AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1998
REGISTRATION NO. 333-61551
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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KOALA CORPORATION
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

COLORADO 3089 84-1238908
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

MARK A. BETKER
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
5031 SOUTH ULSTER STREET, SUITE 300 5031 SOUTH ULSTER STREET, SUITE 300
DENVER, COLORADO 80237 DENVER, COLORADO 80237
(303) 770-3500 (303) 770-3500
(ADDRESS AND TELEPHONE NUMBER (NAME, ADDRESS AND TELEPHONE
OF PRINCIPAL EXECUTIVE OFFICE) NUMBER OF AGENT FOR SERVICE)

COPIES TO:

DOUGLAS R. WRIGHT, ESQ. RICHARD M. RUSSO, ESQ.
JEFFREY A. SHERMAN, ESQ. GIBSON, DUNN & CRUTCHER LLP
OTTEN, JOHNSON, ROBINSON, NEFF & RAGONETTI, P.C. 1801 CALIFORNIA STREET, SUITE 4100
950 SEVENTEENTH STREET, SUITE 1600 DENVER, COLORADO 80202
DENVER, COLORADO 80202 (303) 298-5715
(303) 825-8400

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

* * *

ITEM 27. EXHIBITS.

EXHIBIT
NO. DESCRIPTION
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1.1 Underwriting Agreement
3.1 Articles of Incorporation of Koala Corporation
3.2 Bylaws of Koala Corporation
4.1 Specimen Common Stock Certificate(1)
5.1 Opinion of Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
10.1 Incentive Stock Option Plan dated August 19, 1993(1)
10.2 Koala Corporation 1995 Stock Option Plan, as amended
10.3 Industrial Lease dated August 1, 1996 between Buckhead Industrial
Properties, Inc. and Koala Corporation(2)
10.4 Credit Agreement with U.S. Bank National Association(4)
10.5 Agreement for Sale and Purchase of Assets dated June 23, 1997
between Delta Play, Ltd., et al. and Koala Corporation(3)
10.6 Registration Rights Agreement dated June 23, 1997 between Delta
Play, Ltd., and Koala Corporation(4)
10.7 Agreement for Sale and Purchase of Assets dated August 14, 1998
between Park Structures, Inc. et al and Koala Corporation
10.8 Indenture dated March 31, 1998 among Vanal Development Corp., Delta
Play Company and Koala Corporation
10.9* Form of Revolving Credit Agreement, dated December 16, 1998, between
Koala Corporation and U.S. Bank National Association
21.1 Subsidiaries
23.1 Consent of Ernst & Young LLP
23.2 Consent of Blanski Peter Kronlage & Zoch, P.A.
23.3 Consent of Goldstein Lewin & Co.
23.4 Consent of Ernst & Young Chartered Accountants
23.5 Consent of Otten, Johnson, Robinson, Neff & Ragonetti, P.C.
(contained in Exhibit 5.1)
24.1 Power of Attorney (on page II-4)
27.1 Financial Data Schedule

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* Filed herewith.

(1) Incorporated by reference to the exhibits included in the Company's
Registration Statement on Form SB-2, Registration No. 33-68482C.

(2) Incorporated by reference to Exhibit 10.11 of the Company's Form 10-KSB
for the year ended December 31, 1996.

(3) Incorporated by reference to Exhibit 2.1 of the Company's Form 8-K/A filed
on September 8, 1997.

(4) Incorporated by reference to Exhibit 4.1 of the Company's Form 8-K/A filed
on September 8, 1997.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has authorized this amendment to the registration
statement to be signed on its behalf by the undersigned in Denver, Colorado,
on December 16, 1998.

KOALA CORPORATION

/s/ Mark A. Betker
By: _________________________________
Name: Mark A. Betker
Title: Chairman of the Board,
President and Chief
Executive Officer

In accordance with the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following
persons in the capacities and on the dates stated.

SIGNATURE TITLE DATE
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/s/ Mark A. Betker Chairman of the Board, December 16, 1998
____________________________________ President and Chief
Mark A. Betker Executive Officer

/s/ Jeffrey L. Vigil Vice President of December 16, 1998
____________________________________ Finance and
Jeffrey L. Vigil Administration
(Principal Financial
and Accounting
Officer)

/s/ Michael C. Franson Director December 16, 1998
____________________________________
Michael C. Franson

/s/ Thomas W. Gamel* Director December 16, 1998
____________________________________
Thomas W. Gamel

/s/ John T. Pfannenstein* Director December 16, 1998
____________________________________
John T. Pfannenstein

/s/ Ellen S. Robinson* Director December 16, 1998
____________________________________
Ellen S. Robinson
*By: /s/ Jeffrey L. Vigil
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Jeffrey L. Vigil, Attorney-in-
Fact

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