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 February 28, 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 6,023,019 on April 14, 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
                    February 28, 1997 and August 31, 1996
             
                            (Amounts in thousands)
<CAPTION>


                                                 February 28,  
                                                     1997        August 31,
                                                 (Unaudited)        1996 
                                                 -----------     ---------- 
<S>                                            <C>             <C>
                                 A S S E T S                                                               
Current assets:                                                      
  Cash                                               $  427      $   1,087 
  Accounts receivable, prepaids 
     and accrued interest                               755            655
  Notes receivable                                      366            353
  Advances and accounts receivable due
     from affiliated partnerships for farming
     and land management                              7,359          5,338
  Inventories                                         2,527            308
                                                 -----------     ---------- 
     Total current assets                            11,434          7,741

Property and equipment, net                          10,579          9,508

Contractual advances due from affiliated
  partnerships for construction in progress           3,052          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                                          1,017            831
                                                 -----------     ---------- 
  Total assets                                    $  36,280      $  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
                    February 28, 1997 and August 31, 1996

                            (Amounts in thousands)
<CAPTION>

                                                 February 28,                             
                                                    1997          August 31,
                                                 (Unaudited)         1996  
                                                 -----------     ----------

                     LIABILITIES AND SHAREHOLDERS' EQUITY

<S>                                             <C>             <C>
Current liabilities:
  Accounts payable                                $   1,138        $   854
  Advances from affiliated partnerships                 338            415
  Notes and loans payable                             3,186            965
  Accrued interest                                      747            518
  Income taxes payable                                  682            338
  Capitalized lease obligation                           78             55
                                                 -----------     ---------- 
   Total current liabilities                          6,169          3,145

Deferred tax liability                                  137            125
Notes and loans payable, net of current portion:
  Affiliates                                          1,308          3,673
  Other                                              14,549         11,909
Capitalized lease obligation, net of
  current portion                                       297            100
Other liabilities                                       645            417
                                                 -----------     ---------- 
   Total liabilities                                 23,105         19,369

Shareholders' equity:
  Preferred stock (1,250,000 shares 
   authorized, no shares outstanding)
  Series B Convertible Preferred Stock
  ($.01 par value; 750,000 shares authorized,
   628,972 shares issued and outstanding at
   February 28, 1997 and August 31, 1996)                 6              6
  Common stock ($.002 par value; 25,000,000 and
   15,000,000 shares authorized; and 6,023,019 and
   11,596,566 shares issued and outstanding at
   February 28, 1997 and August 31, 1996)                12             23
  Paid-in capital                                    11,212         11,150
  Accumulated earnings                                1,945          1,454
                                                 -----------     ---------- 
    Total shareholders' equity                       13,175         12,633
                                                 -----------     ---------- 
    Total liabilities and 
      shareholders' equity                       $   36,280      $  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 six months ended February 28, 1997 and the six
                        months ended February 29, 1996
                                  (Unaudited)

                 (Amounts in thousands, except per share data)


<CAPTION>
                                                     1997           1996 
                                                 -----------     ---------- 
<S>                                       <C>              <C> 
Revenues:
  Crop sales and other farm income                       -         $    49
  Management and other fees from affiliates       $   1,672            484
  Other income                                           73             24
                                                 -----------     ---------- 
                                                      1,745            557
                                                 -----------     ---------- 
Operating costs and expenses:
  Farming costs and cost of crops sold                   -             209
  Other operating expenses                              494            250
  Other wages and salaries                              306            332
                                                 -----------     ---------- 
                                                        800            791
                                                 -----------     ---------- 
Income (loss) from operations                           945           (234)

Other income and expense:
  Gain on sale of assets                                 -             828
  Interest income                                       432            366
  Interest expense                                     (344)          (283)
                                                 -----------     ---------- 
                                                         88            911
                                                 -----------     ---------- 
Income before income taxes                            1,033            677

Provision for income taxes                              356            142
                                                 -----------     ---------- 
Net income                                        $     677         $  535
                                                 ===========     ==========


Net income per common share, share 
  equivalent primary                                 $  .11         $  .10
                                                      =====          =====

Net income per common share, share
  equivalent fully diluted                           $  .11         $  .10
                                                      =====          =====







<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 February 28, 1997 and the three
                        months ended February 29, 1996
                                 (Unaudited)

                 (Amounts in thousands, except per share data)

<CAPTION>

                                                     1997           1996
                                                 -----------     ---------- 
<S>                                       <C>              <C> 
Revenues:
  Crop sales and other farm income                       -         $    12
  Management and other fees from affiliates       $     671            336
  Other income                                           67             17
                                                 -----------     ---------- 
                                                        738            365
                                                 -----------     ---------- 
Operating costs and expenses:
  Farming costs and cost of crops sold                   -              79
  Other operating expenses                              197             40
  Other wages and salaries                              193            168
                                                 -----------     ---------- 
                                                        390            287
                                                 -----------     ---------- 
Income from operations                                  348             78

Other income and expense:
  Gain on sale of assets                                 -              (5)
  Interest income                                       219            243
  Interest expense                                      (72)          (148)
                                                 -----------     ---------- 
                                                        147             90
                                                 -----------     ---------- 
Income before income taxes                              495            168

Provision for income taxes                              263             58
                                                 -----------     ---------- 
Net income                                        $     232         $  110
                                                 ===========     ==========


Net income per common share, share 
  equivalent primary                                 $  .03         $  .02
                                                      =====          =====

Net income per common share, share
  equivalent fully diluted                           $  .03         $  .02
                                                      =====          =====







<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 six months ended February 28, 1997 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 stock option plan              25,000
  Shares issued under consulting agreement          400,000            -
  One-for-two reverse stock split (including
    effect of fractional shares)                 (5,998,547)           -
  Preferred stock dividends, accrued                    -              -
                                                 -----------     ----------
Balance, February 28, 1997                        6,023,019        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 six months ended February 28, 1997 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 stock option
    plan                                 -                -              50
  Shares issued under consulting
    agreement                            1                -             -
  One-for-two reverse stock split
    (including effect of
    fractional shares)                 (12)               -              12
  Preferred stock dividends,
    accrued                              -                -             -
                                 ---------        ---------         --------
Balance, February 28, 1997           $  12             $  6        $ 11,212
                                 =========        =========         ========
















<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 six months ended February 28, 1997 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                                           677            677
   Shares issued under stock option plan                -               50
   Shares issued under consulting agreement             -                1
   One-for-two reverse stock split (including
     effect of fractional shares)                       -              -
   Preferred stock dividends, accrued                  (186)          (186)
                                                 -----------     ----------
Balance, February 28, 1997                         $  1,945       $ 13,175
                                                 ===========     ==========















<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 six months ended February 28, 1997 and the six
                       months ended February 29, 1996
               Increase (Decrease) in Cash and Cash Equivalents
                                 (Unaudited)
                                                            
                            (Amounts in thousands)
<CAPTION>

                                                     1997           1996 
                                                 -----------     ---------- 
<S>                                           <C>              <C>
Cash flows provided (used) in operating 
  activities                                       $ (2,298)      $ (2,464)
                                                 -----------     ---------- 
Cash flows provided (used) in investing 
  activities:
 Payments received on notes receivable                  367          2,765
 Purchases of property and equipment                 (1,359)          (361)
 Sales of property and equipment                         -              19
 Advances due from affiliated partnerships
  for contractual construction in progress             (340)            - 
 Advances to affiliates                                  -          (2,489)
 Restricted cash                                        612             - 
                                                 -----------     ---------- 
 Net cash provided (used) for investing             
   activities                                          (720)           (66)
                                                 -----------     ---------- 
Cash flows provided (used) in financing 
  activities:
 Proceeds from notes, loans, leases and
  advances payable                                    2,307          2,424
 Repayments of notes and advances payable                -            (165)
 Issuance of stock                                       51             -
                                                 -----------     ---------- 
 Net cash provided (used) in financing
   activities                                         2,358          2,259 
                                                 -----------     ---------- 

 Net increase/(decrease) in cash                       (660)          (271)

Cash at beginning of period                           1,087          1,809
                                                 -----------     ---------- 
Cash at end of period                                 $ 427         $1,538
                                                 ===========     ==========












<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 six months ended February 28, 1997 and the six
                       months ended February 29, 1996
                                 (Unaudited)
                                                            
                            (Amounts in thousands)

               Supplemental Disclosure of Cash Flow Information
<CAPTION>
                                                     1997           1996 
                                                 -----------     ---------- 
<S>                                             <C>             <C>
Cash paid during the period for:
 Interest                                             $ 306          $ 117



    Supplemental Schedule of Non-Cash Investing and Financing Activities

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

Accrual of dividends on preferred stock
        Liabilities incurred                          $ 186            186
        Reduction in retained earnings                 (186)          (186)

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)
 









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

                           AMCOR CAPITAL CORPORATION

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               February 28, 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 six months ended February 28, 1997
   and February 29, 1996, was 6,231,288 and 5,494,573, respectively.  The
   fully diluted average common and common equivalent shares, as applicable,
   outstanding during the three and six months ended February 28, 1997 and
   February 29, 1996, was 6,396,842 and 5,519,792, 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

      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:

      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

                                                 February 28,    August 31,
                                                     1997           1996
                                                 -----------     ----------
                                                   (Amounts in thousands)
     Property and equipment consists
     of the following:

        Vineyard development costs                  $ 5,145       $ 5,145
        Vehicles and equipment                        2,035         1,506
        Office furniture and equipment                   65            52
        Leasehold improvements                           61            61
        Buildings                                       302           302
        Golf course construction                      2,210         1,394
                                                    -------        ------
                                                      9,818         8,459
        Less: accumulated depreciation               (1,986)       (1,698)
                                                    -------        ------
                                                      7,832         6,761
        Land                                          2,747         2,747
                                                     ------        ------
                                                    $10,579       $ 9,508
                                                     ======        ======

   Vehicles and equipment reported under capital lease at February 28, 1997, was
   $470,379 with accumulated depreciation of $40,599.  Depreciation expense
   related to the capital leases was $18,088 for the six months ended February
   28, 1997.

5. Investments

                                                 February 28,    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:


                                                 February 28,    August 31,
                                                     1997           1996
                                                 ----------      ----------
                                                   (Amounts in thousands)
     Current expense:
             Federal                                  $ 342             -
             State                                        2          $  2    

     Deferred:
             Federal                                     12            82
             State                                        -             -
                                                   --------      --------  
             Total provision                          $ 356          $ 84
                                                   ========      ========  



7. Commitments And Contingencies

   The Company has operating leases for certain of its facilities and
   office equipment.  Future minimum lease payments at February 28, 1997
   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:
                                   Six  Months Ended
                                  February 28, 1997               1996
                                 --------------------     --------------------
                                             Weighted                 Weighted
                                              Average                  Average
                                             Exercise                 Exercise
                                  Shares       Price      Shares        Price
                                  -------    --------     -------    ---------
   Options outstanding,
     beginning of period           541,633     $1.54      1,209,601     $1.08
   Options exercised               (25,000)     2.00       (630,468)     0.66
   Options granted                 110,000      2.00           -          -  
   Options forfeited                  -          -          (37,500)     1.30
                                 ---------                ---------
   Options outstanding,
     end of period                 626,633      1.62        541,633      1.54
   Option price range,
     end of period            $1.30 to $2.00           $1.30 to $1.60
   Option price range
     for exercised shares           -                      $0.66

   Options available for grant
     at end of year                 52,500                  162,500

   Weighted-average fair                       
     value of options granted     $2.63                     None



   The following table summarizes information about fixed-price stock options
   outstanding at February 28, 1997:

                                                 Weighted
                                                 Average
                                 Number of       Remaining         Number
                              Outstanding at    Contractual   Exercisable at
   Exercise Price            February 28, 1997     Life      February 28, 1997
   --------------             ---------------   -----------   --------------
       $1.60                       454,133        4 years          454,133

       $1.30                        87,500       10 years           43,750

       $2.00                        85,000       10 years           21,250

<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 six months ended February 28, 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:

                                            Six Months Ended   Year Ended
                                          February 28, 1997   August 31, 1996
                                           ----------------    ----------
        Net earnings, as reported                $667,000      $1,777,941

        Net earnings, pro forma                  $388,800      $1,777,941

        Earnings per share, as reported             $0.11           $0.17

        Earnings per share, pro forma               $0.06           $0.17


<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 1.85 at February 28, 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.

                            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 six-months ended February 28, 1997, the Company's gross revenues were 
significantly higher than the comparable six-months ended February 29, 1996, 
due primarily to 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 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 was negligible for the six-month period 
ended February 28, 1997, 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 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.
 
Management and other fee income increased substantially from the comparable 
six-month period ended February 28, 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.
<PAGE>

                                 Other Income
  
Other income consists primarily of interest and income related to the 
Company's start-up golf course and biomass operations.  The Company generates 
interest income from note receivables from certain related partnerships, 
affiliates, and third parties.  Other income increased 17% to $475,000 for the 
six-months ended February 28, 1997, due to interest earned on the 1996 
acquisition of a $5.6 million secured note receivable due from an affiliate, 
and from golf course and biomass revenues.

                        Operating Costs and Expenses
  
The Company's total operating costs and expenses were $800,000 and $791,000 
for the six-months ended February 28, 1997 and February 29, 1996, respectively.
These costs and expenses include, among others, corporate overhead expenses,
biomass processing and golf course 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 were zero in the six-month period ended 
February 28, 1997, as compared to the comparable six-month period ended 
February 29, 1996, as all costs were deferred, as such pertained to the fiscal 
1997 table grape crop, which is harvested and marketed in May through July.
 
                           Other Operating Expenses
 
Other operating expenses increased $244,000 (98%) to $494,000 for the 
six-months ended February 28, 1997, as compared to the six-months ended 
February 29, 1996, due to increased legal, accounting, and other 
administrative expenses related to the Company's start-up golf course and 
biomass operations.

                           Income from Operations
  
The Company posted operating income of $945,000 for the six-months ended 
February 28, 1997, as compared to an operating loss of ($234,000) for the 
comparable period ended February 29, 1996, primarily 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 $833,000 was realized for the six-months ended 
February 29, 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 six-month period.

                               Interest Expense
  
Interest expense increased by $61,000 (22%) to $344,000 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 $4.3 
million note from an insurance company acquired during 1996, collateralized by 
real and personal property.
<PAGE>



                       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:

                   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: April 14, 1997                        AMCOR CAPITAL CORPORATION

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