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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

   
                           FORM 10-K/A AMENDMENT NO. 1
    

              (Mark one)
                  |X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR
                           15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                                       OR

                  |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR
                           15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-21670

                      ------------------------------------


                         CARDINAL REALTY SERVICES, INC.
             (Exact name of registrant as specified in its charter)

          OHIO                                                    31-4427382
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                             6954 AMERICANA PARKWAY
                            REYNOLDSBURG, OHIO 43068
           (Address of principal executive offices including zip code)

                                 (614) 759-1566
              (Registrant's telephone number, including area code)

                      ------------------------------------


SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:    NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: SHARES OF COMMON
STOCK, NO PAR VALUE

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

   
Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K [ ]
    

As  of  March  28,  1997  aggregate   market  value  of  voting  stock  held  by
non-affiliates  (based on total  shares  outstanding  reduced  by the  number of
shares held by directors,  officers, and other affiliates) of the Registrant was
$91,050,152  based on the closing price reported on the Nasdaq  National  Market
tier of the Nasdaq Stock Market.

Indicate  by check mark  whether  the  Registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. YES X NO

As of March 28, 1997 there were 4,445,531 shares of Common Stock outstanding.

The following document is incorporated herein by reference: None

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<PAGE>


   
                              PRELIMINARY STATEMENT


         This Form 10-K/A is being filed by Cardinal Realty Services,  Inc. (the
"Company") in order to correct certain  inaccuracies  previously reported in two
tables of  statistical  information  under the  sub-headings  of  "Wholly  Owned
Properties"  and  "Syndicated  Properties"  in Part  I,  Item 1  Business  - The
Company's  Business on pages 10 and 12 of its previously  filed Annual Report on
Form 10-K for its fiscal year ended  December  31, 1996 (the "1996 Form  10-K"),
and part (b) under the sub-heading  "Compliance  with Section 16 of the Exchange
Act" in Part III, Item 10 Directors and Executive  Officers of the Registrant on
page 36 of the 1996 Form 10-K. In particular,  the following three line items in
each  of  the  above-referenced   tables  of  statistical  information  included
quarterly  instead of monthly figures:  Property-Operating  Expenses/Unit/Month,
Capital and Maintenance/Unit/Month and Real Estate Taxes/Unit/Month. In addition
certain information  required to be disclosed under the sub-heading  "Compliance
with Section 16 of the Exchange Act" was erroneously omitted. In accordance with
the rules of the Securities and Exchange Commission, the Company has amended and
restated  the  statistical  information  portion  of the two  tables  under  the
sub-headings of "Wholly Owned Properties" and "Syndicated Properties" in Part I,
Item 1 Business  - The  Company's  Business  on pages 10 and 12 of the 1996 Form
10-K,  and part (b) under the  sub-heading  "Compliance  with  Section 16 of the
Exchange  Act" in Part III,  Item 10  Directors  and  Executive  Officers of the
Registrant on page 36 of the 1996 Form 10-K under cover of this Form 10-K/A.
    


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<PAGE>



   
         Part I, Item 1 Business. The statistical information portion of the two
tables in the subsection  entitled "The Company's  Business" and the subheadings
of "Wholly Owned Properties" and "Syndicated  Properties" included in the Annual
Report  on Form 10-K for the  fiscal  year  ended  December  31,  1996 is hereby
amended and restated as follows.
    


Wholly Owned Properties

<TABLE>
<CAPTION>
                                                                    Quarter Ending                           Year          Year 
                                                -------------------------------------------------------     Ending        Ending
                                                 March 31,      June 30,       Sept. 30,      Dec. 31,     Dec. 31,      Dec. 31,
                                                   1996           1996            1996          1996         1996          1995  
                                                -----------    -----------    ------------   ----------   -----------   ----------
<S>                                                  <C>            <C>             <C>          <C>           <C>          <C>    
Statistical information
-----------------------

Properties at end of period.................            114            114             114          113           113          116
Average Units...............................          8,777          8,587           8,574        8,568         8,626        8,777
Ave Economic Occupancy......................          89.7%          92.5%           91.0%        91.1%         91.1%        91.8%
Ave Rent Collected/Unit/Month ..............           $378           $385            $389         $396          $387         $366
Property - Operating Expenses/Unit/Month....           $144           $145            $149         $154          $148         $142
Capital & Maintenance/Unit/Month............            $27            $39             $31          $36           $33          $38
Real Estate Taxes/Unit/Month................            $32            $32             $32          $31           $32          $30
Property - Operating Expense Ratio..........          37.3%          36.4%           37.1%        37.6%         37.1%        37.9%

</TABLE>

Syndicated Partnerships

<TABLE>
<CAPTION>

                                                                    Quarter Ending                           Year          Year 
                                                -------------------------------------------------------     Ending        Ending
                                                 March 31,      June 30,       Sept. 30,      Dec. 31,     Dec. 31,      Dec. 31,
                                                   1996           1996            1996          1996         1996          1995  
                                                -----------    -----------    ------------   ----------   -----------   ----------
<S>                                                  <C>           <C>             <C>          <C>           <C>           <C>   
Statistical information
-----------------------

Properties at end of period.................            414           414             414          409           409           415
Average Units...............................         26,197        26,197          26,197       26,084        26,162        26,374
Ave Economic Occupancy......................          91.2%         92.4%           92.7%        92.9%         92.4%         91.9%
Average Rent Collected/Unit/Month ..........           $377          $385            $390         $395          $387          $369
Property - Operating Expenses/Unit/Month....           $151          $146            $152         $155          $151          $147
Capital & Maintenance/Unit/Month............            $34           $35             $42          $62           $43           $49
Real Estate Taxes/Unit/Month................            $30           $30             $29          $30           $30           $29
Property - Operating Expense Ratio..........          39.1%         36.9%           37.7%        37.9%          37.9%        39.1%
</TABLE>


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<PAGE>



   
         Part III, Item 10. The  subsection  entitled  "COMPLIANCE  WITH SECTION
16(a) OF THE EXCHANGE  ACT"  included in the Annual  Report on Form 10-K for the
year ended December 31, 1996 is hereby amended and restated as follows.
    

                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Exchange Act requires the  Company's  officers and
directors,  and persons who own more than 10% of the Company's  Common Stock, to
file initial  statements of  beneficial  ownership  (Form 3), and  statements of
changes in  beneficial  ownership  (Forms 4 or 5) of Common Stock of the Company
with the Securities and Exchange Commission (the "SEC"). Officers, directors and
greater  than 10%  shareholders  are required by SEC  regulation  to furnish the
Company with copies of all such forms they file.

   
         To the Company's  knowledge,  based on its review of the copies of such
forms received by it, or written  representations from certain reporting persons
that no additional  forms were required for those persons,  the Company believes
that during the previous fiscal year, all filing requirements  applicable to its
officers,  directors,  and greater than 10% beneficial owners were complied with
except as follows.  In August 1996, Messr.  Patrick M. Holder received shares of
restricted Common Stock in connection with the Company's  acquisition of Lexford
Properties,  Inc.,  some of which  shares  are  subject to  forfeiture,  and the
appropriate  Form 4 was not filed on his behalf within the required time period.
In January 1997, options were granted to Messrs. Michele R. Souder and Ronald P.
Koegler  and the  appropriate  Form 4 was not filed on their  behalf  within the
required time period. Forms 4 for Messrs.  Holder, Souder and Koegler were filed
promptly after the failure to file such forms was discovered.
    



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<PAGE>



                                   SIGNATURES

         Pursuant to requirements  of Rule 12b-15 under the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, hereunto duly authorized.

                                   CARDINAL REALTY SERVICES, INC.
                                           (Registrant)

   
Date:   April 14, 1997             By:     /s/ John B. Bartling, Jr.
                                           -------------------------------------
                                           John B. Bartling, Jr., President and
                                           Chief Executive Officer
    




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