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

                            FORM 8-K

                         CURRENT REPORT

                PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                          July 3, 1996


                       ARNOX CORPORATION
     (Exact name of Registrant as specified in its charter)

           Delaware               0 - 14724          06-1094094
(state or other jurisdiction of Commission File # (I.R.S. Employer
incorporation of organization)                 identification No.)

     6550 First Ave. North
     St. Petersburg, Florida                 33710
(Address of Principal Executive Offices)   (Zip Code)



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


_________________________________________________________________
_
(Former name or former address, if changed since last report).







Item 1. Changes in Control of Registrant.

      The stockholders have just ratified the decision of Capston
Network,  Co., and the President of Capston Network,  Co.,  Sally
Fonner,  to  reinstate Arnox Corporation. The  stockholders  have
further endorsed the Capston Plan for reviving Arnox Corporation,
as  set forth in a Proxy Statement mailed to stockholders on June
13,  1996.  Accordingly, control of the Registrant  has  formally
passed  to  Ms.  Sally Fonner. The vote of the  stockholders  was
3,416,525 shares in favor and 500 shares opposed.

       Sally  Fonner  assumes  the  positions  of  President  and
Secretary.  She will serve without taking any consideration.  Her
term  is for two years, or until she can find a party willing  to
install  new  management  and imbue the  Registrant  with  a  new
business,  whichever should occur first in  time.  There  are  no
other  officers  of  the company. Under Ms.  Fonner's  direction,
Arnox Corporation will remain a blank check company.

      Ms.  Fonner's company, Capston Network Co., owns 884 shares
of  Arnox  Corporation, or .025% of the total shares  issued  and
outstanding;  and Ms. Sally Fonner exercises voting control  over
the  securities held by Capston Network, Co. Ms. Fonner does  not
hold voting control over any other stockholder's securities.

      The  basis  for  the change in control occurred  through  a
polling of the stockholders. A Preliminary and a Definitive Proxy
Statement  were  filed  with  the  Commission.  Definitive  Proxy
Statements were mailed on June 13, 1996. These were due  back  by
July  3,  1996. Although some of the shares held by  shareholders
are  listed  in the street name of a brokerage firm, no  requests
were received by any of these brokerage firms to do a mailing  to
the  beneficial  owners of said securities.  Hence,  it  was  not
necessary  to  extend  the  period for responding  to  the  Proxy
Statement.

      No consideration was paid by Ms. Fonner or Capston Network,
Co.  to  either  the  Registrant or to any  shareholders  in  the
successful  bid  to  acquire said control.  Capston  Network  did
advance  the  funds  required  to  reinstate  Arnox  Corporation,
procure a list of shareholders and then print and mail the  proxy
statements.  Under  this change of control,  there  has  been  no
impact  upon  the  holdings of shareholders, and all  information
previously reported in the Registrant's prior filings relating to
individuals  with  5%  or  more of the  Registrant's  outstanding
securities, remains valid and unchanged.

Item 5. Other Events.

     Arnox Corporation has decided to change its mailing address.
Formerly,  mail  was addressed to the corporate  office  at  6550
First  Ave.  North,  St. Petersburg, Florida 33710.  Due  to  the
volume  of  mail  received in this last  proxy  statement,  Arnox
Corporation has decided to change its mailing address  from  6550
First  Ave.  North,  to Arnox Corporation, P.O.  Box  41570,  St.
Petersburg, Florida 33743-1570. Arnox Corporation has  made  this
change  because of the reduced handling which occurs when  it  is
received  at a Post Office box, which stops at a mail office  and
avoids any handling by a route carrier. The Company believes this
will   result  in  fewer  delivery  errors.  In  addition,  Arnox
Corporation will have access to its mail early in the morning, as
opposed to mid-afternoon.

                           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


July   3,   1996 
By_____________________

Sally Fonner,
President