U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549



                          FORM 10-QSB/A



(Mark One)     [X] QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended June 30, 1998

          [   ] TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from
__________to__________


Commission File Number 000-22151  


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

     Colorado                                     93-0969365
(State or other jurisdiction of                   (IRS Employer
Identification No.)
  incorporation or organization)

              444 Madison Avenue, Suite 1710, New York, NY 10022
             (Address of principal executive offices)

                                 
                          (212) 750-7878
                   (Issuer's telephone number)

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 reports), Yes      No x ; and (2) has been subject
to
such filing requirements for the past 90 days. Yes x   No   

1,153,027 shares of Common Stock, no par value, outstanding on
July
20, 1998.

Amendment being filed to submit Exhibit 27.
                    PETHEALTH SYSTEMS, INC.
                  Form 10-QSB Quarterly Report
               For the Period Ended June 30, 1998
                       Table of Contents

                                                                  
                                                            Page
PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements                                3

     Unaudited Balance Sheets at June 30, 1998 and
     December 31, 1997                                       4

     Unaudited Statements of Operations For Three and Six
     Months Ended June 30, 1998 and June 30, 1997 and            
     From Inception (December 8, 1981) through 
     June 30, 1998                                           5   
     Unaudited Statements of Cash Flows For Six
     Months Ended June 30, 1998 and 1997 and From 
     Inception (December 8, 1981) to June 30, 1998           6

     Statement of Stockholders' Equity (Deficit)             7

Item 2.  Management's Discussion and Analysis of             8
       Financial Condition and Results of 
       Operations                                           

PART II -- OTHER INFORMATION                                 9

Item 1.  Legal Proceedings                                   9 

Item 2.  Changes in Securities                               9

Item 3.  Defaults Upon Senior Securities                     9

Item 4. Submission of Matters to a Vote of Security Holders  9

Item 5.  Other Information                                   9

Item 6.  Exhibits and Reports on Form 8-K                    9
     
SIGNATURES                                                   9

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.    Not applicable.

Item 2.   Changes in Securities.   None.

Item 3.   Defaults Upon Senior Securities.  Not Applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.   
          None.

Item 5.   Other Information.    None.

Item 6.   Exhibits and Reports of Form 8-K.    None.

Exhibit 27 - Financial Data Schedule (Electronic Filing Only)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed in its behalf by the undersigned,
thereunto duly authorized, on August 20, 1998.

          PETHEALTH SYSTEMS, INC.

          By: /s/ Robert Gordon                         
               Robert Gordon, President