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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                FORM 10-QSB/A 


              Quarterly Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

    For Quarter Ended March 31, 1996             Commission File No. 0-25022

                             CHELSEA ATWATER, INC.
            (Exact name of Registrant as specified in its charter)


               NEVADA                                  72-1148906
   (State or other jurisdiction of              (I.R.S. Empl. Ident. No.)
    incorporation or organization)

      90 MADISON STREET, SUITE 707
          DENVER, COLORADO                                80206
(Address of Principal Executive Offices)                (Zip Code)

                                (303) 355-3000
             (Registrant's Telephone Number, including Area Code)


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 such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing to such filing 
requirements for at least the past 90 days.

                YES  X                 NO
                    ---                   ---

The number of shares outstanding of each of the Registrant's classes of common 
equity, as of March 31, 1996 are as follows:

          CLASS OF SECURITIES                  SHARES OUTSTANDING
     -----------------------------             ------------------
     Common Stock, $.001 par value                  622,649

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ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.
 
       (a)     Exhibits. Exhibit 27.

       (b)     Reports on Form 8-K. NONE.

                                  SIGNATURES

    In accordance with the requirements of the Exchange Act, the Registrant 
caused this Report of Form 10-QSB/A to be signed on its behalf by the 
undersigned, thereunto duly authorized.

DATED: August 1, 1996

                          CHELSEA ATWATER, INC.



                          By    /s/ John D. Brasher Jr.
                            -----------------------------------------------
                               John D. Brasher Jr., Chief Executive Officer
                               and Chief Financial Officer