U.S. SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C.  20549
                        FORM 10-KSB/A
(Mark One)
[X]  Annual report under section 13 or 15(d) of the Securities Exchange Act 
of  1934 for the fiscal year ended 12/31/96.


[ ] Transition report under section 13 or 15(d) of the Securities Exchange 
Act  of 1934 for the transition period from ________ to ________. 
Commission File Number 333-5278-NY

                                 ARCA CORP.
                                 ----------
                (Name of small business issuer in its charter) 
            New Jersey                            22-3417547             
            ----------                            ----------
         (State or other 
         jurisdiction                            (IRS Employer
         of incorporation)                   Identification number) 

    215 West Main Street, Maple Shade, New Jersey   08052
    ---------------------------------------------- -------
    (Address of principal executive offices)       (Zip code) 

    (609) 667-0600
    --------------
    (Issuer's telephone number)

Securities registered under Section 12(b) of the Act: none 
Securities registered under Section 12(g) of the Act: none 

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) 
[X] 

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 knowledge, in definitive proxy or  
information statements incorporated by reference in Part III of this Form  
10-KSB/A or any amendment to this Form 10-KSB/A. [X]


State issuer's revenues for its most recent fiscal year: $735,863. 

The estimated aggregate market value of the voting stock held by  
non-affiliates of the registrant as of December 31, 1996 was $234,000.  Since  
no bid or offer had been submitted by any market maker as of the date of this  
Form 10-KSB/A, the market value is based upon the offering price of the 
Common  Stock of $1.00 per share pursuant to the Company's registration 
statement  number 333-5278-NY which became effective on November 4, 1996. 
The Company had 500,000 shares of common stock, par value $.0001 per share, 
outstanding as of December 31, 1996.

Documents incorporated by reference: The Company incorporates by reference  
various exhibits from the Company's Registration Statement on Form SB-2, file  
No. 33-5278-NY, which became effective on November 4, 1996. 

Transitional Small Business Disclosure:     Yes       No
                                                      XX
                                            ----     ----- 


<PAGE>
                                   SIGNATURES


In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto 
duly authorized.


                                     ARCA CORP.



                                          /s/ Harry J. Santoro
Dated: May 5, 1997                  By:  -------------------------------
                                         Harry J. Santoro, President
                                         (Principal Executive Officer)


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.


                                           /s/ Harry J. Santoro
Dated: May 5, 1997                         -------------------------------
                                           Harry J. Santoro
                                           President, Treasurer and Director
                                           (Principal Executive Officer)

               
                                           /s/ Stephen M. Robinson
Dated: May 5, 1997                         -------------------------------
                                           Stephen M. Robinson
                                           Vice President, Secretary
                                           and Director