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

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES    
EXCHANGE ACT OF 1934
     For Quarterly Period Ended September 30, 1996
                                      OR
(  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934
     For the transition period from _______________  to __________________ 

Commission File No. 0-17757
                                       
                           W-W CAPITAL CORPORATION
            (exact name of Registrant as specified in its charter)

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

               11990 Grant Street, Suite 400, Northglenn, CO 80233
          (Address of principal executive offices, including zip code)
                                 (303) 452-5000
              (Registrant's telephone number, including area code)
                                 Not Applicable
   (Former name, address and former fiscal year, if changed since last report)

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

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

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

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

Title of Each Class                    Number of Shares Outstanding
   Common stock                            at November  21, 1996      
   $0.01 Par Value                             5,540,661  
<PAGE>

                            W-W CAPITAL CORPORATION

                                     Index

PART I                   FINANCIAL INFORMATION               PAGE NO.

Item 1                   Balance Sheets                          
                         September 30, 1996 and June 30, 1996    1
                         
                         Statements of Operations                
                           Three Months Ended                    
                           September 30, 1996 and 1995           3

                         Statements of Cash Flows                
                           Three Months Ended                    
                           September 30, 1996 and 1995           4

                         Notes to Financial Statements           6

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

PART II                  OTHER INFORMATION                       

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


                         SIGNATURES                             14
<PAGE>

                          Part 1-FINANCIAL INFORMATION

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

                                  Balance Sheet

                                                    September 30,       June 30,
                                                        1996              1996
                                                    ------------      ----------
                                                    (Unaudited)
<S>                                                    <C>            <C>
Assets
Current assets:
  Cash ...........................................     $  160,708     $  131,022
  Trade accounts receivable ......................      2,126,501      1,970,549
  Less allowance for doubtful accounts ...........        143,632        143,632
     Net accounts receivable .....................      1,982,869      1,826,917
  Accounts receivable, other .....................         23,355         21,240
  Accounts receivable, employee ..................            346           --
  Accounts receivable, related party .............        132,221        132,221
  Inventories:
   Raw materials .................................        370,382        422,774
   Work-in-process ...............................        186,767        206,200
   Finished goods ................................      2,764,811      2,798,534
     Total inventories ...........................      3,321,960      3,427,508
  Deferred taxes .................................         99,814         99,814
  Prepaid expenses ...............................         70,016         18,567
  Current portion of notes receivable ............        168,240        170,010
     Total current assets ........................      5,959,529      5,827,299
Property and equipment, at cost ..................      4,527,937      4,503,432
  Less accumulated depreciation
  and amortization ...............................     ( 2,001,253 )  ( 1,901,838 )
     Net property and equipment ..................      2,526,684      2,601,594

Other Assets:
  Long-term notes receivable from
     stockholders, net of current portion ........          2,633          9,372
  Long-term notes receivable from
     parties, other affiliated entities
     and related net of current portion ..........         15,610         15,610
  Real Estate held for resale ....................        380,074        379,414
  Accounts and notes receivable, other ...........          9,218          9,218
  Covenant not to compete, net of
     accumulated amortization ....................          1,138          7,964
  Other assets ...................................         41,239         43,437
     Total other assets ..........................        449,912        465,015
     TOTAL ASSETS ................................     $8,936,125     $8,893,908
</TABLE>
                                              
                          Continued on following page
<PAGE>

                See accompanying notes to financial statements.
                            W-W CAPITAL CORPORATION
                            Balance Sheet, Continued
<TABLE>
<CAPTION>

                                  September 30,               June 30,
                                      1996                         1996    
                                      -------------------------------------
                                   (Unaudited)
<S>                                                    <C>            <C>
Liabilities
Current Liabilities:
  Accounts Payable ...............................     $2,279,301     $2,243,753
  Revolving credit note payable to Bank ..........      1,734,000      1,734,000
  Accrued property taxes .........................         41,169         27,523
  Accrued payroll and related taxes ..............        147,305        135,842
  Accrued interest payable .......................         10,342         13,344
  Accrued commissions ............................         30,000         30,000
  Current portion of long-term payables ..........        274,539        283,833
  Current portion of notes payable to
   related parties ...............................         31,166         32,465
  Other current liabilities ......................         34,622         41,641
     Total current liabilities ...................      4,582,444      4,542,401

Other Liabilities:
  Accrued Commissions Related Party ..............        150,000        150,000
  Long-term note payable to financial
   institutions net of current portion ...........      1,616,084      1,655,218
  Deferred taxes .................................         99,814         99,814
  Other Long-term liabilities ....................         10,716         22,235
     Total other Liabilities .....................      1,876,614      1,927,267

     TOTAL LIABILITIES ...........................      6,459,058      6,469,668

Stockholders' Equity
  Common stock: $.01 par value 15,000,000
   shares authorized 5,530,661 shares
   issued and outstanding at September
   30, 1996, and June 30, 1996, respectively .....         55,306         55,306

  Capital in excess of par value .................      3,304,099      3,304,099
  Accumulated Deficit ............................      ( 863,432 )    ( 916,259 )
                                                        2,495,973      2,443,146
  Less 20,264 shares of treasury stock at
   cost ..........................................       ( 18,906 )     ( 18,906 )

     TOTAL STOCKHOLDERS' EQUITY ..................      2,477,067      2,424,240

     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY ........................     $8,936,125     $8,893,908
     
</TABLE>

                See accompanying notes to financial statements.
                              W-W CAPITAL CORPORATION
<TABLE>
<CAPTION>

                            Statements of Operations
                                   (Unaudited)

                                                   Three Months Ended
                                                      September 30,     
                                    ____________________________________________
                                                  1996             1995
<S>                                            <C>            <C>                                          
Net Sales .............................        $3,812,848     $4,067,632

Cost of goods sold ....................         3,053,686      3,372,234

  Gross profit ........................           759,162        695,398


Operating expenses:
  Selling expenses ....................           278,430        353,561

  General and administrative expenses .           358,035        401,224

     Total operating expenses .........           636,465        754,785


     Operating (loss) earnings ........           122,697       ( 59,387 )

Other income (expense):

  Interest income .....................            18,887         35,769

  Interest expense ....................          ( 95,305 )    ( 101,819 )

  Gain (Loss) on sale of assets .......               386           --   

  Other income (expense), net .........             6,162          7,442

     Total other income (expense) .....          ( 69,870 )     ( 58,608 )


  Earnings (Loss) before income taxes .            52,827      ( 117,995 )


Provision for deferred income taxes ...               --         (23,339 )


  Net earmomgs (loss) .................        $   52,827    $  ( 94,656 )



Earnings (loss) per common share: .....        $      .01    $   (   .02 )


Weighted average number of
common shares outstanding .............         5,530,661      5,530,661
</TABLE>

                  See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                          W-W CAPITAL CORPORATION
                          Statement of Cash Flows
                                (Unaudited)

                                                           Three Months Ended      
                                                              September 30,     
                                                      __________________________
                                                            1996         1995
                                                          -------     --------
<S>                                                    <C>          <C>
Cash flows from operating activities:
  Net earnings (loss) ...............................   $  52,827    $ (94,656)

  Adjustments to reconcile net earnings to net
     cash provided by (used in) operating activities:
  Depreciation and amortization .....................     100,367      109,300

  Loss (Gain) on property and equipment .............   (     386)        --   

  Interest income added to notes receivable
     - affiliates ...................................        --            347

  Deferred income taxes .............................        --       ( 23,339 )
  Other .............................................        --        ( 3,302 )

Changes in assets and liabilities:
  Accounts receivable ...............................   ( 155,952 )  ( 618,365 )
  Inventories .......................................     102,548      215,359

  Other current and non-current assets ..............    ( 52,450 )     22,013

  Accounts payable ..................................      35,548      177,847
  Accrued expenses
     and other current liabilities ..................      14,258       29,595

       Net cash (used in) provided by operating
       activities ...................................      96,760   (  185,201 )
Cash flows from investing activities:
  Increase in real estate held for sale .............     (   660 )   (    320 )
  Purchase of property and equipment ................    ( 25,205 )   ( 20,364 )

  Proceeds from other notes receivable ..............       2,347       13,200
  Proceeds from stockholders' notes receivable ......       6,161        5,591

       Net cash (used in) provided by investing
       activities ...................................     (17,357 )     (1,893 )
</TABLE>

     
<PAGE>

                        (Continued on following page)

                           W-W CAPITAL CORPORATION
<TABLE>
<CAPTION>

                      Statement of Cash Flows, Continued
                                 (Unaudited)

                                                           Three Months Ended      
                                                              September 30,     
                                                      __________________________
                                                            1996         1995
                                                          -------     --------
                                             
<S>                                                  <C>             <C>
Cash flows from financing activities:
  Proceeds from lines of credit .............        $      --       $   149,000
  Payments on notes payable to financial
     institutions and government entities ...           ( 82,574 )    (   85,542 )

  Payments on notes payable to affiliates ...          (   1,299 )          --   
  Proceeds from notes payable ...............             34,156           4,700


     Net cash provided by (used in) financing
     activities .............................           ( 49,717 )        68,158


  Net (decrease)  increase in cash ..........             29,686       ( 118,936 )

  Cash at beginning of period ...............            131,022         124,458


     Cash at end of period ..................         $  160,708        $  5,522



Supplemental disclosures of cash flow
   information:
  Cash paid during the period for interest ..         $   98,307      $  105,942
</TABLE>
       



               See accompanying notes to financial statements.


                             W-W CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

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

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  They do not include all  information  and  footnotes  necessary for a fair
presentation  of financial  position,  results of operations and changes in cash
flows in conformity with generally accepted accounting  principles for full-year
financial  statements.  However,  except as disclosed herein,  there has been no
material  change  in the  information  disclosed  in the  notes  to W W  Capital
Corporation's  financial  statements  included in its Annual Report on Form 10-K
for the year ended June 30, 1996. In the opinion of management,  all adjustments
(consisting of normal recurring accrual basis adjustments)  considered necessary
for a fair  presentation  have  been  reflected  in the  accompanying  financial
statements.  Operating  results for the three month period ended  September  30,
1996, are not necessarily  indicative of the result that may be expected for the
year ended June 30, 1997.


NOTE 2 - NET EARNINGS PER SHARE

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


NOTE 3 - RELATED PARTY TRANSACTION

     The Company has a number of related party  transactions.  See the footnotes
to W W Capital  Corporation  financial  statements  for the year  ended June 30,
1996,  included  in its  Annual  Report on Form 10-K for the  nature and type of
related party transactions.


<PAGE>

     A summary of the  related  party  transactions  that  effect the  Company's
statement of operations for the three months ended September 30, 1996, and 1995,
respectively, is as follows:
<TABLE>
<CAPTION>

                                        Three Months Ended         
                                          September 30,       
     

Transactions with
-----------------
Related Parties                        1996          1995             
---------------                    -----------    -----------
<S>                                 <C>          <C>
Rent expense                        $  15,000    $  15,000              
     

Interest income                     $     739    $   1,841             
     

Interest expense                    $     801    $     878             
</TABLE>
     

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

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

(A)  Analysis of Results of Operations

     The Company has a net earning of $87,160,  for the quarter ended  September
30, 1996, as compared to a net loss of $94,656 in 1995.

     Net sales decreased to $ 3,812,848 for the three months ended September 30,
1996,  compared to $ 4,067,632 for 1995. The following table  represents  actual
sales by segment group.
<TABLE>
<CAPTION>

     Sales by segment group:
                                             Three Months Ended
                                                September 30
                                                ------------
                                             1996              1995
                                             ----------------------
<S>                                      <C>               <C>
     Livestock Handling Equipment        $ 1,937,912       $ 2,269,313     
     Water and Environmental Products      1,874,936         1,798,319          
                                           ---------         ---------          
          Total Net Sales                $ 3,812,848       $ 4,067,632
                                         ===========       ===========
</TABLE>


     The decline in livestock  handling  equipment  sales can be  attributed  to
lower sales of $52,823 by Eagle and $278,578 by W-W  Manufacturing.  The overall
decrease in sales to Eagle's and W-W  Manufacturing's  dealers and  distributors
were offset by higher sales of  "specials".  Special  sales consist of equipment
sales to fairs,  expo centers,  rodeos and  universities.  It is estimated  that
special sales comprised approximately $625,000 to $675,000 of the total sales in
the livestock equipment handling segment for the quarter.

     During late winter and spring of fiscal 1996,  Eagle  reintroduced its feed
equipment and W-W Manufacturing introduced its new lower priced line of Wrangler
and  Cowhand  gates  and  panels.  Sales of  these  products  had not been  what
Management had predicted because of production  problems and lack of demand from
customers,  due to historically low beef prices,  weather  conditions and record
high grain prices. Special sales of livestock handling equipment has been strong
during the first quarter of fiscal 1997, while  traditional sales to dealers and
distributors  have  been  flat.  As the  beef  prices  strengthened  and  market
conditions improved during August and September traditional sales to dealers and
distributors also improved. Overall prices and conditions in the cattle industry
continue  to show  upward  movement  during  the fall and are  expected  to hold
through the year. This will continue to effect the  traditional  sales to dealer
and  distributors  and along with new products and new product  improvements the
Company is expecting sales to improve over 1996 levels.

     The Company is presently  exploring new products to sell through its dealer
and Distributor network.  These products not only will increase sales, but sales
of these  products will not be effected,  when beef prices  decline  again.  The
Company is introducing water stock tanks, dog kennels and new shelters and barns
for horses.  The Company is also  negotiating  with a high tech  company  making
ultra-sound equipment for cattle. This product will help the feeder and feed lot
greatly  reduce its feeding  cost per animal by  analyzing  the animals back fat
level,  therefore,  allowing  shipment  to the packer at the  optimal  time.  If
negotiations are successful, the Company would have exclusive right to sell this
product  for an  extended  period of time  before any other  companies  would be
allowed to offer it for sale.

     While  sales  increased  overall by $76,617 in the water and  environmental
products segment,  sales of water well supplies actually declined.  This decline
was offset by increases in sales of  manufactured  goods such as flush joint PVC
screen casting, and its new product slotted  high-density  polyethylene pipe for
the horizonal  drilling  market.  The decline in sales of water well supplies is
directly  related to wet weather  experienced  in Nebraska,  Kansas and Oklahoma
during the year.  Decline in spending by both the Federal and State agencies had
hurt sales of well  monitoring  equipment.  But this  decline has been offset by
stronger demand for manufactured products by customers in the private sector and
development of new markets such as the mining  industries,  and waste  treatment
areas,  which are realizing  new market for Titan.  It is  anticipated  the 1997
sales will improve slightly over 1996 sales levels approximately 2% to 3%.

     Gross profit  margins  increased from 17.09% in 1994 to 20.0% in 1996 on an
overall  Company  basis.  The  gross  profit  margin in the  livestock  handling
equipment  increased  from  17.99% in 1995 to 23.0% in 1996.  This  increase  is
principally  a result of higher gross profit margin by Eagle during the quarter.
Eagle had a operating  profit of $25,447 during the quarter ended  September 30,
1996 as compared to an  operating  loss of $97,452 in  corresponding  quarter in
1995.  Product sales  shipped out of the Eagle  manufacturing  facility  totaled
$545,091  in  1996.  Management  has  estimated  Eagle's  breakeven  point to be
approximately  $145,000  to  $175,000  in  shipments  per  month.  This  revised
breakeven  point  takes in account the  reduction  of labor and other cuts which
management has put into place.

     Gross  profit  margins  in the  water  and  environmental  product  segment
increased  from 15.97% in 1995 to 16.79% in 1996.  This increase  corresponds to
the increase in sales of manufactured products which has a higher profit margin.

     The selling  expenses as a percent of sales  decreased  to 7.31% in 1996 as
compared  to 8.69% in 1995.  The  7.31% in 1996 is  comparable  to 7.67% for the
quarter ended  September 30, 1994. The higher  selling  expense in the livestock
segment in 1995 can be  contributed  to the  Companies  efforts  to develop  new
dealers  and  distributors  and  expand its  selling  areas to new  markets  not
presently being covered. The Company spent considerable money on product videos,
new sales  books and sales  aids.  To  promote  its new  products,  the  Company
increased its advertising  and show expense.  High cost relative to following up
the over  selling  of  products  when  the  Company  was  being  represented  by
Agri-Sales.  Sales salaries have remained relatively unchanged, while sales have
been lower due to beef prices.

     The 1995  increase  in selling  expense  is a  function  of the cost of the
establishing  sales force in the livestock  handling  equipment  segment,  while
sales have declined. The Company has been successful in establishing new dealers
and distributors in areas where the Company has not had a strong presence. It is
anticipated  that as cattle prices improve and the new dealers and  distributors
reduce their present inventories of products, that they will start stocking W- W
livestock handling equipment.

     General and administrative expenses declined $43,189 in 1996 as compared to
1995.  This  decrease is due to lower legal  expenses and a reduction in general
and administrative personnel at the subsidiaries.

(B)  Liquidity and Capital Resources

     The Company  generated  $96,760 from  operations  during the quarter  ended
September  30, 1996.  This  improvement  is due to the Company  generating a net
operating profit and reduction in inventory levels.  As Management  continues to
monitor  inventory  levels,  improve  receivable  collections,  reduce cost, and
improve  efficiencies the Company should continue to provide cash from operating
activities.

     The Company is  continuing  to  negotiate a plan to develop its 95 acres of
real estate in Mansfield Texas.  Presently management is finalizing an agreement
with a joint venture partner,  who will provide the development  plans and funds
and the Company will provide the land. Based on preliminary plans the land would
be divided into 30 2.5 acre parcels selling for  approximately  $40,000 per lot.
Total  development cost is estimated at $300,000 to $350,000.  It is anticipated
that  completion  of the  project  would be 12 - 18 months from  inception.  The
Company plans to start the project  during third  quarter of the current  fiscal
year if the Company can finalize it agreement with the joint venture partner.

     The  Company  is   currently   in  the  process  of  renewing  its  banking
arrangements  with its primary lender on modified terms to which is presently in
effect.  Currently Eagle and W-W  Manufacturing are in violation of certain loan
covenants  with both First  American  National  Bank and Bank IV,  Kansas due to
prior net operating  losses.  Management has discussed these violations with the
Banks and  neither  Bank  indicated  that they would  accelerate  payment of the
respective loans.

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

<PAGE>

                                  PART II
                             OTHER INFORMATION
                                     
ITEM 1.    LEGAL PROCEEDINGS
--------   --------------------

  Not Applicable

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

  Not Applicable


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

  Not Applicable

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

  Not Applicable

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

  Not Applicable

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

  Exhibit 27 Financial Data Schedule

<PAGE>

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.
     
                                   W W CAPITAL CORPORATION
                                        (Registrant)

Dated: November 21, 1996           By:________________________________
                                   Robert W. Claar, Chief Financial Officer



Dated: November 21, 1996           By:________________________________
                                   Steve D. Zamzow,  President  & CEO


<PAGE>

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.
                                   
                                   W W CAPITAL CORPORATION
                                        (Registrant)

Dated: November 21, 1996           By:     /s/ Robert W. Claar                  
                                    Robert W. Claar, Chief Financial Officer  



Dated: November 21, 1996           By:     /s/ Steve D. Zamzow                 

                                   Steve D. Zamzow,  President  & CEO