SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

        Filed pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of 1934 and Rule 13a-17 or 15d-17 thereunder

                               CARLYLE GOLF, INC.
                 (Exact name of issuer as specified in charter)

                          Commission File No.: 0-24160

              10550 E. 54th Avenue, Unit E, Denver, Colorado 80239
                    (Address of principal executive offices)

         Issuer's telephone number, including area code:  (303) 371-2889

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
outstanding:

1.   Title of security:  Common Stock, $.001 par value.

2.   Number of shares outstanding before the change: 4,156,451

3.   Number of shares outstanding after the change:  4,892,474

4.   Effective date of change:  July 11, 1996

5.   Method of change:  Issuances and cancellation under Company Plans and a
     Private Placement

     Give brief description of transaction:  Share issuances and cancellations
     were made under Company Plans and share issuances were made pursuant to a
     private placement


                          II.  CHANGE IN NAME OF ISSUER

1.   Name prior to change:  N/A

2.   Name after change:  N/A

3.   Effective date of charter amendment changing name:  N/A

4.   Date of shareholder approval of change, if required:  N/A



Date:  July 18th, 1996           /s/ Jerome M. Hause
                                 Jerome M. Hause, President