SECURITIES AND EXCHANGE COMMISSION
 
                             Washington, D.C. 20549


 
                                   FORM 10-Q/A
                                 AMENDMENT NO.1

                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


For quarterly period ended November 30, 1996

Commission File No.  0-19369


                   LITTLE SWITZERLAND, INC.

    (Exact name of registrant as specified in its charter)

Delaware                            66-0476514
(State of Incorporation)            (I.R.S Employer
                                    Identification No.)

161-B Crown Bay Cruise Ship Port
St. Thomas U.S.V.I.                             00802
(Address of Principal Executive Offices)   (Zip Code)

(809) 776-2010
(Registrant's Telephone Number, Including Area Code)


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 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       



At January 13, 1997, 8,461,488 shares of $.01 par value
common stock of the registrant were outstanding.

<PAGE>


                            LITTLE SWITZERLAND, INC.

                              INDEX TO FORM 10-Q/A

                     FOR THE QUARTER ENDED November 30, 1996


                                                               PAGE
PART I.         FINANCIAL INFORMATION

Item 1.         Financial Statements

      Consolidated Balance Sheets as of
      November 30, 1996 (unaudited) and
      June 1, 1996                                               3

      Consolidated Statements of Income
      for the three and six months
      ended November 30, 1996 and December 2,
      1995 (unaudited)                                           4
 
 
      Consolidated Statements of Cash Flows
      for the six months ended November 30,
      1996 and December 2, 1995 (unaudited)                      5

      Notes to Consolidated Financial
      Statements (unaudited)                                     6-11


Item 2.         Management's Discussion and Analysis
                of Financial Condition and Results
                of Operations                                   12-14


PART II. OTHER INFORMATION

Item 4.  Submission of Matters to a Vote
                   of Security Holders                          15

Item 6.         Exhibits and Reports on Form 8-K                15

Signature Page                                                  16








<PAGE>

PART I.  FINANCIAL INFORMATION                                      FORM 10-Q/A
Item 1.  Financial Statements                                       Page 3
 
                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Consolidated Balance Sheets (in thousands)

                                                    November 30,      June 1,
                          ASSETS                      1996             1996   
                                                      ----             ----   
Current assets:                                     (unaudited)
   Cash and cash equivalents........................$  4,810         $  5,393
   Accounts receivable..............................   1,864            1,892
   Inventory........................................  49,826           43,678
   Prepaid expenses and other current assets........   3,194            1,607 
                                                      ------           ------ 
         Total current assets.......................  59,694           52,570 
                                                      ------           ------ 

Property, plant and equipment, at cost..............  36,898           34,247
   Less -- Accumulated depreciation................. (14,093)         (12,522)
                                                      ------           ------ 
                                                      22,805           21,725
                                                      ------           ------

Other assets........................................   3,463            3,582 
                                                      ------           ------
         Total assets...............................$ 85,962         $ 77,877 
                                                      ======           ======
               LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
   Current portion of long term debt................$  1,388         $    832
   Unsecured notes payable..........................  13,600            7,100
   Accounts payable.................................  11,991            6,839
   Accrued and currently deferred income taxes......     392            2,002
   Other accrued expenses and deferred income.......   2,587            3,225 
                                                      ------           ------
         Total current liabilities..................  29,958           19,998

Long term debt......................................   7,513            8,068

Deferred income taxes...............................      90               90 
                                                      ------           ------

         Total liabilities..........................  37,561           28,156 
                                                      ------           ------

Commitments and contingencies.......................     ---              ---

Minority interest...................................   1,619            1,619  
Stockholders' equity:
  Preferred stock, $.01 par value--
    Authorized--5,000 shares
    Issued and outstanding--none....................     ---              ---
  Common stock, $.01 par value--
    Authorized--20,000 shares
    Issued and outstanding--8,459 shares
      at November 30, 1996 and 8,457
      at June 1, 1996...............................      85               85
  Capital in excess of par..........................  14,801           14,792
  Retained earnings.................................  31,896           33,225
                                                      ------           ------

      Total stockholders' equity....................  46,782           48,102 
                                                      ------           ------
      Total liabilities, minority interest
         and stockholders' equity...................$ 85,962         $ 77,877
                                                      ======           ======
           See accompanying notes to consolidated financial statements

<PAGE>

PART I. FINANCIAL INFORMATION                                      FORM 10-Q/A
Item 1. Financial statements                                       Page 4
 

                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
                      (in thousands except per share data)
                                   (unaudited)



                                For the three                For the six
                                months ended                 months ended
                          November 30,  December 2,    November 30, December 2,
                             1996          1995           1996        1995   
 

Net sales....................$17,458     $ 9,751        $33,326      $23,820
Cost of sales................  9,820       5,581         18,792       13,558 
                             -------     -------        -------      ------- 
                               
Gross profit.................  7,638       4,170         14,534       10,262

Selling, general and
administrative expenses......  8,019       6,369         15,948       12,702

Business interruption
insurance proceeds...........    132         ---            560         ---  
                             -------     -------        -------      ------- 

  Operating (loss)...........   (249)     (2,199)          (854)      (2,440)

Interest expense, net........    436         106            768          181 
                              -------     -------        -------      ------- 
 
   (Loss) before benefit
      for income taxes.......   (685)     (2,305)        (1,622)      (2,621)

(Benefit) for income taxes...   (125)       (414)          (293)        (480) 
                              -------     -------        -------      -------

Net (loss)...................$  (560)    $(1,891)        (1,329)      $(2,141)
                              =======    ========        =======      ========  

Net (loss) per share.........$ (0.07)    $ (0.22)        $(0.16)        (0.25)
                              =======    ========        =======      ========

 

Weighted average shares
    outstanding..............  8,494       8,454          8,476         8,454 
                              =======    ========        =======      ======== 

                                         `


            See accompany notes to consolidated financial statements

<PAGE>

PART I. FINANCIAL INFORMATION                                      FORM 10-Q/A
Item 1. Financial statements                                       Page 5

                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

                                                    For the six months ended
                                                    November 30,  December 2,
                                                       1996         1995
                                                       ----         ----
Cash flows from operating activities: 
Net (loss)..........................................$ (1,329)   $ (2,141)
     Adjustments to reconcile net loss to
       net cash provided by operating activities--
       Depreciation and amortization................   1,571       1,158
       Changes in assets and liabilities:
         Decrease in accounts receivable............      28          40
        (Increase) in inventory.....................  (6,148)     (3,598)
        (Increase) in prepaid expenses
           and other current assets.................  (1,587)       (908)
         Decrease in other assets...................     119          15
       Increase in accounts payable.................   5,152       3,003
        (Decrease) increase in other accrued
            expenses and deferred income............    (757)      1,885
        (Decrease) in accrued and currently
           deferred income taxes....................  (1,490)       (712)
                                                      -------     -------
   Net cash (used in) operating activities..........  (4,441)     (1,258)
                                                      -------     -------

Cash flows from investing activities:
     Capital expenditures...........................  (2,651)     (2,791)
                                                      -------     -------
   Net cash (used in) investing activities..........  (2,651)     (2,791)
                                                      -------     -------
Cash flows from financing activities:
     Increase in unsecured notes payable............   6,500       5,500
     Issuance of common stock.......................       9           9
                                                      -------     -------
Net cash provided by financing activities...........   6,509       5,509
                                                      -------     -------

Net (decrease) increase in cash and cash equivalents    (583)      1,460

Cash and cash equivalents, beginning of period......   5,393       2,899
                                                      -------     -------
Cash and cash equivalents, end of period............$  4,810    $  4,359 
 
During the six months ended November 30, 1996 and December 2, 1995, the
Company paid income taxes of $1,197 and $232, respectively, and paid interest
of $709 and $172, respectively.


           See accompanying notes to consolidated financial statements

<PAGE>

FINANCIAL INFORMATION                                               FORM 10-Q/A
Item 1.  Financial statements                                       Page 6
 

                 LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                 Notes to Consolidated Financial Statements
 
                             (unaudited)


1. CONSOLIDATED FINANCIAL STATEMENTS

     The accompanying  consolidated  financial statements include the operations
of Little  Switzerland,  Inc. (the "Company") and its wholly owned  subsidiaries
L.S.  Holding,  Inc.  and L.S.  Wholesale,  Inc.  All  significant  intercompany
balances have been eliminated in consolidation. The interim financial statements
are  unaudited  and,  in the  opinion of  management,  contain  all  adjustments
necessary to present fairly the Company's  financial position as of November 30,
1996 and December 2, 1995 and the results of its  operations  and cash flows for
the interim  periods  presented.  It is suggested  that these interim  financial
statements be read in  conjunction  with the financial  statements and the notes
thereto included in the Company's latest report on Form 10-K.

     Effective with the second quarter of fiscal year 1996, the Company  adopted
a "4-5-4" fiscal  calendar  wherein each fiscal  quarter  contains two four week
periods and one five week  period,  with each period  beginning  on a Sunday and
ending on a Saturday.  Previously,  the  Company  used  calendar  months for its
fiscal  periods.  The  purpose  of this  change is to  provide  more  consistent
comparability  between fiscal periods. The change in fiscal calendar resulted in
three less days in the six month period of the current  year, as compared to the
prior year. Management estimates that these three days represent approximately a
$.01 per share net  income  in the prior six month  period.  There was no fiscal
calendar difference in the three month period, this year compared to last year.

     The  results  of  operations  for the  interim  periods  presented  are not
necessarily indicative of the results to be expected for a full fiscal year, due
to the seasonal nature of the Company's operations.


2. RESTATEMENT

     In July, 1997 management disclosed to its independent auditors that certain
transactions  may have been recorded in error on the books of the Company.  As a
result, the Company engaged Arthur

<PAGE>

                                                                    FORM 10-Q/A
                                                                    Page 7


                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
 
                                   (unaudited)

     Andersen,  LLP to evaluate the matter and determine the impact,  if any, on
the  Company's   previously  and  currently  reported   consolidated   financial
statements.  After extensive review,  analysis and evaluation,  which focused on
unlocated  differences  in cash balances,  management  believes that an employee
defalcation  has occurred  during the current fiscal year. The estimated loss of
approximately  $481,000  and  $758,000  has been  classified  as a  general  and
administrative  expense in the accompanying restated consolidated  statements of
income  for  the  three  and  six  month  periods   ended   November  30,  1996,
respectively.


3. USE OF ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.


4. TRANSACTIONS WITH AFFILIATES

     The  Company  enters  into a number  of  transactions  with  Town & Country
Corporation, of which two of the Company's Directors are Executive Officers. The
Company  purchases  a portion  of its  merchandise  from Town & Country  and its
affiliated companies at prices which approximate arm's-length transactions.


5. CREDIT ARRANGEMENTS

     The Company  has  available a total of $17.5  million in  unsecured  credit
facilities,  of which $3.9 million is available  for borrowing  with  maturities
ranging from one to three years from November 30, 1996. Any unfunded  portion of
the facilities can be withdrawn at the bank's discretion. Outstanding borrowings
against these credit  facilities  totaled $13.6 million as of November 30, 1996.
Additionally, in February 1996, the Company secured term debt

<PAGE>

                                                                   FORM 10-Q/A
                                                                   Page 8


                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
 
                                   (unaudited)


     of  approximately  $8.9  million  from its two lead  banks to  finance  the
acquisition of the fixtures,  leasehold  rights and inventories of two stores in
Barbados.  Interest  on  this  debt  accrues  at  an  annual  interest  rate  of
approximately  7.25%, and is payable monthly.  The principal is payable in equal
quarterly  payments  over a four  year  period,  commencing  March  1997.  As of
November 30, 1996, the Company was in compliance with all restrictive  covenants
related to its unsecured and term debt agreements. Additionally, the Company has
available separate facilities for foreign exchange contracts.


6. EARNINGS PER SHARE

     Earnings  per  share is based on the  weighted  average  number  of  shares
outstanding  during each period.  Primary and fully  diluted  earnings per share
have not been presented as they are within three percent of simple  earnings per
share.


7. ACCOUNTING FOR INCOME TAXES

     The Company uses the  liability  method in  accounting  for income taxes in
accordance  with SFAS No. 109. This standard  determines  deferred  income taxes
based on the  estimated  future  tax  effects  of any  differences  between  the
financial  statement  and the tax basis of  assets  and  liabilities,  given the
provisions of the enacted tax laws.


8.  INTANGIBLE ASSETS

     The Company  accounts for long-lived  and  intangible  assets in accordance
with SFAS No. 121,  Accounting for the  Impairment of Long-lived  Assets and for
Long-lived  Assets to be  Disposed  of.  The  Company  continually  reviews  its
intangible  assets for events or changes in  circumstances  which might indicate
that the  carrying  amount of the assets  may not be  recoverable.  The  Company
assesses  the   recoverability   of  the  assets  by  determining   whether  the
amortization of such intangibles over their remaining lives can be


<PAGE>

                                                                   FORM 10-Q/A
                                                                   Page 9

                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

                                   (unaudited)


     recovered  through  projected  undiscounted  future results.  The amount of
impairment,  if any, is measured  based on projected  discounted  future results
using a discount rate reflecting the Company's average cost of funds.


9.  STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 123 - 
         ACCOUNTING FOR STOCK-BASED COMPENSATION

     In December 1995, the Financial  Accounting Standards Board issued SFAS No.
123, Accounting for Stock-Based  Compensation,  which is to become effective for
fiscal years beginning  after December 15, 1995. SFAS No. 123 requires  employee
stock-based  compensation  to be either recorded or disclosed at its fair value.
Management intends to continue to account for employee stock-based  compensation
under  Accounting  Principles  Board  Opinion  No. 25 and will not adopt the new
accounting  provision for employee stock- based compensation under SFAS No. 123,
but will include the additional required disclosures in the fiscal 1997 year end
financial statements.


10.  ADVERTISING

     The Company expenses the costs of advertising as advertisements are printed
and distributed.  The Company's advertising consists primarily of advertisements
with local and national travel  magazines which are produced on a periodic basis
and  distributed  to  visiting  tourists,  and fees paid for  promotional  "port
lecturer" programs directed primarily at cruise ship passengers.


11.  COMMITMENTS AND CONTINGENCIES

     In September 1995,  Hurricanes Luis and Marilyn inflicted damage to several
of the  Company's  stores and  caused  significant  damage to  various  islands'
infrastructures,  including hotels and other tourist facilities.  As of November
30, 1996, all stores have reopened.


<PAGE>

                                                                   FORM 10-Q/A
                                                                   Page 10


                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

                                   (unaudited)


     The Company has settled all  outstanding  claims  related to the hurricanes
with its  insurance  carrier.  In  connection  with this final  settlement,  the
Company   received   approximately   $13.4  million  in  property  and  business
interruption  proceeds.  The Company recorded a net gain of  approximately  $4.7
million  in  fiscal  1996,  after  write-offs   related  to  damaged  assets  of
approximately  $8.1 million,  including  furniture  and fixtures,  inventory and
other  assets  related  to  stores  affected  by the  hurricanes.  In  addition,
approximately  $560,000,  representing  fiscal 1997 lost  profits for a store in
Marigot not reopened until November 1996, was recorded as deferred income on the
Company's  consolidated balance sheet as of June 1, 1996. In the current quarter
and six month period, the Company recorded $132,000 and $560,000,  respectively,
of that amount as business  interruption  insurance  proceeds,  which represents
lost profits for the closed Marigot store.

     The  Company  is  insured  for   property   losses  and  related   business
interruption losses in excess of 5% of the insured value of the property subject
to a claim.  For fiscal  years 1995 and 1996,  the Company was only  insured for
wind related losses in excess of $5 million, subject to certain deductibles.


12.  ACQUISITION

     On February 16, 1996, World Gift Imports (Barbados),  Inc., a subsidiary of
LS  Holding,  Inc.  which is a  subsidiary  of  Little  Switzerland,  Inc.  (the
"Company"),  purchased the leasehold  rights,  fixtures and  inventories  of two
retail stores located in Barbados,  West Indies,  from Dacosta  Mannings Inc., a
subsidiary of Barbados  Shipping & Trading Company Limited.  The two stores were
previously  operated under the name of Louis Bayley and sold merchandise similar
to that carried in the  Company's  retail  stores,  such as name brand  watches,
jewelry,  china,  crystal and gift items at duty free prices.  The Company began
operating the two stores as "Little Switzerland" stores on February 19, 1996.



 


<PAGE>

                                                                   FORM 10-Q/A
                                                                   Page 11


                    LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

                                   (unaudited)


     The  purchase  price of  approximately  $10.6  million was financed by bank
borrowing  provided by the Company's two primary  banks,  Chase Bank and Bank of
Nova Scotia,  of approximately  $8.9 million and the issuance of preferred stock
of  approximately  $1.6  million by World Gift Imports  (Barbados),  Inc. to the
seller.  The purchase price is subject to adjustment  three and four years after
the closing date, based on the sales performance of the two purchased stores and
any additional  stores that may be opened by the Company in Barbados during that
period.  As a part of the purchase  agreement,  the Company pays to the seller a
management  fee of 2.5% of its Barbados  stores'  annual sales up to $15 million
and 1.25% of annual  sales in excess of $15  million,  so long as the  preferred
stock is unredeemed.  The preferred stock may be redeemed by the Company at face
value at any time after  three years from the date of close  through  nine years
from the date of close.  Following that period, the Company retains the right of
first  refusal to match any bona fide offer from a third party to  purchase  the
preferred stock.
 
     The Acquisition has been accounted for as a purchase transaction  effective
as of February 16, 1996, in accordance with Accounting  Principles Board Opinion
No. 16, "Business  Combinations",  and accordingly,  the consolidated  financial
statements  for the period  subsequent to February 16, 1996 reflect the purchase
price  allocated  to tangible and  intangible  assets  acquired,  based on their
estimated  fair values as of February 16, 1996,  which may be revised at a later
date. However, the Company does not expect material changes to the allocation of
the purchase price.
 
     Unaudited  pro forma  operating  results of the  Company for the six months
ended December 2, 1995 as adjusted for the debt financing and estimated  effects
of the acquisition as if it had occurred on June 1, 1995, are as follows:
 

Net sales...................................  $26,540,000
Net (loss)..................................   (2,366,000)
Net (loss) per share........................         (.28)
 
Weighted average shares outstanding.........    8,454,000




<PAGE>

                                                                   FORM 10-Q/A
                                                                   Page 12


PART I. FINANCIAL INFORMATION

ITEM 2.            Management's Discussion and Analysis
               of Financial Condition and Results of Operations


RESULTS OF OPERATIONS

NET SALES

     Net sales for the second quarter ended November 30, 1996 were $17.5 million
or 79.0% higher than net sales of $9.8 million for the corresponding period last
year.  Net sales of $33.3  million for the six month period  ended  November 30,
1996 were 39.9%  higher than net sales of $23.8  million  for the  corresponding
period last year.  The  increase in net sales is  primarily  the result of sales
this year from stores that were closed for all or part of the prior year periods
due to Hurricanes  Luis and Marilyn in September  1995,  and sales  generated by
four new stores,  the Royal Plaza store in Aruba, the Juneau store in Alaska and
two stores in Barbados.

     Net sales of $4.6  million  for  stores  which were open for the full three
month  period  this year and last year  decreased  36.5%  from net sales of $7.2
million  for the same  period  last year.  Net sales of $9.2  million for stores
which were open for the full six month period this year decreased 23.5% from net
sales of $12.0 million for the same period last year.  These  decreases  reflect
the  temporary  shift of tourism  last year to islands such as Aruba and Curacao
that were undamaged by Hurricanes Luis and Marilyn, in September 1995.


GROSS PROFIT

     Gross  profit as a  percentage  of net sales during the three and six month
periods ended November 30, 1996 were 43.7% and 43.6%, respectively,  compared to
the three and six  month  periods  ended  December  2, 1995 of 42.8% and  43.1%,
respectively.   This   increase  in  gross   margin   percentage   reflects  the
strengthening of the U.S. dollar as compared to the European currencies in which
the  Company  purchases  a  substantial  portion  of its  merchandise,  and to a
favorable change in the mix of merchandise sold.



<PAGE>


                                                                   FORM 10-Q/A
                                                                   Page 13
PART I. FINANCIAL INFORMATION


ITEM 2.            Management's Discussion and Analysis
               of Financial Condition and Results of Operations


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Second  quarter  selling,  general  and  administrative  expenses  ("SG&A")
increased  25.9% to $8.0 million for the three month  period ended  November 30,
1996 from $6.4 million for the same period last year. As a percent to net sales,
SG&A expenses  decreased to 45.0% for the quarter  ended  November 30, 1996 from
65.3% for the same quarter  last year.  Six month SG&A  increased  25.6% to 15.9
million for the period ended  November 30, 1996 from $12.7  million for the same
period last year. As a percent to net sales, SG&A decreased to 47.9% for the six
month period this year from 53.3% for the same period last year.  In July,  1997
management  disclosed to its independent  auditors that certain transactions may
have been  recorded  in error on the  books of the  Company.  As a  result,  the
Company  engaged Arthur  Andersen,  LLP to evaluate the matter and determine the
impact, if any, on the Company's previously and currently reported  consolidated
financial  statements.  After extensive review,  analysis and evaluation,  which
focused on unlocated  differences in cash balances,  management believes that an
employee  defalcation has occurred during the current fiscal year. The estimated
loss of approximately $481,000 and $758,000 has been classified as a general and
administrative  expense in the accompanying restated consolidated  statements of
income  for  the  three  and  six  month  periods   ended   November  30,  1996,
respectively.


BUSINESS INTERRUPTION INSURANCE PROCEEDS

     For the three and six month  periods ended  November 30, 1996,  the Company
recorded $132,000 and $560,000, respectively, as Business interruption insurance
proceeds,  which  represents  the  insurance  recovery for lost profits from its
closed Marigot store during the periods.


OTHER

     Net interest  expense for the six month periods ended November 30, 1996 and
December 2, 1995 totaled  $768,000 and $181,000,  respectively.  The increase is
due  to  higher  average  borrowings  this  year  to  support  construction  and
inventories  for two new stores,  and the interest on long term debt utilized in
the acquisition of the fixtures,  leasehold rights and inventories of two stores
in Barbados in February 1996.


<PAGE>


                                                                   FORM 10-Q/A
                                                                   Page 14
 

PART I. FINANCIAL INFORMATION

ITEM 2.            Management's Discussion and Analysis
               of Financial Condition and Results of Operations


     The  Company's  effective  income tax rates for the six month periods ended
November 30, 1996 and December 2, 1995  consisted of a benefit of  approximately
18% for each period.


LIQUIDITY AND CAPITAL RESOURCES

     Net cash used in operations  during the six month period ended November 30,
1996 was $4.4 million,  compared to $1.3 million used in operations for the same
six  month  period  last  year.  The  increase  in net cash  used in  operations
primarily reflects increases in inventories of $6.1 million and prepaid expenses
and  other  current  assets of $1.6  million,  and a  decrease  in  accrued  and
currently  deferred  income taxes of $1.5  million,  partially  offset by a $5.2
million increase in accounts payable.

     The Company's working capital position as of November 30, 1996 decreased to
$29.7  million from $32.6 million at June 1, 1996.  Current  ratios were 2.0 and
2.6  as  of  the  same  periods,   respectively.   Capital   expenditures   were
approximately  $2.7 million during the six month period ended November 30, 1996,
compared to  approximately  $2.8 million during the same period last year. Major
capital  expenditures  this year  include new in-store  merchandise  systems and
related hardware,  upgrade of the Company's central computer system, a new store
in Juneau,  Alaska and the  refurbishment  of stores in St. Thomas,  Marigot and
Antigua.

     The Company has total unsecured credit facilities of $17.5 million provided
by its two lead banks. As of November 30, 1996,  short-term  borrowings of $13.6
million were outstanding against these facilities. Additionally, the Company has
secured  facilities  through  its two  lead  banks  for the  acquisition  of the
leasehold  rights,  fixed assets and  inventory  of two stores in Barbados.  The
total borrowing  provided for the acquisition was $8.9 million at an approximate
7 1/4% interest rate,  with terms of interest only, for the first year and equal
principal  payments due  quarterly  over the following  three years.  It remains
management's expectation that funds available from operations and bank financing
will be sufficient to fund  operations and expansion for at least the next three
years.



<PAGE>

                                                                   Form 10-Q/A
                                                                   Page 15
 
PART II.  OTHER INFORMATION
 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 

     The Company held its Annual Meeting of Stockholders on Friday,  October 11,
1996 in Boston,  Massachusetts.  At that  meeting,  stockholders  of the Company
voted upon the election of two Class II Directors,  each for a three-year  term,
and the approval of an amendment  to the  Company's  1991 Stock Option Plan (the
"1991 Plan")  authorizing  issuance under the 1991 Plan of an additional 400,000
option shares for the Company's common stock. Each of the matters submitted to a
vote of the  stockholders  of the Company passed by the requisite  vote, and the
specific results of such votes,  with the election of directors  proposal broken
down with respect to each nominee, are set forth below:

(In numbers of shares)
 
                                                      Against/        Broker
       Proposal           For       Withheld        Abstentions     Non-votes
       --------           ---       --------        -----------     ---------

Election of Directors:

Timothy B. Donaldson    5,456,064        0            765,991         2,237,034
Kenneth W. Watson       5,624,379        0            597,676         2,237,034
 
Amendment of the
1991 Plan               3,541,339    2,507,785        150,247         2,259,718

Item 6.  Exhibits and Reports of Form 8-K

(a)   Exhibits
 
         3.1   The Amended and Restated Certificate of Incorpo-
                         ration of the Company is incorporated herein by
                         reference to Exhibit 3.3 to Amendment No. 1 to
                         the Company's Registration Statement on Form S-1,
                         Registration No. 33-40907, filed with the
                         Securities and Exchange Commission on July 10,
                         1992 ("Amendment No. 1 to the Form S-1").

              3.2        The Amended and Restated By-Laws of the Company
                         are incorporated herein by reference to Exhibit
                         3.4 to Amendment No. 1 to the Form S-1.

(b)   Reports on Form 8-K

      No Form 8-K was issued by the registrant during the six month
period ended November 30, 1996.

<PAGE>

                                                                  FORM 10-Q/A
                                                                  Page 16

                 LITTLE SWITZERLAND, INC. AND SUBSIDIARIES


                                 SIGNATURES


     Pursuant to the  requirements  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.


                                  LITTLE SWITZERLAND, INC.


Date: October 3, 1997           /s/ Ronald J. Lataille   

                                 Ronald J. Lataille
                                 Vice President and
                                 Chief Financial Officer