SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A-1

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

                 For the quarterly period ended August 31, 1996

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 1-10860

                              THE HE-RO GROUP, LTD.

             (Exact name of registrant as specified in its charter)

                  Delaware                                13-3615898
   ------------------------------------   --------------------------------------

      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)
                                                           10018
             550 Seventh Avenue
                New York, NY                             (Zip Code)
           (Address of principal
             executive offices)

                                 (212) 840-6047
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

         Class A Common Stock               Outstanding at October 11, 1996
-------------------------------------   ----------------------------------------
           $.01 par value                               6,717,333


<PAGE>


                     THE HE-RO GROUP, LTD. AND SUBSIDIARIES

PART II.          OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

            1. Section (a) of Item 6 is amended to add as Exhibit 27,  Financial
Data Schedule.

            2. The following  document is being filed  herewith as Exhibit 27 in
accordance with Item 601 of Regulation S-K:

Exhibit 27. Financial Data Schedule


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                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  The He-Ro  Group,  Ltd.  has duly  caused this  Quarterly  Report on Form
10-Q/A-1 to be signed on its behalf by the undersigned thereto duly authorized.


                    THE HE-RO GROUP, LTD.
                       (Registrant)


           By:     /s/  Sam D. Kaplan
           ---------------------------------
                Name:   Sam D. Kaplan
                Title:  Chief Financial Officer and Secretary
                          (Principal Financial and Accounting Officer)

<PAGE>



                                INDEX TO EXHIBITS
                                       TO
                              THE QUARTERLY REPORT
                                  ON FORM 10-Q
                      FOR THE QUARTER ENDED AUGUST 31, 996
                                       OF
                              THE HE-RO GROUP, LTD.

Exhibit        Description                                        Sequentially
No.                                                                 Numbered
                                                                      Page

3.1       Restated    Certificate   of    Incorporation   of
          Registrant.  Incorporated  by reference to Exhibit
          3.1 of Registrant's Annual Report on Form 10-K for
          the year ended May 31,  1995  ("Registrant's  1995
          10-K").

3.2       Bylaws of Registrant, as amended.  Incorporated by
          reference to Exhibit 3.2 of Registrants 1995 10-K.

3.3       Specimen   Certificate   for   Common   Stock   of
          Registrant.  Incorporated  by reference to Exhibit
          3.3 of Registrant's 1995 10-K

10.1      Lease  dated   December  20,  1990  between  Hartz
          Mountain  Industries,  Inc.  and The He-Ro  Group,
          Inc.  relating  to  the  premises  located  at  35
          Enterprise   Avenue,    Secaucus,    New   Jersey.
          Incorporated  by  reference  to  Exhibit  10.1  of
          Registrant's 1995 10-K.

10.2      Sublease  date  May 24,  1994  between  The  He-Ro
          Group,   Inc.   (as   sublessor)   and  USA  Cargo
          Distribution Center (as sublessee) relating to the
          premises  located at One American  Way,  Secaucus,
          New Jersey.  Incorporated  by reference to Exhibit
          10.2 of the Registrant's 1995 10-K.

10.3      Lease dated September 21, 1994,  between The Louis
          Adler Realty Company H.R.I.,  Inc. relating to the
          premises located at 550 Seventh Avenue,  New York,
          New York.  Incorporated  by  reference  to Exhibit
          10.3 of Registrant's 1995 10-K.

10.4      Lease dated September 24, 1994,  between The Louis
          Adler Realty Company and H.R.I.,  Inc. relating to
          the premises  located at 550 Seventh  Avenue,  New
          York,  New  York.  Incorporated  by  reference  to
          Exhibit 10.4 of Registrant's 1995 10-K.

10.5      Lease dated September 21, 1994,  between The Louis
          Adler Realty Company and H.R.I.,  Inc. relating to
          the premises  located at 550 Seventh  Avenue,  New
          York,  New  York.  Incorporated  by  reference  to
          Exhibit 10.10 of Registrant's 1995 10-K.

10.6      Lease dated September 21, 1994,  between The Louis
          Adler  Realty  Company and The He-Ro  Group,  Inc.
          relating  to the  premises  located at 530 Seventh
          Avenue,  New  York,  New  York.   Incorporated  by
          reference  to Exhibit  10.6 of  Registrant's  1995
          10-K.



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10.7      Tenancy Agreement dated December 20, 1994, between
          Grandford  Development  and The He-Ro Group,  Inc.
          relating  to the  premises  located at Cosmos Sing
          Shing  Building,  81  Hung  To  Road,  Kwun  Tong,
          Kowloon,  Hong Kong.  Incorporated by reference to
          Exhibit 10.7 of Registrant's 1995 10-K.

10.8      License Agreement dated June 1, 1990,  between The
          He-Ro Group, Inc. and Oleg Cassini, Inc. ("Cassini
          License").  Incorporated  by  reference to Exhibit
          10.8 of Registrant's 1995 10-K.

10.8.1    Letter  Agreement  dated  December 15, 1995,  from
          Oleg  Cassini,  Inc.  to the  He-Ro  Group,  Inc.,
          amending   Cassini   License.    Incorporated   by
          reference to Exhibit 10.8.1 of Registrant's Annual
          Report  on Form  10-K for the year  ended  May 31,
          1996 ("Registrant's 1996 10-K").

10.9      Fourth  Amended  and  Restated   Revolving  Credit
          Agreement  dated as of May 15, 1995,  by and among
          The He-Ro Group,  Inc.,  and Marine  Midland Bank,
          N.A.,  as agent,  The Chase  Manhattan  Bank,  The
          Hongkong Shanghai Banking  Corporation Limited and
          ABN AMRO Bank N.V.  Incorporated  by  reference to
          Exhibit 10.9 of Registrant's 1995 10- K.

10.10     Loan and  Security  Agreement  dated as of May 12,
          1995,  by and between The He-Ro  Group,  Ltd.  and
          certain of its  subsidiaries  and Foothill Capital
          Corporation, as amended. Incorporated by reference
          to Exhibit 10.10 of Registrant's 1996 10-K.

10.11     Contribution  Agreement  dated as of May 20, 1991,
          between  the  Registrant   and  Herbert   Rounick.
          Incorporated  by  reference  to  Exhibit  10.11 of
          Registrant's 1995 10-K.

10.12     1991 Stock Option Plan.  Incorporated by reference
          to Exhibit 10.12 of Registrant's 1995 10-K.

10.13     1992   Outside   Director   Stock   Option   Plan.
          Incorporated  by  reference  to  Exhibit  10.13 of
          Registrant's 1995 10-K.

10.14     1993   Outside   Director   Stock   Option   Plan.
          Incorporated  by  reference  to  Exhibit  10.14 of
          Registrant's 1995 10-K.

10.15     Amended and Restated 1994 Outside  Director  Stock
          Option Plan.  Incorporated by reference to Exhibit
          10.15 of Registrant's 1996 10-K.

10.16     Employment  Agreement  dated  May 14,  1993 by and
          between  Allan R. Bogner and the  Registrant  (the
          "Bogner  Employment  Agreement").  Incorporated by
          reference to Exhibit  10.16 of  Registrant's  1995
          10-K.



                        (Page 2 of 3)

<PAGE>


10.17     Letter  dated  June 1, 1994 from The He-Ro  Group,
          Ltd.  to  Allan  R.  Bogner   relating  to  Bogner
          Employment Agreement. Incorporated by reference to
          Exhibit 10.17 of Registrant's 1995 10-K.

10.18     Settlement  Agreement  dated  November  30,  1995,
          between  Allan  R.  Bogner  and  the   Registrant.
          Incorporated  by  reference  to  Exhibit  10.18 of
          Registrant's Quarterly Report on Form 10-Q for the
          quarter ended February 29, 1996.

*10.19    Note and Common Stock Purchase Agreement, dated as
          of September  25, 1996,  by and among  Registrant,
          The He-Ro Group, Inc.,  Vasiliki Della Pasvantidou
          Rounick,  individually and as the Executrix of the
          Estate  of  Herbert  Rounick,  and Sun  Investment
          Partnership I, Ltd.

21.1      Subsidiaries  of the  Registrant.  Incorporated by
          reference  to Exhibit  21.1 of  Registrant's  1995
          10-K

t27.      Financial Data Schedule



*  Filed with Form 10-Q.
t  Filed with Form 10-Q/A-1.



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