UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

(Mark One)                        FORM 10-QSB/A
[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
     ACT OF 1934

     For quarterly period ended   January 31, 1996  

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT

     For the transition period from               to              


     Commission File Number     0-19064     

                                 NEMDACO, INC.                    
   
       (Exact name of small business issuer as specified in its
charter)


         COLORADO                                   84-1027731    
       
 (State of other jurisdiction of            (I.R.S. Employer
Identification
 incorporation or organization)             No.)



3888 East Mexico Avenue, Suite 240            Denver, Colorado 80210 
(Address of principal executive offices)                    (Zip code)


(Issuer's telephone number)     (303) 758-0133   


                                                                  
       
(Former name, former address and former fiscal year, if changed
since last report.)

Indicate by check whether 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 reports), and (2) has been subject to such filing requirements for the
past 90 days.
    [X] Yes   [ ] No        

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

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a confirmed by a court. 
   [ ] Yes   [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

  Common stock, $.01 par value                  6,095,400 shares

                                  Page 1 of 15

Form 10-QSB
THIRD QUARTER ENDED
JANUARY 31, 1996


                                   INDEX

                                                                  
                                                                      PAGE

NEMDACO, INC. AND SUBSIDIARY

PART I - FINANCIAL INFORMATION

  ITEM 1.  Financial Statements (Unaudited)

     Consolidated Balance Sheet as of January 31, 1996                   3

     Consolidated Statements of Operations for the three 
          and nine months ended January 31, 1996 and 1995                4

     Consolidated Statement of Stockholders' Equity for
          the period from May 1, 1995 to January 31, 1996                5

     Consolidated Statements of Cash Flows for the nine
          months ended January 31, 1996 and 1995                         6

     Notes to Consolidated Financial Statements                          7

  ITEM 2. Management's Discussion and Analysis of 
          Financial Condition and Results of Operations                  10

PART II - OTHER INFORMATION

     ITEMS 1 through 6                                                   12

EXHIBITS

      Exhibit 27 - Financial Data Schedule                               13
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