US CHINA INDUSTRIAL EXCHANGE INC
10KSB/A, 1997-04-01
MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES
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                                  FORM 10-KSB/A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

                   For the Fiscal Year Ended December 31, 1996
                                        
                           Commission File No. 0-24624
                          ----------------------------
                         U.S.-CHINA INDUSTRIAL EXCHANGE
                 (Name of small business issuer in its charter)
                                        
           NEW YORK                                         13-3097642
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                         Identification No.)

                              7201 Wisconsin Avenue
                            Bethesda, Maryland, 20814
                                 (301) 215-7777

Securities registered pursuant to Section 12(b) of the Act: NONE

        Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.01 par value
                         Class A Warrants
                         Class B Warrants

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 past 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 [    ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of  registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ x ].

The issuer's revenue for its most recent fiscal year was $22,901,000.

The aggregate market value of the voting stock held by non-affiliates computed
by reference to the price at which the stock was sold, the average bid and asked
prices of such stock,  as of March 26, 1997 was approximately $16,704,000.

The number of shares outstanding of each of the issuer's class of common equity,
as of March 26, 1997, was 4,772,500 shares of Common Stock and 2,000,000 shares
of Class B Common Stock.

Documents Incorporated by Reference:  Part III:  Proxy Statement


- -----------------------------------------------------------------------------
This amendment is to supply required EDGAR Financial Data Schedule EX-27 left
off original submission.






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<ARTICLE> 5
<S>                             <C> 
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-END>                    DEC-31-1996
<CASH>                                        13374000
<SECURITIES>                                         0
<RECEIVABLES>                                 10870000
<ALLOWANCES>                                  (115000)
<INVENTORY>                                    2188000
<CURRENT-ASSETS>                              24965000
<PP&E>                                         2289000
<DEPRECIATION>                                (506000)
<TOTAL-ASSETS>                                28964000
<CURRENT-LIABILITIES>                          8922000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         68000
<OTHER-SE>                                    18848000
<TOTAL-LIABILITY-AND-EQUITY>                  28964000
<SALES>                                       22060000
<TOTAL-REVENUES>                              22901000
<CGS>                                         15078000
<TOTAL-COSTS>                                 22974000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (119000)
<INCOME-PRETAX>                                 717000
<INCOME-TAX>                                  (141000)
<INCOME-CONTINUING>                             576000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    576000
<EPS-PRIMARY>                                      .15
<EPS-DILUTED>                                      .15
        


</TABLE>


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