SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K


                                CURRENT REPORT



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


      Date of Report (Date of Earliest Event Reported): February 21, 1997
 
                         COMMISSION FILE NO.   0-17594



                           AMCOR CAPITAL CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)



               DELAWARE                               33-0329559
       ------------------------                    -----------------
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)


               52300 Enterprise Way, Coachella, California 92236
              ------------------------------------------- ------
              (Address of principal executive offices) (Zip Code)


                                (619) 398-9520
             ----------------------------------------------------
             (Registrant's telephone number, including Area Code)


                                 Inapplicable
            ------------------------------------------------------
            (Former name and address, if changed since last report)
<PAGE>


Item 5. Other Events
 
A. At the Company's 1997 annual meeting of stockholders, held on February 21,
1997, an aggregate 6,303,360 shares of Common Stock were present in person or
by proxy.  Votes cast for and abstentions for the matter submitted to a vote
of security-holders were as follows:
 
  1. To elect six directors to the Board of AMCOR, as follows:
 

<TABLE>
<CAPTION>
                                            Votes              Votes
     Nominee                                 For              Against
  ----------------                        ---------           -------
<S>                                    <C>                  <C>
  Fred H. Behrens                         6,247,104            56,264
  Robert A. Wright                        6,247,616            55,744
  Marlene A. Tapie                        6,247,939            55,421
  Dale P. Paisley                         6,242,799            60,561
  F. Howard Lee                           6,247,939            55,421
  Marlin McKeever                         6,243,872            60,288
</TABLE>

 
  Mr. Behrens, CPA, has been the Chairman, Chief Executive Officer,
  and a director of the Company since 1988 and Treasurer and Chief
  Financial Officer of the Company since 1990.  Mr. Behrens has been
  active with the Company and its affiliates since 1979.  Mr. Behrens
  received a Bachelor of Science degree from the University of
  Minnesota School of Business Administration in 1966.
 
  Mr. Wright has been the President, Chief Operating Officer, and a
  director of the Company since 1988.  During the past 25 years, Mr.
  Wright has been and continues to be, a principal in and the
  President of a farm equipment manufacturing company located in
  central Illinois.  Mr. Wright has been active with the Company and
  its affiliates since 1981.  Mr. Wright received a Bachelor of
  Science degree in Business (Management and Finance) from the
  University of Colorado in 1958.
 
  Ms. Tapie has been a Vice President and director of the Company
  since 1988, and between 1988 and 1994, she also the Secretary of
  the Company.  Ms. Tapie has been active with the Company and its
  affiliates since August 1979.
 
  Mr. Paisley is, currently, financial and accounting director for
  TravelMax International, headquartered in Newport Beach, California
  Mr. Paisley was a partner in the "Big 6" accounting firm of Coopers
  Lybrand for more than 17 years.  Mr. Paisley directed that firm's
  mergers and acquisitions practice and was responsible for services
  provided to Shearson Lehman Brothers.  Mr. Paisley received a
  Bachelor of Arts degree in Accounting from San Diego State University
  in 1965 and is a Certified Public Accountant.

<PAGE>



  Mr. Lee is a managing employee of one of the Company's affiliates,
  AMCOR Biomass Farms, LLC.  Mr. Lee is a Registered Environmental
  Assessor with the State of California and holds a California
  Agricultural Pest Control Advisor's license with all categories,
  including a special certification for Ground Water Protection
  Advisories through the Department of Pesticide Regulations.  In
  addition, Mr. Lee is approved as an Environmental Impact Biologist
  in Riverside County, California, with 12 years experience in
  environmental assessments.  Mr. Lee received a Bachelor of Science
  degree in Biology from the University of California at Riverside in
  1972 and a Masters Degree in Business from the University of
  Redlands in 1985.
 
  Mr. McKeever is Vice President of Sales at Andreini & Company, an
  insurance brokerage firm located in Orange County, California and
  has held that position since 1989.  Mr. McKeever was a professional
  football player with the Los Angeles Rams from 1961 through 1973.
  Mr. McKeever received a Bachelors Degree in Finance from the
  University of Southern California in 1961 and a Masters Degree in
  Business from the University of Southern California in 1965.



  2. To approve the Certificate of Incorporation of the Company to specify
  that 25,000,000 $.002 par value common shares and 2,000,000 preferred shares
  shall be the Company's authorized capitalization.
 
     5,078,748 for approval     104,704 against approval    58,074 abstained
 
  3. To approve the one-for-two reverse split of the Company's common
  stock, par value $.002.
 
     5,924,967 for approval     195,198 against approval    169,795 abstained
 
  4. To approve a change in the price per share of certain outstanding
  stock options held by Fred H. Behrens and Robert A. Wright.
 
     5,901,068 for approval     127,690 against approval    261,202 abstained
 
  5.To approve the selection of Kelly & Company to audit the consolidated
  financial statements of the Company for the fiscal year beginning
  September 1, 1996.
 
     6,197,195 for approval     36,243 against approval     69,922 abstained
 

<PAGE>




B. The following press release was issued pursuant to direction from the AMCOR
Capital Corporation Board of Directors on February 21, 1997.
 
   FOR IMMEDIATE RELEASE
 
   AMCOR CAPITAL CORPORATION - New Trading Symbol - ACAP
 
   Coachella, California, February 24, 1997 - AMCOR Capital Corporation
   (NASDAQ:ACAP) AMCOR Chairman, Fred Behrens announced that effective as of
   today, February 24, 1997, its securities will be listed on the OTC Bulletin
   Board under a new symbol, ACAP.  The change from the old APTO to ACAP will
   better represent the Company's name making information about our company
   more easily accessible to the market which is critical to support AMCOR's
   continued growth.
 
   AMCOR's business encompasses a fully integrated agricultural division
   producing over 150 million pounds of food products annually in Southern
   California and Eastern Oregon, a commercial division managing a portfolio
   of real estate development properties in California and Texas.



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


                                             AMCOR CAPITAL CORPORATION
                                             --------------------------
                                                    (Registrant)


Dated: February 21, 1997
                                             by: /s/ Fred H. Behrens
                                             --------------------------
                                             Fred H. Behrens, Chairman of the
                                             Board, Chief Financial Officer,
                                             and Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

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

      Date of Report (Date of Earliest Event Reported): February 21, 1997
 
                         COMMISSION FILE NO.   0-17594

                           AMCOR CAPITAL CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

               DELAWARE                               33-0329559
       ------------------------                    -----------------
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

               52300 Enterprise Way, Coachella, California 92236
              ------------------------------------------- ------
              (Address of principal executive offices) (Zip Code)

                                (619) 398-9520
             ----------------------------------------------------
             (Registrant's telephone number, including Area Code)

                                 Inapplicable
            ------------------------------------------------------
            (Former name and address, if changed since last report)
Item 5. Other Events
 
A. At the Company's 1997 annual meeting of stockholders, held on February 21,
1997, an aggregate 6,303,360 shares of Common Stock were present in person or
by proxy.  Votes cast for and abstentions for the matter submitted to a vote
of security-holders were as follows:
 
  1. To elect six directors to the Board of AMCOR, as follows:
Votes              Votes
     Nominee                                 For              Against
  ----------------                        ---------           -------
Fred H. Behrens                         6,247,104            56,264
  Robert A. Wright                        6,247,616            55,744
  Marlene A. Tapie                        6,247,939            55,421
  Dale P. Paisley                         6,242,799            60,561
  F. Howard Lee                           6,247,939            55,421
  Marlin McKeever                         6,243,872            60,288
Mr. Behrens, CPA, has been the Chairman, Chief Executive Officer,
  and a director of the Company since 1988 and Treasurer and Chief
  Financial Officer of the Company since 1990.  Mr. Behrens has been
  active with the Company and its affiliates since 1979.  Mr. Behrens
  received a Bachelor of Science degree from the University of
  Minnesota School of Business Administration in 1966.
 
  Mr. Wright has been the President, Chief Operating Officer, and a
  director of the Company since 1988.  During the past 25 years, Mr.
  Wright has been and continues to be, a principal in and the
  President of a farm equipment manufacturing company located in
  central Illinois.  Mr. Wright has been active with the Company and
  its affiliates since 1981.  Mr. Wright received a Bachelor of
  Science degree in Business (Management and Finance) from the
  University of Colorado in 1958.
 
  Ms. Tapie has been a Vice President and director of the Company
  since 1988, and between 1988 and 1994, she also the Secretary of
  the Company.  Ms. Tapie has been active with the Company and its
  affiliates since August 1979.
 
  Mr. Paisley is, currently, financial and accounting director for
  TravelMax International, headquartered in Newport Beach, California
  Mr. Paisley was a partner in the "Big 6" accounting firm of Coopers
  Lybrand for more than 17 years.  Mr. Paisley directed that firm's
  mergers and acquisitions practice and was responsible for services
  provided to Shearson Lehman Brothers.  Mr. Paisley received a
  Bachelor of Arts degree in Accounting from San Diego State University
  in 1965 and is a Certified Public Accountant.
Mr. Lee is a managing employee of one of the Company's affiliates,
  AMCOR Biomass Farms, LLC.  Mr. Lee is a Registered Environmental
  Assessor with the State of California and holds a California
  Agricultural Pest Control Advisor's license with all categories,
  including a special certification for Ground Water Protection
  Advisories through the Department of Pesticide Regulations.  In
  addition, Mr. Lee is approved as an Environmental Impact Biologist
  in Riverside County, California, with 12 years experience in
  environmental assessments.  Mr. Lee received a Bachelor of Science
  degree in Biology from the University of California at Riverside in
  1972 and a Masters Degree in Business from the University of
  Redlands in 1985.
 
  Mr. McKeever is Vice President of Sales at Andreini & Company, an
  insurance brokerage firm located in Orange County, California and
  has held that position since 1989.  Mr. McKeever was a professional
  football player with the Los Angeles Rams from 1961 through 1973.
  Mr. McKeever received a Bachelors Degree in Finance from the
  University of Southern California in 1961 and a Masters Degree in
  Business from the University of Southern California in 1965.

  2. To approve the Certificate of Incorporation of the Company to specify
  that 25,000,000 $.002 par value common shares and 2,000,000 preferred shares
  shall be the Company's authorized capitalization.
 
     5,078,748 for approval     104,704 against approval    58,074 abstained
 
  3. To approve the one-for-two reverse split of the Company's common
  stock, par value $.002.
 
     5,924,967 for approval     195,198 against approval    169,795 abstained
 
  4. To approve a change in the price per share of certain outstanding
  stock options held by Fred H. Behrens and Robert A. Wright.
 
     5,901,068 for approval     127,690 against approval    261,202 abstained
 
  5.To approve the selection of Kelly & Company to audit the consolidated
  financial statements of the Company for the fiscal year beginning
  September 1, 1996.
 
     6,197,195 for approval     36,243 against approval     69,922 abstained
B. The following press release was issued pursuant to direction from the AMCOR
Capital Corporation Board of Directors on February 21, 1997.
 
   FOR IMMEDIATE RELEASE
 
   AMCOR CAPITAL CORPORATION - New Trading Symbol - ACAP
 
   Coachella, California, February 24, 1997 - AMCOR Capital Corporation
   (NASDAQ:ACAP) AMCOR Chairman, Fred Behrens announced that effective as of
   today, February 24, 1997, its securities will be listed on the OTC Bulletin
   Board under a new symbol, ACAP.  The change from the old APTO to ACAP will
   better represent the Company's name making information about our company
   more easily accessible to the market which is critical to support AMCOR's
   continued growth.
 
   AMCOR's business encompasses a fully integrated agricultural division
   producing over 150 million pounds of food products annually in Southern
   California and Eastern Oregon, a commercial division managing a portfolio
   of real estate development properties in California and Texas.

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

                                             AMCOR CAPITAL CORPORATION
                                             --------------------------
                                                    (Registrant)

Dated: February 21, 1997
                                             by: /s/ Fred H. Behrens
                                             --------------------------
                                             Fred H. Behrens, Chairman of the
                                             Board, Chief Financial Officer,
                                             and Chief Executive Officer