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

                        AMENDMENT NO. 1 TO FORM 10-KSB

(Mark One)
   [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
            EXCHANGE ACT OF 1934 (FEE REQUIRED)

                    For the fiscal year ended May 31, 1996

                                      OR

   [ ]      TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES 
            EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

         For the transition period from _____________ to _____________

                        Commission File Number 1-13886

                               CAM DESIGNS INC.
                (Name of small business issuer in its charter)

                 Delaware                            75-2257039    
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)               Identification No.)

             460 Park Avenue, Suite 1100, New York, New York 10022
             (Address of principal executive offices)     (Zip Code)

                  Issuer's telephone number:   (212) 448-0240

Securities registered under Section 12(b) of the Exchange Act:

  Title of each class                  Name of each exchange on which registered
  -------------------                  ----------------------------------------
- Class A Common Stock $.001 par value    National Market System of NASDAQ; 
                                          The Pacific Stock Exchange

- Redeemable Warrants to Purchase         National Market System of NASDAQ; 
  Class A Common Stock                    The Pacific Stock Exchange

- Units (consisting of 2 shares of 
  Class A Common Stock and one Warrant)


Securities registered under Section 12(g) of the Exchange Act:

-   Units (consisting of 2 shares of Class A Common
          Stock and one Warrant)                     Electronic Bulletin Board 
                                                     of the NASD

                             (Title of class)

Check whether the issuer (1) 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] 

                          [Cover page 1 of 2 pages]


    The issuer's revenues for the fiscal year ending May 31, 1996 were
approximately $24,660,000.
    
    As of August 18, 1996, the aggregate market value, based on the average bid
and asked prices of the issuer's voting stock (Class A Common Stock) held by
non-affiliates was approximately $12,960,000.  Exclusion of shares held by any
person should not be construed to indicate that such person possesses the power,
direct or indirect, to direct or cause the direction of management or policies
of the issuer, or that such person is controlled by or under common control of
the issuer.

    As of August 18, 1996, there were 2,175,000 shares of Class A Common Stock
outstanding.


Documents Incorporated By Reference

    None.


Transitional Small Business Disclosure Format:

    Yes___    No  X  




TOTAL PAGES IN THIS REPORT:   7 (including cover page)   EXHIBIT INDEX: PAGE 4


                         [Cover page 2 of 2 pages]




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Item 13.  Exhibit and Reports on Form 8-K.

       (a)  Documents filed as part of this report:


1.  Financial Statements:

    Independent Auditors' Report

    Consolidated Financial Statements of CAM Designs Inc. and subsidiaries

    Independent Auditors' Report
    Consolidated Balance Sheets--years ended May 31, 1996 and 1995
    Consolidated Statements of Income--Years ended May 31, 1996 and 1995
    Consolidated Statements of Stockholders' Equity--Years ended May 31, 1996 
    and 1995
    Consolidated Statements of Cash Flows--Years ended May 31, 1996 and 1995
    Notes to Consolidated Financial Statements


2.  Financial Statement Schedules

    Financial Statement schedules have been omitted because the required 
    information is inapplicable or because the information is presented in the
    financial statements or related notes.

3.  Exhibits and Index:

    The following were filed as exhibits to the Company's Registration 
    Statement on Form SB-2 (File No. 33-92456) and are hereby incorporated by 
    reference herein:

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Exhibit
 No.             Description
-------          ----------- 
3.1    Restated Certificate of Incorporation of the Registrant.
3.1A   Amended Certificate of Incorporation of the Registrant.
3.2    By-Laws of the Registrant.
3.3    Certificates of Incorporation of English subsidiaries of Registrant.
4.1    Form of Warrant Agreement between the Registrant and American Stock 
       Transfer & Trust Company, including form of Warrant.
4.2    Specimen Class A Common Stock, Warrant and Unit Certificates. 
10.1   1995 Stock Option Plan.
10.2   Employment Agreement between the Registrant's subsidiary, MGA Holdings 
       Ltd., and Mr. John R. Davidson.
10.3   Employment Agreement between the Registrant's subsidiary, MGA Holdings 
       Ltd. and Mr. Robert A. Righton.
10.4   Consultancy Agreement with Charles Linder.
10.5   Form of Unit Purchase Option between the Registrant and the Underwriter.
10.6   Form of Overdraft Credit Agreement between National Westminster Bank 
       and MGA Holdings Ltd.
10.7   Stock Purchase Agreement dated as of April 7, 1995 between the 
       stockholders of the Company and CAM.
10.8   Terms and conditions of employment in Holdings UK and Form of Secrecy 
       Agreement with Employees.
10.9   Contract dated April 7, 1995 with Rolls Royce Motor Cars Ltd.
10.10  Lease at Warwick, England.
10.11  Consultancy Agreement with M.H. Meyerson & Co. Inc.
10.12  Consultancy Agreement with William Camplisson.


(b) Reports on Form 8-K:

    There were no reports on Form 8-K filed during the quarter ended May 31,
1996.
 
                                       4

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                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Amendment No. 1 to its form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              CAM DESIGNS INC.

          
                         By:  s/John R. Davidson                   
                              --------------------------------- 
                              John R. Davidson
                              Chairman of the Board, President
                              and Chief Executive Officer

DATE: October 3, 1996

    In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated:

    Signatures  Title Date 

s/John R. Davidson           Chairman of the Board,            October 3, 1996
-------------------------    President and Chief Executive 
John R. Davidson             Officer (Principal 
                             Executive Officer)

s/Robert A. Righton          Chief Financial Officer,          October 3, 1996
-------------------------    Secretary and Director
Robert A. Righton            (Principal Financial and
                             Accounting Officer)

s/Charles W. Linder          Director                          October 3, 1996
-------------------------
Charles W. Linder

s/David R. James             Director                          October 3, 1996
-------------------------
David R. James            

s/William E. Camplisson      Director                          October 3, 1996
-------------------------
William E. Camplisson

s/Peter D. Horbury           Director                          October 3, 1996
-------------------------
Peter D. Horbury

s/Theodore Sall, Ph.D        Director                          October 3, 1996
-------------------------
Theodore Sall, Ph.D

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