FORM 10-QSB(A)
                         AMENDMENT NO. 1

                SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549
(Mark One)

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

For the fiscal year ended July 31, 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 number 0-10633

                   SEVEN OAKS INTERNATIONAL, INC.                 
   (Exact name of registrant as specified in its charter)

              TENNESSEE                          62-0850341       
     (State or other jurisdiction              (I.R.S. Employer 
   of incorporation or organization)          Identification No.)

700 Colonial Road, Suite 100
Memphis, Tennessee                                     38117      
(Address of principal executive offices)            (Zip Code)  

Registrant's telephone number, including area code (901) 683-7055 
       
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 such filing
requirements for the past 90 days.   Yes    X     No        

On September 13, 1995, the Registrant had 8,639,572 shares of its
Common Stock, $.10 par value, outstanding.

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



                                                       PART II


                          SIGNATURES

Pursuant to the requirements 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.


                                  Seven Oaks International, Inc.  
                                  Registrant


Date   October 24, 1995           /s/ Peter R. Pettit             
                                      Peter R. Pettit, Chairman   
                                      and Chief Executive Officer


Date   October 24, 1995           /s/ Jimmy H. Cavin              
                                      Jimmy H. Cavin
                                      Chief Financial Officer





                     SEVEN OAKS INTERNATIONAL, INC.
                            AND SUBSIDIARIES

                              EXHIBIT INDEX

                                                                  
10 (a)*  Agreement and Plan of Merger by and between JSM Newco,
         Inc., JSM Merger Sub, Inc., and Seven Oaks
         International, Inc.           

27**     Financial Data Schedule.                                 
       

*   Previously filed
**  Filed hereto