ATEC GROUP INC
10-Q/A, 1996-11-12
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM 10-Q

                              --------------------

                                 CURRENT REPORT

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the Quarter Ended September 30, 1996

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

                  For the Transition Period from_____ to _____

                         Commission File Number 0-22710

ATEC  GROUP,  INC.
(Exact name of registrant as specified in its charter)

Delaware                                             13-3673965
(State or other jurisdiction of                      (I.R.S. Employer
 corporation or organization)                         Identification Number)

1952 Jericho Turnpike, East Northport, New York      11731
(Address of principal executive offices)             (Zip Code)

Issuer's telephone number, including area code (516) 462-2832

Former name, former address and former fiscal year, if changed since last
report.

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 ___

As of the close of business on September 30, 1996, there were 17,066,797  shares
of the Registrant's Common Stock outstanding.

<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 thereunto duly authorized.

                                   ATEC GROUP, INC.
                                   (REGISTRANT)

   
Dated: November 12, 1996

                                   By: /s/ Ashok Rametra 
                                      -----------------------------------------
                                      Ashok Rametra, in the capacity of both
                                      Vice President and Chief Financial Officer
    



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