SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-K/A

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


(Mark One) 
[x] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act

of 1934 [Fee Required] AMENDMENT #1
For the fiscal year ended June 30, 1996 or 
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
 Exchange Act of 1934 [No Fee Required] 
For the transition period from   N/A   to   N/A   
Commission file number 0-12984 

                 ADVANCED TOBACCO PRODUCTS, INC.
     (Exact name of registrant as specified in its charter)

	State of Texas						74-2285214 
(State or other jurisdiction of			(I.R.S. Employer 
incorporation or organization) 			Identification No.) 

16607 Blanco Road, Suite 1504				78232
San Antonio, Texas 						(Zip Code)
(Address of principal executive offices) 

  Registrant's telephone number, including area code: (210)408-7077 

	Securities registered pursuant to Section 12(b) of the Act: 

Title of each class 					Name of each exchange
									on which registered 
     None          						       None          

   Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, $.01 par value
                        (Title of Class)

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

                             Part IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
		REPORTS ON FORM 8-K

	(a)	The following documents are filed as part of this Annual Report on 
   Form 10-K:

		1.	Financial Statements and Independent Auditors' Report

			The financial statements and opinion listed in the index to financial 
   statements follows the signature page of this report.

 		2.	Financial Statement Schedules

			The Company did not meet any of the requirements to provide financial
   statement schedules for any of the fiscal years ended 1995, 1994 or 1993.

		3.	Exhibits

			Exhibit 23.2 - Consent of Independent Public Accountants

	(b)	The Company has filed the following Current Reports on Form 8-K since 
    the filing of the Company's last 10-K:

		Form 8-K filed June 7, 1996, regarding New Drug Application filed by 
   Pharmacia & Upjohn.


SIGNATURES

	Pursuant to the requirements of the Section 13 or 15(d) of the Securities
 Exchange Act of 1934, the Registrant has duly caused this report to be 
 signed on behalf by the undersigned, thereunto duly authorized, in the 
 City of San Antonio, State of Texas, as of October 22, 1996.


						ADVANCED TOBACCO PRODUCTS, INC.



Date:   October 22, 1996		By:	 /s/ J. W. LinehanJ. W. Linehan, President, Chief
							Executive Officer and Chief
							Accounting Officer

ABB0DB4E
										Exhibit 23.2


            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


	As independent public accountants, we hereby consent to the incorporation
 of our report included in this Form 10-K into the Company's previously filed
 Registration Statement on Form S-8 (File No. 33-15694).


							/s/ ARTHUR ANDERSEN LLP	ARTHUR ANDERSEN LLP

San Antonio, Texas
October 18, 1996