FORM 10-Q/a1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(X)      QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
         For Quarterly Period Ended September 30, 1997
                                       OR
(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
         For the transition period from            to

Commission File No. 0-17757

                             W-W CAPITAL CORPORATION
             (exact name of Registrant as specified in its charter)

               Nevada                                            93-0967457
               ------                                            ----------
 (State or other jurisdiction of                           (IRS Employer Identi-
  incorporation or organization)                              fication Number)

                  3500 JFK Parkway, Suite 202, Ft. Collins, CO
                  --------------------------------------------
       80525 (Address of principal executive offices, including zip code)

                                 (970) 207-1100
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
   (Former name, address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject  to the filing
requirements for the past 90 days.     Yes _X_       No ___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether  Registrant  has filed all  documents and reports
required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
         Yes ___     No ___      NOT APPLICABLE  _X_

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

         Title of Each Class                    Number of Shares Outstanding
             Common Stock                          at November  10, 1997
             ------------                          ---------------------
            $0.01 Par Value                              5,540,661

<PAGE>
                             W-W CAPITAL CORPORATION

                                      Index
                                      -----
PART I                FINANCIAL INFORMATION                          PAGE NO.
------                ---------------------                          --------

Item 1                Balance Sheets
                      September 30, 1997 and June 30, 1997               1

                      Statements of Operations
                        Three Months Ended
                        September 30, 1997 and 1996                      3

                      Statements of Cash Flows
                        Three Months Ended
                        September 30, 1997 and 1996                      4

                      Notes to Financial Statements                      6

Item 2                Management's Discussion and Analysis
                        of Financial Condition and Results
                        of Operations                                    9

PART II               OTHER INFORMATION

Item 1                LEGAL PROCEEDINGS                                 13
------
Item 2                CHANGES IN SECURITIES                             13
------
Item 3                DEFAULTS UPON SENIOR SECURITIES                   13
------
Item 4                SUBMISSION OF MATTERS TO VOTE OF
------
                      SECURITY HOLDERS                                  13
Item 5                OTHER INFORMATION                                 13
------
Item 6                EXHIBITS AND REPORT ON FORM 8-K                   13
------


                      SIGNATURES                                        14

<PAGE>
                          Part 1-FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
                             W-W CAPITAL CORPORATION
<TABLE>
<CAPTION>
                                  Balance Sheet

                                                   September 30,  June 30,
                                                       1997        1997
                                                       ----        ----
                                                   (Unaudited)

<S>                                                <C>          <C>       
Assets
------
Current assets:
     Cash ......................................   $  149,637   $  357,373
     Trade accounts receivable .................    2,341,105    2,160,991
     Less allowance for doubtful accounts ......     (134,000)    (134,000)
                                                   ----------   -----------
         Net accounts receivable ...............    2,207,105    2,026,991
     Accounts receivable, related party ........      168,407      167,572
     Accounts receivable, other ................       15,449       13,321
     Inventories:
       Raw materials ...........................      403,571      461,311
       Work-in-process .........................      188,890      188,890
       Finished goods ..........................    2,611,215    2,690,955
                                                   ----------   -----------
         Total inventories .....................    3,203,676    3,341,156
                                                   ----------   -----------
     Prepaid expenses ..........................       63,330       15,984
     Current portion of notes receivable
         from related parties ..................        2,596        9,286
     Current portion of notes receivable, other         4,683        6,549
                                                   ----------   -----------
         Total current assets ..................    5,814,783    5,938,232
                                                   ----------   -----------
Property and equipment, at cost ................    4,598,947    4,553,214
     Less accumulated depreciation
     and amortization ..........................   (2,353,404)  (2,256,851)
                                                   ----------   -----------
         Net property and equipment ............    2,245,543    2,296,363
                                                   ----------   -----------

Other Assets:
     Real Estate held for resale ...............      381,035      381,035
     Long-term notes receivable from
         related parties, net of current portion       23,028       23,028
     Long-term notes receivable, other, net
         of allowance for doubtful accounts
         of $10,000 and current portion ........        9,753        9,753
     Other assets ..............................       28,485       30,682
                                                   ----------   -----------
         Total other assets ....................      442,301      444,498
                                                   ----------   -----------

         TOTAL ASSETS ..........................   $8,502,727   $8,679,093
                                                   ==========   ===========
</TABLE>
                           Continued on following page
                 See accompanying notes to financial statements.

                                        1
<PAGE>
<TABLE>
<CAPTION>
                             W-W CAPITAL CORPORATION
                            Balance Sheet, Continued

                                                     September 30,    June 30,
                                                          1997          1997
                                                          ----          ----
                                                      (Unaudited)
                            

<S>                                                    <C>          <C>      
Liabilities 
------------
 Current Liabilities:
     Accounts Payable ..............................   $1,879,506   $2,232,990
     Revolving credit note payable to Bank .........    1,834,000    1,834,000
     Accrued property taxes ........................       40,795       34,442
     Accrued payroll and related taxes .............      191,154      184,569
     Accrued interest payable ......................        3,860       12,344
     Accrued commissions related party .............      150,000      150,000
     Current portion of long-term payables .........    1,120,673    1,144,949
     Current portion of notes payable to
       related parties .............................       25,633       27,069
     Current portion of capital lease obligation ...        9,578        9,889
     Other current liabilities .....................       19,178       18,777
                                                       ----------    ---------
         Total current liabilities .................    5,274,377    5,649,029
                                                       ----------    ---------
Other Liabilities:
     Long-term note payable to financial
       institutions net of current portion .........      545,294      575,390
      Long-term capital lease obligation,
       net of current portion ......................         --          1,684
                                                       ----------    ---------
         Total other Liabilities ...................      545,294      577,074
                                                       ----------    ---------

         TOTAL LIABILITIES .........................    5,819,671    6,226,103
                                                       ----------    ---------

Stockholders' Equity
--------------------
     Common stock: $.01 par value 15,000,000
       shares authorized 5,540,661 shares
       issued and outstanding at September
       30, 1997, and June 30, 1997, respectively ...       55,406       55,406
     Capital in excess of par value ................    3,304,629    3,304,629
     Retained earnings (deficit) ...................     (658,073) (   888,139)
                                                       ----------    ---------
                                                        2,701,962    2,471,896
     Less 20,264 shares of treasury stock at
       cost ........................................  (    18,906) (    18,906)
                                                       ----------    ---------
         TOTAL STOCKHOLDERS' EQUITY ................    2,683,056    2,452,990
                                                       ----------    ---------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY ......................   $8,502,727   $8,679,093
                                                       ==========    =========
</TABLE>
                 See accompanying notes to financial statements

                                        2
<PAGE>
                             W-W CAPITAL CORPORATION
<TABLE>
<CAPTION>
                            Statements of Operations
                                   (Unaudited)


                                             Three Months Ended
                                                September 30,
                                                -------------
                                               1997        1996
                                               ----        ----
<S>                                        <C>          <C>       
Net Sales ..............................   $4,181,579   $3,812,848
Cost of goods sold .....................    3,269,215    3,053,686
                                           ----------   ----------
Gross profit ...........................      912,364      759,162
                                           ----------   ----------

Operating expenses:
     Selling expenses ..................      295,140      278,430
     General and administrative expenses      347,666      358,035
                                           ----------   ----------
         Total operating expenses ......      642,806      636,465
                                           ----------   ----------

         Operating earnings (loss) .....      269,458      122,697
                                           ----------   ----------

Other income (expense):
     Interest income ...................       24,161       18,887
     Interest expense ..................  (    84,627) (    95,305)
     Gain (loss) on sale of assets .....         --            386
     Other income (expense), net .......       20,974        6,162
                                           ----------   ----------
         Total other income (expense) ..  (    39,492) (    69,870)
                                           ----------   ----------

     Earnings (loss) before income taxes      230,066       52,827
                                           ----------   ----------

Provision for deferred income taxes ....         --           --
                                           ----------   ----------


     Net earnings (loss) ...............   $  230,066   $   52,827
                                           ==========   ==========


Earnings (loss) per common share: ......   $      .04   $      .01
                                           ==========   ==========


Weighted average number of
common shares outstanding ..............    5,549,544    5,530,661
                                           ==========   ==========
</TABLE>
                 See accompanying notes to financial statements.
                                        3
<PAGE>
                             W-W CAPITAL CORPORATION
                            -----------------------
<TABLE>
<CAPTION>
                             Statement of Cash Flows
                                   (Unaudited)

                                                          Three Months Ended
                                                             September 30,
                                                             -------------
                                                            1997      1996
                                                            ----      ----
<S>                                                      <C>        <C>     
Cash flows from operating activities:
     Net earnings (loss) .............................   $230,066   $ 52,827
     Adjustments to reconcile net earnings to net
     cash provided by (used in) operating activities:
     Depreciation and amortization ...................     98,751    100,367

     Loss (gain) on property and equipment ...........       --         (386)
     Deferred income taxes ...........................       --         --
     Other ...........................................       --         --

Changes in assets and liabilities:
     Accounts receivable .............................   (180,114)  (155,952)
     Inventories .....................................    137,480    102,548
     Other current and non-current assets ............   ( 50,308)  ( 52,450)
     Accounts payable ................................   (353,484)    35,548
     Accrued expenses
         and other current liabilities ...............      4,854     14,258
                                                         --------     ------
              Net cash provided by (used in) operating
              activities .............................   (112,755)    96,760
                                                         --------     ------

Cash flows from investing activities:
     Increase in real estate held for sale ...........       --     (    660)
     Purchase of property and equipment ..............    (45,733)  ( 25,205)
     Proceeds from other notes receivable ............      1,866      2,347
     Proceeds from stockholders' notes receivable ....      6,689      6,161
                                                         --------     ------
              Net cash provided by (used in) investing
              activities .............................   ( 37,178)  ( 17,357)
                                                         --------     ------
</TABLE>








                          (Continued on following page)


                                        4
<PAGE>
                             W-W CAPITAL CORPORATION
                             -----------------------
<TABLE>
<CAPTION>
                       Statement of Cash Flows, Continued
                                   (Unaudited)


                                                      Three Months Ended
                                                         September 30,
                                                         -------------
                                                        1997       1996
                                                        ----       ----
<S>                                                  <C>        <C>   
Cash flows from financing activities:    
     Proceeds from lines of credit ...............   $   --     $   --
     Payments on notes payable to financial
         institutions and government entities ....   ( 75,768)  ( 85,574)
     Payments on notes payable to affiliates .....   (  1,435)  (  1,299)
     Proceeds from notes payable .................     19,400     34,156
                                                     --------     ------

     Net cash provided by (used in) financing
         activities ..............................   ( 57,803)  ( 49,717)
                                                     --------     ------

     Net increase  (decrease) in cash ............   (207,736)    29,686
     Cash at beginning of period .................    357,373    131,022
                                                     --------     ------

         Cash at end of period ...................   $149,637   $160,708
                                                     ========   ========


Supplemental disclosures of cash flow information:
     Cash paid during the period for interest ....   $ 93,110   $ 98,307
                                                     ========   ========
</TABLE>
                                        5
                 See accompanying notes to financial statements.
<PAGE>
                             W-W CAPITAL CORPORATION
                             -----------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

NOTE 1 - BASIS OF PRESENTATION
------------------------------

       The accompanying  unaudited financial  statements include the accounts of
W-W Capital  Corporation (the Company) and its three  wholly-owned  subsidiaries
W-W Manufacturing Co., Inc., Titan Industries, Inc., and Eagle Enterprises, Inc.
All significant intercompany accounts and transactions have been eliminated.

       The  accompanying  unaudited  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  They do not include all  information  and  footnotes  necessary for a fair
presentation  of financial  position,  results of operations and changes in cash
flows in conformity with generally accepted accounting  principles for full-year
financial  statements.  However,  except as disclosed herein,  there has been no
material  change  in the  information  disclosed  in the  notes  to W-W  Capital
Corporation's  financial  statements  included in its Annual Report on Form 10-K
for the year ended June 30, 1997. In the opinion of management,  all adjustments
(consisting of normal recurring accrual basis adjustments)  considered necessary
for a fair  presentation  have  been  reflected  in the  accompanying  financial
statements.  Operating  results for the three month period ended  September  30,
1997, are not necessarily  indicative of the result that may be expected for the
year ended June 30, 1998.


NOTE 2 - NET EARNINGS PER SHARE
-------------------------------

         The net earnings (loss) per share amount  included in the  accompanying
statement of operations have been computed using the weighted  average number of
shares of common stock  outstanding and the dilutive  effect,  if any, of common
stock equivalents existing during the applicable three month periods.


NOTE 3 - RELATED PARTY TRANSACTION
----------------------------------

         The  Company  has a  number  of  related  party  transactions.  See the
footnotes to W-W Capital  Corporation  financial  statements  for the year ended
June 30,  1997,  included  in its Annual  Report on Form 10-K for the nature and
type of related party transactions.
                                        6
<PAGE>
         A summary of the related party  transactions  that effect the Company's
statement of operations for the three months ended  September 30, 1997 and 1996,
respectively, is as follows:
<TABLE>
<CAPTION>
                                                             September 30,
                                                             -------------
Transactions with
Related Parties                                          1997               1996
------------------------------------------            -------            -------
<S>                                                   <C>                <C>    
Rent expense .............................            $15,000            $15,000

Interest income ..........................            $   211            $   739

Interest expense .........................            $   665            $   801
</TABLE>


ITEM 2.       Management's Discussion and Analysis  of Financial Condition and 
-------       Results of Operations.
              ------------------------------------------------------------------
             

         The  business  of the  Company is carried on within two  segments  by a
number of operating units. The livestock  handling equipment segment is composed
of W-W Manufacturing (W-W Manufacturing) and Eagle Enterprises  (Eagle), and the
water and  environmental  product  segment is  represented  by Titan  Industries
(Titan).

(A)      Analysis of Results of Operations
         ---------------------------------

         The  Company  has a net  earning of  $230,066,  for the  quarter  ended
September 30, 1997, as compared to a net earnings of $52,827 in 1996.

         Net sales  increased to $4,181,579 for the three months ended September
30, 1997, compared to $3,812,848 for 1996. The following table represents actual
sales by segment group.
<TABLE>
<CAPTION>

         Sales by segment group:
                                       Three Months Ended
                                          September 30
                                          ------------
                                                               Increase
                                       1997         1996      (Decrease)
                                       ----         ----      ----------
<S>                                <C>          <C>          <C>       
Livestock Handling Equipment ...   $2,363,522   $1,937,912   $  425,610
Water and Environmental Products    1,818,057    1,874,936    (  56,879)
                                   ----------   ----------   ----------
     Total Net Sales ...........   $4,181,579   $3,812,848   $  368,731
                                   ==========   ==========   ==========

</TABLE>
                                        7
<PAGE>
The   increase   in   livestock   equipment   sales   is   attributed   to  high
distributor/dealer  demand for all  traditional  equipment.  Sales  increased at
Eagle to $573,405 for the first three months ended  September  30, 1997 compared
to $522,684 during the same period of 1997. Sales at W-W Manufacturing increased
from $1,327,788 to $1,688,372 or an increase of $360,584 during the three months
ended  September  30,  1997.  As beef prices and market  conditions  continue to
remain strong,  sales in all areas continue to increase.  The new panel and feed
equipment lines continue to improve,  livestock systems and cattle working areas
remain  strong and  hydraulic  chute  sales have  reached all time  levels.  The
Company is presently  working on other new products to be introduced  during the
spring  market.  As conditions  continue to be strong,  the  expansion  into new
market  and  products  during  the down turn of 1995 and 1996 is proving to be a
sound decision.  New  distributions  established in the east, west and southwest
continue to show strong demand for all products.

While sales decreased slightly in the water and environmental  products segment,
sales of Company manufactured products showed strong improvement. Sales continue
to go  well  in  standard  flush  joint  PVC  screen  and  casing,  and  slotted
high-density  polyethylene pipe introduced in fiscal 1996 and also has continued
to gain strength in the horizontal drilling market.

Titan's Ver-ta Slot product  continues to show strong  acceptance.  This product
was  developed  for  heavier  wall  applications  found  in  landfills,  highway
construction,  and various mining  applications.  Vertical  slotted openings are
available in various  diameters,  schedules  and types of pipe.  The Company has
developed the Ver-ta Slot for all  applications  and material  including  belled
end, gasket end, plain end or flush joint material.

Another new product gaining market acceptance is Titan's  Combo-buried  Pressure
Tank. This tank offers many advanced features over competitor's  tanks including
strength,  convenience  of  installation,  and  simplified  operation.  With the
introduction  of the Enviorflex  well screen,  Titan again leads the way with an
innovative well screen that's a cost effective way to prevent  sedimentation  in
horizontal  remidation  wells.  This screen offers strength and high performance
not found in other screens. This screen can be used for ground water, extraction
applications,  and solid vapor  extraction  wells.  These and other new products
being  developed  will help  Titan  maintain  its  reputation  as the  "ultimate
supplier" of water and well products.

Gross margins continue to show improvement in all companies  showing an increase
for the three months ended  September  30, 1997,  to 21.8%  compared to 20.0% in
1996.  The gross  profit  margin in the  livestock  handling  equipment  segment
increased  slightly  from 23.0% to 23.2%.  This  increase,  while  only  slight,
continues to improve as Eagle improves  manufacturing  efficiencies.  Profits in
the  livestock  segment  continue to improve.  Eagle had an operating  profit of
$47,581.68  during the  quarter  ended  September  30,  1997,  as compared to an
operating  profit of $25,447  in the  corresponding  quarter in 1996.  Operating
profits  improved at W-W  Manufacturing  to $97,360.14  during the quarter ended
September  30,  1997,  as  compared  to an  operating  profit  of  $7,170 in the
corresponding quarter of 1996.
                                        8
<PAGE>
Gross profit margins in the water and environmental segment increased from 16.8%
in 1996, to 20.0% in 1997.  This increase is due to the increase in sales of the
manufactured  products which are at higher profit margins.  Profits in the water
and  environmental  segment continued to improve even though sales were slightly
lower.  Profits increased to $89,525 during the three months ended September 30,
1997, compared to $55,750 for the same period in 1996.

Selling  expenses as a percent of sales  continued to decline during the quarter
ended  September  30, 1997 to 7.1%  compared to 7.3% in 1996.  The Company  will
monitor  selling  costs,  continue  to expand  its  distributor/dealer  base and
promote products to the end user.

General and  administrative  expenses  declined $10,369 during the quarter ended
September  30, 1997 and as a percentage  of sales  declined to 8.3% from 9.4% in
the  corresponding  quarter of 1996. The decrease is  attributable  to cost cuts
taken at the corporate  office and lower legal expense due to the  settlement of
various lawsuits.

Interest expense continues to decline as overall borrowing is reduced.  Interest
expense  decreased to $84,627 during the first quarter ended September 30, 1997,
compared to $95,305 during the same period of 1996.

(B)   Liquidity and Capital Resources
      -------------------------------

The Company generated profits of $230,066 during the quarter ended September 30,
1997,  compared  to  $52,827  for the same  quarter  of  1996.  Cash  flow  from
operations  continued  to improve  during the quarter to  $328,817,  compared to
$153,194 during the same quarter of 1996.

Cash flow was used in operations to  substantially  reduce accounts  payable and
bank debt.  The Company  will  continue to improve cash flow and reduce debt and
interest expense.  Cash was also used to carry increases in accounts receivable.
The  improvement in cash flow will continue to improve as the Company  generates
profits.   Management  will  continue  to  monitor  inventory  levels,   improve
receivable  collections,  reduce cost and improve manufacturing  efficiencies to
insure adequate working capital.  As of the time of this report, the Company was
in final stages of negotiating to sell its 95 acres of real estate in Mansfield,
Texas.  The Company had been  negotiating on a joint venture  development but an
adequate  partner has not been found at this time. It was  determined  that if a
fair price could be offered for the land,  the Company  would sell the  property
and apply the proceeds to reduce bank debt.

The Company is currently renewing bank  lines-of-credit  with its primary lender
through January of 1998. These loans were only renewed by the lender for a short
term  period  due  to  operating  losses  of  1996.  However,  with  the  strong
improvement  by the Company in profits and cash flow,  several  banks have shown
high interest in doing business with the Company. With the profits generated    

                                        9
<PAGE>
during the last two quarters,  all loan covenants have been complied with. It is
anticipated that new lines-of-credit will be in place by spring of 1998 with our
existing lenders or arrangements  will be made with new financial  institutions.
Management has discussed the various loan  violations with our current banks and
neither bank has indicated  they would  accelerate any payment on the respective
loans.

Management   believes  with  cash  flow  provided  from  operations,   available
lines-of-credit and the Company's ability to sell its real estate holdings,  the
Company will have adequate sources to meet its current obligations.

                                       10

<PAGE>
                                     PART II
                                OTHER INFORMATION
                                -----------------

ITEM 1.             LEGAL PROCEEDINGS
-------             -----------------

     Not Applicable

ITEM 2.             CHANGES IN SECURITIES
-------             ---------------------

     Not Applicable


ITEM 3.             DEFAULTS UPON SENIOR SECURITIES
-------             -------------------------------

     Not Applicable

ITEM 4.             SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
-------             --------------------------------------------------

     Not Applicable

ITEM 5.             OTHER INFORMATION
-------             -----------------

     Not Applicable

ITEM 6.             EXHIBITS AND REPORTS ON FORM 8-K
-------             --------------------------------

     Exhibit 27 Financial Data Schedule

                                       11
<PAGE>
         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                    W-W CAPITAL CORPORATION
                                        (Registrant)

Dated: November 11, 1997            By:  /s/ Steve Zamzow
                                        ---------------------
                                        Steve Zamzow, President & CEO



Dated: November 11, 1997            By: /s/ Dianne Gano
                                   --------------------
                                        Dianne Gano, Controller



                                       12