEM 10.  EXECUTIVE COMPENSATION

No  compensation of directors or executive officers  is  paid  or
anticipated  to  be paid by the Company until an  acquisition  is
completed. On acquisition of a target company, current management
may  resign  and  be  replaced  by persons  associated  with  the
business  acquired, particularly if the Company  participates  in
the  target  company  by effecting a reorganization,  merger,  or
consolidation. If any member of current management remains  after
effecting  an  acquisition, that member's  time  commitment  will
likely  be  adjusted  based  on the  nature  and  method  of  the
acquisition  and  location of the business. That time  commitment
cannot  be  predicted prior to the acquisition.  Compensation  of
management will be determined by the board of directors in  place
after  the acquisition, and shareholders of the Company will  not
have the opportunity to vote on or approve such compensation.

ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT.

The  following  tables  set  forth information  relating  to  the
beneficial  ownership  of the Company's  common  stock  by  those
persons  holding  beneficially more  than  5%  of  the  Company's
capital stock, by the Company's directors and executive officers,
and by all of the Company's directors and executive officers as a
group.

a) Security Ownership of Certain Beneficial Owners

<TABLE>

<S>       <C>                     <C>               <C>

Title of  Name and Address of     Amount and        Percent of Class
Class     Beneficial Owner        Nature of
                                  Beneficial
                                  Ownership
Common    Alan R. & Sharon A.     213,911           11.17%
          Kipnis
          20529 Dumont St.
          Woodland Hills, CA
          91364
Common    Richard J. Oldfield     333,156           17.39%
          1839 SE Port Saint
          Lucie Blvd., Port
          Saint Lucie, FL 34952
Common    Michael J. Lates        175,000           9.14%
          1839 SE Port Saint
          Lucie Blvd., Port
          Saint Lucie, FL 34952
Common    Diane Mullins           137,100           7.16%
          8454 Brand Lane
          Penngrove, CA 94951
</TABLE>

b) Security Ownership of Management

<TABLE>

<S>       <C>                       <C>               <C>

Title of  Name and Address of       Amount and        Percent of Class
Class     Beneficial Owner          Nature of
                                    Beneficial
                                    Ownership
Common    Alan R. & Sharon A.       213,911           11.17%
          Kipnis
          1839 SE Port Saint Lucie
          Blvd., Port Saint Lucie,
          FL 34952
Common    Rick Oldfield             333,156           17.39%
          1839 SE Port Saint Lucie
          Blvd., Port Saint Lucie,
          FL 34952
Common    Michael J. Lates          175,000           9.14%
          1839 SE Port Saint Lucie
          Blvd., Port Saint Lucie,
          FL 34952
Common    All directors and         722,067           37.69%
          officers as a group (3
          individuals)
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13.  FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS

NOTE:  The financial statements were prepared prior to  the  1:20
reverse  split and prior to the issuance of 5,500,000  shares  to
Messrs.  Lates, Blake, and Tierney. All share amounts  referenced
therein refer to the pre-split common stock.

          Reports  of Independent Auditor, Robert J. Boyer,  CPA,
            dated April 30, 1999.

          Balance Sheet as of December 31, 1998, and December 31,
            1997.

          Statement of Operation for the years ended December 31,
            1998, and December 31, 1997.

          Statement of Stockholders' Equity.

          Statement  of  Cash Flows for the years ended  December
            31, 1998, and December 31, 1997.

          Notes to Financial Statements

Robert J. Boyer, CPA, PA 11379 N.W. 20th Drive, Coral Springs,
Florida 33071

To the Board of Directors and Stockholders
of: Fuji Electrocell Corporation
(A Development Stage Company)

I have audited the accompanying balance sheet of Fuji Electrocell
Corporation  as of December 31, 1998, and the related  statements
of  income,  retained earnings and cash flows for the  year  then
ended.  These financial statements are the responsibility of  the
Company's management.  My responsibility is to express an opinion
on these financial statements based on my audit.

I  conducted  my  audit  in  accordance with  generally  accepted
auditing  standards.  Those standards require  that  I  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial  statements are free of material misstatement.  An
audit  includes  examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as  evaluating
the  overall financial statement presentation. I believe that  my
audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of  Fuji
Electrocell Corporation at December 31, 1998, and the results  of
its  operations, retained earnings, and its cash  flows  for  the
year  then ended in conformity with generally accepted accounting
principles.

     /s/ Robert J. Boyer, CPA
     Robert J. Boyer, CPA
     Coral Springs, FL
     April 30, 1999

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                          BALANCE SHEET

<TABLE>

<S>                         <C>               <C>

                            1998              1997

          ASSETS
CURRENT ASSETS
Cash                         $0                $0
TOTAL CURRENT ASSETS        $0                $0
PROPERTY AND EQUIPMENT
Fixed Assets                 $0                $0
TOTAL PROPERTY AND          $0                $0
EQUIPMENT
OTHER ASSETS
Other Assets Items           $0                $0
TOTAL ASSETS                $0                $0

     LIABILITIES AND
   STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable             $20,858           $20,858
TOTAL CURRENT LIABILITIES   $20,858           $20,858
LONG-TERM DEBT              $0                $0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par      $32,806           $32,806
value
authorized 50,000,000
shares issued and
outstanding
 32,805,784 shares
Additional Paid In Capital  $17,194           $17,194
Deficit Accumulated During  ($70,858)         ($70,858)
Development Stage
TOTAL STOCKHOLDERS' EQUITY  ($20,858)         ($20,858)
TOTAL LIABILITIES AND       $0                $0
STOCKHOLDERS' EQUITY
</TABLE>

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                     STATEMENT OF OPERATIONS

<TABLE>

<S>                        <C>        <C>

                           1998       1997
INCOME

Revenue                     $0         $0
TOTAL INCOME               $0         $0
EXPENSES
General and Administrative  $0         $0
TOTAL EXPENSES
NET PROFIT (LOSS)          $0         $0
NET PROFIT (LOSS) PER      $0.00      $0.00
SHARE
AVERAGE NUMBER OF SHARES   32,805,78  32,805,78
OF COMMON STOCK            4          4
OUTSTANDING
</TABLE>

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                STATEMENT OF STOCKHOLDER'S EQUITY

<TABLE>

<S>               <C>               <C>               <C>               <C>

                  Number of Shares  Dollar Amount     Paid in Capital   Accumulated
                                                                        Deficit
Balance January   32,805,784        $32,806           $17,194        (70,858)
1, 1997
Net Income                                                              $0
Year Ended
12/31/97
Balance 12/31/97  32,805,784        $32,806           $17,194           (70,858)
Net Income                                                              $0
Year Ended
12/31/98
Balance 12/31/98  32,805,784        $32,806           $17,194           (70,858)
</TABLE>

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                     STATEMENT OF CASH FLOWS
<TABLE>

<S>
                           <C>               <C>

                           1998              1997
CASH FLOWS FROM
OPERATIONS
Net (Loss)                  $0                $0
CASH PROVIDED FROM         $0                $0
INVESTING ACTIVITIES
CASH PROVIDED FROM         $0                $0
FINANCING ACTIVITIES
Net increase in cash        $0                $0
Cash, Beginning of Period  $0                $0
Cash, End of Period        $0                $0
</TABLE>

                  FUJI ELECTROCELL CORPORATION
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                     AS OF DECEMBER 31, 1998

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND COMPANY HISTORY

The Company was organized in 1988 under the laws of the State  of
Nevada.   The  Company has no operations, has had no  significant
operations  since  January 1, 1996, and under generally  accepted
accounting standards is considered a development stage company.

The  Company has adopted the accrual method of accounting as  its
only accounting policy at this time.

BASIC YEARLY MINIMUM EXPENSES

Even  though  the  Company has had no revenues, there  were  some
basic  expenses  throughout the year that had to be  paid.  These
were   paid  by  some  of  the  Company's  management,  with   no
expectation of being reimbursed, and accordingly no notes payable
from  the Company to these managers had been set up on the  books
as of December 31, 1998.

GOING CONCERN ISSUES

The  Company  has no operations, with any future  operations  not
clearly  defined  at  this  time. However,  the  Company  has  no
revenues  and without revenues or expected revenues in  the  near
future,  the  Company  is  unlikely to be  able  to  continue  in
business  as a going concern. It is management's plan to continue
to  fund the Company's basic yearly requirements personally, with
hopes of obtaining future capital and future business operations.

STOCK STRUCTURE

Future  capital  funding of the Company can be  acquired  through
either the issuance of the remaining common stock, or the initial
issuance  of  the  preferred stock authorized  by  the  State  of
Nevada.

REGULATORY FILINGS

The Company has filed a 10-SB report with the SEC in 1998, and is
presently preparing a current 10-SB to be filed during the second
quarter  of  1999.  All required State and  Federal  filings  are
current as of the Balance Sheet date.

LEGAL PROCEEDINGS

The Company is a plaintiff in a legal action regarding a Canadian
Company  which  has agreed to withdraw from a contract  with  the
Company.  The Company has instituted this action to declare  this
agreement  void, so that they cannot be later sued for breach  of
contract.  Legal counsel does not anticipate any  adverse  action
against the Company as a result of this action.

SIGNIFICANT OWNERSHIP

Of  the total amount of shares outstanding, 16,873,914 are  owned
by  three different individuals and one Securities Trust Company.
Not  any of these individually control the Company with more than
50% of the voting power of the Common shares.

EXHIBITS

The   exhibits,   consisting  of  the   Company's   Articles   of
Incorporation  and Bylaws, are attached to the Company's  Amended
Form   10-SB,   filed  on  May  10,  1999.  These  exhibits   are
incorporated by reference to that Form.

                           SIGNATURES

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



                           Fuji Electrocell Corporation



                           By: /s/ Richard J. Oldfield
                              Richard J. Oldfield, President