UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                          Form 10-Q/A

                         Amendment # 1
                      ____________________

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

          For the quarterly period ended July 31, 1993

                               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 0-3797

                       BURNUP & SIMS INC.
     ______________________________________________________
     (Exact name of registrant as specified in its charter)

                 Delaware                           59-1259279
_____________________________________________   ________________
(State or other jurisdiction of incorporation   (I.R.S. Employer
                or organization)                Identification No.)

One North University Drive, Ft. Lauderdale, FL         33324
______________________________________________       _________
(Address of principal executive offices)             (Zip Code)

                         (305) 587-4512
      ____________________________________________________
      (Registrant's telephone number, including area code)


                         Not Applicable
      ____________________________________________________
      (Former name, former address and former fiscal year,
                if changed since last report)

     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 report), and (2) has been subject to such filing requirements
for the past 90 days.
                           X
                    Yes _______     No _______

     Indicate the number of share outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.

     Class of Common Stock       Outstanding as of September 1, 1993

        $ .10 par value                      8,768,339
     _____________________       ___________________________________


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FORM 10-Q/A
BURNUP & SIMS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
JULY 31, 1993

RESULTS OF OPERATIONS
Three Months Ended July 31, 1993 (First Quarter of Fiscal 1994) vs.
Three Months Ended July 31, 1992 (First Quarter of Fiscal 1993)

Revenues for the first quarter of the current year decreased
slightly due primarily to the completion of certain cable
television projects included in results for the three months ended
July 31, 1992. Costs of revenues approximated 86% and 85% of
revenues for the first quarter of fiscal 1994 and 1993,
respectively.  This increase was offset by reduced depreciation
and amortization (3% of revenues for the current year vs. 4% of
revenues last year) resulting from the write-off of certain
goodwill in the fourth quarter of fiscal 1993, the effect of asset
disposals, and reduced levels of capital expenditure spending by
the Company in certain prior periods. 

The first quarter of fiscal 1994 includes a gain from the sale of
theatre property of approximately $2.4 million (included in other
income) less income taxes of approximately $.8 million.  
Operating profit (revenues less costs and expenses excluding
interest and dividend income, general corporate expenses, interest
expense, income taxes, and the gain on the sale of theatre
property) approximates $1.1 million and $.9 million for the three
months ended July 31, 1993 and 1992, respectively.

The Company's effective tax rate decreased to 32% from 37% of
pretax income for the periods presented due to the effect on
taxable income of certain state income taxes and reduced permanent
differences resulting from the fiscal 1993 goodwill write-off.

Operations of the Company are somewhat seasonal, and this has
historically resulted in reduced revenues during the third quarter
relative to other quarters.  During winter months, inclement
weather in certain areas reduces the volume and efficiency of
outside service activities.  Additionally, certain telephone
services customers may reduce expenditures for plant construction
and maintenance during the latter part of their budgetary year,
which typically ends in December.

FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
July 31, 1993 vs. April 30, 1993

The Company's cash position decreased to $7.1 million at July 31,
1993 from $9.6 million at April 30, 1993.  Cash of $1.7 million 
was used by operating activities (due primarily to changes in
various components of working capital during the quarter), cash
provided by investing activities approximated $1.8 million and cash
used in financing activities approximated $2.5 million for the
three months ended July 31, 1993.





                                                     Page 2 of 4

FORM 10-Q/A
BURNUP & SIMS INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
JULY 31, 1993
(CONTINUED)


FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES (continued)

Debt agreements contain, among other things, restrictions on the
payment of dividends and require the maintenance of certain
financial covenants.  Pursuant to such covenants, the Company is
currently prohibited from declaring or paying dividends.

The indenture under which the Company's 12% convertible
subordinated debentures are issued requires annual payments to a
sinking fund of approximately $2,625,000 which began in fiscal
1991.  The sinking fund payment which was due by November 1, 1993
was satisfied in September 1993 by the repurchase of Debentures on
the open market. (See Note 4 of the Notes to Condensed
Consolidated Financial Statements.)

Long-term debt decreased during the first quarter since, in
accordance with the Company's term loan agreement, net proceeds of
approximately $2.9 million from the sale of theatre property which
had been pledged as collateral for the term loan was applied to
the final installments due under the Company's bank term loan.

The Company adopted Statement of Financial Accounting Standards
No. 109 ("SFAS 109"), "Accounting for Income Taxes" effective May
1, 1993.  The adoption had no impact on income for the first
quarter. Prior year's financial statements have not been restated
to apply the provisions of SFAS No. 109.  The July 31, 1993
balance sheet includes increases in other current assets and other
liabilities of $555,000 and $778,000, respectively, and a decrease
in accrued and deferred income taxes of $223,000 resulting from
the implementation of SFAS 109.

The Company anticipates that for fiscal year 1994, operating 
cash requirements, capital expenditures and debt service will
substantially be funded from cash flow generated by operations and
dividend and interest income.  Burnup & Sims has no material
commitments for capital expenditures and replaces operating
property as necessary.  The Company does not expect to
significantly change the current level of capital spending.















                                                     Page 3 of 4

FORM 10-Q/A
BURNUP & SIMS INC.
SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                  BURNUP & SIMS INC.
                                  Registrant


                                  
        January 19, 1994          s/George R. Bracken
Date:_______________________      _____________________________
                                  George R. Bracken
                                  Vice President & Treasurer
                                  (Principal Financial Officer)
                                   and Authorized Officer of
                                   the Registrant)






     

































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