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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)

                                   (MARK ONE)
          X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        -----        THE SECURITIES AND EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 1996

                                       OR

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

                        Commission File Number 000-21629

                               THE O'GARA COMPANY
             (Exact name of registrant as specified in its charter)

            Ohio                                          31-1470817
(State or other jurisdiction of                        (I.R.S. Employer
        incorporation)                                Identification No.)

                               9113 LeSaint Drive
                              Fairfield, Ohio 45014
                                 (513) 874-2112

               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

    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_____ No__X__

The number of shares of common stock outstanding on November 30, 1996 was 
6,611,846

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Explanatory Note: This Form 10-Q/A (Amendment No. 1) is filed for the purposes
of listing Exhibit 27, the Financial Data Schedule, in Part II, Item 6(a) and
furnishing additional information to complete Exhibit 27.

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Part II - Other Information

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  11       Computation of Pro Forma Earnings Per Common Share*
                  27       Financial Data Schedule (EDGAR version only)
         
         (b)      Reports on Form 8-K.

                        No reports on Form 8-K were filed during the quarter 
                        ended September 30, 1996.

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*  Previously filed.

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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amended report to be signed on its behalf by
the undersigned thereunto duly authorized as of the 23rd day of December, 1996.

                                         THE O'GARA COMPANY



                                          By  /s/ Nicholas P. Carpinello
                                              -----------------------------
                                              Nicholas P. Carpinello
                                              Executive Vice President, 
                                              and Chief Financial Officer


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