AFGL INTERNATIONAL INC
10QSB/A, 1996-06-25
MANAGEMENT SERVICES
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               U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                          FORM 10-QSB/A
                         Amendment No. 1

[ 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 No. 0-23170

                    AFGL INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)

     NEVADA                                      75-2134871
(State of other jurisdiction                 (I.R.S. Employer
of incorporation or organization)             Identification No.)

850 Third Avenue, New York, New York 10022
(Address of principal executive offices)

(212) 508-3500
(Issuers telephone number)

Check whether the issuer (1) has 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 issuer
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:
State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:
4,597,358 shares of common stock.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS:  Attached for filing with this amendment to the Form 10-QSB of
           AFGL International, Inc., for the quarter ended March 31, 1996,
           is the Financial Data Schedule, Exhibit Reference Number 27.
           
SIGNATURES

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   AFGL INTERNATIONAL, INC.

Date:  June 25, 1996               Barry S. Roseman (Signature)
                                   Chief Operating Officer
                                   (Duly Authorized and Principal
                                   Financial Officer)



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS PRESENTED IN THE QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTER ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                         510,410
<SECURITIES>                                         0
<RECEIVABLES>                                4,385,087
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             5,296,430
<PP&E>                                       1,400,604
<DEPRECIATION>                                 909,611
<TOTAL-ASSETS>                              12,780,046
<CURRENT-LIABILITIES>                        3,658,810
<BONDS>                                      1,972,169
                        3,100,300
                                          0
<COMMON>                                        45,974
<OTHER-SE>                                   2,739,044
<TOTAL-LIABILITY-AND-EQUITY>                12,780,046
<SALES>                                              0
<TOTAL-REVENUES>                             5,500,135
<CGS>                                                0
<TOTAL-COSTS>                                4,268,405
<OTHER-EXPENSES>                                79,162
<LOSS-PROVISION>                                 6,201
<INTEREST-EXPENSE>                              84,858
<INCOME-PRETAX>                              1,152,568
<INCOME-TAX>                                   535,909
<INCOME-CONTINUING>                            616,659
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   606,476
<EPS-PRIMARY>                                      .10
<EPS-DILUTED>                                      .08
        

</TABLE>


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