UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.  20549



                                 FORM 10-QSB



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934, for the quarter ended May 31, 1998.


                       Commission File Number   0-17594


                          AMCOR CAPITAL CORPORATION
            (Exact name of registrant as specified in its charter)


               DELAWARE                               33-0329559
   (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                Identification No.)


      52300 ENTERPRISE WAY, COACHELLA, CALIFORNIA         92236
      (Address of principal executive offices)          (Zip Code)

                                (760) 398-9520
             (Registrant's telephone number, including area code)


    Check whether the registrant (1) has filed all reports required by Section
13 or 15(d) of the Securities 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 [ ]


    The number of shares outstanding of issuer's only class of Common
Stock, $.002 par value, was 7,619,323 on July 15, 1998.


<PAGE>






                    PART I.  FINANCIAL INFORMATION



Item 1. Financial Statements



Introduction

     The consolidated financial statements have been prepared by AMCOR Capital
Corporation ("Company"), without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.  The Company believes that the disclo-
sures are adequate to make the information presented not misleading when read
in conjunction with the Company's consolidated financial statements for the year
ended August 31, 1997.  The financial information presented reflects all adjust-
ments, consisting only of normal recurring adjustments, which are, in the 
opinion of management, necessary for a fair statement of the results for the
interim periods presented.  

<PAGE>
<TABLE>


                           AMCOR CAPITAL CORPORATION
                           CONSOLIDATED BALANCE SHEET
                        May 31, 1998 and August 31, 1997
             
                            (Amounts in thousands)
<CAPTION>


                                                   May 31,  
                                                    1998         August 31,
                                                 (Unaudited)        1997 
                                                 -----------     ---------- 
<S>                                            <C>             <C>
                                 A S S E T S                                                               
Current assets:                                                      
  Cash and short-term investments                   $ 1,599          $ 180
  Restricted cash                                       350            842
  Accounts receivable, prepaids 
     and accrued interest                               636            431
  Notes receivable                                      109          1,715
  Advances and accounts receivable due
     from affiliated partnerships for farming
     and land management                              5,767          8,064
  Inventories                                         5,752          1,213
  Other current assets                                  560            847
                                                 -----------     ---------- 
     Total current assets                            14,773         13,292

Land held for future development                      9,949          9,412

Property and equipment, net                          13,654         10,795

Contractual advances due from affiliates
  for construction in progress                        4,921          3,793

Notes receivable, other                                 -              116

Customer lists and other intangibles                  2,558            -

Investments                                           2,452          2,456

Other assets                                            368            871
                                                 -----------     ---------- 
  Total assets                                     $ 48,675       $ 40,735
                                                 ===========     ==========









<FN>
        The accompanying notes are an integral part of the consolidated
                            financial statements.
</TABLE>                                        
<PAGE>
<TABLE>
                           AMCOR CAPITAL CORPORATION
                    CONSOLIDATED BALANCE SHEET, CONTINUED
                       May 31, 1998 and August 31, 1997

                            (Amounts in thousands)
<CAPTION>

                                                   May 31,         
                                                    1998          August 31,
                                                 (Unaudited)         1997  
                                                 -----------     ----------

                     LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                             <C>             <C>
Current liabilities:
  Accounts payable                                  $ 3,206        $ 4,850
  Due to affiliates                                     655            620
  Lines of credit                                     3,250          1,129
  Notes payable, affiliates                           1,741          1,370
  Notes payable, other                                8,986          2,628
  Accrued interest                                      991            377
  Income taxes payable                                  798          1,037
  Capitalized lease obligation                          220            224
                                                 -----------     ---------- 
   Total current liabilities                         19,847         12,235

Deferred income taxes                                   105             57
Notes and loans payable, net of current portion:
  Affiliates                                            826          1,276
  Other                                               6,748          8,847
Capitalized lease obligation, net of
  current portion                                       348            539
Other liabilities                                        92            261
                                                 -----------     ---------- 
   Total liabilities                                 27,966         23,215

Shareholders' equity:
  Preferred stock (1,250,000 shares 
   authorized, no shares outstanding)                   -              -
  Series A 9% Convertible Preferred Stock
   ($0.01 par value; 812,500 authorized,
   747,500 shares issued and outstanding
   at May 31, 1998)                                       7            -
  Series B Convertible Preferred Stock
   ($.01 par value; 750,000 shares authorized,
   no shares outstanding at May 31, 1998
   and 404,414 shares outstanding at August 31,
   1997)                                                -                4
  Common stock ($.002 par value; 25,000,000 and
   15,000,000 shares authorized; and 7,619,323
   and 7,172,710 shares issued and outstanding
   at May 31, 1998 and August 31, 1997)                  15             14
  Paid-in capital                                    18,448         14,242
  Accumulated earnings                                2,357          3,260
  Less Treasury Stock, at cost                         (118)           -
                                                 -----------     ---------- 
    Total shareholders' equity                       20,709         17,520
                                                 -----------     ---------- 
    Total liabilities and 
      shareholders' equity                         $ 48,675       $ 40,735
                                                 ===========     ==========

<FN>
        The accompanying notes are an integral part of the consolidated
                            financial statements.
</TABLE>
<PAGE>
<TABLE>


                           AMCOR CAPITAL CORPORATION
                     CONSOLIDATED STATEMENT OF OPERATIONS
                For the nine months ended May 31, 1998 and 1997
                                  
                                  (Unaudited)

                 (Amounts in thousands, except per share data)

<CAPTION>
                                                     1998           1997
                                                 -----------     ---------- 
<S>                                       <C>              <C> 
Revenues:
  Crop sales and other farm revenue                   $ 411        $ 3,482
  Management and other fees from affiliates           1,800          1,845
  Other operating revenues                            1,263            225
                                                 -----------     ---------- 
                                                      3,474          5,552
                                                 -----------     ---------- 
Operating costs and expenses:
  Farming costs and cost of crops sold                  186          2,181
  Other operating expenses                            2,953            709
  Wages and salaries                                    606            504
                                                 -----------     ---------- 
                                                      3,745          3,394
                                                 -----------     ---------- 
Income (loss) from operations                          (271)         2,158 
Other income and expense:
  Loss on sale of assets                               (323)           - 
  Loss on investee                                      (45)           -
  Interest income                                       253            591
  Interest expense                                     (414)          (720)
                                                 -----------     ---------- 
                                                       (529)          (129)
                                                 -----------     ---------- 
Income (loss) before extraordinary item
   and income taxes                                    (800)         2,029
Provision (benefit) for income taxes                   (287)           547
                                                 -----------     ---------- 
Income (loss) before extraordinary item                (513)         1,482
Extraordinary item - gain on reduction of
   debt (net of income tax of $96)                      187            -
                                                 -----------     ---------- 
Net income (loss)                                      (326)         1,482
Less preferred stock dividends                         (577)             0
                                                 -----------     ---------- 
Net income (loss) available to common
   shareholders                                      ($ 903)        $1,482
                                                 ===========     ==========


Earnings(loss) per common share, 
  share equivalent basic:
  Earnings(loss) before extraordinary item           ($0.14)         $0.21
  Extraordinary item                                   0.02             - 
                                                 -----------     ---------- 
  Net earnings(loss)                                 ($0.12)         $0.21
                                                 ===========     ==========



                                   Continued
</TABLE>
<PAGE>
<TABLE>



                           AMCOR CAPITAL CORPORATION
                CONSOLIDATED STATEMENT OF OPERATIONS, Continued
                For the nine months ended May 31, 1998 and 1997
                                  
                                  (Unaudited)

                 (Amounts in thousands, except per share data)



<CAPTION>
                                                     1998           1997
                                                 -----------     ---------- 
<S>                                       <C>              <C> 


Earnings(loss) per common share,
  share equivalent diluted:                   
  Earnings(loss) before extraordinary item           ($0.14)          0.20
  Extraordinary item                                   0.02             -
                                                 -----------     ---------- 
  Net earnings(loss)                                 ($0.12)         $0.20
                                                 ===========     ==========



Shares used in per share calculation:
  Basic                                           7,388,593       6,231,288
                                                  =========       =========

  Diluted                                         7,813,948       6,396,842
                                                  =========       =========



























<FN>
        The accompanying notes are an integral part of the consolidated
                            financial statements.
</TABLE>
<PAGE>
<TABLE>

                           AMCOR CAPITAL CORPORATION
                     CONSOLIDATED STATEMENT OF OPERATIONS
                For the three months ended May 31, 1998 and 1997
                                 (Unaudited)

                 (Amounts in thousands, except per share data)


<CAPTION>

                                                     1998           1997
                                                 -----------     ---------- 
<S>                                         <C>              <C>
Revenues:
  Crop sales and other farm revenue                     -          $ 3,332
  Management and other fees from affiliates         $   289            323
  Other operating revenues                              696            152
                                                 -----------     ---------- 
                                                        985          3,807
                                                 -----------     ---------- 
Operating costs and expenses:
  Farming costs and cost of crops sold                  -            2,181
  Other operating expenses                            1,324            215 
  Wages and salaries                                    183            198
                                                 -----------     ---------- 
                                                      1,507          2,594
                                                 -----------     ---------- 
Income (loss) from operations                          (522)         1,213

Other income and expense:
  Loss on sale of assets                                (45)           -   
  Loss on investee                                      -              -  
  Interest income                                       108            159
  Interest expense                                     (198)          (376)
                                                 -----------     ---------- 
                                                       (135)          (217)
                                                 -----------     ---------- 
Income (loss) before extraordinary item                
   and income taxes                                    (657)           996

Provision (benefit) for income taxes                   (227)           191
                                                 -----------     ---------- 
Income (loss) before extraordinary item                (430)           805
Extraordinary item - gain on reduction of
   debt                                                 (93)           -
                                                 -----------     ---------- 
Net income (loss)                                      (523)           805
Less preferred stock dividends                         (168)           -  
                                                 -----------     ---------- 
Net income (loss) available to common
   shareholders                                      ($ 691)         $ 805
                                                 ===========     ==========

Earnings(loss) per common share,                            
  share equivalent basic:
  Earnings(loss) before extraordinary item           ($0.08)         $0.11
  Extraordinary item                                  (0.01)          -
                                                     -------         -----
  Net earnings(loss)                                 ($0.09)         $0.11
                                                     =======         =====

</TABLE>
                                  Continued
<PAGE>
<TABLE>

                           AMCOR CAPITAL CORPORATION
                CONSOLIDATED STATEMENT OF OPERATIONS, Continued
                For the three months ended May 31, 1998 and 1997
                                 (Unaudited)

                 (Amounts in thousands, except per share data)


<CAPTION>

                                                     1998           1997
                                                 -----------     ---------- 
<S>                                         <C>              <C>


Earnings(loss) per common share,                            
  share equivalent diluted:
  Earnings(loss) before extraordinary item           ($0.08)         $0.11
  Extraordinary item                                  (0.01)          -
                                                     -------         -----
  Net earnings(loss)                                 ($0.09)         $0.11
                                                     =======         =====
Shares used in per share calculation:
  Basic                                           7,388,593       7,012,754
                                                  =========      ==========
  Diluted                                         7,813,948       7,157,702
                                                  =========      ==========

























<FN>
        The accompanying notes are an integral part of the consolidated
                            financial statements.
</TABLE>

<PAGE>
<TABLE>



                           AMCOR CAPITAL CORPORATION
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
             For the nine months ended May 31, 1998 and the year
                             ended August 31, 1997
                                  (Unaudited)




<CAPTION>
                                                  Series A        Series B
                                                  Preferred       Preferred 
                                                   Shares          Shares  
                                                 -----------     ----------
<S>                                           <C>              <C>          
Balance, August 31, 1996                                -          628,972
  Net income                                            -              -
  Shares issued under consulting agreement              -              -
  One-for-two reverse stock split     
   (including effect of fractional shares)              -              -
  Shares issued upon exercise of options                -              -
  Shares issued in acquisition of
   partnership assets                                   -              -
  Shares issued in payment for debt                     -              -
  Preferred stock retired as
   payment of receivable                                -         (171,983)
  Common stock retired as
   payment of receivable                                -              -
  Exchange of preferred stock
   for common stock                                     -          (52,575)
  Preferred stock dividends, accrued                    -              -
                                                 -----------     ----------
Balance, August 31, 1997                                -          404,414

  Net income (loss)                                     -              -
  Preferred stock issuance                          747,500            -      
  Shares issued to acquire
   TransPacific Environmental, Inc.                     -              - 
  Preferred stock dividends, accrued                    -              -
  Preferred stock exchanged
   for affiliate receivable                             -         (404,414)
  Additional shares issued related to
   debt retired in prior year                           -              -
  Shares issued upon exercise of options                -              -
  Treasury shares purchased                             -              -
                                                 ----------      ----------
Balance, May 31, 1998                              747,500             -  
                                                 ==========      ==========









<FN>
        The accompanying notes are an integral part of the consolidated
                             financial statements.
</TABLE>
<PAGE>

<TABLE>



                           AMCOR CAPITAL CORPORATION
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
             For the nine months ended May 31, 1998 and the year
                             ended August 31, 1997
                                  (Unaudited)




<CAPTION>
                                                   Common         Treasury
                                                   Shares          Shares
                                                 -----------     ----------
<S>                                           <C>             <C>
Balance, August 31, 1996                         11,596,566            -
  Net income                                            -              -
  Shares issued under consulting agreement          400,000            -
  One-for-two reverse stock split
   (including effect of fractional shares)       (5,998,547)           -
  Shares issued upon exercise of options             30,000            -
  Shares issued in acquisition of
   partnership assets                               271,017            -
  Shares issued in payment for debt                 912,622            -
  Preferred stock retired as
   payment of receivable                                -              -
  Common stock retired as
   payment of receivable                           (200,000)           -
  Exchange of preferred stock
   for common stock                                 161,052            -
  Preferred stock dividends, accrued                    -              -
                                                 -----------     ----------
Balance, August 31, 1997                          7,172,710            -

  Net income (loss)                                     -              -
  Preferred stock issuance                              -              -
  Shares issued to acquire
   TransPacific Environmental, Inc.                 406,109            -
  Preferred stock dividends, accrued                    -              -
  Preferred stock exchanged
   for affiliate receivable                             -              -
  Additional shares issued related to
   debt retired in prior year                         9,254            -
  Shares issued upon exercise of options             31,250            -
  Treasury shares purchased                             -          (24,020)
                                                 -----------     ----------
Balance, May 31, 1998                             7,619,323        (24,020) 
                                                 ===========     ==========









<FN>
        The accompanying notes are an integral part of the consolidated
                             financial statements.
</TABLE>
<PAGE>
<TABLE>

                           AMCOR CAPITAL CORPORATION
           CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY, Continued
              For the nine months ended May 31, 1998 and the year
                             ended August 31, 1997
                                  (Unaudited)

                            (Amounts in thousands)
<CAPTION>
                                      ----------- Par Value ----------
                                   Series A        Series B
                                  Preferred       Preferred        Common  
                                    Stock           Stock          Stock 
                                 -----------     -----------     ----------
<S>                              <C>          <C>              <C>            
Balance, August 31, 1996              -                $  6            $ 24    
  Net income                          -                 -               -
  Shares issued under consul-
   ting agreement                     -                 -                 1
  One-for-two reverse stock           
   split (including effect of
   fractional shares)                 -                 -               (12)
  Shares issued upon exercise
   of options                         -                 -               -  
  Shares issued in acqui-
   sition of partnership assets       -                 -               -  
  Shares issued in payment 
   for debt                           -                 -                 2
  Preferred stock retired as
   payment of receivable              -                  (2)            -
  Common stock retired as
   payment of receivable              -                 -                (1)
  Exchange of preferred stock
   for common stock                   -                 -               -  
  Preferred stock dividends,
   accrued                            -                 -               -  
                                 ---------       -----------     ----------
Balance, August 31, 1997              -                   4              14
  Net income (loss)                   -                 -               -
  Preferred stock issuance             $ 7              -               -
  Shares issued to acquire
   TransPacific Environmental,
   Inc.                               -                 -                 1
  Preferred stock dividends,
   accrued                            -                 -               -
  Preferred stock exchanged
   for affiliate receivable           -                  (4)            -
  Additional shares issued 
   related to debt retired in
   prior year                         -                 -               -
  Shares issued upon exercise
   of options                         -                 -               -
  Treasury shares purchased           -                 -               -
                                 ---------       -----------     ----------
Balance, May 31, 1998                  $ 7              -              $ 15
                                 =========       ===========     ==========







<FN> 
        The accompanying notes are an integral part of the consolidated
                             financial statements.
</TABLE>

<PAGE>
<TABLE>

                           AMCOR CAPITAL CORPORATION
           CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY, Continued
              For the nine months ended May 31, 1998 and the year
                             ended August 31, 1997
                                  (Unaudited)

                            (Amounts in thousands)

<CAPTION>

                                Par Value
                                  Paid in   Accumulated     Treasury      Total
                                  Capital     Earnings       Stock       Equity
                                  -------   -----------     --------   ---------
<S>                             <C>       <C>             <C>         <C>
Balance, August 31, 1996         $ 11,150       $1,454           -       $12,634    
  Net income                          -          2,176           -         2,175
  Shares issued under consul-
   ting agreement                     360          -             -           360
  One-for-two reverse stock           
   split (including effect of
   fractional shares)                  12          -             -           -    
  Shares issued upon exercise
   of options                          60          -             -            60
  Shares issued in acqui-
   sition of partnership assets     1,437          -             -         1,438
  Shares issued in payment 
   for debt                         3,791          -             -         3,793
  Preferred stock retired as
   payment of receivable           (1,718)         -             -        (1,720)
  Common stock retired as
   payment of receivable             (850)         -             -          (850)
  Exchange of preferred stock
   for common stock                    -          (370)          -          (370)
  Preferred stock dividends,
   accrued                             -           -             -           -  
                                  -------     ---------    ---------   ---------
Balance, August 31, 1997           14,242        3,260           -        17,520
  Net income (loss)                   -           (326)          -          (326)
  Preferred stock issuance          6,142          -             -         6,149
  Shares issued to acquire
   TransPacific Environmental,
   Inc.                             2,030          -             -         2,031
  Preferred stock dividends,
   accrued                            -           (577)          -          (577)
  Preferred stock exchanged
   for affiliate receivable        (4,040)         -             -        (4,044)
  Additional shares issued 
   related to debt retired in
   prior year                          11          -             -            11
  Shares issued upon exercise
   of options                          63          -             -            63
  Treasury shares purchased           -            -            (118)       (118)
                                 --------      ---------   ---------   ---------
Balance, May 31, 1998            $ 18,448        $ 2,357       ($118)   $ 20,709
                                 ========      =========   =========   =========




<FN> 
        The accompanying notes are an integral part of the consolidated
                             financial statements.
</TABLE>

<PAGE>
<TABLE>

                          AMCOR CAPITAL CORPORATION
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                For the nine months ended May 31, 1998 and 1997
               Increase (Decrease) in Cash and Cash Equivalents
                                 (Unaudited)
                                                            
                            (Amounts in thousands)
<CAPTION>

                                                     1998           1997 
                                                 -----------     ---------- 
<S>                                           <C>              <C>
Cash flows provided (used) in operating 
  activities                                       $ (6,537)      $ (3,032)
                                                 -----------     ---------- 
Cash flows provided (used) in investing 
  activities:
 Payments received on notes receivable                1,722            -  
 Purchases of property and equipment                 (1,040)        (1,876)
 Sales of property and equipment                      1,407            -
 Advances due from affiliated partnerships                              
  for contractual construction in progress           (1,876)          (743)
 Restricted cash                                        443            612
                                                 -----------     ---------- 
 Net cash provided (used) for investing             
   activities                                           656         (2,007)
                                                 -----------     ---------- 
Cash flows provided (used) in financing 
  activities:
 Proceeds from notes, loans, leases and
  advances payable                                    5,639          4,332
 Repayments of notes and advances payable            (4,433)           (38)
 Issuance of stock                                    6,212             61
 Purchase of treasury shares                           (118)           -
                                                 -----------     ---------- 
 Net cash provided (used) in financing
   activities                                         7,300          4,355 
                                                 -----------     ---------- 

 Net increase/(decrease) in cash                      1,419           (684)

Cash at beginning of period                             180          1,087
                                                 -----------     ---------- 
Cash at end of period                               $ 1,599          $ 403  
                                                 ===========     ==========










<FN>
       The accompanying notes are an integral part of the consolidated
                            financial statements.
</TABLE>

<PAGE>
<TABLE>

                          AMCOR CAPITAL CORPORATION
                     CONSOLIDATED STATEMENT OF CASH FLOWS
               For the nine months ended May 31, 1998 and 1997

                                 (Unaudited)                                                            
                            (Amounts in thousands)

               Supplemental Disclosure of Cash Flow Information
<CAPTION>
                                                     1998           1997 
                                                 -----------     ---------- 
<S>                                             <C>             <C>
Cash paid during the period for:
 Interest                                            $ 598          $ 389
 Preferred dividends                                   336            -
 Income taxes                                          330            -



    Supplemental Schedule of Non-Cash Investing and Financing Activities

                                                     1998           1997 
                                                 -----------     ---------- 

Accrual of dividends on preferred stock
        Liabilities incurred                          $ 241          $ 279
        Reduction in retained earnings                 (241)          (279)

Acquisition of TransPacific Environmental, Inc.
        Increase in accounts receivable                 196            - 
        Reduction in prepaid expenses                  (350)           -    
        Property, plant and equipment acquired          500            -
        Customer lists and other intangibles
         acquired                                     2,549            -
        Increase in other assets                          1            -
        Liabilities incurred                           (760)           -   
        Notes payable assumed                          (105)           -   
        Common stock issued                          (2,031)           -   

Acquisition of land and vineyards                                       
        Reduction in affiliate receivable            (1,245)           -
        Land and vineyards acquired                   3,028            -
        Notes payable assumed                        (1,783)           -

Exchange of preferred stock for affiliate
   receivable
        Advances and accounts receivable due from
          affiliated partnerships                     4,173            -
        Accrued dividends - preferred stock            (129)           -
        Series B Preferred Stock                         (4)           -
        Paid in capital                              (4,040)           -

Satisfaction of debt through stock issuance                       
   Liabilities satisfied                                -           $1,869
   Stock subscribed                                     -           (1,869)

Acquisition of partnership assets
   Land and date gardens acquired                       -            1,143
   Stock subscribed                                     -           (1,143)

Acquisition of land and vineyards
   Land and vineyards acquired                          -              440
   Reduction of amount due from affiliate                             (440)

<FN>
       The accompanying notes are an integral part of the consolidated
                            financial statements.
</TABLE>
<PAGE>
                           AMCOR CAPITAL CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  May 31, 1998

1. Income (loss) Per Common Share

   Basic earnings per share are computed by dividing earnings available to
   common stockholders by the weighted average number of common shares out-
   standing during the period.  Diluted earnings per share reflect per share
   amounts that would have resulted if dilutive potential common stock had
   been converted to common stock.  The following reconciles amounts reported
   in the financial statements:

                                  For the Nine Months Ended May 31, 1998
                                 ------------------------------------------
                                 Income            Shares        Per-Share
                               (Numerator)      (Denominator)     Amount
                               -----------      -------------    ---------
     Loss from continuing
       operations               ($326,000)
     Less preferred stock
       dividends                 (577,000)
                                ---------
     (Loss) available to
       common stockholders
       - basic earnings per
         share                   (903,000)       7,388,593         ($0.12)
                                                                 =========
     Effect of dilutive
       securities:

       Options                          0          425,355
                                ---------       ----------
     (Loss) available to
       common stockholders
       - diluted earnings
         per share              ($903,000)       7,813,948         ($0.12)
                                =========       ==========       =========

                                  For the Three Months Ended May 31, 1998
                                 ------------------------------------------
                                 Income            Shares        Per-Share
                               (Numerator)      (Denominator)     Amount
                               -----------      -------------    ---------
     Loss from continuing
       operations               ($523,000)
     Less preferred stock
       dividends                 (168,000)
                                ---------
     (Loss) available to
       common stockholders
       - basic earnings per
         share                   (691,000)       7,388,593         ($0.09)
                                                                 =========
     Effect of dilutive
       securities:

       Options                          0          425,355
                                ---------       ----------
     (Loss) available to
       common stockholders
       - diluted earnings
         per share              ($691,000)       7,813,948         ($0.09)
                                =========       ==========       =========
<PAGE>


                          AMCOR CAPITAL CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued



1. Income (loss) Per Common Share, Continued

   During 1998, the Company had 747,500 shares of Series A convertible
   preferred stock (entitled to a 9% per share cumulative dividend) and
   404,414 shares of Series B convertible preferred stock outstanding.  Each
   share of preferred stock is convertible into one share of common stock.
   The convertible preferred stock was not included in the computation of
   diluted earnings per share because the effect of conversion would be
   antidilutive.  The Series A convertible preferred stock was still
   outstanding at May 31, 1998.

2. Advances Due from Affiliated Partnerships and Advances Due to Affiliated
    Partnerships

   Advances due from affiliated partnerships consist of:

      1.  Farming costs incurred by the Company on behalf of various
          partnerships whose farm properties are located in the Coachella
          Valley, California, with repayment anticipated from crop sales, and

      2.  Management and development fees charged by the Company to various
          partnerships in California and Texas for the management of the
          partnerships' assets and the development of their properties with
          repayment anticipated from crop sales, lot sales, and the disposal
          of other assets, and

      3.  Development costs advanced by the Company on behalf of various
          partnerships for a residential development in Texas.

   Advances due to affiliated partnerships consist primarily of receipts of
   crop sales exceeding advances for farming costs on behalf of various
   partnerships.  These amounts are not collateralized and are due on demand.

3. Inventories
     
   Inventories consist of:

      1.  Growing crops which represent the incurred costs of growing farm
          products on the Company's own behalf, such as chemicals and certain
          other farming supplies.

      2.  Costs associated with construction-in-progress of certain
          residential structures at the Company's Texas development
          property.
<PAGE>


                          AMCOR CAPITAL CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued




4. Property and Equipment

<TABLE>
<CAPTION>
                                                    May 31,      August 31,
                                                     1998           1997
                                                 -----------     ----------
<S>                                           <C>              <C>
                                                   (Amounts in thousands)
     Property and equipment consists
     of the following:

        Vineyard and date development costs         $ 7,147       $ 5,294
        Vehicles and equipment                        4,971         3,406
        Office furniture and equipment                   84            51
        Leasehold improvements                           61            61
        Buildings                                       302           302
                                                    -------        ------
                                                     12,565         9,114
        Less: accumulated depreciation               (2,390)       (2,088)
                                                    -------        ------
                                                     10,175         7,026
        Land                                          3,479         3,769
                                                     ------        ------
                                                    $13,654       $10,795
                                                     ======        ======

<FN>
   Vehicles and equipment reported under capital lease at May 31, 1998,
   was $853,591 with accumulated depreciation of $52,161.  Depreciation expense
   related to the capital leases was $32,551 for the nine months ended 
   May 31, 1998.

</TABLE>
5. Investments

                                                    May 31,      August 31,
                                                     1998           1997
                                                 ----------      ----------
                                                   (Amounts in thousands)

     Investments consists of the 
       following:
        
     Investment in P.S. III Farms,
       L.L.C. utilizing the equity
       method of accounting                         $ 2,452       $ 2,456
                                                     ======        ======


   The Company is a general partner in a number of the affiliated partnerships,
   for which its investment and equity in operations is not material. 

<PAGE>


                          AMCOR CAPITAL CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued




6. Deferred Income Taxes


     The components of the provision for income taxes are as 
     follows:


<TABLE>

<CAPTION>                                           May 28,      August 31,
                                                     1998           1997
                                                 ----------      ----------
<S>                                            <C>             <C>
                                                   (Amounts in thousands)
     Current expense (benefit):
             Federal                                 ($241)          $682
             State                                       2           $  3    

     Deferred expense (benefit):
             Federal                                    71            128
             State                                     (23)          (184)
                                                   --------      --------  
             Total provision (benefit)               ($191)          $629
                                                   ========      ========  

</TABLE>


7. Commitments And Contingencies

   The Company has operating leases for certain of its facilities and
   office equipment.  Future minimum lease payments at February 28, 1998
   are as follows:
                                         (Amounts in thousands)

             1998                                 $     251
             1999                                       244
             2000                                       202
             2001                                       150
             2002 and thereafter                        195
                                                   --------
             Total future minimum 
                lease payments                    $   1,042
                                                   ========







<PAGE>


                          AMCOR CAPITAL CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued



8. Common Stock and Stock Options

   The table below summarized stock option activity under current and prior
   plans:
                                  Nine Months Ended            Year Ended
                                    May 31, 1998             August 31, 1997
                                 --------------------     --------------------
                                             Weighted                 Weighted
                                              Average                  Average
                                             Exercise                 Exercise
                                  Shares       Price      Shares        Price
                                  -------    --------     -------    ---------
   Options outstanding,
     beginning of period           676,633     $1.73        541,633     $1.50
   Options exercised               (31,250)     2.00        (30,000)     2.00
   Options granted                 270,000      1.46        165,000      2.50
   Options forfeited               (17,500)     3.12           -          -  
                                 ---------                ---------
   Options outstanding,
     end of period                 897,883      2.64        676,633      1.73
   Option price range,
     end of period            $1.60 to $5.00           $1.60 to $4.00
   Option price range
     for exercised shares         $2.00                    $2.00

   Options available for grant
     at end of period              306,250                   27,500

   Weighted-average fair                       
     value of options granted        $4.11                 $2.39



   The following table summarizes information about fixed-price stock options
   outstanding at May 31, 1998:

                                                 Weighted
                                                 Average
                                 Number of       Remaining         Number
                              Outstanding at    Contractual   Exercisable at
   Exercise Price              May 31, 1998        Life         May 31, 1998
   --------------             ---------------   -----------   --------------
       $1.60                       454,133        3 years          454,133
       $1.30                        87,500        7 years           87,500
       $2.00                        56,250        9 years           24,750
       $4.00                        30,000        9 years            7,500
       $4.28                        10,000       10 years              -
       $4.60                        10,000       10 years              -
       $4.75                       100,000       10 years              -
       $5.00                       150,000       10 years              -
<PAGE>


                          AMCOR CAPITAL CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

   8.  Common Stock and Stock Options, Continued

   Fair Value Disclosures
   ----------------------
   Stock option grants are set based upon the plan.  Therefore, under the
   principles of APB Opinion No. 25, the Company does not recognize
   compensation expense associated with the grant of stock options.
   SFAS No. 123, "Accounting for Stock-Based Compensation," requires the
   use of option valuation models to provide supplemental information
   regarding options granted after 1994.  Pro forma information regarding
   net income and earnings per share shown below was determined as if the
   Company had accounted for its employee stock options and shares sold
   under its stock purchase plan under the fair value method of that
   statement.

   The fair value of each option grant is estimated on the date of grant
   using the Black-Scholes option-pricing model with the following weighted
   average assumptions used for grants in the nine months ended May 31,
   1998: dividend yield of zero; expected volatility of .961; risk-free
   interest rate of 5.12%; and expected life of 10 years.  

   The Black-Scholes option valuation model was developed for use in estimating
   the fair value of traded options.  The Company's employee stock options have
   characteristics significantly different from those of traded options such as
   vesting restrictions and extremely limited transferability.  In addition,
   the assumptions used in option valuation models are highly subjective,
   particularly the expected stock price volatility of the underlying stock.
   Because changes in these subjective input assumptions can materially affect
   the fair value estimate, in management's opinion, the existing models do not
   provide a reliable single measure of the fair value of its employee stock
   options.

   For purposes of pro forma disclosures, the estimated fair value of the
   options is amortized over the options' vesting periods.  The pro forma
   effect on net income for the nine months ended May 31, 1998 and year
   ended August 31, 1997 is not representative of the pro forma effect on net
   income in future years because it does not take into consideration pro forma
   compensation expense related to grants made prior to 1995.  Pro forma
   information in future years will reflect the amortization of a larger number
   of stock options granted in several succeeding years. The Company's pro forma
   information is as follows:

                                          Nine Months Ended     Year Ended
                                             May 31, 1998    August 31, 1997
                                           ----------------    ----------
        Net earnings (loss), as reported        ($326,000)     $2,176,366

        Net earnings (loss), pro forma        ($1,425,700)     $2,171,566

        Earnings (loss) per share, as
         reported                                  ($0.12)          $0.33

        Earnings (loss) per share, pro forma       ($0.27)          $0.33


<PAGE>


                          AMCOR CAPITAL CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued



9.  Sale of Preferred Stock

   During the first quarter of fiscal year 1998, the Company sold 747,500
shares of its Series A 9% Convertible Preferred Stock at $10 per share.
The net proceeds of $6,802,250 (before expenses related to the offering)
were used principally to finance expansion of the agriculture and biomass
segments of the Company's business, which resulted in a significant reduction
in the Company's current liabilities in repayment of funds previously advanced
for expansion purposes.  In conjunction with the creation, issuance, and sale
of the new preferred stock, the Company and the original Series A stockholders
approved changing the designation of the prior Series A Convertible Preferred
Stock to Series B Convertible Preferred Stock and making it subordinate to the
new Series A 9% Convertible Preferred Stock.


10.  Acquisition of TransPacific Environmental, Inc.

     On November 25, 1997, the Company completed the purchase of the assets of
TransPacific Environmental, Inc. ("TransPacific").  TransPacific is a Santa Fe
Springs, California company engaged in clean green waste processing and contract
tree trimming services for municipalities.  The assets of TransPacific were 
acquired for cash, 406,109 shares of the Company's common stock, and the 
assumption of certain liabilities of TransPacific.

     The following unaudited proforma summary presents the consolidated results
of operations as if the acquisition had been completed at the beginning of the
periods presented and does not purport to be indicative of what would have
occurred had the acquisition actually been made as of such date or of results
which may occur in the future.

                                              Nine months ended May 31,
                                              1997               1998
                                          ----------         ----------
     Unaudited
     ---------
     Net sales                            $7,015               $3,779
     Net income (loss)                     1,600                 (535)
     Earnings (loss) per share             0.22                (0.15)
<PAGE>

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


                                   OVERVIEW


As outlined below, the Company's overall financial condition as of May 31,
1998, as compared to August 31, 1997, has continued to improve.  Total assets
have increased 19% to $48.7 million, due principally to three events:  (i)
the funding in September 1997 of 747,500 shares of Series A Convertible
Preferred Stock, which netted $6.2 million of proceeds (after all expenses
related to the offering), (ii) the $2.5 million purchase of the two green
waste/tree maintenance companies in November 1997 and May 1998, and (iii) the
retirement of $4 million of Series B Preferred Stock during the second quarter.
The net effect of these three events resulted in shareholders' equity increasing
18% to $20.7 million.

The Company's current ratio decreased to .74 at May 31, 1998, from 1.09 at
August 31, 1997, primarily due to approximately $3.1 million of long term debt,
which matures September 30, 1998, being classified as current.  The Company is
in the process of selling the real estate assets which secures this debt, after
which the current ratio will improve considerably.  In fact, during the fourth
fiscal quarter the Company expects to close $16.9 million of development and
agricultural land sales, which will positively impact working capital.

Revenues for the three months ending May 31, 1998, of $985,000 were down from
$3,807,000 for the three months ending May 31, 1997, and revenues of $3,475,000
were also down from $5,552,000 for the previous nine month period due to
adverse weather which delayed the table grape harvest to the fourth quarter.
This resulted in a net loss of $523,000 (prior to $168,000 of preferred stock
dividends) for the three months ending May 31, 1998, compared to net income of
$805,000 for the three months ending May 31, 1997, and a net loss of $326,000
(prior to $577,000 of preferred stock dividends) for the nine months ended May
31, 1998, compared to $1,482,000 of income in the prior comparable nine month
period.  However, the Company expects to realize over $18 million of revenue
during the fourth fiscal quarter ending August 31, 1998, principally from table
grape and real estate sales, which includes $12.5 million of property
transactions currently in escrow and scheduled to close in the fourth quarter.
This compares to revenues of $11.9 million for the fourth quarter of fiscal
1997.  Overall, fiscal 1998 revenues are expected to be considerably higher
than fiscal 1997.  However, no assurances can be made that the $12.5 million
of property in escrow will in fact close within the fourth quarter, or at all.


                             RESULTS OF OPERATIONS

Revenues

The Company's revenues are derived principally from the following three sources:
(i) farming operations (including packing and cold storage services), (ii)
management/development fees for real estate development-land partnerships, and
(iii) municipal tree maintenance contracts and related processing and recycling
of "clean green" biomass.  For the three months ended May 31, 1998, total
revenues of $985,000 were down $2,822,000 (74%) from the comparable three month
period ending May 31, 1997, and for the nine months ended May 31, 1998, total
revenues of $3,475,000 were down $2,078,000 (37%) from the comparable 1997
period, mainly due to a delay in starting the spring table grape harvest from
May until June, due to a much cooler growing season caused by the "El Nino"
<PAGE>


phenomenon.  During the comparable fiscal 1997 nine month period, $3.5 million
of revenues were generated from table grape sales, versus $0 for the current
period.  Accordingly, all table grape revenue will be realized during the fourth
fiscal quarter.  The decline in farm operating revenues was partially offset by
revenues from biomass activities reflecting operations of the two acquisitions
from the date acquired.


Crop Sales and Other Farm Income

The Company generates fees and profits from its table grape and date operations,
both from third parties and its affiliates.  During past seasons, the table
grape processing facility (which is leased to the Company) processed approx-
imately 1.5 million boxes of table grapes, for which the combined gross
processing and cooling fees typically approximated $2 million.  In future
years, the Company expects its crop sales to continue to increase as additional
properties are acquired and/or developed by the Company, although for the
current fiscal year these revenues will be lower due to the sale of some
marginally profitable acreage, for which replacement vineyards will most
likely not be acquired until the next fiscal year.  Moreover, delays caused by
"El Nino" gave the Mexican table grape producers a competitive advantage,
resulting in Mexican table grapes available during May.   California producers
did not begin harvest until early June.  The disruption of the U.S. market
resulted in generally depressed market prices and, despite near record yields,
lower profit margins.

Crop sales and other farm income were $0 for the three months ended May 31,
1998, as compared to $3,332,000 for the three month period ended May 31, 1997,
and were $411,000 for the nine months ended May 31, 1998, as compared to
$3,482,000 for the nine months ended May 31, 1997, due to the delayed table
grape harvest.  All current year grape revenues will fall into the fourth
quarter.  The $411,000 in crop sales represents date crop proceeds received from
date roperties which were acquired earlier in the year from affiliates.
Substantially all of the Company's crop sales occur in the third and fourth
quarters of the fiscal year.


Management and Other Fees

The Company has earned in the past, and will continue to earn, management and
accounting fees from its managed affiliated partnerships.  This source will
continue to decrease as additional partnership terminations are completed.
The accounting fees generally range from $5,000 to $10,000 per year per
partnership.


Management and other fee income of $289,000 for the three months ended May 31,
1998, as compared to $323,000 for the three months ended May 31, 1997, and
$1,800,000 for the nine months ended May 31, 1998, was slightly lower than
the $1,845,000 reported for the comparable nine month period ended May 31,
1997, due to the substantial completion of the first phase of a development
contract related to the Las Palomas subdivision, owned by an affiliate, located
30 miles southeast of San Antonio, Texas.  Subsequent fee income from this
project is expected to diminish and be contingent on development of future
phases of Las Palomas and from California development activity, assuming the
real estate market continues its recovery.
<PAGE>


Operating Costs and Expenses

The Company's $1,507,000 of total operating costs decreased $1,087,000 (42%)
for the three month period ending May 31, 1998, from $2,594,000 in the three
month period ending May 31, 1997, due primarily to the delay of the grape
harvest, and $3,475,000 of total operating costs for the nine month period
ended May 31, 1998, increased $351,000 (10%) from $3,394,000 in the nine
month period ending May 31, 1997, due primarily to higher operating and
start-up costs related to the two acquisitions, and from increased
administrative costs related primarily to the Company's preferred stock
offering which closed in the first fiscal quarter.


Income from Operations

The Company posted an operating loss of $522,000 for the three month period
ending May 31, 1998, as compared to a profit of $1,213,000 for the three
month period ending May 31, 1997, and an operating loss of $271,000 for the
nine months ended May 31, 1998, as compared to income of $2,158,000 for the
prior year period, primarily due to the lack of table grape revenues (which
generated a $1.3 million operating profit in the comparable prior period) due
to substantially higher operating costs related to the two acquisitions and
related "El Nino" losses, which caused interruption and delays in municipal
contracts and related green waste operations.


Gain (Loss) on Sale of Assets

The Company realized a non-recurring $278,000 loss on the $2 million sale
during the second fiscal quarter of a vineyard property that was only
marginally profitable and had an uncertain water supply.  The loss primarily
represents unreimbursed farming costs and certain deferred maintenance costs
incurred to consummate the sale.  As a result of this liquidation, future
farming/operating costs are expected to be substantially lower.


Interest Income


The Company generates interest income from notes and advances receivable from
certain related partnerships, affiliates and third parties.  This income of
$108,000 for the three months ended May 31, 1998, decreased $51,000 (32%)
from $159,000 in the comparable three month period ended May 31, 1997, and
total income for the nine month period ended May 31, 1998, of $253,000 which
decreased $338,000 (57%) from $591,000 for the comparable nine month period
ended May 31, 1997, due primarily to the acquisition in the fourth quarter
of fiscal 1997 of a 600-acre development parcel from an affiliate in exchange
for a $5.7 million note receivable which was due the Company, including assumed
debt.

Interest Expense

Interest expense of $198,000 for the three month period ended May 31, 1998,
decreased $178,000 (53%) from $376,000 in the comparable three month period
ended May 31, 1997, and interest expense of $414,000 for the nine months ended
May 31, 1998, decreased $306,000 (43%), due primarily from the retirement of
debt from proceeds of the preferred stock offering, and from the capitalization
of interest cost related to the development of a 600-acre parcel in Southern
California.
<PAGE>


Extraordinary Item

The Company realized a $283,000 discount ($187,000 net of tax benefit) of a
note in consideration for agreeing to prepay a $3.9 million note, prior to its
maturity date.


Liquidity and Capital Resources

The Company's liquidity, including its ability to access conventional credit
sources, has significantly improved over the last two years primarily due to
the following: (i) consistent management of cash flow, (ii) implementation of
effective cost cutting measures, (iii) profitable agricultural operations plus
potential new revenues from real estate and biomass activities, (iv) the
proceeds from its preferred stock offering, and (v) disposal of marginal or
non-producing assets.  The Company anticipates that its December 1997 listing
on the Nasdaq SmallCap Market  should provide access to additional capital
markets.  All of these changes have positioned the Company to obtain credit
from more conventional, and less costly, sources.

Moreover, long and short term liquidity are expected to continue to improve
due to: (i) the Company having entered into satisfactory financing arrangements
to fund substantially all agricultural and farming costs related to the 1998
harvest,  (ii) the generation of new revenues from the acquisition of
TransPacific Environmental, Inc., and related biomass sales, (iii) pending
real estate sales which are expected to generate $16.9 million of gross
proceeds in the fourth fiscal quarter, and (iv) a new exclusive five-year
contract (with two five-year options) with USA Waste of California for
transportation services and a separate agreement to direct green waste from
the waste stream for USA Waste and sell the resulting product to end users.


Year 2000 Compliance


Management of the Company believes that its computerized information systems
currently in use and expected to be in use prior to the year 2000 are compliant.
It has formed a task force to assess the effect, if any, the Company may
encounter in dealing with vendors and outside service entities who may have
year 2000 exposure. Management does not expect that the financial impact of
required modifications to its systems, if any, will be material to the Company's
financial position, cash flows or results of operations in any given year.

<PAGE>



                        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

              Not applicable

Item 5. Other Information

              Not applicable

Item 6. Exhibits and Reports on Form 8-K.

              (a) Exhibits

                     27 Financial Data Schedule      

              (b)  Reports on Form 8-K:

                     Form 8-K, dated October 21, 1997, as filed with the
                     Commission on October 27, 1997, reporting on Item 5
                     (Other Events) in connection with the Company's
                     offering and sale of its Series A 9% Convertible
                     Preferred Stock.


    Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.



Date: July 15, 1998                      AMCOR CAPITAL CORPORATION

                    
                                      /S/EUGENE W. TIDGEWELL
                                         Eugene W. Tidgewell,
                                         Chief Financial Officer
                                         
                                                                           

<PAGE>