Form 10-QSB - Page-
                           FORM 10-QSB
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C. 20549
                                
(Mark One)
   [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
                                
             For the Quarter Ended December 31, 1998
                               OR
   [   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
   OF THE
       SECURITIES EXCHANGE ACT OF 1934
                                
                  COMMISSION FILE NUMBER 0-7349
                                
                    WEBCOR ELECTRONICS, INC.
       (Exact name of Issuer as specified in its charter)
           Delaware                               59-3453153
    other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                Identification No.)
                                
                     1612 N. Osceola Avenue
                    Clearwater, Florida 33755
                 (Address of principal offices)
                         (727) 443-3434
        (Issuer's telephone number, including area code)
                                
      Indicate by check mark whether the Issuer (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 Issuer was required to file
such   reports)  and  (2)  has  been  subject  to   such   filing
requirements for the past 90 days.
                                              Yes  [X]  No  [   ]

      State  the  number of shares outstanding  of  each  of  the
issuer's  classes  of common stock, as of the latest  practicable
dates.
     Title of Each Class          Outstanding at December 31, 1998
Common Stock, $0.01 Par Value             3,476,370 Shares
                                Subject to Reverse Split of 11.5879.
                                   See Item 4 of 10-K March 1997.
                        TABLE OF CONTENTS
                                
                                
                                

PART I FINANCIAL INFORMATION                                 PAGE
ITEM 1 Financial Statements
       Consolidated Balance Sheets as of December 31, 1998   3
       Consolidated Statements of Operations for thePeriods
       Ended December 31, 1998 and December 31, 1997.        4
       Consolidated Statements of Cash Flow for the
       Periods Ended December 31, 1998 and December 31, 1997.5
       Notes to Financial Statements                         6
ITEM 2 Management's Discussion and Analysis of
       Financial Condition and Results of Operations         7

PART II                                               OTHER INFORMATION
9
       SIGNATURES                                            9
                     WEBCOR ELECTRONICS INC.
                    (a Dormant State Company)
                   Consolidated Balance Sheet
             December 31, 1998 and December 31, 1997
                           (unaudited)
                                        12/31/9812/31/97
Assets


Organization Cost                      $     0      $     0

Total Assets                                 0            0

Liabilities and Shareholder's Equity

Stockholders' Equity

Common Stock par value at $.01 per share
20,000,000 shares authorized,
3,476,370 shares issued
and outstanding                        $     0            0
Additional Paid in Capital             $56,378       25,232
Retained  Earnings (Deficit)            (54,575)     (23,650)
Net Income/Loss                         (1,623)      (1,582)
Total Shareholders' Equity                   0            0
                                        ______       _______

Total Liabilities and
Shareholders Equity                    $     0      $     0
                                        =========    ========






         See accompanying notes to financial statements

                     WEBCOR ELECTRONICS INC.
                    (a Dormant State Company)
             Consolidated  Statements of Operations
 for the period ending December 31, 1998, and December 31, 1997
                           (unaudited)


                                          1998         1997
                                        12/31/98     12/31/97
                                        _______      ________

Revenues                               $     0      $     0

Expenses

Administrative Expenses                $(1,623)     $(1,582)

Net Income/Loss for the period         $(1,623)     $(1,582)
                                        =========    ========


         See accompanying notes to financial statements
                                
                                

                    WEBCOR ELECTRONICS, INC.
                    (a Dormant State Company)
             Consolidated Statements of  Cash Flows
    for periods ended December 31, 1998 and December 31, 1997
                           (unaudited)
                                
                                
                     For the Years Ended
                                        12-31-98     12-31-97

Cash Flows
 Operating Activities
 Net Income                            $(25,232)    $(1,746)

Net Cash Provided (used) /
By Operating Activities                      0            0


Expenses Paid by Capston                25,232        1,746

Net Cash Increase (Decrease)                 0            0
Cash at Beginning of Period                  0            0

Cash at End of Period                  $     0      $     0
                                        =======      ======














         See accompanying notes to financial statements
                                
                    WEBCOR ELECTRONICS, INC.
                    (A Dormant State Company)
                                
                                
                       September 30, 1998

Note 1. HISTORY OF THE COMPANY

WEBCOR   ELECTRONICS  INC.,  (A  Dormant  State   Company),   was
incorporated on December 3, 1971, under the laws of the State  of
Delaware.   The Company conducted an initial public  offering  of
its  Common  Stock  in  May  1982  and  in  connection  with   an
application  to  list its Common Stock on the  AMEX  system,  the
Company  also  registered its Common Stock  pursuant  to  Section
12(g)  of  the  Securities Exchange Act of  1934.  The  Company's
Common  Stock remained listed on the AMEX system until April  09,
1987.

On  February  01,  1989, the Company filed a  voluntary  petition
under Chapter 11 of the Bankruptcy Act (Case No. 89-10328) in the
U.S.  Bankruptcy Court for the Eastern District of New  York.  On
October  16,  1990,  the  Company's case  under  Chapter  11  was
voluntarily  converted  into  a  case  under  Chapter  7  of  the
Bankruptcy  Act. As a result of the voluntary conversion  of  the
Company's  bankruptcy  case,  all  assets  of  the  Company  were
transferred  to the Trustee in Bankruptcy on the conversion  date
and  the Company ceased all operations. Subsequently, the Trustee
in Bankruptcy effected an orderly liquidation of corporate assets
and  used  the  proceeds  to repay the  Company's  creditors.  On
November 13,1996 the Company's case under Chapter 7 was closed by
an  order  of  the  Court  and  the  Trustee  in  Bankruptcy  was
discharged.  As  a result of the Bankruptcy, the Company  has  no
assets, liabilities, management or ongoing operations and has not
engaged in any business activities since February 1990.

Note 2. RESTORATION OF CORPORATE STATUS

On  December  26, 1996, acting in its capacity as the  holder  of
5000 shares (0.0014%)  of the Company's common stock, and without
first  receiving  the consent, approval or authorization  of  any
other person associated with the Company, Capston Network Company
effected  a  renewal, revival and restoration  of  the  Company's
certificate  of  incorporation pursuant to  Section  312  of  the
General Corporation Law of Delaware.  Thereafter, Capston filed a
10-K  for  the  years  ending March 31, 1989-1996,  and  a  Proxy
Statement seeking approval and ratification of its actions, along
with  authorization  to  seek  a  suitable  business  combination
transaction.  This proxy statement was ultimately distributed  to
the   Company's  stockholders  and  the  proposals  therein  were
approved by the holders of a majority of the Company's issued and
outstanding shares.

Under  the  terms  of the original Proxy Statement,  Capston  was
authorized to seek a suitable business combination transaction on
behalf  of  the Company and to submit the terms of  any  proposed
business  combination  transaction to the Company's  stockholders
for their approval.  Capston did not receive and was not entitled
to receive any equity interest in the Company as a result of it's
actions  prior  to  the  date of the Proxy Statement.   Moreover,
Capston  was  not  entitled  to reimbursement  for  any  expenses
incurred  by  it  on behalf of the Company except to  the  extent
that the terms of a business combination transaction provided for
the reimbursement of such expenses. However, because Sally Fonner
is  both  the President of WEBCOR ELECTRONICS INC. and   Capston,
prior Staff Accounting Bulletins require under generally accepted
accounting principles the treatment of debiting the expenses with
corresponding  credit  to paid-in capital.   Future  expenses  of
Capston  or  others will be treated this way. These expenses  are
actual  cash expenditures and do not reflect any costs associated
with the operation of Capston nor any personnel time or cost.

Note 3. FUTURE EXPENSES

Capston  will continue to extend administrative expenses to  keep
WEBCOR ELECTRONICS, INC. current with its reporting requirements,
keeping  the  Corporation in good standing,  any  required  proxy
solicitation  or acquisition efforts.  These amounts  should  not
exceed  more than an additional $100,000 in out-of-pockets costs.
In  addition,  if  approved,  and  as  a  result  of  a  suitable
acquisition,  additional  fees paid for  by  issuance  of  equity
position  would  be  for:  (i) Capston's shares,  (ii)acquisition
shares(s),  (iii)up to 5% of the acquisition for a finder's  fee,
and (iv)fees for consulting and legal activities..


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

Financial Condition

      WEBCOR  ELECTRONICS  INC.  has  no  operations,  assets  or
liabilities.  Expenses incurred to keep it in good standing  with
governmental  and regulatory bodies, maintain the transferability
of its stock and interact with stockholders, are paid by Capston.

Corporate Background Information

WEBCOR  ELECTRONICS INC., (the Registrant), was  incorporated  on
December  3, 1971, under the laws of the State of Delaware.   The
Company conducted an initial public offering of its Common  Stock
in  May  1982 and in connection with an application to  list  its
Common Stock on the AMEX system, the Company also registered  its
Common Stock pursuant to Section 12(g) of the Securities Exchange
Act  of  1934. The Company's Common Stock remained listed on  the
AMEX system until April 09, 1987.

On  February  01,  1989, the Company filed a  voluntary  petition
under  Chapter 11 of the Bankruptcy Act (Case  No.  89-10328)  in
the  U.S. Bankruptcy Court for the Eastern District of New  York.
On  October  16,  1990, the Company's case under Chapter  11  was
voluntarily  converted  into  a  case  under  Chapter  7  of  the
Bankruptcy  Act. As a result of the voluntary conversion  of  the
Company's  bankruptcy  case  , all assets  of  the  Company  were
transferred  to the Trustee in Bankruptcy on the conversion  date
and  the Company ceased all operations. Subsequently, the Trustee
in Bankruptcy effected an orderly liquidation of corporate assets
and  used  the  proceeds  to repay the  Company's  creditors.  On
November 13,1996 the Company's case under Chapter 7 was closed by
an  order  of  the  Court  and  the  Trustee  in  Bankruptcy  was
discharged.  As  a result of the Bankruptcy, the Company  has  no
assets, liabilities, management or ongoing operations and has not
engaged in any business activities since February, 1990.

     During the pendancy of the Bankruptcy, the management of the
Registrant neglected to file franchise tax returns with  and  pay
the  required  franchise taxes to the State  of  Delaware.  As  a
result,  the Company's corporate charter was revoked by order  of
the Secretary of State of the State of Delaware on March 1, 1991.
Similarly,  the  management of the Registrant neglected  to  file
with the SEC either (a) the regular reports that are required  of
all  companies that have securities registered under the Exchange
Act,   or  (b)  a  certification  on  Form  15  terminating   its
registration  under  the Exchange Act. As a result,  the  Company
remained  a  Registrant under the Exchange Act but was  seriously
delinquent in its SEC reporting obligations..     Acting  in  its
capacity  as  a  Stockholder of the Company,  and  without  first
receiving any consent, approval or authorization of any  officer,
director or other Stockholder of the Company, Capston effected  a
renewal, revival and restoration of the Company's certificate  of
incorporation pursuant to Section 312 of the General  Corporation
Law  of  the State of Delaware. In general, Section 312  provides
that  any  corporation  may "procure an  extension,  restoration,
renewal  or revival of its certificate of incorporation, together
with  all  the rights, franchises, privileges and immunities  and
subject  to  all of its duties, debts and liabilities  which  had
been   secured   or  imposed  by  its  original  certificate   of
incorporation"   upon   compliance   with   certain    procedural
requirements.

      After  reviewing  the applicable files, Capston  determined
that the only debt of the Company that was "secured or imposed by
its original certificate" was the obligation of the Registrant to
pay  its  Delaware taxes. Therefore, Capston paid  all  past  due
franchise  taxes  on  behalf of the  Company  and  then  filed  a
Certificate of Renewal, Revival, Extension and Restoration of the
Company's  Certificate of Incorporation on behalf of the  Company
under  the authority granted by Section 312(h). The total out-of-
pocket  costs  paid  by Capston incurred in connection  with  the
restoration  of the Company's charter was $450.  This Certificate
was  filed  in  the  office of the Secretary   of  the  State  of
Delaware  on December 26, 1996 and at the date of this  Statement
the  Company  is lawfully incorporated, validly existing  and  in
good standing under the laws of the State of Delaware.

Proposed Operations

In  February  of 1997, the Registrant sent to its stockholders  a
Notice of Special Meeting and Proxy Statement  which described  a
number of proposals relating to a plan of reorganization proposed
by  Capston  Network  Company ("Capston"), a stockholder  of  the
Company.   Subsequently, on March 10, 1997, a Special meeting  of
the  Stockholders was held and all of the proposals were approved
by  a majority vote of the Stockholders.  The principal proposals
approved by the stockholders were:

1. A  proposal to ratify the actions of Capston in (i)  effecting
   a   renewal,   revival  and  restoration  of   the   Company's
   Certificate  of  Incorporation; (ii) adopting amended  by-laws
   to  govern  the  business affairs of the  Company,  and  (iii)
   filing the reports and other documents necessary to bring  the
   Company  current  with  respect to its  reporting  obligations
   under the Securities Exchange Act of 1934;

2. A  proposal to elect a person designated by Capston  to  serve
   as  the  sole member of the Board of Directors until the  1998
   annual  Meeting  of  Stockholders, or until her  successor  is
   elected and qualified;

3. A  proposal to consider and vote upon proposed an Amendment to
   the Company's Certificate of Incorporation that will effect  a
   reverse  split of all issued and outstanding shares of  Common
   Stock  in  the ratio of one (1) share of new Common Stock  for
   each  11.5879 shares presently outstanding so that immediately
   thereafter  the  Company will have a total of  300,000  shares
   issued and outstanding;

4. A  proposal  to  consider and vote upon a  proposal  to  issue
   200,000  shares  of  Common  Stock to  persons  designated  by
   Capston  as  compensation for services rendered in  connection
   with the implementation of the Plan;

5.  A  proposal  to consider and vote upon a proposal which  will
    give  the  Board  of Directors authority to  pay  an  in-kind
    Finder's  Fee  to unrelated third party finders who introduce
    the Company to a suitable acquisition prospect.

6. Consider and vote upon a proposal that will give the Board  of
   Directors  discretionary authority to (i) change the Company's
   name and (ii) issue up to 4,500,000 shares of Common Stock  to
   unrelated   third  parties,  all  without  prior   stockholder
   approval,   in   connection  with   a   business   combination
   transaction of the type contemplated by the Plan; and

7. A  proposal to consider and vote upon a proposed Amendment  to
   the  Company's Certificate of Incorporation that will increase
   the  authorized  capital stock of the  Company  to  25,000,000
   shares  of  $0.01 par value Common Stock and 5,000,000  shares
   of $0.01 par value Preferred Stock.

     Detailed disclosure respecting each of the amendments is set
forth in the Registrant's Proxy Statement dated January 29,  1997
which is incorporated herein by this reference.

     Incorporated herein as a reference is a proxy for a meeting,
which  was first held on June 19, 1998, which contains a detailed
disclosure  respecting the changes proposed by  management.   The
meeting has been continued due to lack of quorum.  Management has
continued  the  meeting  in accordance with  Delaware  law  until
quroum  is  achieved  or  all  hope is  abandoned  to  doing  so.
Management  feels  that the issues brought  forth  in  the  proxy
provide a more desirable structure for acquisition targets.


Operations


      The  Company  has  no  assets, liabilities,  management  or
ongoing   operations  and  has  not  engaged  in   any   business
activities.  Capston believes that it may be possible to  recover
some  value  for  the  Stockholders  through  the  adoption   and
implementation of a Plan whereby the Company will be restructured
as  a  "public  shell"  for the purpose of effecting  a  business
combination  transaction with a suitable  privately-held  company
that has both business history and operating assets.

     Capston believes the Company will offer owners of a suitable
privately-held company the opportunity to acquire  a  controlling
ownership interest in a public company at substantially less cost
than  would  otherwise be required to conduct an  initial  public
offering.  Nevertheless, Capston is not aware  of  any  empirical
statistical  data  that would independently confirm  or  quantify
Capston's  beliefs concerning the perceived value of a merger  or
acquisition  transaction for the owners of a suitable  privately-
held company. The owners of any existing business selected for  a
business  combination  with the Company  will  incur  significant
costs and expenses, including the costs of preparing the required
business combination agreements and related documents, the  costs
of preparing a Current Report on Form 8-K describing the business
combination   transaction  and  the  costs   of   preparing   the
documentation  associated  with any future  reporting  under  the
Exchange Act and registrations under the Securities Act.

      The  Company  is fully reactivated and can  be  used  as  a
corporate  vehicle to seek, investigate and, if  the  results  of
such investigation warrant, effect a business combination with  a
suitable  privately-held  company or other  business  opportunity
presented  to  it  by  persons or firms that seek  the  perceived
advantages   of  a  publicly  held  corporation.   The   business
operations proposed in the Plan are sometimes referred  to  as  a
"blind  pool"  because Stockholders will not ordinarily  have  an
opportunity   to  analyze  the  various  business   opportunities
presented  to the Company, or to approve or disapprove the  terms
of any business combination transaction that may be negotiated by
Capston  and  Ms. Fonner on behalf of the Company.  Consequently,
the  Company's potential success will be heavily dependent on the
efforts  and  abilities of Ms. Fonner, Capston and its  officers,
directors  and  consultants, who will  have  virtually  unlimited
discretion  in  searching for, negotiating and  entering  into  a
business combination transaction. Ms. Fonner and Capston have had
limited  experience  in  the proposed business  of  the  Company.
Although Ms. Fonner and Capston believes that the Company will be
able to enter into a business combination transaction  within  12
months  after  the approval of the new Plan by the  Stockholders,
there  can be no assurance as to how much time will elapse before
a business combination is effected, if ever. The Company will not
restrict  its  search  to  any  specific  business,  industry  or
geographical  location,  and the Company  may  participate  in  a
business venture of virtually any kind or nature.

       Capston   and  its  officers,  directors  and  consultants
anticipate that the selection of a business opportunity  for  the
Company  will be complex and extremely risky. Because of  general
economic conditions, rapid technological advances being  made  in
some  industries,  and  shortages of available  capital,  Capston
believes that there are numerous privately-held companies seeking
the  perceived  benefits of a publicly traded  corporation.  Such
perceived  benefits may include facilitating  debt  financing  or
improving the terms on which additional equity or may be  sought,
providing liquidity for the principals of the business,  creating
a means for providing incentive stock options or similar benefits
to  key  employees, providing liquidity for all stockholders  and
other factors.

     Potential business opportunities may occur in many different
industries  and at various stages of development,  all  of  which
will  make the task of comparative investigation and analysis  of
such  business  opportunities extremely  difficult  and  complex.
Capston,  Ms.  Fonner, legal advisers and consultants  anticipate
that the Company will be able to participate in only one business
venture.  This  lack of diversification should  be  considered  a
substantial risk inherent in the Plan because it will not  permit
the  Company to offset potential losses from one venture  against
gains  from another. Moreover, due to the Company's lack  of  any
meaningful financial, managerial or other resources, Capston, Ms.
Fonner,  legal advisers and consultants believe the Company  will
not  be  viewed  as a suitable business combination  partner  for
either  developing companies or established business that are  in
need of substantial additional capital.

Acquisition of Opportunities

       In   implementing   a   particular  business   combination
transaction,  the  Registrant may become a  party  to  a  merger,
consolidation,  reorganization,  joint  venture,   franchise   or
licensing  agreement with another corporation or entity.  It  may
also purchase stock or assets of an existing business. After  the
consummation of a business combination transaction, it is  likely
that  the present Stockholders of the Registrant will only own  a
small  minority interest in the combined companies. In  addition,
as  part of the terms of the acquisition transaction, all of  the
Registrant's officers and directors will ordinarily resign and be
replaced  by  new officers and directors without a  vote  of  the
Stockholders. Capston does not intend to obtain the  approval  of
the Stockholders prior to consummating any acquisition other than
a  statutory merger that requires a Stockholder vote. Capston and
its officers, directors and consultants do not intend to sell any
shares  held  by  them in connection with a business  acquisition
until  after the completion of the acquisition occurs, and  then,
only in an orderly manner.

      It  is anticipated that any securities issued in a business
combination transaction will be issued in reliance on  exemptions
from  registration under applicable Federal and state  securities
laws. In some circumstances, however, as a negotiated element  of
a business combination, the Registrant may agree to register such
securities  either at the time the transaction is consummated  or
at  some  specified time thereafter. The issuance of  substantial
additional  securities and their potential sale into any  trading
market  that  may develop may have a depressive  effect  on  such
market.  While  the actual terms of a transaction  to  which  the
Registrant may be a party cannot be predicted, it may be expected
that  the  parties  to  the  business transaction  will  find  it
desirable  to avoid the creation of a taxable event  and  thereby
structure   the   acquisition  in  a   so   called   "tax   free"
reorganization  under Sections 368(a)(1) or 351 of  the  Internal
Revenue  Code  of 1986, as amended (the "Code").    In  order  to
obtain tax free treatment under the Code, it may be necessary for
the  owners  of the acquired business to own 80% or more  of  the
voting  stock  of  the  surviving  entity.  In  such  event,  the
stockholders of the Registrant would retain less than 20% of  the
issued  and  outstanding shares of the combined companies,  which
could  result  in  significant dilution in  the  equity  of  such
stockholders.  The Registrant intends to structure  any  business
combination in such manner as to minimize Federal and  state  tax
consequences to the Registrant and any target company.

      As  part  of  the Registrant's investigation  of  potential
business  opportunities, Capston and its officers, directors  and
consultants  will ordinarily meet personally with management  and
key  personnel, may visit and inspect material facilities, obtain
independent  analysis  or  verification  of  certain  information
provided,  check reference of management and key  personnel,  and
take  other reasonable investigative measures, to the  extent  of
the   Registrant's   limited  resources  and  Capston's   limited
expertise. The manner in which the Registrant participates in  an
opportunity  will  depend on the nature of the  opportunity,  the
respective needs and desires of the Registrant and other  parties
and  the relative negotiating strength of the Registrant and such
other management.

      With  respect  to  any  business combination  negotiations,
Capston will ordinarily focus on the percentage of the Registrant
which  target company stockholders would acquire in exchange  for
their  ownership interest in the target company. Depending  upon,
among  other things, the target company's assets and liabilities,
the  Registrant's stockholders will in all likelihood only own  a
small minority interest in the combined companies upon completion
of the business combination transaction. Any business combination
effected  by the Registrant can be expected to have a significant
dilutive  effect  on  the  percentage  of  shares  held  by   the
Registrant's current Stockholders.

     Upon completion of a business combination transaction, there
can  be  no  assurance  that  the combined  companies  will  have
sufficient   funds  to  undertake  any  significant  development,
marketing and manufacturing activities. Accordingly, the combined
companies  may  be  required to either seek  additional  debt  or
equity  financing  or  obtain  funding  from  third  parties,  in
exchange  for which the combined companies might be  required  to
issue  a substantial equity position. There is no assurance  that
the   combined  companies  will  be  able  to  obtain  additional
financing on terms acceptable to the combined companies.

      It  is  anticipated  that  the  investigation  of  specific
business   opportunities  and  the  negotiation,   drafting   and
execution of relevant agreements, disclosure documents and  other
instruments   will  require  substantial  management   time   and
attention  and  substantial costs for accountants, attorneys  and
others.  If  a decision is made not to participate in a  specific
business   opportunity  the  costs  incurred   in   the   related
investigation would not be recoverable. Furthermore, even  if  an
agreement is reached for the participation in a specific business
opportunity,  the  failure  to consummate  that  transaction  may
result  in  the  loss  of the Registrant  of  the  related  costs
incurred.

Exemption from Rule 419

      As  an  existing  Registrant under the  Exchange  Act,  the
Company's  proposed activities are not subject to  SEC  Rule  419
which  was  adopted to strengthen the regulation of "blind  pool"
companies  which Congress has found to have been common  vehicles
for fraud and manipulation in the penny stock market. The Company
is  not  subject to Rule 419 because it is not offering stock  to
the  public  in an offering registered under the Securities  Act.
Accordingly,  Stockholders are not entitled  to  the  substantive
protection provided by Rule 419.



PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

       NONE

ITEM 2.CHANGES IN SECURITIES
       NONE

ITEM 3.DEFAULTS ON SENIOR SECURITIES
       NONE

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
          Incorporated herein as a reference is a proxy for a
meting which was first held on June 19, 1998. The meeting has
been continued due to lack of quorum.  Management has continued
the meeting in accordance with Delaware law until quroum is
achieved or all hope is abandoned to doing so.  Management feels
that the issues brought forth in the proxy provide a more
desirable structure for acquisition targets.
ITEM 5.   OTHER INFORMATION
       NONE

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
       A. Exhibits   None
       B. Reports on Form 8-K           None
       
                                
                                
                           SIGNATURES

  Pursuant  to  the requirements of Section 13 or  15(d)  of  the
Exchange Act of 1934, the Registrant has duly caused this  report
to  be  signed  on its behalf by the undersigned, thereunto  duly
authorized.

WEBCOR ELECTRONICS, INC.
Date: 01/15/99      By____________________
                         Sally Fonner,
                          Director
                          President
                          and Chief Financial Officer

  Pursuant to the requirements of the Securities Exchange Act  of
1934 this report has been signed below by the following person on
behalf  of the Registrant and in the capacities and on  the  date
indicated.

Date: 01/15/99           By_____________________
                         Sally Fonner,
                          Director
                          President
                          and Chief Financial Officer