BESICORP GROUP INC
10KSB/A, 1996-08-06
HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-KSB/A No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended March 31, 1996
Commission file number 0-9964
 
BESICORP GROUP INC.
______________________________________________________________________________
(Exact name of small business issuer as specified in its charter)
 
New York                                          14-1588329
______________________________________________________________________________
(State or other jurisdiction of                   (Internal Revenue Service
incorporation or organization)                    Employer Identification No.)
 
1151 Flatbush Road, Kingston, New York            12401
______________________________________________________________________________
(Address of principal executive office)           (Zip Code)
Issuer's Telephone Number, including area code:   (914) 336-7700
N/A
_____________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
 
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act 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____
 
Common stock outstanding as of July 18, 1996
2,914,648
 
Transitional Small Business Disclosure Format
Yes______ No ___X___
 
The undersigned Registrant hereby amends Item 7, Note No. 9E, first paragraph,
of its Annual Report on Form 10-KSB for the fiscal year ended March 31, 1996,
filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended:
 
E. In December 1992 the Board of Directors approved the adoption of the 1993
Incentive Plan to provide for up to 1,000,000 shares of common stock to be
available for issuance to officers, directors, employees and consultants. Awards
may be in the form of statutory stock options, non-statutory stock options,
stock appreciation rights, dividend payment rights or options to purchase
restricted stock at the discretion of the Compensation Committee. The 1993
Incentive Plan was approved by the shareholders, effective on January 1, 1993
and expires on December 31, 2002. On January 15, 1996 the plan was amended and
restated by the Board of Directors, effective
 
 
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January 1, 1996 (the Amended and Restated 1993 Incentive Plan (the "1993
Plan")), to meet the requirements of Exchange Act rule 16b-3 so that
transactions effected pursuant to the 1993 Plan qualify for exemption from
Section 16(b) of the Exchange Act.
 
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.
 
Besicorp Group Inc., Registrant
 
Date: August 6, 1996              /s/ Michael F. Zinn
                                  Michael F. Zinn
                                  President (principal executive officer)
 
Date: August 6, 1996              /s/ Michael J. Daley
                                  Michael J. Daley
                                  Vice President, Chief Financial Officer
                                  (principal financial and accounting officer)
 
 
 
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