UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) February 3, 1998


                                  UNIDYN, CORP.
             (Exact name of registrant as specified in its charter)


________NEVADA________             _______33-55254-31____          87-0438639
(State or other jurisdiction     (Commission File Number)        (IRS Employer
of incorporation)                                            Identification No.)


7201 East Camelback Road, Suite 250
Scottsdale, Arizona________________                           _____85251_____
(Address of principal executive offices)                             (Zip Code)

        Registrant's telephone number, including area code: 602 970-5500

                                 AMENDMENT NO. 2

         The undersigned registrant hereby amends the following items, financial
statements,  exhibits or other  portions of its CURRENT REPORT on Form 8-K dated
December 1, 1997 as set forth in the pages attached hereto:








Item 2.           Acquisition of Assets

Management  has  determined  that it is not  feasible to obtain an audit of DVCS
Ltd., a United Kingdom entity,  at the present time to meet filing deadlines for
its 1997 Form 10-K. It has therefore modified its agreement with UniDyn, Inc. as
follows:

          UniDyn Corp.  issued  1,822,000  shares of its common stock to UniDyn,
          Inc. for the right to purchase 80% of the issued and outstanding stock
          of DVCS Ltd.  for $500,000 at a future date.  The  promissory  note to
          UniDyn, Inc. has been reduced from $2,000,000 to $1,500,000.

The Company may in the future do business  with DVCS Ltd.,  but DVCS Ltd. is not
at the present time a subsidiary of the Company.


                                   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 hereunto duly authorized.

                                 UNIDYN, CORP.



February 3, 1998                 By:/s/Vern Traylor______________
                                 Vern Traylor, Secretary/Treasurer