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              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

   
                                 FORM 10-KSB/A
    
             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

                For the Fiscal Year ended: December 31, 1997

                       Commission File No. 000-21381

   
                         TERRA TELECOMMUNICATIONS CORP.
                       (Formerly Cypress Capital, Inc.)
     ----------------------------------------------------------------
     (Exact Name of Small Business Issuer as Specified in its Charter)
    
           NEVADA                                         84-1349551
--------------------------------                   ------------------------
(State or Other Jurisdiction of                    (I.R.S. Employer Identi-
Incorporation or Organization)                         fication Number)
   
           1101 Brickell Avenue, Suite 200, Miami, Florida  33131
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)

Issuer's Telephone Number, Including Area Code:  (305) 577-9000
    
Securities Registered Pursuant to Section 12(b) of the Act:  None.

Securities Registered Pursuant to Section 12(g) of the Act:

                        COMMON STOCK, $.0001 PAR VALUE
                        ------------------------------
                              (Title of Class)

Check 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 Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes [X]   No [ ]
   
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this Form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB/A or any amendment
to this Form 10-KSB/A. [X]
    
State Issuer's revenues for its most recent fiscal year:  $-0-.

As of December 31, 1997, 1,250,000 shares of common stock were outstanding.

Documents incorporated by reference:  NONE.

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

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<PAGE>
                            CYPRESS CAPITAL, INC.
                       (A Development Stage Company)

                            FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 1997

                                   INDEX

     Report of Independent Certified Public Accountants          F-2

     Financial Statements:

          Balance Sheet                                          F-3
          Statements of Operations                               F-4
          Statement of Changes in Stockholders' (Deficit)        F-5
          Statement of Cash Flows                                F-6
          Notes to Financial Statements                          F-7












































                                     F-1
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              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Cypress Capital, Inc.
Aurora, CO

We have audited the accompanying balance sheet of Cypress Capital, Inc. (a
development-stage company) as of December 31, 1997, and the related statements
of operations, stockholders' (deficit) and cash flows for the year ended
December 31, 1997, for the period from June 14, 1996 (date of inception)
through December 31, 1996, and for the period from June 14, 1996 (date of
inception) through December 31, 1997.  These financial statements are the
responsibility of the company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits 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.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements, referred to above, present fairly,
in all material respects, the financial position of Cypress Capital, Inc. (a
development-stage company) as of December 31, 1997, and the results of its
operations, changes in its stockholders' (deficit) and its cash flows for the
year ended December 31, 1997, for the period from June 14, 1996 (date of
inception) through December 31, 1996, and for the period from June 14, 1996
(date of inception) through December 31, 1997 in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As described in Note 2 to the
financial statements, the Company has suffered recurring losses from
operations and has a net working capital deficiency that raise substantial
doubts about its ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

/s/ SCHUMACHER & ASSOCIATES, INC.
Schumacher & Associates, Inc.
Certified Public Accountants
12835 E. Arapahoe Road
Tower II, Suite 110
Englewood, CO 80112

March 25, 1998










                                       F-2
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                               CYPRESS CAPITAL, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                December 31, 1997

                                     ASSETS

Current Assets:
  Cash                                            $       271
       Total Current Assets                               271
                                                  -----------

Organization costs, net of amortization                   175
                                                  -----------

TOTAL ASSETS                                      $       446
                                                  ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                $       811
  Advances payable, related parties                     2,500
                                                  -----------
       Total Current Liabilities                        3,311
                                                  -----------

TOTAL LIABILITIES                                       3,311
                                                  -----------

Stockholders' Equity:
  Preferred stock, $.0001 par value
   5,000,000 shares authorized,
   none issued and outstanding                              -
  Common stock, $.0001 par value
   100,000,000 shares authorized,
   1,250,000 issued and outstanding                       125
  Additional Paid In Capital                           12,375
  Accumulated (Deficit)                               (15,365)
                                                  -----------
TOTAL STOCKHOLDERS' (DEFICIT)                          (2,865)
                                                  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)     $       446
                                                  ===========













The accompanying notes are an integral part of the financial statements.

                                       F-3
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                               CYPRESS CAPITAL, INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS


                                              For the         For the
                                             Period from     Period from
                                            June 14, 1996   June 14, 1996
                            For the year     (Inception)     (Inception)
                               Ended           through         through
                            December 31,     December 31,    December 31,
                               1997             1996            1997
                            ------------    -------------   --------------

Revenue                     $     -         $     -         $     -
                            ----------      ----------      ----------

Expenses:
  Advertising                     -              1,002           1,002
  Amortization                      50              25              75
  Legal and audit fees           2,674          10,684          13,358
  Other                            535             395             930
                            ----------      ----------      ----------
                                 3,259          12,106          15,365
                            ----------      ----------      ----------

Net (Loss)                  $   (3,259)     $  (12,106)     $  (15,365)
                            ----------      ----------      ----------

Per Share                          nil      $     (.01)     $     (.01)
                            ==========      ==========      ==========

Weighted Average Shares
  Outstanding                1,250,000       1,250,000       1,250,000
                            ==========      ==========      ==========
























The accompanying notes are an integral part of the financial statements.

                                       F-4
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                              CYPRESS CAPITAL, INC.
                         (A Development Stage Company)

                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
       For the Period from June 14, 1996 (date of inception) through
                              December 31, 1997


                 Pre-                              Addi-
                 ferred         Common            ional   Accumu-
                 No./   Stock   No./       Stock  Paid-in lated
                 Shares Amount  Shares     Amount Capital (Deficit) Total
                 ------ ------  ---------- ------ ------- --------- -------
 
Balance at
June 14,
1996               -     $ -             - $  -   $  -    $   -     $   -

Common stock
issued for
cash, at incep-
tion, at $.01
per share          -       -    1,250,000   125    12,375     -       12,500

Net loss-
year ended
December 31,
1996               -       -          -       -      -     (12,106)  (12,106)
                  ---    ----   ---------  ----   ------- --------  --------

Balance at
December 31,
1996               -       -    1,250,000   125    12,375  (12,106)      394

Net loss-
year ended
December 31,
1997               -       -          -       -      -      (3,259)   (3,259)
                  ---    ----   ---------  ----   ------- --------  --------

Balance at
December 31,
1997               -     $ -    1,250,000  $125   $12,375 $(15,365) $ (2,865)
                  ===    ====   =========  ====   ======= ========  ========















The accompanying notes are an integral part of the financial statements.

                                       F-5
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                                CYPRESS CAPITAL, INC.
                           (A Development Stage Company)

                               STATEMENT OF CASH FLOWS
                 For the Period from June 14, 1996 (date of inception)
                               through December 31, 1997

                                              For the         For the
                                             Period from     Period from
                                            June 14, 1996   June 14, 1996
                            For the year     (Inception)     (Inception)
                               Ended           through         through
                            December 31,     December 31,    December 31,
                               1997             1996            1997
                            ------------    -------------   --------------

Operating Activities:
 Net (Loss)                   $(3,259)        $(12,106)       $(15,365)
 Adjustment to reconcile
  net (loss) to net cash
  provided by operating
  activities:
   Amortization                    50               25              75
   Increase (Decrease) in
    accounts payable and
    accrued expenses              710             (149)            561
                              -------         --------        --------
 
 Net Cash (Used in)
  Operating Activities         (2,499)         (12,230)        (14,729)
                              -------         --------        --------

Cash Flows from Investing
 Activities                      -                -               -

Cash Flows from Financing
 Activities:
  Advances from related
   parties                      2,500             -              2,500
  Issuance of common stock       -              12,500          12,500
                              -------         --------        --------

Net Cash Provided by
 Financing Activities           2,500           12,500          15,000
                              -------         --------        --------

Increase in Cash                    1              270             271

Cash, Beginning of Period         270             -               -
                              -------         --------        --------

Cash, End of Period           $   271         $    270        $    271
                              =======         ========        ========

Interest Paid                 $  -            $   -           $   -
                              =======         ========        ========

Income Taxes Paid             $  -            $   -           $   -
                              =======         ========        ========

The accompanying notes are an integral part of the financial statements.

                                       F-6
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                               CYPRESS CAPITAL, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                               December 31, 1997

(1)  Summary of Accounting Policies

     This summary of significant accounting policies of Cypress Capital, Inc.
(Company) is presented to assist in understanding the Company's financial
statements.  The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.

     (a)  Description of Business

     The Company was organized on June 14, 1996 for the purpose of engaging in
any lawful business but it is management's plan to seek a business
combination.  The Company is a development-stage company since planned
principal operations have not commenced.  The Company has selected December 31
as its year end.

     (b)  Use of Estimates in the Preparation of Financial Statements

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period.  Actual results could differ from those estimates.

     (c)  Organization Costs

     Costs incurred to organize the Company are being amortized on a
straight-line basis over a sixty month period.

     (d)  Income Taxes

     As of December 31, 1997, the Company had net operating losses available
for carryover to future years of approximately $15,365, expiring in various
years through 2012.  Utilization of these carryovers may be limited if there
is a change in control of the Company.  As of December 31, 1997, the Company
has total deferred tax assets of approximately $3,073 due to operating loss
carryforwards.  However, because of the uncertainty of potential realization
of these tax assets, the Company has provided a valuation allowance for the
entire $3,073.  Thus, no tax assets have been recorded in the financial
statements as of December 31, 1997.

(2)  Basis of Presentation - Going Concern

     The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates continuation
of the Company as a going concern.  However, the Company has sustained
operating losses since inception and has a net working capital deficiency.
These matters raise substantial doubt about the Company's ability to continue
as a going concern.  Management is attempting to locate a business combination
candidate.

                                       F-7
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     In view of these matters, continuing as a going concern is dependent upon
the Company's ability to meet its financing requirements, raise additional
capital, and the success of its future operations or completion of a
successful business combination.  Management believes that actions planned and
presently being taken to revise the Company's operating and financial
requirements provide the opportunity for the Company to continue as a going
concern.

(3)  Common Stock Issued

     During the period ended December 31, 1996 the Company issued 1,250,000
restricted shares of common stock for $12,500 cash.

(4)  Related Party Transaction

     The Company uses the office of a shareholder at no cost.  The Company
expects this arrangement to continue until the Company commences planned
operations.

     During the year ended December 31, 1997, advances totaling $2,500 were
made to the Company by two shareholders of the Company.  These advances have
no written repayment terms, do not bear interest and are uncollateralized.





































                                       F-8
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                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amended Report to be
signed on its behalf by the undersigned thereunder duly authorized.
 
                                    TERRA TELECOMMUNICATIONS CORP.
                                      (Formerly Cypress Capital, Inc.)
                                      (Registrant)



                                    By:/s/ Joel Esquenazi
Date: December 4, 1998                 Joel Esquenazi, President and
                                       Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amended Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


        SIGNATURE                   TITLE                  DATE


/s/ Joel Esquenazi            President and Chief      December 4, 1998
Joel Esquenazi                Executive Officer



/s/ David C. Langle           Principal Financial      December 4, 1998
David C. Langle               and Accounting Officer