FORM 10-KSB/A
       (Amendment  No. 1)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

For the fiscal year ended April 30, 1996.

[ ]  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 No. 33-99998

GROUP LONG DISTANCE, INC.
(Exact name of registrant as specified in its charter)

FLORIDA                                                  65-0213198
State or other jurisdiction                                  (I.R.S. Employer
incorporation or organization                               Identification No.)

1451 West Cypress Creek Road, Suite 200
Fort Lauderdale, Fl. 33309
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (954) 771-9696

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

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 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 is not contained in this form, and no disclosure will be
contained to the best of registrant's

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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]

State issuer's revenues for its most recent fiscal year: $12,364,643

The aggregate market value of the common voting stock held by non-affiliates as
of August 5, 1996 was approximately $12,655.259 based on the last sale price of
the Common Stock on August 5, 1996 of $7.25 per share and reported by NASDAQ
Trading and Market Services Research Department.

Shares outstanding of the registrant's common stock as of August 5, 1996:
2,257,348 shares.

Transitional Small Business Disclosure Format:

Yes [ ]    No [X]

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GROUP LONG DISTANCE, INC.

Table of Contents
Page No.


PART III.

        Item 13.        Exhibits and Reports on Form 8-K

(a) Exhibit 27-Financial Data Schedule                    5
(b) Reports on Form 8-K
None


SIGNATURES      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 this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

GROUP LONG DISTANCE, INC.

Date: November 5, 1996  By: /s/ Gerald M. Dunne, Jr.
        Gerald M. Dunne, Jr.,
        President and Chief Executive Officer


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<PAGE>
FORM EX-27
[ARTICLE]                                       5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
GROUP LONG DISTANCE, INC. FINANCIAL STATEMENTS ENDED APRIL 30, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<TABLE>
<S>             <C>
[PERIOD]   YEAR
[FISCAL-YEAR-END]       APR-30-1996
[PERIOD-END]    APR-30-1996
[CASH]  78,767
[SECURITIES]    0
[RECEIVABLES]   1,559,710
[ALLOWANCES]    (358,000)
[INVENTORY]     0
[CURRENT-ASSETS]        1,601,971
[PP&E]  106,923
[DEPRECIATION]  (29,647)
[TOTAL-ASSETS]  2,740,411
[CURRENT-LIABILITIES]   2,453,043
[BONDS] 0
[PREFERRED-MANDATORY]   0
[PREFERRED]     0
[COMMON]        0
[OTHER-SE]      188,641
[TOTAL-LIABILITY-AND-EQUITY]    2,740,411
[SALES] 0
[TOTAL-REVENUES]        12,364,643
[CGS]   9,009,131
[TOTAL-COSTS]   9,009,131
[OTHER-EXPENSES]        2,603,531
[LOSS-PROVISION]        365,066
[INTEREST-EXPENSE]      19,050
[INCOME-PRETAX] 367,865
[INCOME-TAX]    169,900
[INCOME-CONTINUING]     197,965
[DISCONTINUED]  0
[EXTRAORDINARY] 0
[CHANGES]       0
[NET-INCOME]    197,965
[EPS-PRIMARY]   0.10
[EPS-DILUTED]   0.10
</TABLE>