SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549
                         _______________
                          FORM 10-KSB/A
                         _______________
(Mark One)

[ X ]     ANNUAL REPORT UNDER SECTION 13 or 15(d) of the
          SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 1997

[   ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ___________to____________

                Commission File Number: 0-17843

                     REGAL ONE CORPORATION
  (name of small business issuer as specified in its charter)
                                
Florida                                                95-4158065
(State or other jurisdiction of                     (IRS Employer
Incorporation or Organization)                Identification No.)

551 Drift Stone Avenue, Las Vegas, Nevada                   89123
(Address of Principal Executive Offices)               (Zip code)
                                
Issuer's telephone number:                         (702) 897-5331

Securities registered under section 12(b)
 of the Exchange Act:                                        None

Securities registered under section 12(g)
 of the Exchange Act:                        Common Stock, no par

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and 
(2) has been subject to such filing requirements for the past 90 days.
YES  [  ]         NO  [ X ]
                                
     Check here if the disclosure of delinquent filers in response to Item 
405 of Regulation S-B is not contained in this form, and no disclosure will 
be contained, to the best of the registrant's knowledge, in definitive proxy 
or information statements incorporated by reference in Part III of this 10-KSB
or any amendment to this Form 10-KSB.  [    ]
                                
     Revenues for the year ending December 31, 1997 were $ -0-.

     The aggregate market value of the voting stock held by non-affiliates 
of the Company, based upon the average bid price of the common stock on 
May 25, 1998 was approximately $1,128,372.  As of May 25, 1998, the Company 
had 1,196,342 shares of common stock issued and outstanding and 208,965 
shares of convertible preferred stock issued and outstanding, each of which 
is convertible into 100 shares of the Company's common stock.


EXHIBIT INDEX

     Exhibit 27 - Financial Data Schedule for the fiscal year ended
                  December 31, 1997.


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


                                REGAL ONE CORPORATION


Date: 8/5/98                    /s/ Israel Rubinstein    
                                Israel Rubinstein, President


  In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Company and in the capacities and on
the dates indicated.

Signatures                 Title                         Date


/s/ Israel Rubinstein      President, Principal          8/5/98
Israel Rubinstein          Executive Officer and
                           a Director


/s/ Malcolm R. Currie      Chairman of the Board,        8/5/98
Dr. Malcolm R. Currie      and a Director                


/s/ Richard Babbitt        Secretary, Treasurer and      8/5/98
Richard Babbitt            a Director


/s/ Michael E. Platt       Director                      8/5/98
Michael E. Platt