SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                    For the fiscal year ended April 30, 1996

                    SUBMITTED PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     --------------------------------------

                              Cruise America, Inc.
                             11 West Hampton Avenue
                            Mesa, Arizona 85210-5258
                            Telephone: (602) 464-7300

                           Commission File No. 1-9471

                              I.R.S. No. 59-1403609

                         State of Incorporation: Florida
                         -------------------------------

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

Title of each class                    Name of each exchange on which registered

COMMON STOCK                                    AMERICAN STOCK EXCHANGE

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

                                    - NONE -

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  and  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
                             ---------             ---------

The aggregate market value of voting stock held by  non-affiliates as of July 5,
1996, was approximately $33,479,000. As of July 5, 1996, 5,741,068 shares of the
registrant's  Common  Stock were  outstanding  of which  4,251,356  were held by
non-affiliates of the registrant.

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. [X]

                       DOCUMENTS INCORPORATED BY REFERENCE

Information  contained in the Registrant's  proxy materials to be filed with the
Securities and Exchange  Commission has been  incorporated  by reference in Part
III of this Annual Report on Form 10-K.
<PAGE>
The undersigned  registrant hereby amends its Annual Report on Form 10-K for the
fiscal  year ended  April 30, 1996 by  deleting  Item 1  (Business)  and Item 13
(Certain  Relationships  and Related Party  Transactions)  in their entirety and
replacing such items with the following:

ITEM 1.           BUSINESS

General

Cruise  America,  Inc.  believes  it is the  largest  company  in North  America
specializing in the rental and sale of Recreational  Vehicles (RVs). The Company
began sales and rental  operations  in Miami,  Florida in 1972,  with an initial
strategy to locate  rental  centers in  metropolitan  gateway  cities  which are
destinations for large numbers of domestic and  international  travelers.  Since
that time,  the  Company has  established  85  additional  rental  and/or  sales
locations  across the United States and Canada.  At April 30, 1996,  the Company
operated a total of 16 Hub offices, 70 Satellite offices,  and a rental fleet of
2,366 recreational vehicles across North America.

RV rentals  provide the consumer with the benefits of use without the burdens of
ownership, and make Recreational Vehicle vacations available to a broad range of
consumers. RVs combine transportation, lodging, and cooking facilities at a cost
which the Company  believes  provides an  economical  alternative  to automobile
travel  and  related  hotel  and  restaurant  expenses.   Additionally,   recent
technological  advances,  including  more  aerodynamic  design,  lighter  weight
construction  and  fuel-efficient  engines,  have  substantially  increased  the
fuel-efficiency  of RVs. The Company also rents and sells  motorcycles  and vans
from selected locations.

Besides rentals,  the Company sells new and used RVs (including vehicles retired
from the rental fleet) from its Hub offices.  The sales effort is marketed under
the name RV DEPOT and currently represents approximately 50% of total revenue.

The amounts of revenues,  income and  identifiable  assets  attributable  to the
Company's foreign  operations is set forth in Note 11 to Consolidated  Financial
Statements included elsewhere in this Form 10-K.

Cruise America Rental System

Cruise  America  rents  a  wide  variety  of RVs at  each  of its 16 Hub  and 70
Satellite  offices across North America.  The Company's peak rental fleet in the
year  ended  April  30,  1996  consisted  of  3,099  RVs,  of which  2,219  were
motorhomes,  759 were truck campers,  82 were  motorcycles  and 39 were vans and
trailers. The majority of vehicles available for rent were current model, one or
two year old vehicles.

Cruise  America's  RVs include a wide range of sizes from 18 to 31 feet.  Cruise
America  motorhomes  and truck campers are fully self contained with kitchen and
bath  facilities,  heat and air  conditioning  as well as  comfortable  sleeping
arrangements.  Most motorhomes have electric  generators and many have microwave
ovens.  Cruise America RVs are as easy to drive as a car with no special license
requirements.  All vehicles  are equipped  with  automatic  transmission,  power
steering and power brakes. Most vehicles also have cruise control.

Over the years, the Company's use of rental vehicles that can easily be disposed
of after the peak summer rental season has increased significantly.  The Company
also began in the Spring of 1993 to purchase  motorhomes  that are designed such
that the coach portion can be easily  removed from the old chassis and placed on
a new  chassis.  These two  changes in the rental  fleet are  designed to reduce
maintenance  and holding  costs and increase  the service life of the  vehicles.
Virtually  the entire  rental fleet is now made up of these  specially  designed
RVs.

The Company  purchases  its rental fleet from several  manufacturers,  including
Chevrolet,   Fleetwood,   Damon,  Four  Winds,  Holiday  Rambler,  Coachmen  and
Winnebago.  The Company  believes  it enjoys  excellent  relationships  with its
suppliers,  most of which have been suppliers to the Company for many years. The
Company believes, if the need arose, that it could equip its fleet with RVs from
other suppliers  without any material adverse effect on its operations.  Most of
the Company's rental vehicles are pledged as security under financing agreements
with banks and other financial institutions.
<PAGE>
Subject  to  certain  deductible  amounts  and  retention  limits,  the  Company
maintains coverage to insure against claims based upon personal injury, property
damage  and  loss of  Company  property  in  connection  with its  business  and
operations.  In light of current  insurance costs and the Company's  experience,
the Company believes that its policy limits provide sufficient  coverage and the
deductible amounts are reasonable.

Hub Offices

At April 30,  1996,  the Company  operated  Hub offices from 16 locations in the
United  States  and  Canada.   Each  office  consists  of  full  service  rental
operations,  new,  used and  fleet RV  sales,  fleet  maintenance,  and  vehicle
storage. In addition,  each Hub office provides management and marketing support
and other services to the Satellite offices within its respective service area.

Among the factors which the Company  considers  significant  in the selection of
locations  for Hub  offices are  population,  demographics,  proximity  to major
airports,  vacation  destinations and favorable  economic  conditions within the
potential service area for the rental and sale of RVs.

Satellite Offices

At April 30, 1996,  the Company  operated 70 Satellite  rental  centers,  called
Dealers.  Dealers are independently  owned and operated businesses that contract
to  rent  the  Company's  RVs.  Typically,  the  Dealer  also  is  engaged  in a
complementary business such as car, truck or equipment rentals, or RV sales. The
Satellite  office  operator  provides the  facilities  and all personnel for the
rental operation and is paid a commission on the rental revenue  generated.  The
Company  provides  each  Dealer  with  vehicles,  maintenance,  service,  forms,
supplies, advertising and management support.

Fleet Planning and Management

Fleet management is accomplished through the coordination of reservations, fleet
purchasing,  fleet  distribution,  fleet  sales,  marketing  and  the  motorhome
rechassis/refurbish  operation.  Information derived from each of these areas is
used to establish a fleet plan designed to maximize vehicle utilization.

Reservation  information from local,  central and international  reservations is
used to schedule vehicle requirements and demands. This information is also used
to schedule routine  maintenance and to establish pricing and one-way surcharges
in order to control  vehicle  utilization  and  availability.  Expansion  of the
rental fleet and the timing of vehicle purchases, as well as the distribution of
rental  vehicles  among rental  centers,  are  determined  in part by historical
reservation  demand and anticipated  demand as expressed to management by travel
wholesalers and travel agents.

Vehicle  purchases  are  generally  scheduled so that new vehicles are delivered
according to anticipated  rental demand.  The Company encourages one-way vehicle
flow into the sunbelt  locations in the fall and into the snowbelt  locations in
the spring.

Vehicles  from  the  fleet  are  sold  at all Hub  locations.  Fleet  sales  are
controlled at the Company's  headquarters.  Because fleet sales are seasonal and
regionalized,  the  Company  maintains a wide  selection  of RVs during the peak
selling months in order to maximize sales.

Customer Service

The Company believes strongly in familiarizing the customer in all aspects of RV
usage.  Each customer is given a full  demonstration  prior to rental as well as
extensive  written  instructions.  Multilingual  personnel are retained at major
gateway  markets to assist foreign  language  speaking  customers.  On the road,
customers have access to 24- hour toll-free lines for assistance.
<PAGE>
All vehicles are cleaned,  inspected and serviced prior to pickup,  and detailed
quality  control  procedures  are used to  assure  that  vehicles  are  properly
prepared and maintained. The Company makes available to rental customers luggage
storage, kitchen supplies and utensils, linens, airport pickup and maps.

Advertising and Promotion

The Company's  objective is to provide  quality  rental  services at competitive
prices  to both  domestic  and  international  customers.  Rental  services  are
marketed  directly to the consumer and through tour operators and travel agents.
The Company's  rental  marketing  program is designed to level out rental demand
throughout the year in order to maximize vehicle utilization.

The  Company's  rental  services are marketed  internationally  by  commissioned
general  sales  agents  and by  approximately  300 travel  wholesalers  in their
brochures and related travel media in  approximately  25 countries.  The Company
also engages in direct advertisement in several foreign markets.  Currently, the
Company's  rental  programs are featured in North  American  destination  travel
brochures published in many countries throughout the world.

The Company also promotes its rental programs  through travel agents,  airlines,
automobile  clubs and other targeted  marketing  groups.  The Company has been a
participating  sponsor in various fund raising and sporting events. In addition,
the Company offers special motorhome  vacations and discounted rates designed to
stimulate business in the off-season.

The Company also conducts a balanced domestic  advertising program for sales and
rentals, which includes  advertisements in telephone  directories,  print media,
industry trade media, local newspaper displays, classified advertising and other
select  publications.  To a lesser extent,  the Company  advertises on radio and
television  and through  direct mail  promotions.  The Company also promotes its
products  and services at RV shows,  travel  trade and consumer  shows and other
special events.

Reservations

The Company's  reservations  department  maintains  toll-free customer telephone
service  across the United  States and Canada.  The  international  reservations
department   receives,    confirms,   processes   and   invoices   international
reservations.  Domestically,  the reservations department also performs customer
credit  qualification   procedures  and  processes  travel  agent  requests  and
bookings.

Vehicle Service and Parts

The Company maintains or has access to fully-equipped service facilities at each
office to support its rental fleet.  In addition,  the Company's  Mesa,  Arizona
office  maintains a retail service  department,  which is equipped to handle the
repair of virtually  any type of RV. The parts  department  supports the rental,
sales and service functions of the Company, and also provides support to the Hub
and Satellite  rental centers by stocking parts that are not readily  available.
In addition,  the parts  department  stocks  accessory  items usually sold to RV
owners.  The parts  department  conducts  mail order  sales,  both  foreign  and
domestic,  for scarce or specialized RV parts.  Parts are sold at both wholesale
and retail.

Competition

The Company believes it is the largest company in North America that specializes
in the rental and sale of RVs.  The  Company  competes  with other  leisure  and
vacation  activities,  many of which  are more  visible  and  familiar  than the
Company's  product.  The  Company  competes  in the  rental and sale of RVs with
several firms, some of which operate in multiple locations.  In addition,  there
are local competitors that operate in single locations.  Significant competitive
factors in the RV rental and sales industry include price, service, reliability,
quality of  product,  convenience,  the  ability to offer  one-way  rentals  and
vehicle  availability.  The Company  believes that it is  competitive  in all of
these categories.
<PAGE>
Employees

As of April 30, 1996, the Company had 311 full-time  employees.  The Company has
no contracts or collective bargaining agreements with labor unions and has never
experienced  work stoppages.  The Company's  management  considers its relations
with employees to be excellent.


ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED PARTY
                  TRANSACTIONS

Not applicable.
<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.

                                        CRUISE AMERICA, INC.


February 21, 1997            By:         Randall Smalley
                                         ---------------------------------------
                             Title:      President