SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 AMENDMENT NO. 1
                                       ON
                                   FORM 10-K/A

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

           For the fiscal year ended June 30, 1997

                                       OR

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from _______________ to ______________________

                         Commission file number 0-27494

                         FIRST SOUTH AFRICA CORP., LTD.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Bermuda                                          N/A
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

             Clarendon House, Church Street, Hamilton HM CX, Bermuda
             -------------------------------------------------------
             (Address of Principal Executive Offices with Zip Code)

       Registrant's telephone number, including area code (441) 295-1422)

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

Title of each class                    Name of each exchange on which registered

      None                                                None
      ----                                                ----

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

                          Common Stock, $.01 par value
                          ----------------------------
                                ("Common Stock")

                           Class A Redeemable Warrants
                           ---------------------------
                              ("Class A Warrants")

                           Class B Redeemable Warrants
                           ---------------------------
                              ("Class B Warrants")

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 [_]



<PAGE>



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 Registrants  knowledge,  in definitive  proxy or information  statements
incorporated  by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [_]

State the aggregate market value of the voting stock held by  non-affiliates  of
the Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock,  as of a specified date within 60 days prior to the date of filing.  (See
definition of affiliate in Rule 405, 17 CFR 230.405).

The   aggregate   market  value  of  the   Registrants   Common  Stock  held  by
non-affiliates of the Registrant as of September 30, 1997, was $21,175,157.

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

As of September 25, 1997 there were 3,694,498 shares of the Registrant's  Common
Stock outstanding and 1,822,500 shares of the Registrant's Class B Common Stock.


           The purpose of this Amendment  Number 1 to the Company's Form 10-K is
(i) to include  information in the "Summary  Compsensation  Table" of Item 10 in
this Amendment  regarding the 1997 compensation of Mr. Cornelius J. Roodt in his
capacity as Managing Director and Chief Financial Officer of First South African
Holdings  (Pty) Ltd., a subsidiary of the Company,  and (ii) to correct  certain
dollar amounts presented in connection with stock options granted by the Company
as set forth in the Potential  Realizable Value columns included in the "Options
Granted" table of Item 10 in this Amendment.







                                       -2-

<PAGE>



PART III
ITEM. 10
DIRECTORS AND EXECUTIVE OFFICERS

           The  officers and  directors  of the Company,  their ages and present
positions held with the Company are as follows:


     NAME                  AGE              POSITIONS WITH THE COMPANY
     ----                  ---              --------------------------

Michael Levy               51       Chairman of the Board of Directors
Clive Kabatznik            41       Chief Executive Officer, President, Chief 
                                    Financial Officer, Controller and Director
Tucker Hall                41       Secretary
Charles S. Goodwin         58       Director
John Mackey                56       Director
Cornelius J. Roodt         38       Director

           The following is a brief  summary of the  background of each director
and executive officer of the Company:

           MICHAEL  LEVY  is a  co-founder  of the  Company  and has  served  as
Chairman of the Board of Directors  since the Company's  inception.  Since 1987,
Mr. Levy has been the Chief Executive Officer and Chairman of the Board of Arpac
L.P., a Chicago-based manufacturer of plastic packaging machinery.

           CLIVE  KABATZNIK is a  co-founder  of the Company and has served as a
director and its President  since its inception and as its Vice Chairman,  Chief
Executive  Officer and Chief  Financial  Officer since October 1995.  Since June
1992,  Mr.  Kabatznik  has  served as  President  of  Colonial  Capital,  Inc. a
Miami-based  investment  banking  Company that  specializes  in advising  middle
market companies in areas concerning mergers,  acquisitions,  private and public
agency funding and debt  placements.  From 1989 to 1992,  Mr.  Kabatznik was the
President  of Biltmore  Capital  Group,  a  financial  holding  Company  that he
co-founded that controlled a registered NASD  broker-dealer.  From 1981 to 1986,
Mr. Kabatznik was the Chief Financial Officer of the Learning Annex, Inc., which
he co-founded. Mr. Kabatznik was born in South Africa.

           TUCKER HALL has been the Secretary of the Company since its inception
and is an employee of Codan Services Limited,  an affiliated company of Conyers,
Dill & Pearman,  Bermuda  counsel to the Company,  and has been employed by such
Company as a manager since 1989.

           CHARLES S.  GOODWIN  has been a director  for the  Company  since its
inception  and has  been  Managing  Director  and  Chief  Executive  Officer  of
Tessellar  Investment,  Ltd., a money  management  firm operating from Cape Cod,
Massachusetts  since 1985. Mr. Goodwin was Senior Vice President and Director of
International  Research of Arnhold & S.  Bleichroeder,  Inc.,  an  institutional
brokerage  firm from 1983 to 1984.  During the period 1971 to 1983,  Mr. Goodwin
was a Director and Vice President of Warburg Pincus Capital Corp., EMW Ventures;
Senior Vice President and Director of Research for Warburg  Pincus  Counsellors,
and a Partner and Managing  Director of E.M. Warburg Pincus & Co., an investment
counseling  and venture  capital firm.  Mr.  Goodwin is the author of "The Third
World  Century"  and "A  Resurrection  of the  Republican  Ideal"  published  by
University  Press of America,  Lanham,  Md. in 1994 and 1995  respectively.  Mr.
Goodwin received his Bachelor of Arts in Russian History from Harvard College in
1961 and his Master of Business  Administration - International Finance from the
Columbia University Graduate School of Business in 1965.


                                       -3-

<PAGE>



           JOHN  MACKEY  is  the   Chairman  of  the  Board  of  QTI,   Inc.,  a
privately-held  global  trading firm doing  business in Africa,  Asia and in the
United  States  since  1992.  Mr.  Mackey has also been a member of the Board of
Advisors of the  Leukemia  Society of America  since  1987,  and a member of the
Board of Advisors of the Syracuse  University  Business  School since 1990.  Mr.
Mackey played  football for 10 seasons in the National  Football  League and was
elected to the Pro Football Hall of Fame in 1992. Mr. Mackey has been a director
of the Company since January 1996.

           CORNELIUS J. ROODT has been a director of the Company since  December
1996. Mr. Roodt was appointed  Managing  Director and Chief Financial Officer of
FSAH, on July 1, 996. Mr. Roodt is responsible for overseeing all the activities
of FSAH's  operations in South Africa.  From 1994 to 1996 Mr. Roodt was a senior
partner at Price Waterhouse  Corporate Finance,  South Africa. From 1991 to 1994
he was an audit partner at Price Waterhouse,  South Africa. Prior to that he was
a partner at the accounting firm of Wichahn Meyernel in South Africa.


OTHER KEY EMPLOYEES

           SAMUEL S.  SMITH,  41.  Mr.  Smith is a joint  Managing  Director  of
Starpak.  Mr. Smith has been employed by Starpak and its predecessor since 1976.
Mr. Smith is responsible  for the technical  operations of Starpak which include
conceptual  design  of  machinery,  management  of the  factory  and  production
processes, commissioning and installation of machinery at customers' premises.

           RHONA L.  KABATZNIK,  61.  Ms.  Kabatznik  is a General  Manager  and
Director of L.S. Pressings. Ms. Kabatznik's  responsibilities include production
and sales  administration.  Ms. Kabatznik is the mother of Clive Kabatznik,  the
Vice Chairman, President and Chief Executive Officer of the Company, and a first
cousin of Michael Levy, the Chairman of the Company's Board of Directors.

           RAYMOND SHAFTOE,  45. Mr. Shaftoe has been a joint Managing  Director
of Starpak since 1986 and has been employed by Starpak since 1980.  Mr.  Shaftoe
has also served on the Board of  Directors  of Starpak  since 1986.  His current
responsibilities  include  supervision  of the sales and  marketing of Starpak's
products, administration and product development.

           BRUCE  THOMAS,  44.  Mr.  Thomas is the Chief  Executive  Officer  of
Europair. He has held this position since 1991 and was the principal shareholder
of  Europair  until  its sale to the  Company.  Prior  to that he was the  Chief
Financial   Officer  for  Europair  and  held  that  position  from  1976.   His
responsibilities include the management of Europair, product development,  sales
and financial oversight.

           JOHN WELCH,  48. Mr.  Welch is the founder and  Managing  Director of
Piemans Pantry, a company he established in 1982. His  responsibilities  include
overall supervision of all aspects of the business.

           WOLFGANG  BURRE,  55. Mr.  Burre is the founder of  Astoria.  He is a
fifth generation master baker and is responsible for overall corporate strategy,
product development and quality control. Mr. Burre traditionally has devoted 50%
of his time to Astoria and will continue to do so.

           Each of the above key employees,  other than Bruce Thomas, John Welch
and Wolfgang  Burre has entered into a three-year  service  contract  with their
respective  companies,  commencing March 1, 1995. Bruce Thomas and Europair have
executed a Management Agreement which shall be in effect for a three year period
commencing  January 24, 1996.  John Welch and Michael Morgan have entered into a
two year  employment  agreement  with Piemans Pantry  commencing  March 1, 1996.
Wolfgang Burre has agreed to enter into a three year employment  agreement to be
effective as of July 1, 1996.

                                       -4-

<PAGE>




           MARK JERICEVICH,  51. Mark Jericevich was the founder of Seemanns and
has been a Managing Director since Seemanns' inception in 1983.

           MATTHEW  JERICEVICH,  27.  Matthew  Jericevich  has  been a  Managing
Director of Seemanns since November 1996. For the past five years Mr. Jericevich
has held a number of  marketing  and  production  positions  at  Seemanns.  Mark
Jericevich and Matthew Jericevich are jointly  responsible for overall corporate
strategy, as well as all financial and operational issues at Seemanns.

           Mark  Jericevich and Matthew  Jericevich have entered into three year
service contracts with Seemanns, commencing November 1, 1996.

           IAN STORE,  44. Mr. Store is a Managing  Director and founder of Gull
Foods. Mr. Store is responsible for all production and operational management at
Gull, and together with Alan James, is jointly responsible for overall corporate
strategy.

           ALAN JAMES, 45. Mr. James is a Managing Director and founder of Gull.
Mr. James is responsible for Gull's marketing and sales efforts.

           Ian Store  and Alan  James  have  entered  into  three  year  service
contracts with Gull Foods, commencing January 1, 1997.

           All  directors  of the  Company  hold  office  until the next  annual
meeting of shareholders or until their successors are elected and qualified. The
officers  of the  Company  are  elected by the Board of  Directors  at the first
meeting after each annual meeting of the Company's shareholders, and hold office
until  their  death,  until  they  resign or until they have been  removed  from
office.  The Company has no executive  committee.  Pursuant to the  Underwriting
Agreement,  dated January 24, 1996 by and among the Company, FSA Stock Trust and
D.H.  Blair and executed  with respect to certain  provisions  thereof by Messrs
Clive Kabatznik and Michael Levy, the Company is required to nominate a designee
of D.H.  Blair of its initial  public  offering to the Board of Directors  for a
period of five years from the date of the completion of the Offering. D.H. Blair
has not yet selected such a designee.

COMMITTEES OF THE BOARD

           The  Board  has an Audit  Committee  (the  "Audit  Committee")  and a
Compensation  Committee (the "Compensation  Committee").  The Audit Committee is
composed  of Clive  Kabatznik,  Charles  Goodwin  and  John  Mackey.  The  Audit
Committee is responsible for recommending annually to the Board of Directors the
independent  auditors  to  be  retained  by  the  Company,  reviewing  with  the
independent  auditors  the  scope  and  results  of  the  audit  engagement  and
establishing  and  monitoring  the  Company's  financial  policies  and  control
procedures.  The Compensation  Committee is composed of Charles Goodwin and John
Mackey.  These  persons are  intended to be  Non-Employee  Directors  within the
meaning of Rule 16b-3(b)(3)(i)  promulgated under the Securities Exchange Act of
1934 (the Securities  Exchange Act). The  responsibilities  of the  Compensation
Committee are described below under the heading Stock Option Plan.

EXECUTIVE COMPENSATION

           Except for Mr. Levy,  directors  of the Company do not receive  fixed
compensation  for their  services as  directors  other than  options to purchase
5,000 shares under the Company's  stock option plan. Mr. Levy receives an annual
service fee of $30,000 and options to  purchase  5,000  shares of the  Company's
Common Stock for every

                                       -5-

<PAGE>



year of  service  as a  director  of the  Company.  However,  directors  will be
reimbursed for their reasonable  out-of-pocket  expenses  incurred in connection
with their duties to the Company.

           The  following  summary  compensation  table sets forth the aggregate
compensation  paid or accrued by the Company to its Chief Executive  Officer and
to the Managing Director and Chief Financial Officer of the Company's subsidiary
FSAH,  during the Period from July 1, 1996 through June 30, 1997. Apart from Mr.
Kabatznik, whose annual salary is $180,000, and Mr. Roodt whose annual salary is
$150,000, no executive officer of the Company received compensation in excess of
$100,000 during such period.

                           SUMMARY COMPENSATION TABLE

                                                                     LONG-TERM
                                       ANNUAL                      COMPENSATION
                                       ------                      ------------
                                    COMPENSATION
                                    ------------
                                   YEAR      SALARY     BONUS      STOCK OPTIONS
                                   ----      ------     -----      -------------
Clive Kabatznik, President         1997     $180,000   $195,142      255,000(1)
     and Chief Executive Officer   1996     $135,000                 205,000(2)

Cornelius J. Roodt                 1997     $150,000   $195,142      255,000(3)
Managing Director and Chief 
Financial Officer of FSAH

(1)   Includes (i) options granted under the Stock Option Plan to purchase 5,000
      shares of Common Stock at an exercise  price of $3.75 per share,  and (ii)
      options  granted by the Board of Directors to purchase  250,000  Shares of
      common  Stock at an  exercise  price of $4.75 per share (of which  125,000
      were immediately  exercisable and 125,000 would become exercisable on June
      24, 1999, if Mr. Kabatznik is still employed by the Company on such date).

(2)   See " - Stock Option Plan."

(3)   Includes (i) options granted under the Stock Option Plan to purchase 5,000
      shares of Common Stock at an exercise  price of $3.75 per share,  and (ii)
      options  granted by the Board of Directors to purchase  250,000  shares of
      Common  Stock at an  exercise  price of $4.75 per share (of which  125,000
      were immediately  exercisable and 125,000 would become exercisable on June
      24, 1999, if Mr. Roodt is still employed by the Company on such date).

EMPLOYMENT AGREEMENTS

           FSAM has entered into an Employment  Agreement with Clive  Kabatznik,
the Vice Chairman,  President and Chief Executive  Officer of the Company and of
FSAM.   Under  the  terms  of  such  agreement,   Mr.   Kabatznik  shall  devote
substantially  all of his business  time,  energies and abilities to the Company
and its  subsidiaries  and receives an annual  salary of $180,000 and options to
purchase  55,000 shares of Common Stock at an exercise price of $5.00 per share.
In  addition,  Mr.  Kabatznik  has been granted  additional  options to purchase
150,000 shares of Common Stock of the Company at the exercise price of $5.00 per
share,  exercisable  after the  seventh  anniversary  following  the grant date,
provided that vesting of such options will be accelerated as follows: (i) 50,000
options  will be  exercisable  on such  earlier  date that the Company  realizes
earnings  per share of $.75 or more on a fiscal year basis,  (ii) an  additional
50,000  options  will be  exercisable  on such  earlier  date  that the  Company
realizes  earnings per share of $1.00 or more on a fiscal year basis,  and (iii)
an additional  50,000  options will be exercisable on such earlier date that the
Company realizes earnings per share of $1.50 or more on a fiscal year basis. The
options  referred  to in (i) and (ii)  above  have  vested  as a  result  of the
Company's  realization of the applicable  earnings per share  requirements.  The
Company intends, during the term of Mr. Kabatznik's employment

                                       -6-

<PAGE>



agreement, to pay Mr. Kabatznik an annual incentive bonus of five percent of the
Minimum  Pretax  Income (as provided in Mr.  Kabatznik's  employment  agreement)
above  $4,000,000,  as shall be  reported  in the  Company's  audited  financial
statements for each fiscal year in which Mr. Kabatznik is employed, exclusive of
any extraordinary earnings or charges which would result from the release of the
Earnout Escrow Shares.

           FSAM has entered  into a  consulting  agreement  with  Michael  Levy,
pursuant  to which Mr.  Levy  serves as a  consultant  to FSAM.  The term of the
agreement  is for a period of three years until  January 31,  1999.  Mr.  Levy's
compensation for such consulting services is $60,000 per annum.

           FSAH has entered  into an  Employment  Agreement  with  Cornelius  J.
Roodt, the Managing  Director and Chairman of the Board of FSAH. Under the terms
of such  agreement,  Mr.  Roodt shall devote  substantially  all of his business
time,  energies  and  abilities  to the Company and its  subsidiaries  and shall
receive an annual salary of $150,000 and options to purchase  150,000  shares of
FSAH Class B Stock at an  exercise  price of Rand 13.05 per share.  Mr.  Roodt's
salary under his Employment  Agreement  shall be reviewed on an annual basis. In
addition,  the 150,000  shares of FSAH Class B Stock are  exercisable  after the
fifth  anniversary  following  the grant  date,  provided  that  vesting of such
options will be accelerated  as follows:  (i) 50,000 options will be exercisable
on such  earlier  date that the Company  realizes  earnings per share of $.75 or
more  on a  fiscal  year  basis,  (ii)  an  additional  50,000  options  will be
exercisable on such earlier date that the Company realizes earnings per share of
$1.00 or more on a fiscal year basis,  and (iii) an  additional  50,000  options
will be exercisable on such earlier date that the Company realizes  earnings per
share of $1.50 or more on a fiscal  year basis.  The options  referred to in (i)
and (ii)  above  have  vested as a result of the  Company's  realization  of the
applicable earnings per share requirements. The Company intends, during the term
of Mr. Roodt's employment agreement,  to pay Mr. Roodt an annual incentive bonus
of four  percent of the  Minimum  Pretax  Income  (as  provided  in Mr.  Roodt's
employment  agreement) above  $5,000,000,  as shall be reported in the Company's
audited  financial  statements  for  each  fiscal  year in  which  Mr.  Roodt is
employed,  exclusive of any extraordinary earnings or charges which would result
from the release of the Earnout Escrow Shares.

STOCK OPTION PLAN

           The  Board  of   Directors   of  the  Company  has  adopted  and  the
shareholders  (prior to the  Company's  initial  public  offering)  approved the
Company's  1995 Stock Option Plan (the "Stock  Option  Plan").  The Stock Option
Plan  provides  for the grant of (i)  options  that are  intended  to qualify as
incentive stock options  (Incentive Stock Options) within the meaning of Section
422 of the Code to key  employees  and (ii)  options not  intended to so qualify
(Nonqualified Stock Options) to key employees  (including directors and officers
who are employees of the Company),  and to directors and consultants who are not
employees.  The total number of shares of Common Stock for which  options may be
granted under the Stock Option Plan is 350,000 shares.

           The  Stock  Option  Plan is to be  administered  by the  Compensation
Committee of the Board of Directors.  The Committee shall determine the terms of
options exercised, including the exercise price, the number of shares subject to
the option and the terms and conditions of exercise. No option granted under the
Stock Option Plan is transferable by the optionee other than by will or the laws
of descent and distribution  and each option is exercisable  during the lifetime
of the optionee only by such optionee or his legal representatives.

           The exercise price of Incentive Stock Options granted under the Stock
Option Plan must be at least  equal to the fair  market  value of such shares on
the date of grant (110% of fair market value in the case of an optionee who owns
or is deemed to own stock  possessing  more than 10% of the voting rights of the
outstanding capital stock of the Company (or any of its subsidiaries).  The term
of each option granted pursuant to the Stock Option Plan shall be established by
the Committee, in its sole discretion;  provided, however, that the maximum term
for each Incentive Stock Option granted pursuant to the Stock Option Plan is ten
years (five years in the case of an optionee

                                       -7-

<PAGE>



who owns or is  deemed  to own  stock  possessing  more  than  10% of the  total
combined voting power of the outstanding capital stock of the Company (or any of
its  subsidiaries).  Options shall become  exercisable at such times and in such
installments  as the  Committee  shall  provide in the terms of each  individual
option.  The  maximum  number of shares for which  options may be granted to any
individual in any fiscal year is 210,000.

           The Stock Option Plan also contains an automatic option grant program
for the non-employee  directors.  Each  non-employee  director of the Company is
automatically  granted an option for 5,000 shares of Common  Stock.  Thereafter,
each person who is a  non-employee  director of the Company  following an annual
meeting  of  shareholders  will  be  automatically  granted  an  option  for  an
additional 5,000 shares of Common Stock.  Each grant will have an exercise price
per share equal to the fair market  value of the Common  Stock on the grant date
and will have a term of five  years  measured  from the grant  date,  subject to
earlier termination if an optionee's service as a Board member is terminated for
cause.

           The Company has granted options to purchase  750,000 shares of Common
Stock:

<TABLE>
<CAPTION>
                                 OPTIONS GRANTED

                                                                                           POTENTIAL 
                                           PERCENT OF TOTAL                            REALIZABLE VALUE AT
                                           OPTIONS GRANTED                               ASSUMED ANNUAL
                                                  TO         PER SHARE                 RATE OF STOCK PRICE
                                 OPTIONS     EMPLOYEES IN    EXERCISE   EXPIRATION   APPRECIATION FOR OPTION
                                 GRANTED   FISCAL YEAR (1)     PRICE       DATE             TERM
                                 -------  -----------------   -------     ------      -------------------
                                                                                         5%         10%
                                                                                      --------  ---------
<S>                               <C>             <C>          <C>         <C>        <C>        <C>     
Michael Levy...................   5,000           .66%         $5.00       (2)        $  6,900   $ 15,273
                                  5,000           .66%          3.75       (2)           5,200     11,500
Clive Kabatznik................ 205,000         27.33%          5.00       (3)         283,188    625,773
                                  5,000           .66%          3.75       (2)           5,200     11,500
                                250,000         33.33%          4.75       (4)         328,084    724,981
Laurence M. Nestadt............   5,000           .66%          5.00       (2)           6,900     15,273
Charles S. Goodwin.............   5,000           .66%          5.00       (2)           6,900     15,273
                                  5,000           .66%          3.75       (2)           5,200     11,500
John Mackey....................   5,000           .66%          5.00       (2)           6,900     15,273
                                  5,000           .66%          3.75       (2)           5,200     11,500
Cornelius J. Roodt.............   5,000           .66%          3.75       (2)           5,200     11,500
                                250,000         33.33%          4.75       (4)         328,084    724,981
</TABLE>

---------------
(1)   The numbers have been rounded for the purpose of this table.

(2)   Options  granted  will  expire  five years from the date  granted  and are
      immediately exercisable.

(3)   55,000  options  granted  will  expire  five years from the date  granted;
      50,000  additional  options  will be  exercisable  following  the  seventh
      anniversary  of the grant  date and until  the tenth  anniversary  of such
      date,  subject to  accelerated  vesting upon the Company's  realization of
      certain  earnings  per  share  targets;  100,000  additional  options  are
      currently exercisable until the tenth anniversary of the date of grant.

(4)   Non-plan options to purchase 250,000 shares of Common Stock at an exercise
      price of $4.75 granted by the Board of Directors to each of Mr.  Kabatznik
      and Mr. Roodt in the fourth  quarter of fiscal year 1997 (of which 125,000
      were immediately  exercisable and 125,000 will become  exercisable on June
      24, 1999, if the optionee is still employed by the Company on such date).



                                       -8-


<PAGE>


                                   SIGNATURES


           Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned,  thereunto duly authorized in the City of Coconut
Grove, State of Florida, on the 30th day of January, 1998.

                                                  FIRST SOUTH AFRICA CORP., LTD.


                                                  BY: /s/ Clive Kabatznik
                                                     -----------------------
                                                      Clive Kabatznik
                                                      President




                                       -9-