SECURITIES AND EXCHANGE COMMISSION


                          WASHINGTON, D.C. 20549




                                 FORM 8-K


                              CURRENT REPORT


                  Pursuant to Section 13 of 15(d) of the

                     Securities Exchange Act of 1934


Date of Report: MAY 17, 1999

Date of earliest event reported: APRIL 4, 1999



                      KENILWORTH SYSTEMS CORPORATION
          (Exact name of registrant as specified in its charter)


    NEW YORK                     0-08962        13-2610105
(State or other           (Commission File No.) (IRS Employer
 jurisdiction                 Identification
 of incorporation)                                Number)


54 Kenilworth Road
MINEOLA, NY                                  11501
Address of Principal Executive Office           (Zip Code)


(Registrant's telephone number,
 including area code)                         (516) 741-1352


            __________________NOT APPLICABLE_________________
                (Former address changed from last report)
<PAGE>
ITEM 1.   Kenilworth Systems Corporation

          On April 4, 1999 the Company filed Form 12b-25 Notification of Late 
          Filing for the following reason.

     1.   The   Company's   Independent  Auditors  (the  "Auditors")  have
          requested an opinion  from  the  "American  Institute  of Public
          Certified  Accountants"  whether or not they have a conflict  of
          interest resulting from a  lawsuit that was brought against them
          by a former client, in which  the  president of the Company once
          owned a ten percent (10%) interest.   The  Company  emerged from
          bankruptcy  proceedings  on September 29, 1998 and the  possible
          conflict was not discovered  until  the  Auditors reviewed their
          opinion letter to the Company.  In the opinion  of  the  Company
          and the auditors there is no conflict of interest.

          Since  the filing of the report the Auditor's partners by mutual
          agreement  with  the  Company  decided  not  to  continue as the
          Independent Auditors for the Company.

          The  Company  emerged  from Chapter 7 Bankruptcy Proceedings  on
          September 29, 1998 and did  not  conduct  any  operations  since
          before January 1, 1991.  The last time the Auditors conducted an
          audit for the Company was for the year ended December 31, 1989.

     2.   The  Company  engaged Ian M. Nelson, Certified Public Accountant
          as the Independent  Auditor  for  the  period ended December 31,
          1998 and the ensuing year.

     3.   In order for the Company to file its quarterly  report  on  Form
          10-Q  for  the period ended March 31, 1999 within the prescribed
          time period,  management elected to file the Report on Form 10-K
          for the period ended December 31, 1998 unaudited. When the audit
          is completed, the  Company  will file an amendment to the report
          including the Independent Auditors  Report. The Company does not
          expect  significant  changes  in the results  of  operation  and
          balance sheets.

          On December 9, 1998 the Company  filed  a  Transition Report for
          the  period  beginning January 1, 1991 and ending  November  29,
          1998, which included prior years operating results.

     4.
<PAGE>
          The Company filed  its  quarterly  report  on  Form 10-Q for the
          period ended March 31, 1999.


                                SIGNATURES

          Pursuant to the requirements o the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.

                               KENILWORTH SYSTEMS CORPORATION
                                         Registrant


                                         HERBERT LINDO
                                  Herbert Lindo, President


               Dated:  May 17, 1999
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4065}]
{"company-data": {"conformed-name": "KENILWORTH SYSTEMS CORP", "cik": "0000055234", "assigned-sic": "7373", "irs-number": "132610105", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-08962", "film-number": "99631100"}, "business-address": {"street1": "54 KENILWORTH RD", "city": "MINEOLA", "state": "NY", "zip": "11501", "phone": "5167411352"}, "mail-address": {"street1": "54 KENILWORTH RD", "city": "MINEOLA", "state": "NY", "zip": "11501"}, "former-company": [{"former-conformed-name": "KENILWORTH RESEARCH & DEVELOPMENT CORP", "date-changed": "19791218"}, {"former-conformed-name": "SCHOOL FOR COMPUTER STUDIES INC", "date-changed": "19721130"}]}
SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT

                  Pursuant to Section 13 of 15(d) of the

                     Securities Exchange Act of 1934

Date of Report: MAY 17, 1999

Date of earliest event reported: APRIL 4, 1999

                      KENILWORTH SYSTEMS CORPORATION
          (Exact name of registrant as specified in its charter)

    NEW YORK                     0-08962        13-2610105
(State or other           (Commission File No.) (IRS Employer
 jurisdiction                 Identification
 of incorporation)                                Number)

54 Kenilworth Road
MINEOLA, NY                                  11501
Address of Principal Executive Office           (Zip Code)

(Registrant's telephone number,
 including area code)                         (516) 741-1352

            __________________NOT APPLICABLE_________________
                (Former address changed from last report)
ITEM 1.   Kenilworth Systems Corporation

          On April 4, 1999 the Company filed Form 12b-25 Notification of Late 
          Filing for the following reason.

     1.   The   Company's   Independent  Auditors  (the  "Auditors")  have
          requested an opinion  from  the  "American  Institute  of Public
          Certified  Accountants"  whether or not they have a conflict  of
          interest resulting from a  lawsuit that was brought against them
          by a former client, in which  the  president of the Company once
          owned a ten percent (10%) interest.   The  Company  emerged from
          bankruptcy  proceedings  on September 29, 1998 and the  possible
          conflict was not discovered  until  the  Auditors reviewed their
          opinion letter to the Company.  In the opinion  of  the  Company
          and the auditors there is no conflict of interest.

          Since  the filing of the report the Auditor's partners by mutual
          agreement  with  the  Company  decided  not  to  continue as the
          Independent Auditors for the Company.

          The  Company  emerged  from Chapter 7 Bankruptcy Proceedings  on
          September 29, 1998 and did  not  conduct  any  operations  since
          before January 1, 1991.  The last time the Auditors conducted an
          audit for the Company was for the year ended December 31, 1989.

     2.   The  Company  engaged Ian M. Nelson, Certified Public Accountant
          as the Independent  Auditor  for  the  period ended December 31,
          1998 and the ensuing year.

     3.   In order for the Company to file its quarterly  report  on  Form
          10-Q  for  the period ended March 31, 1999 within the prescribed
          time period,  management elected to file the Report on Form 10-K
          for the period ended December 31, 1998 unaudited. When the audit
          is completed, the  Company  will file an amendment to the report
          including the Independent Auditors  Report. The Company does not
          expect  significant  changes  in the results  of  operation  and
          balance sheets.

          On December 9, 1998 the Company  filed  a  Transition Report for
          the  period  beginning January 1, 1991 and ending  November  29,
          1998, which included prior years operating results.

     4.
The Company filed  its  quarterly  report  on  Form 10-Q for the
          period ended March 31, 1999.

                                SIGNATURES

          Pursuant to the requirements o the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.

                               KENILWORTH SYSTEMS CORPORATION
                                         Registrant

                                         HERBERT LINDO
                                  Herbert Lindo, President

               Dated:  May 17, 1999