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, 1995
                                      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  7, 1995      
   $0.01 Par Value                             5,530,661  

                            W-W CAPITAL CORPORATION

                                     Index

PART I                   FINANCIAL INFORMATION               PAGE NO.

Item 1                   Balance Sheets                          
                         September 30, 1995 and June 30, 1995    1
                         
                         Statements of Operations                
                           Three Months Ended                    
                           September 30, 1995 and 1994           3

                         Statements of Cash Flows                
                           Three Months Ended                    
                           September 30, 1995 and 1994           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            


Part 1-FINANCIAL INFORMATION


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

                                            Balance Sheet
                                    September 30,       June 30,
                                        1995              1995
                                         (Unaudited)
<S>                                 <C>                 <C>
Assets
Current assets:
  Cash                            $     5,522      $      124,458
  Trade accounts receivable         2,532,314           1,913,949
  Less allowance for doubtful       ( 197,008)           (197,008)
  accounts
     Net accounts receivable        2,335,306           1,716,941
  Accounts receivable, other           26,150              18,574
  Accounts receivable, employee         2,768               6,946
  Accounts receivable, related        101,415             100,114
  party
  Inventories:
     Raw materials                    417,508             417,094
     Work-in-process                  171,616             206,817
   Finished goods                   2,647,419           2,827,991
     Total inventories              3,236,543           3,451,902
  Deferred taxes                      118,348             118,350 
  Prepaid expenses                     33,364              72,961
  Current portion of notes             43,210              48,310
  receivable
Total current assets                5,902,626           5,658,556
Property and equipment, at cost     4,347,631           4,327,267
  Less accumulated depreciation
  and amortization                ( 1,626,853 )       ( 1,525,737 )
     Net property and equipment     2,720,778           2,801,530

Other Assets:
  Long-term notes receivable from
     stockholders, net of current      22,378              34,869
     portion
 Long-term notes receivable from       23,374              23,027
     parties, other affiliated 
     entities and related
     net of current portion            
  Real Estate held for resale         374,280             373,960
  Accounts and notes receivable,      537,951             539,151
  other

  Covenant not to compete, net of
     accumulated amortization          28,442              35,268
  Other assets                         88,418              81,156
     Total other assets             1,074,843           1,087,431
     TOTAL ASSETS                 $ 9,698,247      $    9,547,517
</TABLE>
<TABLE>
<CAPTION>
                                              
                          Continued on following page<PAGE>
                See accompanying notes to financial statements.
                            W-W CAPITAL CORPORATION
                            Balance Sheet, Continued

                                  September 30,           June 30,
                                      1995                 1995    
                                   (Unaudited)
<S>                                    <C>                 <C>
Liabilities
Current Liabilities:                         
  Accounts Payable                   $ 2,321,505       $   2,143,658
  Revolving credit note payable        1,811,613           1,662,613
  to Bank
Accrued property taxes                    42,650              31,892
  Accrued payroll and related taxes      147,787             128,317
  Accrued interest payable                25,903              30,656
  Accrued commissions                    166,936             165,327
  Current portion of long-term           341,213             354,710
  payables
Current portion of notes payable to
   related parties                        35,125              35,125
  Other current liabilities               24,961              22,450
     Total current liabilities         4,917,693           4,574,748

Other Liabilities:
  Long-term note payable to financial 
   institutions net of current         1,625,279           1,692,624
   portion
Deferred taxes                            79,246             102,585
  Other Long-term liabilities             28,646              35,521
     Total other Liabilities           1,733,171           1,830,730

     TOTAL LIABILITIES                 6,650,864           6,405,478

Stockholders' Equity
  Common stock: $.01 par value 
  15,000,000 shares authorized 
  5,530,661 shares issued and 
  outstanding at September 30,
  1995, and June 30, 1995, 
  respectively                            55,306              55,306
  
  Capital in excess of par value       3,304,099           3,304,099
  Accumulated Deficit                  ( 293,116 )         ( 198,460 )
                                       3,066,289           3,160,945
  Less 20,264 shares of treasury 
  stock at cost                         ( 18,906 )          ( 18,906 )
  
     TOTAL STOCKHOLDERS' EQUITY        3,047,383           3,142,039

     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY            $ 9,698,247         $ 9,547,517
</TABLE>
     
<TABLE>
<CAPTION>
                See accompanying notes to financial statements.
                              W-W CAPITAL CORPORATION
                             Statements of Operations
                                    (Unaudited)
                                       Three Months Ended
     
                                            September 30,     
                            ____________________________________________
                                    1995             1994
<S>                                 <C>              <C>     
Net Sales                         $ 4,067,632      $ 4,320,411 
                                             
Cost of goods sold                  3,372,234        3,491,497 
                                                              
  Gross profit                        695,398          828,914 
     

Operating expenses:
  Selling expenses                    353,561          331,807 
                                              
  General and administrative          401,224          369,867      
  expenses
                                             
     Total operating expenses         754,785          701,674 
                                              

     Operating (loss) earnings       ( 59,387 )        127,240 
     

Other income (expense):                                        
  
  Interest income                      35,769           17,517 
     
  Interest expense                  ( 101,819 )       ( 81,684 )
     
  Gain (Loss) on sale of assets            -             3,000 
                                              
  Other income (expense), net           7,442           20,558 
                                             
     Total other income (expense)    ( 58,608 )       ( 40,609 )
                                             

(Loss) Earnings before income taxes ( 117,995 )         86,631      

     
Provision for deferred income taxes  ( 23,339 )         10,408     
   

  Net (loss) earnings              $ ( 94,656 )   $     76,223  
                                             

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

Weighted average number of                                     
common shares outstanding           5,530,661        5,419,115 
</TABLE>
<TABLE>
<CAPTION>
                  See accompanying notes to financial statements.
                           W-W CAPITAL CORPORATION
                          Statement of Cash Flows
                                (Unaudited)

                                             Three Months Ended      
                                                 September 30,     
                          ________________________________________________
                                        1995              1994
<S>                                     <C>               <C>
Cash flows from operating activities:

  Net (loss) earnings                 $ (  94,656 )    $     76,223 
     
  Adjustments to reconcile net 
  earnings to net cash provided by 
    (used in) operating activities:
  Depreciation and amortization           109,300            92,773 
       
  Loss (Gain) on property and equipment         -         (   3,000 )
     
  Provisions for loss on accounts and 
  notes receivable                              -            35,000 
                                             
  Interest income added to notes 
receivable - affiliates                       347                 -  
       
  Deferred income taxes                  ( 23,339 )          10,408 
     
  Other                                  ( 3,302  )               - 

Changes in assets and liabilities:
  Accounts receivable                   ( 618,365 )       ( 347,893 )
     
  Inventories                             215,359           400,338 
     
  Other current and non-current assets     22,013         (  36,237 )
     
  Accounts payable                        177,847         ( 167,611 )
  Accrued expenses 
     and other current liabilities         29,595         ( 102,380 )
       
       Net cash (used in) provided by 
  operating activities                 (  185,201 )      (   42,379 )
       

Cash flows from investing activities:
  Increase in real estate held for sale    (  320 )               - 
  Purchase of property and equipment     ( 20,364 )      (  206,847 )
     
  Proceeds from other notes receivable     13,200         (  32,812 )
       
  Proceeds from stockholders' 
  notes receivable                          5,591             5,312            
                                    
  
  Net cash (used in) provided by 
  investing activities                     (1,893 )       ( 234,347 )
</TABLE>
     
<TABLE>
<CAPTION>
                        (Continued on following page)

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

                                              Three Months Ended
                                             September 30,       
                                                  

                                            1995           1994
<S>                                         <C>            <C> 
Cash flows from financing activities:
  Proceeds from lines of credit            $  149,000     $   148,160 
  Payments on notes payable to financial
     institutions and government entities   (  85,542 )     (  37,607 )
     
  Payments on notes payable to affiliates           -       (   2,775 )
  
  Proceeds from notes payable                   4,700         204,643 
       

Net cash provided by (used in) financing 
    activities                                 68,158         312,421 
     

  Net (decrease)  increase in cash          ( 118,936 )        35,695 
     
  Cash at beginning of period                 124,458          52,944 
     

     Cash at end of period                $     5,522      $   88,639 
       
     

  Supplement schedule of non cash investing 
    and financing activities                        -               - 
  
  
Supplemental disclosures of cash flow 
   information:
  Cash paid during the period for interest $  105,942      $   79,295 
          
</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, 1995.  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, 1995, are not necessarily indicative of the result
that may be expected for the year ended June 30, 1996.


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 dilative 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, 1995, included in its Annual Report on
Form 10-K for the nature and type of related party transactions.

     The related party transactions include sales commission paid
to Agri-Sales Associates which had entered into a sales and
marketing agreement with the Company.  The former owner of Eagle
Enterprises is also the principal owner of Agri-Sales and holder
of  the Company's restricted common stock, as more fully
discussed in the Annual Report on Form 10-K for the year ended
June 30, 1995.

     A summary of the related party transactions that effect the
Company's statement of operations for the three months ended
September 30, 1995, and 1994, respectively, is as follows:

<TABLE>
<CAPTION>
                                             Three Months Ended         
     
                                                September 30,       
                                           1995           1994
<S>                                        <C>            <C>
Transactions with
Related Parties                                     

Rent expense                           $   15,000      $   15,000              
     
Interest income                           $ 1,841      $    2,222           
     

Interest expense                          $   878      $    2,047             

Commission expense                        $     0      $  165,966      
</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 loss of  $94,656, for the quarter
ended September 30, 1995, as compared to a net earnings of
$76,223 in 1994. 

     Net sales decreased to $ 4,067,632 for the three months
ended September 30, 1995, compared to $ 4,320,141 for 1994.   The
following table represents actual sales by segment group.

     Sales by segment group:
<TABLE>
<CAPTION>
                                        Three Months Ended
                                           
                                                September 30
                                          1995         1994
<S>                                       <C>            <C>
     Livestock Handling Equipment       $ 2,269,313    $ 2,397,806          
     Water and Environmental Products     1,798,319      1,922,605
           
          Total Net Sales               $ 4,067,632    $ 4,320,411
</TABLE>

  The sales in the water and environmental product segment
decreased $124,286  or 6.5% as compared to corresponding period
in 1995.  This decrease can be attributed to the wet weather
conditions in the midwest during the spring and summer period
having an effect on the water supplies aspect of the business. 
Cut backs by governmental agencies has had a affect on sales of
the various environmental products produce by the Company.  The
Company has concentrated its efforts to establish new distributors 
and manufacturer's representatives on both the east and west coasts 
to expand its market area so that weather and economics in a certain 
area will not have a major impact on sales.

  During the quarter ended September 30, 1995, sales in the
livestock handling equipment segment declined $128,493 or 6.5%. 
The decline in sales are due to a concern in the cattle industry
about beef prices, and the extreme hot weather experienced all
across the United States, thereby, creating a weaker demand for
the traditional W-W Manufacturing equipment.  A decline in sales
was felt most strongly in the first month of the quarter but 
improved  as the Company moved into its stronger fall selling
season.  During the quarter ended September 30, 1995, W-W
Manufacturing had a special order which accounted for
approximately $533,000 of the total sales in this segment.  This
sale helped offset the decline in sales orders from regular
customers.  The Company can expect sales in the livestock
handling equipment to remain soft as long as beef prices remain
low and some experts in the cattle industry predict beef prices
to remain low for the next twelve to eighteen months.  However,
during this period the Company is taking steps to maintain and
gain market share by expanding its sales and marketing efforts to
the upper midwest and western United States areas that have not
been traditionally strong markets for the Company in the past.

  Historically, W-W Manufacturing has sold its equipment to the
larger ranchers and not to smaller operators because along with
higher quality and durability comes higher prices.  Therefore,
smaller operators opted for lower priced equipment because the
size of their herd, they could not justify the price for W-W
Manufacturing equipment.  In order to meet the needs of the
smaller price conscious operator, the Company has designed a new
line of quality equipment which will be priced lower than the
traditional equipment.  Additionally, the Company expects to
reintroduce a line of feed equipment and gates during the late
second or early third quarter of fiscal 1996.  It is expected
that these new products will help gain market share in the south
and southeast, because those regions have a larger number of
small operators.

  Gross profit margins decreased from 19.18% in 1994 to 17.09%
in 1995 on an overall Company basis.  The gross profit margin in
the livestock handling equipment decreased from 18.86% in 1994 to
17.99% in 1995.  This decline is principally a result of lower
gross profit margin on "specials" which accounted for
approximately 23.4% of total sales in the livestock handling
equipment segment during the quarter.   Eagle continued to show
improvement in its operating results.  Eagle had a operating loss
of $97,452 during the quarter ended September 30, 1995 as
compared to an operating loss of $171,115 in corresponding
quarter in 1994.  Product sales shipped out of the Eagle
manufacturing facility totaled $587,915 in 1995.  Management has
estimated Eagle's breakeven point to be approximately $200,000 to
$225,000 in shipments per month.  It is anticipated that Eagle's
shipments will increase as production of the reintroduced feed
equipment, gates and new lower priced cattle handling equipment
starts, during the late second or early third quarter of fiscal
1996.  These new products will be targeted for the market area
Eagle supplies.

  Gross profit margins in the water and environmental product
segment decreased from 19.6% in 1994 to 15.97% in 1995.  This
decline corresponds to higher depreciation and other costs
associated with the new manufacturing facility which was
completed in December 1994.  Presently, this facility is not
being utilized to its fullest capacity due to sluggish sales.

  The selling expenses  as a percent of sales increased to 8.69%
in 1995 as compared to 7.67% in 1994.  The increase 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 new 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 inventories, that
they will start ordering W-W livestock handling equipment.

  General and administrative expenses increased $31,406 in 1995
as compared to 1994.  This increase is a combination of higher
legal fees involving lawsuits and higher corporate travel costs
incurred.  Corporate management has spent a majority of their
time assisting management of the subsidiaries in developing new
product lines, sales force and marketing plans.  

  Interest expense increased $20,135 during the quarter ended
September 30, 1995, as compared to the corresponding quarter in
the prior year.  This increase can be attributed to increase in
borrowing on the lines of credit and interest incurred on the
funds borrowed to build Titan's new facility which was completed
in December 1994.  Inflation has not had a significant effect on
operations in the recent years because of the relatively modest
rate of price increases in the United States.

(B)  Liquidity and Capital Resources

  The Company used $185,201 cash in operating activities in 1995
as compared to $42,372 in 1994.  This was the result of an
increase of $618,365 in accounts receivable.  The majority of
this increase related to the $533,000 receivable on "specials"
shipped at the end of the quarter, which was collected in full in
October.  Even though inventory levels have declined since June
30, 1995, management feels that additional reductions can be made
without effecting sales.  As the Company continues to reduce
inventory, liquidity will improve and  management expectes,
corresponding reduction in debt and interest expense.

  The Company is currently in the process of renewing its
banking arrangements with its primary lender on terms similar to
which is presently in effect.  Currently Eagle is 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.

  During the quarter ended September 30, 1995, the Company made
capital additions of $20,364 down from $206,487 in 1994.  W-W
Manufacturing is currently in discussions with the City of Dodge
City, Kansas regarding the issuance of $1,400,000 of Industrial
Revenue Bonds.  Said proceeds would be used to acquire the Dodge
City Manufacturing facility and provide funds for additions,
improvements and remodeling.  Under the terms of the indenture,
W-W Manufacturing would lease the facility from the City of Dodge
City for monthly pro-rata amounts sufficient to pay all principal
and interest due on said bonds.  W-W Manufacturing has an option
to purchase property at any time for an amount equal to full
amount required to pay-in-full or redeem all outstanding bonds
plus $10.00.

  Subsequent to September 30, 1995, the Company received
approximately $80,000 as payment toward principal and interest on
its note receivable in the amount of $440,218. This note received
as part of the proceeds from the December 1994 sale of real
estate.  These payments and future payments received will be used
primarily to reduce debt, thereby, improving liquidity.

  Management believes with net cash provided from operations,
available lines of credit and the Company's ability to obtain
additional long-term financing, 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: February 7, 1996            
By:________________________________
                                   Robert W. Claar, Chief
Financial Officer



Dated: February 7, 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: February 7, 1996            By:         /s/ Robert W.
Claar               
                                   Robert W. Claar, Chief
Financial Officer



Dated: February 7, 1996            By:     /s/ Steve D. Zamzow    
             
                                 Steve D. Zamzow, President & CEO