10-Q/A

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

                                 FORM 1O~Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934.
                   For the period ended September 30, 1996

                                       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 0-14724

                      ARNOX CORPORATION
     Delaware                               06-1094094
(state or other jurisdiction of           (IRS Employer
incorporation of organization)           identification No.)

  1612 North Osceola Avenue
  Clearwater, Florida                             34615
(Address of Principal Executive Offices)     (Zip Code)

Registrant's telephone number, Including area code: (813)
                    443-3434

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).
                       Yes   X          No. ______


   APPLICABLE ONLY TO REGISTRAINTS INVOLVED IN BANKRUPTCY
        PROCEEDINGS DURING ThE PRECEDING FIVE YEARS

   Indicate  by  check  mark  whether the  Registrant  has
filed  all documents and reports required to be filed by
Sections 12, 13  or15(d) of  the  Securities Exchange Act of
1934 subsequent to thedistribution of securities under a
plan confirmed by a court.
                     N/A        Yes __ No ___

                 APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate  the  number of shares outstanding of each  of  the
issuer's classes of common stock, as of the latest
practicable date.

Common Stock 3,439,247 shares.



                PART 1-FINANCIAL INFORMATION

Item 1.  Financial Statements.

                      ARNOX CORPORATION
                  (a Dormant State Company)
             for the quarter ending September 30, 1996

Assets Organization Cost                         $     0.00

          Totals Assets                                0.00
Liabilities and Shareholder's Equity
Stockholders' Equity
Common Stock par value at $0.00001 per share
10,000,000 shares authorized,3,439,247 shares
issued and outstanding                                 0.00
Additional Paid in Capital                         6,017.00
Deficit accumulated during development stage      (6,017.00)

Total Shareholders' Equity                             0.00
Total Liabilities and Shareholders Equity         $    0.00



                        ARNOX CORPORATION
                    (a Dormant State Company)
  Income Statements for the quarter ending September 30,1996

                                                    1996

Revenues and Expenses                             $   0.00



                      ARNOX CORPORATION
                 (a Dormant State Company)
                Statements of Shareholder's Equity
               for the quarter ending September 30, 1996

Common Stock
(3,439,247 shares issued & outstanding)          $     0.00
Additional Paid in Capital                       $     0.00
Accumulated Deficit                              $     0.00
Balance  Jan 1                                   $     0.00
Net Income/(loss) for the year                   $(6,017.00)
Balance September 30, 1996                       $     0.00

Item 2. Management Discussion and Analysis of Financial
Condition and Results of Operations.


The   Registrant was incorporated on October 17,1983 in  the
State    of Delaware.   The Company's   business   consisted
of    developing, manufacturing,   marketing  and  licensing
fire  retardant    products. These fire retardant   products
were marketed  under  the trade name Arnox FR. The Company's
fire  retardant   chemicals were used  to  treat  corrugated
packaging  board  for military and commercial  applications,
for  particle  board, chip  board, and  paneling  in  mobile
homes.  The  Company's   shares were traded  on  the  NASDAQ
exchange   until April 25,  1989.  The  Company   was   most
closely   aligned  to   the  lumber industry   because   its
products   were   used   to  treat  lumber    and  products,
such as corrugated  board, which are derived from lumber. On
September 11, 1989, the Registrant filed a petition, No.  89-
97155,  in  the U.S. Bankruptcy Court for the   District  of
New   Jersey. This was converted from a Chapter  11   to   a
Chapter  7  petition  on December 18,1989.  This  bankruptcy
proceeding  endured  for  four  years  and   ten months.  On
July   12,  1994, the Registrant's  Petition   was  declared
closed  and  the  Trustee  was discharged. Since   July  12,
1994, the  Registrant has been totally inactive.

ARNOX  does  not  accrue  any  liability  for  the  expenses
incurred  with  Capston's activities to bring ARNOX  current
with  all  of its reporting and filings requirements  or  in
connection with services rendered prior to closing of the  a
business combination.  Moreover, any such reimbursement will
be  subject  to  the express approval of the owners  of  the
business opportunity acquired by the Company.

At   the  end  of  this  year's  third  quarter,  ARNOX   is
reinstated  and  is  in  good standing  with  its  state  of
incorporation.   It is current with its SEC filings  and  we
have   reinstated   the  original  stock   transfer   agent,
Continental  Stock Transfer and  Trust   ARNOX is  currently
seeking a merger partner.

This  interim  financial statement reflects all  adjustments
which  are, in the management, necessary to a fair statement
of   the   Company's  financial  position  and  results   of
operations for this period.


                  PART II-OTHER INFORMATION

Item 1. Legal Proceedings

In  another matter, unrelated to ARNOX,  Mr. Sirak was   the
subject to Administrative Proceeding by the Commission, File
No. 3-1911.  The Commission on 09/27/96, imposed a cease-and-
desist order and imposed remedial sanctions which result  in
an  Order  that  Sirak  be barred from participating  in  an
offering  of  any  penny stock; and cease  and  desist  from
committing or causing any violations of Section 17(a) of the
Securities  Act and Section 10 (b) of the Exchange  Act  and
Rule  10b-5  promulgated thereunder. Given  ARNOX's  current
business  plans,  there appears to be no conflict  with  the
Commission's  Order and Mr. Sirak being  ARNOX's    attorney
and  representative.  However,as of September 24, 1996,  Mr.
Sirak  has  resigned from all positions with  ARNOX  due  to
unrelated business matters.

Item 2. Changes in Securities

     None.

Item 3. Defaults Upon Senior Securities

      Not Applicable


Item 4. Submission of matters to a vote of Security Holders.

The   June   13,  1996,  Proxy proposals which were   mailed
to  all security  holders were approved.

These  asked  the stockholders to  do  the  following:   (1)
ratify  the  act of reinstating  the  original  charter   of
ARNOX Corporation; (2)authorize Capston  Network Co. and its
authorized  representatives, Ms.  Sally  Fonner  and  Norman
Sirak,  to  file  10  K and 10 Q reports  on  behlafof   the
Company and bring it current with its reporting requirement;
(3)authorize   Capston  Network  Co.  and   its   authorized
representatives to seek out a qualified purchaser for ninety
percent  of  the  company's  issued  stock;  (4)approve   in
principle a restructuring   of   Arnox   whereby   existing
shareholders  would  accept  a ten-for  one  reverse  split,
simultaneous with the issuance of a ninety percent block  of
stock  to  a  qualified purchaser; (5)approve of  Ms.  Sally
Fonner  acting on behalf of the company for a two year  term
or  until a qualified purchaser can be found that can  imbue
the  company  with new managment, whichever happens  first;
and (6)approve of moving the company's place of business  to
St. Petersburg, Florida.

Item 5. Market for Registrant's Common Equity

There  is  no  established  public  trading  market  for the
Registrant's  securities. The Company has no operations  and
no income.


     SIGNATURES

        Pursuant to the requirements of Section 13 or  15(d)
of  the Exchange Act of 1934, the Registrant has duly caused
this  report   to  be   signed   on   its  behalf  by    the
undersigned, thereunto duly authorized.

ARNOX Corporation                  Date: 03/13/97
By___________________

Sally Fonner,Director,
President and  Chief
Financial Officer

        Pursuant  to  the  requirements  of  the  Securities
Exchange Act  of 1934  this  report  has been  signed below
by  the following  person on  behalf of the Registrant  and
in  the capacities and on the date indicated.

Date: 03/13/97
By__________________
Sally Fonner, Director,
President and Chief
Financial Officer

EX-27

 

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