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, 1997.


                       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 6,028,019 on July 15, 1997.


<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, 1996.  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, 1997 and August 31, 1996
             
                            (Amounts in thousands)
<CAPTION>


                                                    May 31,  
                                                     1997        August 31,
                                                 (Unaudited)        1996 
                                                 -----------     ---------- 
<S>                                            <C>             <C>
                                 A S S E T S                                                               
Current assets:                                                      
  Cash                                               $  403      $   1,087 
  Accounts receivable, prepaids 
     and accrued interest                             4,370            655
  Notes receivable                                      353            353
  Advances and accounts receivable due
     from affiliated partnerships for farming
     and land management                              5,960          5,338
  Inventories                                         4,350            308
                                                 -----------     ---------- 
     Total current assets                            15,436          7,741

Property and equipment, net                          13,428          9,508

Contractual advances due from affiliated
  partnerships for construction in progress           2,833          2,712

Notes receivable:
  Affiliates and related parties                      5,692          5,692
  Other                                               1,596          1,963

Investments                                           2,456          2,490

Restricted cash                                         454          1,066

Other assets                                          1,036            831
                                                 -----------     ---------- 
  Total assets                                    $  42,931      $  32,002
                                                 ===========     ==========









<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, 1997 and August 31, 1996

                            (Amounts in thousands)
<CAPTION>

                                                   May 31,                             
                                                    1997          August 31,
                                                 (Unaudited)         1996  
                                                 -----------     ----------

                     LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                             <C>             <C>
Current liabilities:
  Accounts payable                                $   2,667        $   854
  Advances from affiliated partnerships                 120            415
  Notes and loans payable                             6,712            965
  Accrued interest                                      373            518
  Income taxes payable                                  991            338
  Capitalized lease obligation                          153             55
                                                 -----------     ---------- 
   Total current liabilities                         11,016          3,145

Deferred tax liability                                   19            125
Notes and loans payable, net of current portion:
  Affiliates                                          3,033          3,673
  Other                                              10,545         11,909
Capitalized lease obligation, net of
  current portion                                       357            100
Other liabilities                                     1,052            417
                                                 -----------     ---------- 
   Total liabilities                                 26,022         19,369

Shareholders' equity:
  Preferred stock (1,250,000 shares 
   authorized, no shares outstanding)
  Series B Convertible Preferred Stock
  ($.01 par value; 750,000 shares authorized,
   628,972 shares issued and outstanding at
   May 31, 1997 and August 31, 1996)                      6              6
  Common stock ($.002 par value; 25,000,000 and
   15,000,000 shares authorized; and 6,028,019 and
   11,596,566 shares issued and outstanding at
   May 31, 1997 and August 31, 1996)                     12             23
  Common Stock Subscribed                             3,012            -
  Paid-in capital                                    11,222         11,150
  Accumulated earnings                                2,657          1,454
                                                 -----------     ---------- 
    Total shareholders' equity                       16,909         12,633
                                                 -----------     ---------- 
    Total liabilities and 
      shareholders' equity                       $   42,931      $  32,002
                                                 ===========     ==========



<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, 1997 and the
                        nine months ended May 31, 1996
                                  (Unaudited)

                 (Amounts in thousands, except per share data)


<CAPTION>
                                                     1997           1996 
                                                 -----------     ---------- 
<S>                                       <C>              <C> 
Revenues:
  Crop sales and other farm income                  $ 3,482        $ 1,482
  Management, lease income, and other
    fees from affiliates                              1,845            851
  Other income                                          225             39
                                                 -----------     ---------- 
                                                      5,552          2,372
                                                 -----------     ---------- 
Operating costs and expenses:
  Farming costs and cost of crops sold                2,181          1,224
  Other operating expenses                              709            430
  Other wages and salaries                              504            506
                                                 -----------     ---------- 
                                                      3,394          2,160 
                                                 -----------     ---------- 
Income from operations                                2,158            212 

Other income and expense:
  Gain on sale of assets                                 -             821 
  Interest income                                       591            204
  Interest expense                                     (720)          (475)
                                                 -----------     ---------- 
                                                       (129)           550
                                                 -----------     ---------- 
Income before income taxes                            2,029            762

Provision for income taxes                              547            171
                                                 -----------     ---------- 
Net income                                          $ 1,482          $ 591
                                                 ===========     ==========


Net income per common share, share 
  equivalent primary                                 $ 0.21         $ 0.11
                                                      =====          =====

Net income per common share, share
  equivalent fully diluted                           $ 0.20         $ 0.11
                                                      =====          =====







<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, 1997 and the
                       three months ended May 31, 1996
                                 (Unaudited)

                 (Amounts in thousands, except per share data)

<CAPTION>

                                                     1997           1996
                                                 -----------     ---------- 
<S>                                       <C>              <C> 
Revenues:
  Crop sales and other farm income                  $ 3,332        $ 1,219
  Management, lease income, and other
    fees from affiliates                                323            367
  Other income                                          152              7
                                                 -----------     ---------- 
                                                      3,807          1,593
                                                 -----------     ---------- 
Operating costs and expenses:
  Farming costs and cost of crops sold                2,181          1.016
  Other operating expenses                              215            180
  Other wages and salaries                              198            173
                                                 -----------     ---------- 
                                                      2,594          1,369
                                                 -----------     ---------- 
Income from operations                                1,213            224

Other income and expense:
  Gain on sale of assets                                 -              (7)
  Interest income                                       159             60
  Interest expense                                     (376)          (192)
                                                 -----------     ---------- 
                                                       (217)          (139)
                                                 -----------     ---------- 
Income before income taxes                              996             85

Provision for income taxes                              191             29 
                                                 -----------     ---------- 
Net income                                            $ 805           $ 56
                                                 ===========     ==========


Net income per common share, share 
  equivalent primary                                 $ 0.11         $ 0.01
                                                      =====          =====

Net income per common share, share
  equivalent fully diluted                           $ 0.11         $ 0.01
                                                      =====          =====






<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, 1997 and the year
                             ended August 31, 1996
                                  (Unaudited)



<CAPTION>
                                    Common
                                    Shares          Common        Preferred
                                  Subscribed        Shares         Shares
                                 -----------     -----------     ----------

<S>                           <C>              <C>             <C>
Balance, August 31, 1995              -          10,331,288        618,972

  Net income                          -                 -              -
  Shares issued under stock
   option plan                        -           1,260,935            -
  Shares issued in acquisi-
   tion of partnership
   interests                          -               4,343         10,000
  Preferred stock dividends,
   accrued                            -                 -              -
                                  --------       -----------     ----------
Balance, August 31, 1996              -          11,596,566        628,972

  Net income                          -                 -              -
  Shares issued under stock
   option plan                        -              30,000            -
  Shares issued under consul-
   ting agreement                     -             400,000            -
  One-for-two reverse stock           
   split (including effect of
   fractional shares)                 -          (5,998,547)           -
  Shares subscribed in acqui-
   sition of partnership assets    210,242             -               -
  Shares subscribed in exchange
   for debt                        452,893             -               -
  Preferred stock dividends,
   accrued                                             -               -
                                  --------       -----------     ----------
Balance, May 31, 1997              663,135        6,028,019        628,972
                                  ========       ===========     ==========












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

                           AMCOR CAPITAL CORPORATION
           CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY, Contined
             For the nine months ended May 31, 1997 and the year
                             ended August 31, 1996
                                  (Unaudited)

                            (Amounts in thousands)
<CAPTION>


                                    Common       -------- Par Value ------
                                     Stock        Common          Preferred     
                                  Subscribed       Stock            Stock        
                                    -------      ---------        ---------    
<S>                              <C>          <C>              <C>            
Balance, August 31, 1995                -          $  21             $  6      

 Net Income                             -             -                 -     
 Shares issued under stock
  option plan                           -              2                -     
 Shares issued in acquisition
  of partnership interests              -              -                -     
 Preferred stock dividends, 
  accrued                               -              -                -     
                                    -------      ---------        ---------    
Balance, August 31, 1996                -             23                6    

 Net income                             -              -                -    
 Shares issued under stock
  option plan                           -              -                -     
 Shares issued under
  consulting agreement                  -              1                -   
 One-for-two reverse stock
  split (including effect
  of fractional shares)                 -            (12)               -    
 Shares subscribed in acqui-
  sition of partnership assets      $1,143             -                -
 Shares subscribed in exchange
  for debt                           1,869             -                -
 Preferred stock dividends,
  accrued                              -               -                -
                                 ----------       ---------       ---------
Balance, May 31, 1997               $3,012           $12             $  6  
                                 ==========       =========       =========
















<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, 1997 and the year
                             ended August 31, 1996
                                  (Unaudited)

                            (Amounts in thousands)

<CAPTION>


                                   Par Value
                                    Paid in      Accumulated       Total
                                    Capital       Earnings         Equity
                                   ---------     -----------     ----------
<S>                              <C>           <C>             <C>
Balance, August 31, 1995            $10,633            $ 48       $ 10,708

 Net Income                             -             1,778          1,778
 Shares issued under stock option
  plan                                  414             -              416
 Shares issued in acquisition
   of partnership interests             103             -              103
 Preferred stock dividends, 
   accrued                              -              (372)          (372)
                                    --------      -----------     ----------
Balance, August 31, 1996             11,150           1,454         12,633

 Net income                             -             1,482          1,482
 Shares issued under stock option
  plan                                   60             -               60
 Shares issued under consulting
  agreement                             -               -                1
 One-for-two reverse stock split
  (including effect of fractional
  shares)                                12             -               -
 Shares issued in acquisition of
  partnership assets                    -               -            1,143
 Shares issued in exchange for
  debt                                  -               -            1,869
 Preferred stock dividends,
  accrued                               -             (279)           (279)

                                    --------     -----------     ----------
Balance, May 31, 1997               $11,222       $  2,657        $ 16,909
                                    ========     ===========     ==========















<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, 1997 and the
                        nine months ended May 31, 1997
               Increase (Decrease) in Cash and Cash Equivalents
                                 (Unaudited)
                                                            
                            (Amounts in thousands)
<CAPTION>

                                                     1997           1996 
                                                 -----------     ---------- 
<S>                                           <C>              <C>
Cash flows provided (used) in operating 
  activities                                       $ (3,032)      $ (4,557)
                                                 -----------     ---------- 
Cash flows provided (used) in investing 
  activities:
 Payments received on notes receivable                 -             3,568
 Purchases of property and equipment                 (1,876)          (441)
 Sales of property and equipment                       -                19
 Advances due from affiliated partnerships                              
  for contractual construction in progress             (121)        (1,477)
 Advances to affiliates                                (622)        (2,388)
 Restricted cash                                        612           -
                                                 -----------     ---------- 
 Net cash provided (used) for investing             
   activities                                        (2,007)          (719)
                                                 -----------     ---------- 
Cash flows provided (used) in financing 
  activities:
 Collection of notes receivable                         367           -
 Proceeds from notes, loans, leases and
  advances payable                                    3,965          4,381
 Repayments of notes and advances payable               (38)          (165)
 Issuance of stock                                       61            - 
                                                 -----------     ---------- 
 Net cash provided (used) in financing
   activities                                         4,355          4,216 
                                                 -----------     ---------- 

 Net increase/(decrease) in cash                       (684)        (1,060)

Cash at beginning of period                           1,087          1,809
                                                 -----------     ---------- 
Cash at end of period                                 $ 403          $ 749  
                                                 ===========     ==========










<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, 1997 and the    
                        nine months ended May 31, 1996
                                 (Unaudited)
                                                            
                            (Amounts in thousands)

               Supplemental Disclosure of Cash Flow Information
<CAPTION>
                                                     1997           1996 
                                                 -----------     ---------- 
<S>                                             <C>             <C>
Cash paid during the period for:
 Interest                                             $389           $145 



    Supplemental Schedule of Non-Cash Investing and Financing Activities

                                                     1997           1996 
                                                 -----------     ---------- 
Satisfaction of debt through issuance of stock
        Liabilities satisfied                        $1,869            $4 
        Stock issued                                     -             (4)
        Stock subscribed                             (1,869)            -

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

Acquisition of notes receivable
        Notes and accrued interest received              -           6,998
        Reduction of receivables                         -            (189)
        Liabilities incurred                             -          (1,117)
        Notes payable assumed                                       (5,600)
        Deferred revenue                                               (92)

Sale of vineyard and repurchase option
        Vineyard property                                -          (2,365)
        Acquisition of investment interest               -           2,426
        Reduction of deposit liability                   -           1,278
        Reduction of receivable                          -            (508)
        Gain on sale                                     -            (831)

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

Acquisition of land and vineyards
        Land and vineyards                              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, 1997


1. Income (loss) Per Common Share

   Primary and fully diluted earnings per common and common equivalent
   share are computed based on the weighted average number of shares of common
   stock and common stock equivalents outstanding during each period.  The
   computation takes into effect common shares issuable under stock option 
   plans.  No effect has been given to convertible preferred stock, as the
   market price did not exceed the liquidation value of $10 per share. The
   primary weighted average common and common equivalent shares, as appli-
   cable, outstanding during the three and nine months ended May 31, 1997
   and May 31, 1996, was 7,012,754 and 7,019,513, respectively.  The fully
   diluted average common and common equivalent shares, as applicable,
   outstanding during the three and nine months ended May 31, 1997 and
   May 31, 1996, was 7,157,702 and 7,164,462, respectively. 

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


   Advances due to affiliated partnerships consist primarily of receipts of
   crop sales exceeding advances for farming costs on behalf of various
   partnerships.  These amounts do not bear interest, 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.  Merchandise held for sale related to the Company's golf course
          operation.

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


                          AMCOR CAPITAL CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued




4. Property and Equipment

                                                    May 31,      August 31,
                                                     1997           1996
                                                 -----------     ----------
                                                   (Amounts in thousands)
     Property and equipment consists
     of the following:

        Vineyard and date development costs         $ 7,606       $ 5,145
        Vehicles and equipment                        2,431         1,506
        Office furniture and equipment                   65            52
        Leasehold improvements                           61            61
        Buildings                                       302           302
        Golf course construction                      2,210         1,394
                                                    -------        ------
                                                     12,675         8,459
        Less: accumulated depreciation               (2,142)       (1,698)
                                                    -------        ------
                                                     10,533         6,761
        Land                                          2,895         2,747
                                                     ------        ------
                                                    $13,428       $ 9,508
                                                     ======        ======

   Vehicles and equipment reported under capital lease at May 31, 1997, was
   $645,661 with accumulated depreciation of $66,154.  Depreciation expense
   related to the capital leases was $43,643 for the nine months ended May 31,
   1997.

5. Investments

                                                    May 31,      August 31,
                                                     1997           1996
                                                 ----------      ----------
                                                   (Amounts in thousands)

     Investments consists of the 
       following:
        
     Investment in P.S. III Farms,
       L.L.C. utilizing the equity
       method of accounting                         $ 2,456       $ 2,490
                                                     ======        ======


   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:


                                                    May 31,      August 31,
                                                     1997           1996
                                                 ----------      ----------
                                                   (Amounts in thousands)
     Current expense:
             Federal                                  $650              -
             State                                       2           $  2    

     Deferred:
             Federal                                    20             82
             State                                    (125)             -
                                                   --------      --------  
             Total provision                          $547           $ 84
                                                   ========      ========  



7. Commitments And Contingencies

   The Company has operating leases for certain of its facilities and
   office equipment.  Future minimum lease payments at May 31, 1997
   are as follows:
                                         (Amounts in thousands)

             1997                                 $     289
             1998                                       305
             1999                                       277
             2000                                       248
             2001 and thereafter                        394
                                                   --------
             Total future minimum 
                lease payments                    $   1,513
                                                   ========







<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  
                                     May 31, 1997                 1996
                                 --------------------     --------------------
                                             Weighted                 Weighted
                                              Average                  Average
                                             Exercise                 Exercise
                                  Shares       Price      Shares        Price
                                  -------    --------     -------    ---------
   Options outstanding,
     beginning of period           541,633     $1.50      1,209,601     $1.06
   Options exercised               (30,000)     2.00       (630,468)     0.66
   Options granted                 150,000      2.53           -          -  
   Options forfeited                  -          -          (37,500)     1.30
                                 ---------                ---------
   Options outstanding,
     end of period                 661,633      1.71        541,633      1.50
   Option price range,
     end of period            $0.75 to $4.00           $0.75 to $1.60
   Option price range
     for exercised shares           $2.00                  $0.66

   Options available for grant
     at end of year                 12,500                  162,500

   Weighted-average fair                       
     value of options granted       $2.86                   None



   The following table summarizes information about fixed-price stock options
   outstanding at May 31, 1997:

                                                 Weighted
                                                 Average
                                 Number of       Remaining         Number
                              Outstanding at    Contractual   Exercisable at
   Exercise Price               May 31, 1997       Life         May 31, 1997
   --------------             ---------------   -----------   --------------
       $0.75                        31,250        4 years           31,250
       $1.60                       422,883        4 years          422,883
       $1.30                        87,500        7 years           65,625
       $2.00                        80,000       10 years           16,250
       $4.00                        40,000       10 years           10,000

<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, 1997:
   dividend yield of zero; expected volatility of .6542; risk-free interest
   rate of 6.04%; and expected life of 10 years.  There were no options
   granted in 1996, therefore there would be no effect on the net earnings and
   earnings per share.

   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, 1997 and year
   ended August 31, 1996 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, 1997    August 31, 1996
                                           ----------------    ----------
        Net earnings, as reported              $1,482,000      $1,777,941

        Net earnings, pro forma                 1$340,971      $1,777,941

        Earnings per share, as reported             $0.21           $0.17

        Earnings per share, pro forma               $0.19           $0.17


<PAGE>


9.  Subsequent Event

   A.  Acquisition

   On July 10, 1997, the Company acquired the customer contracts, lists,
and certain assets of TransPacific Environmental, Inc., a privately held
California corporation conducting a green waste processing, storage and
transfer business in Sante Fe Springs, California.  The purchase price
included a promissory note of $150,000 and the issuance of 47,619 shares
of the Company's common stock.  The Company also entered into a consulting
relationship with a principal of TransPacific Environmental, Inc.

   B. Preferred Stock Registration Statement

   On June 3, 1997, the Company filed a Registration Statement on Form S-2
with the Securities and Exchange Commission for the registration of 632,500
shares of $10.00 Series A 9% Convertible Preferred Stock.  The Offering is
expected to be effective by July 31, and fund in August pursuant to an
underwriting agreement with Torrey Pines Securities, Inc.
<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 compared to 
August 31, 1996, has improved considerably.  Total assets have increased
over 34% to $42.9 million, due primarily to the acquisition of a 160-acre
table grape vineyard and 130 acres of date properties from affiliates, and
higher inventories pertaining to a large 1997 table grape crop.
 
The Company's current ratio decreased to 1.46 at May 31, 1997, from 2.46 at 
August 31, 1996, primarily due to the advances to affiliates to fund real 
estate development costs, and for borrowings related to the 1997 table grape 
crop.  In addition, $2,8 million of 5% notes became current, due December 31,
1997.


                        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) the processing and recycling of "clean green" biomass. 
For the nine-months ended May 31, 1997, the Company's gross revenues were 
significantly higher than the comparable nine-months ended May 31, 1996, due 
primarily to significantly higher table grape revenues than the previous 
period and from increased management and development fees related to the Las 
Palomas subdivision located southeast of San Antonio, Texas, and income 
related to its California biomass operations.



                    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 a typical 
season, the table grape processing facility (which is leased to the Company) 
processes approximately 1.5 million boxes of table grapes, for which the 
combined gross processing and cooling fees typically approximates $2 million.  
The Company expects its crop sales to continue to increase as additional 
properties are acquired through further partnership terminations and more 
acreage is farmed by the Company.  In addition, it has recently entered into a 
letter of intent to plant 160 acres of the patented Superior Seedless table 
grape under a licensing agreement with Sun World International, Inc.

Crop sales and other farm income of $3.5 million were up 135% for the
nine-months ended May 31, 1997, as compared to the comparable nine-months ended
May 31, 1996, due to a much larger and earlier maturing crop.  Substantially
all of the Company's crop sales occur in the third and fourth quarters of the
fiscal year.
<PAGE>



                       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 increased substantially from the comparable 
nine-month period ended May 31, 1997, due to a development contract related to 
the 1,000-lot subdivision, owned by an affiliate, located 30 miles southeast  
of San Antonio, Texas, and from pre-development fee income related to 
California real estate. Other income consists primarily of income related to 
the Company's start-up golf course and biomass operations.  Other income 
increased from $39,000 to $225,000 for the nine-months ended May 31, 1997, due 
to increasing golf course and biomass revenues.  The golf course, which is 
owned by the Company, is leased to an affiliate for a rental of $137,500
for the 1997 calender year and $275,000 per year thereafter.



                      Operating Costs and Expenses
 
 
The Company's total operating costs and expenses were $3.4 million and $2.2 
million for the nine-months ended May 31, 1997, and 1996, respectively.  These 
costs and expenses include, among others, corporate overhead expenses, biomass 
processing costs, farming costs and cost of crops sold and depreciation 
expenses.



                   Farming Costs and Cost of Crops Sold
  
Farming costs and costs of crops sold increased $957,000 (78%) for the 
nine-month period ended May 31, 1997, as compared to the comparable nine-month 
period ended May 31, 1996, due to the much larger and earlier maturing crop 
than the prior year.



                          Other Operating Expenses
  
Other operating expenses increased $279,000 (65%) to $709,000 for the 
nine-months ended May 31, 1997, as compared to the prior nine-months, due to 
increased legal, accounting, and other administrative expenses related 
primarily to the Company's start-up biomass operations.

<PAGE>

                          Income from Operations
  
The Company posted operating income of $2,158,000 for the nine-months ended 
May 31, 1997, as compared to operating income of $212,000 for the comparable 
prior period, primarily from the increased profit margin from a substantially 
larger 1997 table grape crop, but also due to increased management and 
development fee income related to the Las Palomas project, biomass operations, 
and from predevelopment fee income related to California real estate.


                           Gain on Asset Sales
  
A gain on asset sales of $821,000 was realized for the nine-months ended May 
31, 1996, due to the sale of the San Luis Obispo vineyards and repurchase 
option which resulted in a gain of $830,000.  There were no such sales in the 
current nine-month period.


                             Interest Income
  
The Company generates interest income from notes receivables from certain 
related partnerships, affiliates and third parties.  This income increased 
190% due primarily from a $5.6 million secured note receivable acquired in 
1996 due from an affiliate.


                            Interest Expense
  
Interest expense increased by $245,000 (52%) to $720,000 primarily due to the 
acquisition in 1996 of $5.6 million of notes payable acquired in connection 
with a corresponding note receivable due from an affiliate (see Interest 
Income above), and from a $4.3 million note from an insurance company acquired 
during 1996, collateralized by real and personal property.


                     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, and (iv) 
disposal of marginal or non-producing assets.  The Company anticipates that 
the continued recovery of the company's common stock price should provide 
access to capital markets.  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 financing arrangements that have 
provided for substantially all agricultural and farming costs related to the 
1997 harvest, and (ii) the generation of new revenues from the Las Palomas 
development project and golf course, and from its AMCOR Biomass Farms, LLC, 
organic recycling/processing business, which commenced commercial operations 
<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 February 21, 1997, as filed with the
                   Commission on March 4, 1997, reporting on Item 5
                   (Other Events) in connection with the Company's annual
                   meeting of shareholders.



    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, 1997                        AMCOR CAPITAL CORPORATION

                    
                                      /S/FRED H. BEHRENS
                                         Fred H. Behrens, Chairman and
                                         Principal Executive and
                                         Financial Officer