FINANCING FOR SCIENCE INTERNATIONAL INC
10-Q/A, 1996-05-08
MISCELLANEOUS BUSINESS CREDIT INSTITUTION
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                   
                                FORM 10-Q/A
                              AMENDMENT NO. 1

(Mark One)
    [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
           FOR THE QUARTERLY PERIOD ENDED:    March 31, 1996
                                   
                                  OR
                                   
    [   ] 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:   0-22740
                                   
                    FINANCING FOR SCIENCE INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)
                                   
                                                 
           DELAWARE                                        06-1179144
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)
                                                 
        10 WATERSIDE DRIVE                         
 FARMINGTON, CONNECTICUT 06032-3065                        06032-3065
(Address of principal executive offices)                   (Zip Code)
                                                                            
                                
                                (860) 676-1818
               (Registrant's telephone number, including area code)
                                
                                NOT APPLICABLE.
(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  [  ]
   
                      APPLICABLE ONLY TO CORPORATE ISSUERS
   
   Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date: 5,394,600 shares as of 
April 26, 1996.

<PAGE>


Item 3. Exhibits.

EXHIBIT NO.    The following exhibits are filed herewith

3.1       Restated Certificate of Incorporation of the Company incorporated
          by reference to Exhibit 3.1 to the Company's Report on Form 10-Q for
          the period ended June 30, 1994.

3.2       By-Laws of the Company incorporated by reference to Exhibit 3.2 
          to the Company's Report on Form 10-Q for the period ended 
          June 30, 1994.

4.1       Amended and Restated Indenture dated as of March 1, 1996 by and 
          between the Company, FSI Funding Corp. II and Manufacturers and
          Traders Trust Company, Trustee, incorporated by reference to 
          Exhibit 4.1 to the Company's Report on Form 10-Q for the period
          ended March 31, 1996.

4.2       Series 1996-1 Supplemental Indenture dated as of March 28, 1996 
          to the Amended and Restated Indenture by and between the Company,   
          FSI Funding Corp. II and Manufacturers and Traders Trust Company,
          Trustee, dated as of March 1, 1996, incorporated by reference to 
          Exhibit 4.2 to the Company's Report on Form 10-Q for the period 
          ended March 31, 1996.

10.1      Amendment Agreement No. 1 dated as of March 1, 1996 to the 
          Contribution, Sale and Assignment Agreement by and between the 
          Company and FSI Funding Corp. II, dated as of March 1, 1995, 
          incorporated by reference to Exhibit 10.1 to the Company's Report  
          on Form 10-Q for the period ended March 31, 1996.

10.2      Sale Agreement Supplement dated as of March 28, 1996 to the 
          Contribution, Sale and Assignment Agreement by and between the 
          Company and FSI Funding Corp. II, dated as of March 1, 1995, 
          incorporated by reference to Exhibit 10.2 to the Company's Report  
          on Form 10-Q for the period ended March 31, 1996.

11        Statement re: Computation of Per Share Earnings.

     (b)  Reports on Form 8-K. The Registrant did not file any reports on 
     Form 8-K during the quarter ended March 31, 1996.

<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.

                                     FINANCING FOR SCIENCE INTERNATIONAL,INC.

                                         ROBERT W. MAXWELL
Date:  May 8, 1996                     
                                     Robert W. Maxwell
                                     President and Chief Operating Officer as
                                     signatory on behalf of the Registrant 
                                     and as Chief Financial and Accounting 
                                     Officer






                                                       EXHIBIT 11
                                                                 
                  
            FINANCING FOR SCIENCE INTERNATIONAL, INC.
               COMPUTATION OF EARNINGS PER SHARE
            For the three months ended March 31, 1996
        (Amounts in thousands, except per share amounts)



    [S]                                               [C]          
    Net earnings                                      $   764
                                                      =======        
                                                     
    Weighted average number of shares outstanding       5,423
                                                             
    Weighted average shares issuable on exercise of          
    dilutive stock options                                269
                                                             
    Weighted average shares of treasury stock            (38)
                                                      -------       
    Weighted average number of common and                    
    common equivalent shares                            5,654
                                                      =======     
                                                        
    Net earnings per share                            $   .14
                                                      =======





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