SECURITIES AND EXCHANGE COMMISSION


                          Washington, DC  20549


                               FORM 8-K


                            CURRENT REPORT

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


      Date of Report (Date of earliest event reported):     December 22, 1998
                 


                              ARCA CORP.
           (Exact name of registrant as specified in charter)   



  New Jersey                333-5278-NY             22-3417547
(State or other             (Commission           (IRS Employer
 jurisdiction               File Number)         Identification No.)
of incorporation) 



                         215 West Main Street
                     Maple Shade, New Jersey  08052
                (Address of principal executive offices)


Registrant's telephone number, including area code      (609) 667-0600


<PAGE>
ITEM 5.  OTHER EVENTS.

By agreement executed December 22, 1998, Registrant and Allied American Capital 
Corporation mutually terminated the acquisition agreement dated September 29, 
1998, such termination to be effective December 31, 1998.

The termination was in response to the inability of Allied to obtain a firm 
commitment for the funding necessary to complete the transaction.  The parties 
agreed that the termination of the acquisition agreement resolved all 
outstanding issues between the parties.

Furthermore, by mutual agreement, Registrant and WCM Investments, Inc. entered 
into an agreement dated December 22, 1998 to cancel and return to the treasury 
of Registrant, 1,240,000 shares of common stock previously issued to WCM on 
March 31, 1997.  Such agreement further provided that Registrant would cancel 
the promissory note from WCM with a principal balance of $60,000 which was made 
in connection with the purchase of the 1,250,000 shares, and further, that WCM 
would retain 10,000 shares in consideration of the previous payment of $15,000.



ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

     a.    N/A

     b.    N/A

     c.    Exhibits

           10.17  Agreement terminating the acquisition agreement dated 
                  September 29, 1998

           10.18  Agreement to cancel and return to treasury 1,240,000 shares 
                  of stock previously issued to WCM Investments, Inc.


<PAGE>
                               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 hereunto duly authorized.



                                          ARCA CORP.

                                          /s/ Harry J. Santoro
DATED: January 5, 1999
                                          By: Harry J. Santoro
                                              President

<PAGE>
                                       EXHIBIT 10.17

                                        AGREEMENT


1.   Date of Agreement.  The date of this Agreement is the 22nd day of 
December, 1998.

2.   Parties.

      2.1     ARCA CORP., with an address of 215 West Main Street, Maple 
Shade, New Jersey, 08052 ("ARCA"); and


      2.2     ALLIED AMERICAN CAPITAL CORP., with an address of  Central Park 
Tower, 2350 Airport Freeway, Suite 660, Bedford, Texas, 76022 ("Allied");


3.    Termination. 

      3.1     The parties agree that the acquisition agreement dated September 
29, 1998 (the "Agreement"), is hereby mutually terminated by the parties 
effective December 31, 1998.


      3.2     The parties represent and warrant that this termination of the 
Agreement resolves all outstanding issues between the parties, and that neither 
has any outstanding obligations to the other flowing therefrom.



                                          ARCA CORP.


                                          By: /s/ Stephen M. Robinson
                                          Stephen M. Robinson, Vice President


                                          ALLIED AMERICAN CAPITAL CORPORATION


                                          By: /s/ Wayne E. Williams
                                          Wayne E. Williams, President

<PAGE>
                                      EXHIBIT 10.18

                                        AGREEMENT

1    Date of Agreement.  The date of this Agreement is the 22nd day of 
December, 1998.

2    Parties.

     2.1  ARCA CORP., with an address of 215 West Main Street, Maple Shade, 
New Jersey, 08052 ("ARCA"); and

     2.2  WCM INVESTMENTS, INC., with an address of  Central Park Tower, 
2350 Airport Freeway, Suite 660, Bedford, Texas, 76022 ("WCM"); 

3    Background. 

     3.1  WCM purchased 1,250,000 shares of ARCA Corp. common stock (the 
"Shares") on March 31, 1997 for the sum of $75,000 payable by an initial cash
payment of $15,000 and $60,000 pursuant to a promissory note from WCM to ARCA 
in the amount of $60,000.

     3.2  WCM has not paid the $60,000 upon such promissory note to date, but
has paid the $15,000 initial cash payment.

     3.3  The Shares were subject to cancellation if certain conditions 
precedent did not occur.  Such conditions precedent did not occur. 

4    Resolution of Outstanding Matters.  The parties, desiring to mutually 
settle all outstanding matters with respect to the issuance of the Shares, 
hereby make the following agreements:

     4.1  WCM shall retain 10,000 shares of the 1,250,000 Shares, in 
consideration of the previous payment of $15,000.

     4.2  The remaining 1,240,000 shares shall be cancelled and returned to 
the treasury of ARCA.

     4.3  The promissory note shall be cancelled, and WCM shall have no 
further obligations thereunder.

     4.4  The escrow agent is directed to return share certificate #ARC 466 
attached hereto to American Stock Transfer & Trust Company, ARCA's transfer 
agent, along with the stock power signed by WCM for the purpose of effectuating
the cancellation of the 1,240,000 shares and the reissuing of 10,000 shares
as set forth above.  WCM shall execute a letter of instruction to the 
transfer agent to effectuate the above.



                              ARCA CORP.


                              By:  /s/ Stephen M. Robinson
                                   Stephen M. Robinson, Vice President 

                              WCM INVESTMENTS, INC.


                              By:  /s/ William C. Meier
                                   William C. Meier, President
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SECURITIES AND EXCHANGE COMMISSION

                          Washington, DC  20549

                               FORM 8-K

                            CURRENT REPORT

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

      Date of Report (Date of earliest event reported):     December 22, 1998
                 

                              ARCA CORP.
           (Exact name of registrant as specified in charter)   

  New Jersey                333-5278-NY             22-3417547
(State or other             (Commission           (IRS Employer
 jurisdiction               File Number)         Identification No.)
of incorporation) 

                         215 West Main Street
                     Maple Shade, New Jersey  08052
                (Address of principal executive offices)

Registrant's telephone number, including area code      (609) 667-0600
ITEM 5.  OTHER EVENTS.

By agreement executed December 22, 1998, Registrant and Allied American Capital 
Corporation mutually terminated the acquisition agreement dated September 29, 
1998, such termination to be effective December 31, 1998.

The termination was in response to the inability of Allied to obtain a firm 
commitment for the funding necessary to complete the transaction.  The parties 
agreed that the termination of the acquisition agreement resolved all 
outstanding issues between the parties.

Furthermore, by mutual agreement, Registrant and WCM Investments, Inc. entered 
into an agreement dated December 22, 1998 to cancel and return to the treasury 
of Registrant, 1,240,000 shares of common stock previously issued to WCM on 
March 31, 1997.  Such agreement further provided that Registrant would cancel 
the promissory note from WCM with a principal balance of $60,000 which was made 
in connection with the purchase of the 1,250,000 shares, and further, that WCM 
would retain 10,000 shares in consideration of the previous payment of $15,000.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

     a.    N/A

     b.    N/A

     c.    Exhibits

           10.17  Agreement terminating the acquisition agreement dated 
                  September 29, 1998

           10.18  Agreement to cancel and return to treasury 1,240,000 shares 
                  of stock previously issued to WCM Investments, Inc.
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 hereunto duly authorized.

                                          ARCA CORP.

                                          /s/ Harry J. Santoro
DATED: January 5, 1999
                                          By: Harry J. Santoro
                                              President
EXHIBIT 10.17

                                        AGREEMENT

1.   Date of Agreement.  The date of this Agreement is the 22nd day of 
December, 1998.

2.   Parties.

      2.1     ARCA CORP., with an address of 215 West Main Street, Maple 
Shade, New Jersey, 08052 ("ARCA"); and

      2.2     ALLIED AMERICAN CAPITAL CORP., with an address of  Central Park 
Tower, 2350 Airport Freeway, Suite 660, Bedford, Texas, 76022 ("Allied");

3.    Termination. 

      3.1     The parties agree that the acquisition agreement dated September 
29, 1998 (the "Agreement"), is hereby mutually terminated by the parties 
effective December 31, 1998.

      3.2     The parties represent and warrant that this termination of the 
Agreement resolves all outstanding issues between the parties, and that neither 
has any outstanding obligations to the other flowing therefrom.

                                          ARCA CORP.

                                          By: /s/ Stephen M. Robinson
                                          Stephen M. Robinson, Vice President

                                          ALLIED AMERICAN CAPITAL CORPORATION

                                          By: /s/ Wayne E. Williams
                                          Wayne E. Williams, President
EXHIBIT 10.18

                                        AGREEMENT

1    Date of Agreement.  The date of this Agreement is the 22nd day of 
December, 1998.

2    Parties.

     2.1  ARCA CORP., with an address of 215 West Main Street, Maple Shade, 
New Jersey, 08052 ("ARCA"); and

     2.2  WCM INVESTMENTS, INC., with an address of  Central Park Tower, 
2350 Airport Freeway, Suite 660, Bedford, Texas, 76022 ("WCM"); 

3    Background. 

     3.1  WCM purchased 1,250,000 shares of ARCA Corp. common stock (the 
"Shares") on March 31, 1997 for the sum of $75,000 payable by an initial cash
payment of $15,000 and $60,000 pursuant to a promissory note from WCM to ARCA 
in the amount of $60,000.

     3.2  WCM has not paid the $60,000 upon such promissory note to date, but
has paid the $15,000 initial cash payment.

     3.3  The Shares were subject to cancellation if certain conditions 
precedent did not occur.  Such conditions precedent did not occur. 

4    Resolution of Outstanding Matters.  The parties, desiring to mutually 
settle all outstanding matters with respect to the issuance of the Shares, 
hereby make the following agreements:

     4.1  WCM shall retain 10,000 shares of the 1,250,000 Shares, in 
consideration of the previous payment of $15,000.

     4.2  The remaining 1,240,000 shares shall be cancelled and returned to 
the treasury of ARCA.

     4.3  The promissory note shall be cancelled, and WCM shall have no 
further obligations thereunder.

     4.4  The escrow agent is directed to return share certificate #ARC 466 
attached hereto to American Stock Transfer & Trust Company, ARCA's transfer 
agent, along with the stock power signed by WCM for the purpose of effectuating
the cancellation of the 1,240,000 shares and the reissuing of 10,000 shares
as set forth above.  WCM shall execute a letter of instruction to the 
transfer agent to effectuate the above.

                              ARCA CORP.

                              By:  /s/ Stephen M. Robinson
                                   Stephen M. Robinson, Vice President 

                              WCM INVESTMENTS, INC.

                              By:  /s/ William C. Meier
                                   William C. Meier, President