UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.  20549



                                FORM 10-QSB/A



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934, for the quarter ended November 30, 1996.


                       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)

                                (619) 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 11,996,566 on January 20, 1996.


<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
                    November 30, 1996 and August 31, 1996
             
                            (Amounts in thousands)
<CAPTION>


                                                 November 30,  
                                                     1996        August 31,
                                                 (Unaudited)        1996 
                                                 -----------     ---------- 
<S>                                            <C>             <C>
                                 A S S E T S                                                               
Current assets:                                                      
  Cash                                               $  516      $   1,087 
  Accounts receivable, prepaids 
     and accrued interest                               601            655
  Notes receivable                                      353            353
  Advances and accounts receivable due
     from affiliated partnerships for farming
     and land management                              6,513          5,338
  Inventories                                         1,036            308
                                                 -----------     ---------- 
     Total current assets                             9,019          7,741

Property and equipment, net                           9,366          9,508

Contractual advances due from affiliated
  partnerships for construction in progress           3,862          2,712

Notes receivable:
  Affiliates and related parties                      5,692          5,692
  Other                                               1,897          1,963

Investments                                           2,490          2,490

Restricted cash                                         454          1,066

Other assets                                            952            831
                                                 -----------     ---------- 
  Total assets                                    $  33,732      $  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
                    November 30, 1996 and August 31, 1996

                            (Amounts in thousands)
<CAPTION>

                                                 November 30,                             
                                                    1996          August 31,
                                                 (Unaudited)         1996  
                                                 -----------     ----------

                     LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                             <C>             <C>
Current liabilities:
  Accounts payable                                $   1,083        $   854
  Advances from affiliated partnerships                 479            415
  Notes and loans payable                             1,663            965
  Accrued interest                                      436            518
  Income taxes payable                                  438            338
  Capitalized lease obligation                           55             55
                                                 -----------     ---------- 
   Total current liabilities                          4,154          3,145

Deferred tax liability                                  118            125
Notes and loans payable, net of current portion:
  Affiliates                                          3,673          3,673
  Other                                              12,297         11,909
Capitalized lease obligation, net of
  current portion                                        87            100
Other liabilities                                       417            417
                                                 -----------     ---------- 
   Total liabilities                                 20,746         19,369

Shareholders' equity:
  Preferred stock (250,000 shares 
   authorized, no shares outstanding)                   -              -
  Series A Convertible Preferred Stock
  ($.01 par value; 750,000 shares authorized,
   628,972 shares issued and outstanding at
   both November 30 and August 31, 1996)                  6              6
  Common stock ($.002 par value; 15,000,000
   shares authorized, 11,996,566 and 11,596,566
   issued and outstanding at November 30, and
   August 31, 1996, respectively)                        24             23
  Paid-in capital                                    11,150         11,150
  Accumulated earnings                                1,806          1,454
                                                 -----------     ---------- 
    Total shareholders' equity                       12,986         12,633
                                                 -----------     ---------- 
    Total liabilities and 
      shareholders' equity                       $   33,732      $  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 three months ended November 30, 1996 and 1995
                                  (Unaudited)

                 (Amounts in thousands, except per share data)

<CAPTION>
                                                     1996           1995 
                                                 -----------     ---------- 
<S>                                       <C>              <C> 
Revenues:
  Crop sales and other farm income                      -          $    37
  Management and other fees from affiliates       $   1,001            148
  Other income                                            6              8
                                                 -----------     ---------- 
                                                      1,007            193
                                                 -----------     ---------- 
Operating costs and expenses:
  Farming costs and cost of crops sold                  -              130
  Other operating expenses                              294            207
  Wages and salaries                                    113            164
  Depreciation                                            3              3
                                                 -----------     ---------- 
                                                        410            504
                                                 -----------     ---------- 
Income (loss) from operations                           597           (311)

Other income and expense:
  Gain on sale of assets                                -              833
  Interest income                                       213            123
  Interest expense                                     (272)          (135)
                                                 -----------     ---------- 
                                                        (59)           821
                                                 -----------     ---------- 
Income before income taxes                              538            510

Provision for income taxes                               93             84
                                                 -----------     ---------- 
Net income                                        $     445         $  426
                                                 ===========     ==========


Net income per common share, share 
  equivalent primary                                 $  .04         $  .04
                                                      =====          =====

Net income per common share, share
  equivalent fully diluted                           $  .04         $  .04
                                                      =====          =====







<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 three months ended November 30, 1996 and the year
                             ended August 31, 1996
                                  (Unaudited)



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

<S>                                            <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 acquisition 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 consulting agreement          400,000            -
  Preferred stock dividends, accrued                    -              -
                                                 -----------     ----------
Balance, November 30, 1996                       11,996,566        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 three months ended November 30, 1996 and the year
                             ended August 31, 1996
                                  (Unaudited)

                            (Amounts in thousands)
<CAPTION>


                                 -------------- Par Value -----------------       
                                  Common          Preferred        Paid in
                                   Stock            Stock          Capital
                                 ---------        ---------       ----------
<S>                             <C>              <C>            <C>  
Balance, August 31, 1995             $  21             $  6        $ 10,633  

  Net Income                            -                 -             -   
  Shares issued under stock option
    plan                                 2                -             414
  Shares issued in acquisition
    of partnership interests             -                -             103
  Preferred stock dividends, 
    accrued                              -                -             -  
                                 ---------        ---------         --------
Balance, August 31, 1996                23                6          11,150

  Net income                             -                -             -
  Shares issued under consulting
    agreement                            1                -             -
  Preferred stock dividends,
    accrued                              -                -             -
                                 ---------        ---------         --------
Balance, November 30, 1996           $  24             $  6        $ 11,150
                                 =========        =========         ========
















<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 three months ended November 30, 1996 and the year
                             ended August 31, 1996
                                  (Unaudited)

                            (Amounts in thousands)

<CAPTION>



                                                 Accumulated       Total
                                                  Earnings         Equity
                                                 -----------     ----------
<S>                                           <C>             <C>
Balance, August 31, 1995                               $ 48       $ 10,708

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

   Net income                                           445            445
   Shares issued under consulting agreement             -                1
   Preferred stock dividends, accrued                   (93)           (93)
                                                 -----------     ----------
Balance, November 30, 1996                         $  1,806       $ 12,986
                                                 ===========     ==========


















<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 three months ended November 30, 1996 and 1995
               Increase (Decrease) in Cash and Cash Equivalents
                                 (Unaudited)
                                                            
                            (Amounts in thousands)
<CAPTION>

                                                     1996           1995 
                                                 -----------     ---------- 
<S>                                           <C>              <C>
Cash flows provided (used) in operating 
  activities                                       $ (1,184)      $ (1,549)
                                                 -----------     ---------- 
Cash flows provided (used) in investing 
  activities:
 Payments received on notes receivable                   66            750
 Purchases of property and equipment                      -           (107)
 Sales of property and equipment                          -              5
 Advances due from affiliated partnerships
  for contractual construction in progress           (1,150)             -
 Restricted cash                                        612              -
                                                 -----------     ---------- 
 Net cash provided (used) for investing             
   activities                                          (472)           648
                                                 -----------     ---------- 
Cash flows provided (used) in financing 
  activities:
 Proceeds from notes, loans and 
  advances payable                                    1,165          3,002
 Repayments of notes and advances payable               (80)        (3,213)
                                                 -----------     ---------- 
 Net cash provided (used) in financing
   activities                                         1,085           (211)
                                                 -----------     ---------- 

 Net increase/(decrease) in cash                       (571)        (1,112)

Cash at beginning of period                           1,087          1,809
                                                 -----------     ---------- 
Cash at end of period                                 $ 516          $ 697
                                                 ===========     ==========












<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 three months ended November 30, 1996 and 1995
                                 (Unaudited)
                                                            
                            (Amounts in thousands)

               Supplemental Disclosure of Cash Flow Information
<CAPTION>
                                                     1996           1995 
                                                 -----------     ---------- 
<S>                                             <C>             <C>
Cash paid during the period for:
 Interest                                             $ 179           $ 87



    Supplemental Schedule of Non-Cash Investing and Financing Activities

                                                     1996           1995 
                                                 -----------     ---------- 
Satisfaction of debt through issuance of stock
        Liabilities satisfied                             -            $ 4
        Stock issued                                      -             (4)

Accrual of dividends on preferred stock
        Liabilities incurred                           $ 93             93
        Reduction in retained earnings                  (93)           (93)

Satisfaction of debt through offset of related 
  receivables
        Receivables satisfied                             -          6,666
        Liabilities satisfied                             -         (6,666)

Acquisition of notes receivable
        Notes and accrued interest received               -          1,306
        Reduction of receivables                          -           (189)
        Liabilities incurred                              -         (1,117)

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 vineyards
        Vineyard property                                 -          1,940
        Reduction of receivables                          -         (1,895)
        Assumption of debt                                -           (162)
        Increase in crop inventories                      -            117




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



                           AMCOR CAPITAL CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               November 30, 1996



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 months ended November 30, 1996 and 1995
   was 12,119,417 and 10,961,755, respectively.  The fully diluted average
   common and common equivalent shares, as applicable, outstanding during the
   three months ended November 30, 1996 and 1995 was 12,542,000 and 11,037,512,
   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.

      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 and lot sales, and

      3.  Development costs advanced by the Company on behalf of various
          partnerships for a residential development in Texas with repayment
          anticipated from lot sales.

   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 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.


<PAGE>


                          AMCOR CAPITAL CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued




4. Property and Equipment

                                                 November 30,    August 31,
                                                     1996           1996
                                                 -----------     ----------
                                                   (Amounts in thousands)
     Property and equipment consists
     of the following:

        Vineyard development costs                  $ 5,145       $ 5,145
        Vehicles and farm equipment                   1,506         1,506
        Office furniture and equipment                   51            52
        Leasehold improvements                           61            61
        Buildings                                       302           302
        Golf course construction in progress          1,394         1,394
                                                     ------        ------
                                                      8,459         8,459
        Less: accumulated depreciation               (1,840)       (1,698)
                                                     ------        ------
                                                      6,619         6,761
        Land                                          2,747         2,747
                                                     ------        ------
                                                    $ 9,366       $ 9,508
                                                      =====         =====

   Vehicles reported under capital lease at November 30, 1996, was $189,884
   with accumulated depreciation of $31,555.38.  Depreciation expense related
   to the capital leases was $9,044 for the three months ended November 30,
   1996.

5. Investments

                                                 November 30,    August 31,
                                                     1996           1996
                                                 ----------      ----------
                                                   (Amounts in thousands)

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


   The Company is a general partner in a number of the affiliated partner-
   ships, 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:


                                                 November 30,    August 31,
                                                     1996           1996
                                                 ----------      ----------
                                                   (Amounts in thousands)
     Current expense:
             Federal                                  $  98             -
             State                                        2          $  2    

     Deferred:
             Federal                                    ( 7)           82
             State                                        -             -
                                                   --------      --------  
             Total provision                          $  93          $ 84
                                                   ========      ========  



7. Commitments And Contingencies

   The Company has operating leases for certain of its facilities and
   office equipment.  Future minimum lease payments at November 30, 1996
   are as follows:
                                         (Amounts in thousands)

             1997                                 $     258
             1998                                       255
             1999                                       247
             2000                                       218
             2001 and thereafter                        364
                                                   --------
             Total future minimum 
                lease payments                    $   1,342
                                                   ========







<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:
                                  Three Months Ended
                                  November 30, 1996               1996
                                 --------------------     --------------------
                                             Weighted                 Weighted
                                              Average                  Average
                                             Exercise                 Exercise
                                  Shares       Price      Shares        Price
                                  -------    --------     -------    ---------
   Options outstanding,
     beginning of period         1,083,266     $0.77      2,419,201     $0.54
   Options exercised                  -          -       (1,260,935)     0.33
   Options granted                 220,000      1.00           -          -  
   Options forfeited                  -          -          (75,000)     0.65
                                 ---------                ---------
   Options outstanding,
     end of period               1,303,266      0.81      1,083,266      0.77
   Option price range,
     end of period            $0.65 to $1.00           $0.65 to $0.80
   Option price range
     for exercised shares           -                      $0.33

   Options available for grant
     at end of year                105,000                  325,000

   Weighted-average fair                       
     value of options granted     $1.31                     None



   The following table summarizes information about fixed-price stock options
   outstanding at November 30, 1996:

                                                 Weighted
                                                 Average
                                 Number of       Remaining         Number
                              Outstanding at    Contractual   Exercisable at
   Exercise Price            November 30, 1996     Life      November 30, 1996
   --------------             ---------------   -----------   --------------
       $0.80                       908,266        4 years          908,269

       $0.65                       175,000       10 years           87,500

       $1.00                       220,000       10 years           67,500

<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 made in 1995:  dividend yield of zero;
   expected volatility of .6661; risk-free interest rate of 5.45%; 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 three months ended November 30, 1996 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:

                                          Three Months Ended   Year Ended
                                          November 30, 1996   August 31, 1996
                                           ---------------     ----------
        Net earnings, as reported                $445,000      $1,777,941

        Net earnings, pro forma                  $156,250      $1,777,941

        Earnings per share, as reported             $0.04           $0.17

        Earnings per share, pro forma               $0.01           $0.17


<PAGE>


                          AMCOR CAPITAL CORPORATION
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued




9. Restricted Cash

   These funds are held on deposit-in-trust to fund the payment of a related
   party's liability.  Continued negotiations have resulted in the
   determination of the maximum liability. Therefore, the balance of funds held
   as restricted has been reduced at November 30, 1996, to reflect this
   calculated liability.

10. Subsequent Events

   On December 18, 1996, the Company received a $520,000 funding from an
   insurance company.  The note payable is collateralized by real and personal
   property.  The obligation has an initial interest rate of 8.46%, subject to
   adjustment on October 1, 2006, and matures October 1, 2011.

   On January 13, 1997, the Company received a $2,500,000 line of credit from
   a California bank.  The credit agreement is secured by the Company's
   Coachella Valley table grape crop.  The credit agreement has an initial
   interest rate of 9%, and will vary based on an index of bank prime interest
   rates.  The credit agreement matures in August, 1997.  The proceeds of the
   line of credit are intended to provide financing for the growing and harvest
   costs of the Company's 1997 table grape crop.
<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 not changed significantly.

   The Company's current ratio decreased to 2.17 at November 30, 1996 from
2.46 at August 31, 1996, primarily due to the advances to affiliates to fund
real estate development costs.


RESULTS OF OPERATIONS

Revenues

The Company's revenues are derived principally from the following two
sources: (i) farming operations (including packing and cold storage
services), (ii) management/development fees for real estate development-land
partnerships.  For the three-months ended November 30, 1996, the Company's
gross revenues were significantly higher than the comparable three-months
ended November 30, 1995 due primarily to increased management and
development fees related to the Los Palomas subdivision located southeast
of San Antonio, Texas.

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 packing 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 exceed $2 million.
Over the next several years, the Company expects its crop sales to
continue to increase as additional properties are acquired and developed
by the Company.

Crop sales and other farm income is nominal for the three-month periods
ended November 30, 1996, as 100% of table grape sales occur in the third
and fourth quarters.

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, although
this source will continue to decrease as additional partnership
terminations and restructuring are completed.  In the past, a portion of
the management fees were earned as a share of crop profits, although this
is a contingent source and not realizable in unprofitable periods.  The
accounting fees generally range from $5,000 to $10,000 per year per
partnership.
<PAGE>




Management and other fee income increased substantially from the comparable
three-month period ended November 30, 1995 due to a development contract
related to the 1,000-lot subdivision, owned by an affiliate, located 30
miles southeast of San Antonio, Texas.

Other Income

Other income consists primarily of interest and other income The Company
generates interest income from note receivables from certain related
partnerships, affiliates, and third parties. Other income increased 67% to
$219,000 for the three months ended November 30, 1996 due to the 1996
acquisition of a $5.6 million secured note receivable due from an affiliate.

Operating Costs and Expenses

The Company's total operating costs and expenses were $410,000 and $504,000
for the three months ended November 30, 1996 and 1995, respectively.  These
costs and expenses include, among others, corporate overhead expenses,
farming costs and cost of crops sold and depreciation expenses.

Farming Costs and Cost of Crops Sold

Farming costs and costs of crops sold were zero in the three-month period
ended November 30, 1996 as compared to the comparable three-month period
ended November 30, 1995 as all costs were deferred, as such pertained to
the fiscal 1997 table grape crop.

Other Operating Expenses

Other operating expenses increased $87,000 (42%) to $294,000 for the three
months ended November 30, 1996 as compared to the three months ended
November 30, 1995 due to increased legal, accounting and other
administrative expenses.

Income from Operations

The Company posted operating income of $597,000 for the three months ended
November 30, 1996 as compared to an operating loss of $311,000 for the
comparable period ended November 30, 1995 primarily due to increased
management and development fee income related to the Las Palomas project.

Gain on Asset Sales

A gain on asset sales of $833,000 was realized for the three months ended
November 30, 1995 due to the sale of the San Luis Obispo vineyards and
repurchase option which resulted in a gain of $830,000.  There were no
sales in the current three month period.
<PAGE>


Interest Expense

Interest expense increased by $137,000 (101%) to $272,000 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, and
from a $3.8 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) successful crop harvests, 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 which
will provide 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 in the second fiscal quarter.


<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:

                     Not applicable



    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: January 20, 1996                      AMCOR CAPITAL CORPORATION

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