UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549



                                   FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                 For the Quarterly Period ended MARCH 31, 1998

                                      or

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                For the Transition Period from ______ to ______

                        Commission File Number: 0-08962

                        KENILWORTH SYSTEMS CORPORATION
            (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
                New York                        13-2610105
<S>                                      <C> <C>
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)       Identification Number)
  54 Kenilworth Road, Mineola, New York            11501
(Address of principal executive offices)        (Zip Code)
</TABLE>
      Registrant's telephone number, including area code: (516) 741-1352

          Securities registered pursuant to section 12(b) of the Act:

        Title of each class       Name of each exchange on which registered

                NONE                                  OTC BULLETIN BOARD

          Securities registered pursuant to section 12(g) of the Act:

                   COMMON STOCK, PAR VALUE $.01 PER SHARE
                               (Title of class)

    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 [ ]

    Number of shares of common stock, $.01 par value outstanding  as  of  March
31, 1999:
                                    62,164,018
<PAGE>
                      KENILWORTH SYSTEMS CORPORATION


                                   INDEX


PART I.  FINANCIAL INFORMATION

         Item 1.  Consolidated Financial Statements PAGE

         Consolidated Balance Sheets as of
         March 31, 1999 and December 31, 1998 3

         Statement of Operations for the three-month
         period ended March 31, 1999.  No comparative
         statement for the prior year period has been
         presented. The Company was in Chapter 7
         Bankruptcy Proceedings from January 1991 until
         September 29, 1998.  The Company did not have
         any operation during these proceedings. 5

         Consolidated Statements of cash flows for the
         3 month period ended March 31, 1999 6

         Consolidated Notes to Consolidated Financial
         Statements 7

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


PART II. OTHER INFORMATION


         Item 4.  Submission of Matters to a vote of
         Security Holders 15

         Item 6.  Financial Data Schedule (for electronic
         filing purposes) 17

         Signature Page 17

<PAGE>
              KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES

  CONSOLIDATED BALANCE SHEETS, for the three-month period ended March 31,
               1999 (unaudited) and for the period beginning
         November 29, 1998 and ending December 31, 1998 (audited)


<TABLE>
<CAPTION>
       ASSETS:        MARCH     DEC
                      1999     1998
<S>                  <C>     <C> <C>
Current Assets:
 Cash                $ 5,215   $  -0-
     TOTAL CURRENT   $ 5,215   $  -0-
     ASSETS
        Total Assets $ 5,215   $  -0-
</TABLE>
                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
              KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES

  CONSOLIDATED BALANCE SHEETS, for the three-month period ended March 31,
               1999 (unaudited) and for the period beginning
         November 29, 1998 and ending December 31, 1998 (audited)


<TABLE>
<CAPTION>
           LIABILITIES:                MARCH          DEC.
                                       1999           1998
<S>                                <C>          <C> <C>
Current Liabilities:
 Accounts payable: Accrued
  liabilities                             $ 174         $ 7,912
     TOTAL CURRENT LIABILITIES            $ 174         $ 7,912
      STOCKHOLDERSS' EQUITY:
 Common Stock, $.01 par value,
   authorized 100,000,000 shares;
   issued and outstanding:
   60,477,352 on December 31 1998
   and 62,164,018 on March 31,          621,640         604,773
 1999
Paid-in capital                      23,783,013      23,774,346
Deficit                            (24,399,612)    (24,387,031)
                                          5,041         (7,912)
     Total Liabilities and
      Stockholder's Equity         $      5,212    $        -0-
</TABLE>
                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS of OPERATION and DEFICIT
 for the three-month period ended March 31, 1999, for the period beginning
November 29, 1998 ending December 31, 1998 and the period beginning January
                     1, 1991 ending September 29, 1998
                         and the year ending 1990


<TABLE>
<CAPTION>
                  MARCH 1999    DEC. 1998    NOV. 1998       1990
<S>                 <C>           <C>           <C>           <C>
Revenues:
 Sales                  $     -0-     $     -0-     $     -0-    $3,367,155
     Less: Discount                                                (51,115)
   on sales
                              -0-           -0-           -0-     3,316,040
Costs and Expenses:
 Cost of sales                -0-           -0-           -0-     2,188,439
 Selling, general
 and                        3,148         7,912           -0-     1,747,839
  administrative
 expenses
 Research and                 -0-           -0-           -0-       319,150
 development
 Amortization of              -0-           -0-           -0-       181,921
 goodwill
 Interest expense             -0-           -0-           -0-        65,428
 (income)
   Total Costs and          3,148         7,912           -0-     4,502,777
   Expenses
     Net income
     (loss)
      before other        (9,533)           -0-           -0-   (1,186,737)
     income
      and (losses)
OTHER INCOME AND
(LOSSES):
 Sale of assets               -0-           -0-     3,676,347           -0-
 Other gains                  -0-           -0-       108,000           -0-
 Interest income              -0-           -0-       516,056           -0-
   Total Other                -0-           -0-     4,300,403           -0-
   Income
 (a) Payment of
 liabilities
     net of
 eliminations
 (b) bankruptcy
 costs
 (c) elimination of
 assets
 (d) cancellation
 of                           -0-           -0-   (8,767,921)           -0-
     treasury stock
   Other losses               -0-           -0-   (4,473,518)           -0-
     Net income          (12,581)       (7,912)   (4,467,518)   (1,186,737)
     (loss)
Deficit-Beginning of  (24,387,031)  (24,379,119)  (19,911,601)  (18,724,864)
period
Deficit-End of year $(24,399,612) $(24,387,031) $(24,379,119) $(19,911,601)
Earnings (Loss) per
share                        $-0-          $-0-        ($.07)        ($.02)
 of common stock
(Note 5)
Fully diluted
earnings                     $-0-          $-0-        ($.07)        ($.02)
 (loss) per share
Average number of
shares                               60,477,352    60,477,352    60,477,352
 outstanding
</TABLE>
                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS of CASH FLOWS
        for the three-month period ended March 31, 1999 (unaudited)
            and the period ended December 31, 1998 (unaudited)


<TABLE>
<CAPTION>
                                                             MARCH    DEC.
                                                             1999     1998
<S>                                                         <C>     <C> <C>
Cash from Operating Activities:
    Net loss                                                $12,581  $7,912
Adjustments to reconcile net loss
   to net cash used for operating
   activities:
    Depreciation and amortization                               -0-     -0-
 COMMON STOCK ISSUED AS CONSIDERATION FOR SERVICES            9,534     -0-
 INCREASE (DECREASE) IN:
    ACCOUNTS PAYABLE                                        (7,738)   7,912
    NET CASH (USED FOR) OPERATING
     ACTIVITIES                                              10,785     -0-
Cash flows from Financing Activities:
    PROCEEDS FROM PRIVATE PLACEMENT                          16,000     -0-
 COSTS ASSOCIATED WITH PRIVATE
  PLACEMENT                                                     -0-     -0-
 NET INCREASE IN CASH                                         5,215     -0-
 CASH AT BEGINNING OF PERIOD                                    -0-     -0-
 CASH AT END OF PERIOD                                       $5,215   $ -0-
Schedule of Non-Cash Investing
 Activities:
   ISSUANCE OF STOCK PURSUANT TO CONSULTING AGREEMENT AND
   REIMBURSEMENT FOR $40,000 COST INVESTIGATING FEASIBILITY
   OF STARTING ROULABETTE IN THE DOMINICAN REPUBLIC
</TABLE>
                The accompanying notes are an integral part
                of these consolidated financial statements.
<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



    (a)   BASIS  OF  PRESENTATION, REGULATION AND CERTAIN SIGNIFICANT RISKS
          AND UNCERTAINTIES

     The Company's financial statements have been presented on the basis
     that it is a going concern, which contemplates the realization of
     assets and the satisfaction of liabilities in the normal course of
     business.

     The consolidated balance sheet for the period ended March 31, 1999 and
     the related consolidated statement of operations and statement of cash
     flows are unaudited and reflect all normal and recurring adjustments
     that are, in the opinion of management, necessary for a fair
     presentation of the results for the interim period. The results of
     operations for the three-month period ended March 31, 1999 are not
     necessarily indicative of the operating results for the full year.

     Certain information and footnote disclosure normally included in the
     financial statements prepared in accordance with generally accepted
     accounting principals have been condensed or omitted. It is suggested
     that the accompanying consolidated financial statements be read in
     conjunction with the Summary of Accounting Policies and Notes to the
     Consolidated Financial Statements included in the Company's annual
     report on form 10-K for the year ended December 31, 1998.

    (b)   Summary of Significant Accounting Policies:

1   Basis for Presentation

          The consolidated financial statements include the accounts of the
             Company   and   all   its   subsidiaries.   All   intercompany
             transactions and accounts have been eliminated.

          In September 1986  the  Company  exchanged  466,000 shares of its
             common stock for all of the outstanding common  stock of Video
             Wagering  Corporation  ("Video").  This transaction  had  been
             accounted  for under the purchase method  of  accounting,  and
             accordingly,  Video's  operations  have  been  included in the
             consolidated  statement  of operations from acquisition  date.
             The excess of cost over net  assets  acquired of $7,094,930 is
             reflected as goodwill. The Company previously  had  an advance
             to  Video  of  $4,600,000  and  an investment in its preferred
             stock of $4,200,000. This investment resulted from the

<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



              Company's  sale in 1982 of its research  and  development  to
             Video. This sale  resulted  in  a  profit  to  the  Company of
             $4,700,000,  which  has  been  eliminated  as  a  prior period
             adjustment.

2   Property, Plant and Equipment

          Depreciation  is  computed  on the straight-line method over  the
             estimated useful lives of the related assets.

          Leasehold improvements are amortized  over  the  shorter  of  the
             lease term or the estimated useful life of the assets.

          The cost of maintenance, repairs and minor renewals is charged to
             either  expense  or manufacturing overhead, major renewals and
             betterments are capitalized.

          When assets are sold  or  otherwise  disposed of, gains or losses
             thereon,  computed  on  the  basis of the  difference  between
             depreciated costs and proceeds,  are  credited  or  charged to
             income, and cost and accumulated depreciation are removed from
             the accounts.

3   Inventories

          Inventory  is  valued  at  the lower of cost (first-in, first-out
             basis) or market.

4   Goodwill

          Goodwill  arising  from  the  acquisition   of   a  wholly  owned
             subsidiary in 1986 was being amortized over 40  years  and was
             eliminated during the prior period.

    (a)   Business of the Company

     Prior  to  February  5, 1991, when the Chapter 7 Trustee was appointed
        and all Company operation ceased, the Company was engaged primarily
        in the development,  manufacturing and marketing of cashless casino
        wagering systems. In a  cashless  system,  coins, bills, and tokens
        are replaced by debit cards issued by the casino operator to reduce
        cash handling and its associated security costs.  In  addition, the
        system offers variable denomination play (25 cents, 50 cents, $1.00
        and $5.00) on each slot machine.

<PAGE>
              KENILWORTH SYSTEMS CORPORATION AND SUBSIDIARIES

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     The   Company   currently   will   be   engaged  in  the  development,
        manufacturing, marketing, and operation  of  "Roulabette", a system
        that allows casino patrons to play along with  live  table games in
        progress,  via  closed circuit television, on Roulabette  terminals
        located within the  casino  confines.  The Roulabette terminals are
        similar to slot machines. They have a television screen for viewing
        the live action from the table games, and a separate touch 
screen to place the wager. For the first time casino patrons will be 
able to play along and participate and wager as little as $.25 on an 
actual in-progress casino table game - Roulette, Craps, Baccarat, and 
Blackjack. The Roulabette terminals accept bills in all denominations, 
up to $100, and pay winnings by issuing bar code receipts that are 
cashed at the casino cage. 

Ultimately the Company will propose to arrange to broadcast the closed 
circuit casino table game action throughout the United States and the 
rest of the industrialized world, via digital direct TV.  This will 
permit individuals all over the world to view the live action TV 
broadcast on their television sets, and play along on their Personal 
Computers (PC's), any time, day or night. To provide 24 hour live 
casino play, the broadcasts will originate, at different times, from 
casinos located in Atlantic City, New Jersey, Las Vegas, Nevada, and 
Monte Carlo, Monaco. 

4.	History of the Company
In 1971 the Company discontinued its business of teaching the 
operation of Key Punch and Key Verifier machines. Between 1972 and 
1979, the Company engaged in the research and development of a 
method to chemically encode and decode invisible data into plastic 
cards, paper cards, tickets or tokens which cannot be easily 
counterfeited or altered without destroying the encoded data. In 
1979, the Company commenced commercial operations and no longer 
considered itself a Development Stage Enterprise.

Throughout the 1980's the Company experienced working capital shortages 
that climaxed on August 31, 1982, when the Company filed a voluntary  
petition for reorganization under Chapter 11 of the United States 
Bankruptcy Code. From August 31, 1982 to June 7, 1985, the Company 
operated during reorganization proceedings. When the Company's Plan 
of Reorganization was confirmed, debts for employee 

<PAGE>


KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   withholding taxes totaling approximately $1.5 million were not 
discharged and remained outstanding, plus interest and penalties. 
Although the Company obtained a Final Decree on April 27, 1988, the 
Bankruptcy Court retained jurisdiction in the matters relating to the 
unpaid taxes. 

On February 5, 1991 the Company's Chapter 11 case was converted to a 
Chapter 7 proceeding and a Trustee was appointed. 

From February 1991 through September 1998, Kenilworth was inactive, 
except that Herbert Lindo, the President and Chairman of the Board of 
Directors of Kenilworth when the Trustee was appointed, assisted the 
Trustee which resulted in obtaining $4,424,056 for the Kenilworth 
Estate from the sale of substantially all of the estate's assets.. 

In September 1998 a United States Bankruptcy Judge in the Eastern 
District of New York approved the Final Report and Accounts submitted 
by the Chapter 7 Trustee of the Estate of Kenilworth and, after 
obtaining approval from the U.S. Trustee, the Kenilworth Trustee made 
the one hundred percent (100%) cash distribution to the creditors and 
paid in full all administration fees and expenses. With the 
Bankruptcy Court's approval, all of the books and records since 
inception of Kenilworth have been released to Herbert Lindo and the 
Company emerged from bankruptcy with no assets and no liabilities.
Management of the Company plans to obtain approximately four million 
dollars ($4,000,000) of new working capital by offering in a private 
placement, Senior Cumulative Convertible Preferred Shares and/or by the 
sale of limited joint venture participation's in future Roulabette 
franchises.

Under the Chapter 11 Plan of Reorganization, the Company 
discharged all debt other than secured debt and governmental 
obligations by issuing to creditors one (1) share of authorized 
but unissued common stock, par value $.01 per share, (the only 
class of securities of the Company) for each $3.00 of debt, and 
simultaneously set up a $500,000 sinking fund to redeem stock 
issued in settlement of debt at $3.00 per share, on a pro-rata 
basis.

<PAGE>

KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On June 7, 1985, The Company issued 2,094,034 shares in 
settlement of $6,282,102 and on September 7, 1985, redeemed 
167,000 of those shares with the $500,000 from the sinking fund. 
The funds for the sinking fund and for the secured creditors and 
governmental obligations totaling $750,000 were obtained by 
issuing 753,892 shares to a small group of private investors. The 
Company also issued 1,281,723 shares for legal and Chapter XI 
administrative fees totaling $512,689. The price per share of $.40 
for the legal and administrative fees is the same price the 
Company fixed in the private placement of restricted shares and 
convertible debentures concluded for the new working capital 
after the confirmation. For financial accounting purposes, the 
Company credited to paid-in capital the shares issued, measured by 
the quoted market value of the Company's traded shares on the 
national Association of Securities Dealers Automated Quotation 
System (NASDAQ) on the date the shares were issued. To the extent 
the credits exceeded the amounts attributed to paid-in capital, 
they were credited to non-recurring income as extraordinary items. 
To the extent the credits were less than the amount attributed to 
paid-in capital, they were recorded as non-recurring losses as 
extraordinary items.

The Company's common shares issued in settlement of debt and in 
connection with the sale of shares in the private placements for 
the sinking fund and priority claims, including the legal and 
administrative fees, were not restricted securities, (as defined 
by the Securities Act of 1933), but may be resold by the creditors 
and purchasers at any time by an exemption provided in Section 5 of 
the Securities Act of 1933, as amended, and Section 1145 of the 
Federal Bankruptcy Code.

As a result of the Reorganization plan, the Company charged general 
and administrative expenses as extraordinary items.

All accounts payable and other liabilities of the Company that were 
outstanding at the date the Company entered into chapter XI 
proceedings were settled in the Plan of Reorganization.

<PAGE>

KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Chapter 7 Proceedings
On October 27, 1988, the Bankruptcy Court reopened the Chapter XI 
case for failure by the Company to pay the government obligations. 

On February 5, 1991 the Company's Chapter XI case was converted to 
a Chapter 7 procedure for failure to pay the government 
obligations, and a Trustee was appointed.

Analysis of Common Stock Issued, Paid-In Capital
and Gains and Losses as the Result of Stock issued
222 in Plan of Reorganization
<TABLE>
<CAPTION>
                                          Average			
			                                       Market price	 Credited to	  Extra-	
	                      Amount of	 Common	 Of stock	     Paid-in	      Ordinary	
	                      Debt or	   Stock	  On Date of	   Capital and	   Gain or	
	                      obligation	 Issued	 Issuance	     Common stock	 (loss)	
	<S>                  <C>         <C>      <C>          <C>           <C>					
Class IV Creditors	$2,228,349	  887,252   	$1.5148	$1,471,067  	$752,069  	
						
Settlement of 
lawsuits 
previously not 
recorded	        	  1,163,012  	  $1.7238	  $2,004,748  	  ($2,004,748)	
						
Legal and  
Administrative 
Fees	            	  1,169,298  	  $.2268	  $1,434,455  	  ($1,434,455)	
						
                  	$2,228,349  	3,219,562  		$4,910,270  	($2,687,134)	
Less stock 
redeemed	          	(167,000)	$1.7500	 (292,250)	  ($207,750)	
						
                 	$2,228,349	3,052,562  		$4,618,020  	($2,894,884)	
</TABLE>
<PAGE>


KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.	Equipment, Furniture and Leasehold Improvements
<TABLE>
<CAPTION>
                                  Dec. 31,    	Dec. 31,  	Dec. 31,		
	                                  1998        	1990      	1989   	Useful Life
<S>                                 <C>          <C>        <C>     <C>	
Automobiles	                     $ -0-	      $ 60,503	           	 3 - 4 years	
Furniture and Equipment           	-0-       	467,566  	$431,066 	4 - 8 years	
Leasehold Improvements	            -0-	        88,551   	 88,551 	Life of Lease
Total                             	-0-        	616,920	  519,617		
Less: Accumulated       
     Depreciation and       
     Amortization	                 -0-	        497,131	  415,315		
                                	$ -0-       	$119,789 	$103,302		
The unamortized portion was eliminated in 1998.


<PAGE>

KENILWORTH SYSTEMS CORPORATION and SUBSIDIARIES
LIST OF SUBSIDIARIES
(a)	Video Wagering Systems Corporation a Delaware corporation.
(b)	Roulabette Corporation a Nevada corporation.


<PAGE>

ITEM 2 - MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS.

	(a)	Liquidity and Capital Resources:

Between February 5, 1991, when the Trustee for the Estate of Kenilworth 
Systems Corporation was appointed, and September 29, 1998, when the 
Trustee paid in cash one hundred (100) cents on the dollar of all 
approved creditors' claims and administration fees and expenses, the 
Company did not conduct any business and operations.

In November 1991 the Trustee, on orders from the Bankruptcy Court, sold 
at public auction substantially all of the assets of the Kenilworth 
Estate, for $2,800,000 (two million eight hundred thousand dollars) and 
an additional $1,000,000 (one million dollars) escrow deposit to be 
available to add to the purchase price, in order to pay all creditors 
and other expenses one hundred (100) cents on the dollar. After the 
Trustee paid all claims, the Trustee refunded $123,652.62 of the $1.0 
million escrow deposit to the purchaser.

Thus, the Company emerged from bankruptcy proceedings with no assets, 
no liabilities, and approximately $22,000,000 in available carry-forward 
income tax credits.

Present plans are to develop a wagering system, dubbed "Roulabette", 
that allows patrons visiting a casino and individuals at home, offices, 
clubs, or other gathering places all over the industrialized world, to 
play along on live casino table games, either via closed circuit 
television in the casino confines, or the broadcast of the same live 
action via digital direct satellite TV broadcast around the world.
The first step will be to conduct a three (3) month test of the system 
at the proposed Company facility and, after successfully completing the 
test, to test a system at a casino preferably located in Atlantic City. 
Each test will be with forty (40) Roulabette terminals.

To conduct these two tests will require $1,600,000 to;  a) purchase 
computers, digital television broadcast equipment and table games;  and, 
b) defray the cost of the facility and pay the salaries of six (6) 
employees who are specialists in software design, TV broadcasts, and 
mechanical design, for a period of eighteen (18) months, and from time 
to time, consultants who will assist the design team.

Unless the Company is able to obtain these funds, none of the tests and 
initial development work can commence.

<PAGE>

The Company plans to obtain the necessary funding by offering in a 
Private Placement, Senior Cumulative Convertible Preferred Shares and/or 
by the sale of limited joint venture participations in future Roulabette 
franchises.

When the tests are completed and the Company has obtained licenses from 
the gaming control regulators for the sale of Roulabette systems to U.S. 
casinos, the Company will obtain production financing from regular banking 
sources to finance the manufacturing of the Roulabette terminals leased 
or sold.

Results of Operations
During the short period since the Company emerged from bankruptcy 
proceedings, September 29, 1998 to December 31, 1998, the Company had no 
sales or operation. In fiscal year 1990, the last period the Company had 
sales from operation, revenue increased by 74% from $1,940,832 in fiscal 
1989, to $3,316,040 in fiscal 1990. Net income in 1989 was a loss of 
$735,288 which loss increased by 61% to $1,186,737 in 1990.

PART II OTHER INFORMATION
ITEM 1   Legal Proceedings:
None

ITEM 2   Changes in Securities:
None

ITEM 3   Defaults Upon Senior Securities:
None

ITEM 4   Submission of Matters to a Vote of Security Holders:
The Company has not held a meeting of shareholders since 1988 because 
the cost of soliciting proxies and holding a meeting for the large number 
of persons (approximately 11,000) who own its shares is excessively 
costly. The directors and officers continue to serve under provisions of 
the By-Laws which allow them to continue in office until their 
successors are elected and take office.

At the next Annual Meeting of Shareholders the shareholders of the 
Company will be asked to ratify the following: (a) An amendment to the 
Company's Certificate of Incorporation to increase the authorized number 
of Common Shares from 61,000,000 shares to 100,000,000 shares, and to 
permit the Company's Board of Directors, without further action by the 
shareholders, to issue from time to time up to 1,000,000 authorized but 
unissued shares 

<PAGE>

of Preferred Stock, and to fix and determine the terms, limitations, relative 
rights and preferences of the Preferred Stock, in order to obtain financing, 
capital and/or acquire other businesses that can improve the performance or 
growth of the Company. When any shares of Preferred Stock are issued, certain 
rights of their holders may affect the rights of the holders of Common Stock. 
In addition to any other powers conferred on the Preferred Stock, holders of 
the Preferred Stock would have, under New York General Corporation Law, the 
right to vote as a separate class on any increased, decrease or change in the 
rights of the Preferred Stock. The affirmative vote of a majority of the 
outstanding shares of Preferred Stock would be required for approval of any 
such increase, decrease, or change. The authority of the Board of Directors 
to issue shares of Preferred Stock with characteristics it determines (such 
as preferential voting, conversion redemption and liquidation rights) may 
have a deterrent effect on persons who might wish to make a takeover BID to 
purchase shares of the Company at a price which might be attractive to its 
shareholders. However, the Board of Directors must fulfill its fiduciary 
obligation to the Company and its shareholders in evaluating any takeover BID; 
and (b) The creation of a stock option and stock award plan (the "Plan") which 
will authorize the grant of options to purchase common shares of the Company 
to key employees (including directors who are employees), which may be 
"incentive stock options" (ISO's) within the meaning of Section 422 of the 
Internal Revenue Code of 1986, as amended, or nonqualified options. The Plan 
also will provide for the grant of stock appreciation rights and stock awards 
to eligible participants subject to forfeiture restrictions;  (c) The creation 
of a Directors Stock Option Plan pursuant to which stock options are awarded 
to those directors who are not officers or employees of the Company ("outside 
directors"). Presently, there are no outside directors. The plan will permit 
the Company to recruit and retain outside directors who will use their best 
efforts to promote the success of the Company's business, (d) The election of 
members to the Board of Directors; and (e) Ratify the selection of Arthur 
Yorkes and Company as the independent public accountant of the Company for the 
ensuing fiscal year.

Management at present does not know of any other matters that may be 
presented to a vote at the Annual Meeting of Shareholders.

ITEM 5   Other Information
None

ITEM 6   Exhibits and Reports on Form 8-K:
(b)	The Registrant filed the following Forms 8-K during this reporting 
period.

Form 8-K dated May 15, 1999 Change of Independent Auditors for the 
Company.

<PAGE>

ITEM 7   Financial Data Schedule (For Electronic Filing Purposes 
Only)
THIS SCHEDULE CONTAINS FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE 
SHEET AND STATEMENT OF OPEARTIONS AND IS QUALIFIED IN ITS ENTIRETY BY 
REFERENCE TO SUCH FINANCIAL STATEMENTS.

Cash	$5,215
Marketable Securities	 --
Notes and Accounts Receivable	 --
Allowance for Doubtful Accounts	 --
Inventory	 --
Total Current Assets	5,215
Property, Plant and Equipment	 --
Accumulated Depreciation	 --
Total Assets	5,215
Total Current Liabilities	174
Bonds, Mortgages and Similar Debt	 --
Preferred Stock / Mandatory Redemption	 --
Preferred Stock / No Mandatory Redemption	 --

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.

KENILWORTH SYSTEMS CORPORATION

        Herbert Lindo         
May 15, 199	By: Herbert Lindo, President


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