SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                              FORM 10-QSB/A-1



(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 1996
                                    OR

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from         to        

                     Commission file number   O-21831

                     International Sports Wagering Inc.          

     (Exact name of Small Business Issuer as specified in its
charter)


       Delaware                                   22-3375134   
(State or other jurisdiction of             (IRS Employer
 incorporation or organization)             Identification No.)

201 Lower Notch Road, Little Falls, NJ         07424           
(Address of principal executive offices)       (Zip Code)


Issuer's telephone number, including area code: (201) 256-8181


Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(D) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report) and (2) has been subject to such
filing requirement for the past 90 days.
Yes       No  X  


There were 7,749,269 shares of Common Stock outstanding at
February 10, 1997.


Transitional Small Business Disclosure Format (check one):
Yes       No  X 












                    International Sports Wagering Inc.
                             December 31, 1996
                              Form 10-QSB/A-1

                                   Index


Part I:   Financial Information

Item 1.   Financial Statements

          Balance Sheets at December 31, 1996 and September 30,
          1996

          Statements of Operations for the Three Months Ended
          December 31, 1996 and 1995 and May 22, 1995 (date of
          inception) to December 31, 1996 and 1995

          Statement of Changes in Stockholders' Equity for the
          Three Months Ended December 31, 1996 

          Statements of Cash Flows for the Three Months Ended
          December 31, 1996 and 1995 and May 22, 1995 (date of
          inception) to December 31, 1996 and 1995

          Notes to Financial Statements



































                    International Sports Wagering Inc.
                       (A Development Stage Company)
                              Balance Sheets


                                  Assets

                                   December 31,  September 30,
                                       1996           1996  
                                    (Unaudited)     (Note 1)  

Current Assets:
  Cash and cash equivalents         $ 7,357,878     $ 537,546
  Prepaid expenses and other
    current assets                      187,743         8,885 

      Total Current Assets            7,545,621       546,431 

Property and Equipment, net             283,169       304,466 

Other Assets                              4,062         4,258 

Deferred Financing Costs                   --          46,406 

      Total Assets                   $7,832,852     $ 901,561

                   Liabilities and Stockholders' Equity

Current Liabilities:
  Accounts payable                   $   18,350     $  42,382
  Accrued expenses                      384,239       143,265 

    Total Current Liabilities           402,589       185,647 

Stockholders' Equity:
  Preferred stock, par value $.001
    per share; 2,000,000 shares
    authorized, none issued or
    outstanding                             --             -- 
  Common stock, par value $.001 per
    share; 20,000,000 shares
    authorized, 7,524,269 and
    6,024,269 shares issued and
    outstanding, respectively             7,524         6,024
  Additional paid-in capital          9,041,020     1,687,089
  Deficit accumulated during the
    development stage                (1,618,281)     (977,199)

      Total Stockholders' Equity      7,430,263       715,914 

      Total Liabilities and
        Stockholders' Equity        $ 7,832,852    $  901,561 





See Notes to Financial Statements



                       International Sports Wagering Inc.
                         (A Development Stage Company)
                            Statements of Operations



                                                    May 22, 1995  

                           Three Months Ended (Date of Inception)
                             December 31,         to December 31,
                            1996        1995            1996     
 

Costs and Expense:
 Research and
  development expense   $ 179,273    $ 143,566      $   970,568
 General and
  administrative
  expense                 181,581       20,572          407,488 

    Operating Loss       (360,854)    (164,138)      (1,378,056)

Interest expense         (299,098)         --          (299,098) 

Interest Income            18,870        7,210           58,873 

    Net Loss            $(641,082)   $(156,928)     $(1,618,281)  

               
Net Loss per share      $    (.10)   $    (.02)     $      (.25)

Weighted average
 common shares
 outstanding            6,716,373    6,477,410        6,514,736 





















See Notes to Financial Statements


                       International Sports Wagering Inc.
                         (A Development Stage Company)
                  Statement of Changes In Stockholders' Equity
                  For the Three Months Ended December 31, 1996


                                                    Deficit
                                                  Accumulated
                                     Additional   During The  
                    Common Stock      Paid-In     Development
                  Shares   Amount     Capital       Stage      
Total

Balance at
 October 1,1996 6,024,269 $6,024 $1,687,089 $  (977,199)$715,914 
Net Loss                                        641,082)(641,082)

Issuance of
 Common Stock   1,500,000  1,500  7,353,931             7,355,431

Balance at
 December
31,1996        7,524,269  $7,524 $9,041,020 (1,618,281)$7,430,263

































See Notes to Financial Statements



                       International Sports Wagering Inc.
                         (A Development Stage Company)
                            Statements of Cash Flows

                                                     May 22, 1995 

                      Three Months Ended       (Date ofInception)
                           December 31,         to December 31,
                           1996        1995             1996    

Cash Flows from
 Operating Activities:
  Net Loss              $(641,082)   $(156,928)     $(1,618,281)
  Adjustment to
   reconcile net loss
   to net cash (Used in)
   operating activities:
    Depreciation and
     amortization          31,296        6,224          103,199
    Issuance of options
     to consultants           --           --            14,500
    Changes in assets
     and liabilities:
      Prepaid expenses
       and other current
       assets            (178,858)         413         (187,743)
      Other assets            --           --            (5,305)
      Accounts payable    (24,032)     (19,906)          18,350
      Accrued expenses    240,974        9,903          384,239
  Net Cash (Used In)
   Operating Activities  (571,702)    (160,294)      (1,291,041)

Cash Flows from Investing
 Activities:
  Purchase of property
   and equipment           (9,803)      (3,242)        (385,125)
 
Cash Flows from
 Financing Activities:
  Net Proceeds from
   issuance of common
   stock                7,401,837           10        9,034,044 

Net Increase (Decrease)
 in Cash and Cash
 Equivalents            6,820,332     (163,526)       7,357,878
   
Cash and Cash
 Equivalents,
 Beginning of Period      537,546      694,810              -- 

Cash and Cash
 Equivalents,
 End of Period        $ 7,357,878    $ 531,284      $ 7,357,878 

        
See Notes to Financial Statements




         



                    International Sports Wagering Inc.
                       Notes To Financial Statements


Note 1 -  Basis of Presentation:

        The balance sheet at the end of the preceding fiscal year
        has been derived from the audited balance sheet contained
        in the Company's Registration Statement and is presented 
        for comparative purposes.  All other financial statements
        presented are unaudited.  In the opinion of Management,
        all adjustments which include only normal recurring
        adjustments necessary to present fairly the financial
        position for all periods presented have been made.

        Footnote disclosures normally included in financial
        statements prepared in accordance with generally accepted
        accounting principles have been omitted in accordance
        with the published rules and regulations of the
        Securities and Exchange Commission.  These financial
        statements should  be read in conjunction with the
        financial statements and notes thereto included in the
        Company's Registration Statement.

Note 2 -  Net Loss Per Share of Common Stock:            

        Pursuant to the Securities and Exchange Commission Staff
        Accounting Bulletin Topic 4:D, stock issued and stock
        options and warrants granted during the 12-month period
        preceding the date of the planned Initial Public Offering
        ("IPO") have been included in the calculation of weighted
        average common shares outstanding for the periods prior
        to the ("IPO"), even when the impact of such incremental
        shares is antidilutive.  The computation of weighted
        average common shares and equivalents outstanding as
        follows:

        Weighted average common shares outstanding,
        exclusive of issuances within 12 months
        prior to the ("IPO")                      4,791,522

        Shares, options and warrants issued in
        periods prior to and within 12 months prior
        to the ("IPO") assumed to be outstanding for
        the period                                1,685,888

        Weighted average common shares applicable
        to ("IPO")                                  238,963

        Weighted average common shares and
        equivalents outstanding                   6,716,373  










                                SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) 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:   February 26, 1997   INTERNATIONAL SPORTS WAGERING INC.
                                      (Registrant)

                            S/BERNARD ALBANESE
                            Bernard Albanese, President,
                            Treasurer and Director










































     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated.


Dated:  February 26, 1997        S/BARRY MINDES
                                 Barry Mindes, Chairman of
                                 the Board of Directors
                                 (Principal Executive Officer)

Dated:  February 26, 1997        S/BERNARD ALBANESE
                                 Bernard Albanese, President,
                                 Treasurer and Director

Dated:  February 26, 1997        S/JENEENE NORMAN              
                                 Jeneene Norman, Chief
                                 Financial and Accounting
                                 Officer