<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -----------------

                                  FORM 10-K/A                           
                                Amendment No. 1
    

   
Amendment to Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended: DECEMBER 31, 1996
    

                               -----------------

                         Commission File Number: 0-26026


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

          DELAWARE                                             95-2925769
(State or other jurisdiction of                              (IRS Employer
 incorporation or organization)                           Identification Number)

 5095 MURPHY CANYON ROAD, SAN DIEGO, CA                           92123
(Address of principal executive offices)                        (Zip Code)

       Registrant's telephone number, including area code: (619) 560-8525

        Securities registered pursuant to Section 12(b) of the Act: NONE
           Securities registered pursuant to Section 12(g) of the Act:
                          COMMON STOCK, $.001 PAR VALUE
                                (title of class)

   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
                                               -----     -----
   
   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 any amendment to this Form 10-K/A. [  ]
    

   The aggregate market value of the voting stock (which consists solely of
shares of Common Stock) held by non-affiliates of the registrant as of March 19,
1997 was $15,146,949, based on the closing price on that date on the Nasdaq
Stock Market.*

   The number of shares outstanding of the Registrant's Common Stock, $.001 par
value, as of March 19, 1997 was 4,485,712.

----------
   *Excludes 1,792,921 shares of Common Stock held by directors and officers and
stockholders whose beneficial ownership exceeds 10% of the shares outstanding on
March 19, 1997. Exclusion of shares held by any person should not be construed
to indicate that such person possesses the power, direct or indirect, to direct
or cause the direction of the management or policies of the registrant, or that
such person is controlled by or under common control with the registrant.
<PAGE>   2
   
The undersigned hereby amends Item 14 of Part IV of its Annual Report on Form
10-K for the fiscal year ended December 31,1996 to read as follows:
    

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)(1)   Index to Consolidated Financial Statements

   
    The consolidated financial statements required by this item were submitted 
in a separate section beginning on page 31 of the Company's Annual Report on 
Form 10-K for the fiscal year ended December 31, 1996, previously filed with the
Securities and Exchange Commission.
    

   
    
(a)(2)   Index to Financial Statement Schedules

    All schedules are omitted because they are not required, are not applicable,
or the information is included in the consolidated financial statements or notes
thereto.

(a)(3)   Index to Exhibits

   
         See Index to Exhibits beginning on page 4.
    

   
    The following management compensatory plans and arrangements are required to
be filed as exhibits to this Report on Form 10-K pursuant to Item 14(c):
    

<TABLE>
<CAPTION>
         Exhibit
         Number                        Description of Document
         -------                       -----------------------
<S>                  <C>
         10.2        Registrant's 1995 Stock Option Plan (the "Option Plan"), as
                     amended.

         10.3        Form of Incentive Stock Option under the Option Plan. (1)

         10.25       Registrant's Employee Stock Purchase Plan. (2)
</TABLE>

         (1)   Filed as an exhibit to Registrant's Registration Statement on
               Form S-1 (No. 33-90816) and incorporated herein by reference.

         (2)   Filed as an exhibit to Registrant's Registration Statement on
               Form S-8 (No. 333-290) and incorporated herein by reference.


(b)      Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the three 
         months ended December 31, 1996.

(c)      Exhibits

         The exhibits required by this Item are listed under Item 14(a)(3).

(d)      Financial Statement Schedules

         The financial statement schedules required by this Item are listed
         under Item 14(a)(2).



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<PAGE>   3
                                   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, in the City of San
Diego, County of San Diego, State of California, on the 12th day of May, 1997.
    

                                        INTERACTIVE GROUP, INC.


                                        By  /s/ Robert C. Vernon
                                            ----------------------------
                                            Robert C. Vernon
                                            Chairman of the Board
                                            and Chief Executive Officer

   
    

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

   
<TABLE>
<CAPTION>

     SIGNATURE                                  TITLE                                      DATE
-----------------------         ------------------------------------------------     --------------
<S>                             <C>                                                  <C>
                                Chairman of the Board and Chief Executive             May 12, 1997
/s/ Robert C. Vernon            Officer (Principal Executive Officer)                      
-----------------------
    Robert C. Vernon


/s/ Mark Hellinger              President, Chief Operating Officer and Director       May 12, 1997
-----------------------         (Acting Principal Financial and Accounting
    Mark Hellinger              Officer)


/s/ Randolph S. Naylor*         Senior Vice President and Director                    May 12, 1997
-----------------------
    Randolph S. Naylor 


/s/ Lyndol L. Cook*             Director                                              May 12, 1997
-----------------------
    Lyndol L. Cook


 /s/ Michael H. Gay*            Director                                              May 12, 1997
-----------------------
     Michael H. Gay

*By: /s/ Robert C. Vernon
     ------------------------
         Robert C. Vernon
         Attorney-in-fact
</TABLE>
    


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<PAGE>   4
                                  EXHIBIT INDEX

  EXHIBIT NO.                DESCRIPTION OF DOCUMENT
-------------      -------------------------------------------------------------
      3.1          Registrant's Certificate of Incorporation.(1)

      3.2          Registrant's Bylaws.(1)

      4.1          Reference is made to Exhibits 3.1 and 3.2.

      4.2          Specimen stock certificate.(1)

     10.1          Form of Indemnity Agreement entered into between
                   the Registrant and its directors and officers.(1)

     10.2          Registrant's 1995 Stock Option Plan (the "Option
                   Plan"), as amended.

     10.3          Form of Incentive Stock Option under the Option
                   Plan. (1)

     10.4          Form of Representative's Warrant Agreement
                   issued by Registrant to Cruttenden Roth
                   Incorporated. (1)

     10.5          Stock Purchase Agreement between Harvey N. Short
                   and Registrant dated June 1, 1994. (1)

     10.6          Pickedi License Agreement between Apex Systems
                   Limited and Registrant dated March 4, 1992 (with
                   certain confidential portions deleted). (1)

     10.7          Dealer Agreement between Expert Application
                   Systems Limited and Registrant dated January 1,
                   1995 (with certain confidential portions
                   deleted). (1)

     10.8          Purchase Agreement between Hewlett-Packard
                   Company and Registrant dated February 1, 1995
                   (with certain confidential portions deleted). (1)

     10.9          Letter Agreement between Smart Software, Inc.
                   and Registrant dated October 20, 1993 (with
                   certain confidential portions deleted). (1)

    10.10          SB+ Value Improvement Program/Dealer License
                   Agreement between Millsoft, Inc. and Registrant
                   dated October 17, 1990 (with certain
                   confidential portions deleted). (1)

    10.11          SB+ Value Improvement Program/Dealer License
                   Agreement between Registrant (formerly Intrepid
                   Software, Inc.) and Millsoft, Inc. dated
                   February 1, 1991 (with certain confidential
                   portions deleted). (1)

    10.12          Value Added Reseller Agreement between UniData,
                   Inc. and Registrant dated January 15, 1992 (with
                   certain confidential portions deleted). (1)

    10.13          Distributor Agreement between Registrant
                   (formerly Intrepid Software, Inc.) and VMARK
                   Software, Inc. dated January 1, 1993

                                       4
<PAGE>   5
  EXHIBIT NO.                DESCRIPTION OF DOCUMENT
-------------      -------------------------------------------------------------

                   (with certain confidential portions deleted). (1)

    10.14          License Agreement between Registrant and
                   Enterprise Power International, Inc. dated
                   February 1, 1995 (with certain confidential
                   portions deleted). (1)

    10.15          Letter Agreement between Registrant (formerly
                   Intrepid Software, Inc.) and System Builder
                   dated June 8, 1994 (with certain confidential
                   portions deleted). (1)

    10.16          EDI*Port Distribution Agreement between Userbase
                   Systems, Inc. and Registrant (formerly Intrepid
                   Software, Inc.) dated October 23, 1991 (with
                   certain confidential portions deleted). (1)

    10.17          Line of Credit Agreement between Registrant and
                   Sanwa Bank California dated June 29, 1994. (1)

    10.18          Equipment Purchase Line of Credit Agreement
                   between Registrant and Sanwa Bank California
                   dated June 29, 1994. (1)

    10.19          Letter Agreement regarding overdraft facility
                   entered between the Royal Bank of Scotland plc
                   and Interactive (U.K.) Limited dated June 27,
                   1994, including related security interest
                   documents. (1)

    10.20          Line of Credit Agreement dated September 7, 1994
                   between Eastern Bank and Registrant (formerly
                   Intrepid Software, Inc.), including related
                   Security Agreement, Note and Term Note. (1)

    10.21          Office Building Lease between Sunland
                   Diversified and Registrant dated October 1,
                   1994.  (1)

    10.22          Lease between Registrant and The Standard Life
                   Assurance Company dated July 13, 1990. (1)

    10.23          Lease dated September 23, 1991 between
                   Registrant (formerly Intrepid Software, Inc.)
                   and James S. Hekimian and William G. Finard as
                   Trustees of Burlington Woods Office Trust No. 11
                   under a Declaration of Trust dated September 10,
                   1980. (1)

    10.24          Plan and Agreement of Merger between
                   Interactive, Inc., Intrepid Software, Inc. and
                   Randolph S. Naylor dated March 17, 1995. (1)

    10.25          Registrant's Employee Stock Purchase Plan. (2)

    10.26          Office building sublease between Fourth Shift
                   Corporation and Registrant dated December 31,
                   1995. (3)

   10.27*          License, Reseller and Maintenance Agreement
                   between Registrant and Diamonds Workflow
                   Management Ltd. effective as of January 2, 1997
                   (with certain confidential portions deleted).

                                   5
<PAGE>   6
  EXHIBIT NO.                DESCRIPTION OF DOCUMENT
-------------      -------------------------------------------------------------

    10.28          Amendment to Line of Credit Agreement between
                   Registrant and Sanwa Bank California dated April
                   24, 1996.

    10.29          Amendment to Line of Credit Agreement between
                   Registrant and Sanwa Bank California dated January
                   15, 1997.

    10.30          Term Loan Agreement between Registrant and Sanwa
                   Bank California dated January 15, 1997.

    10.31          Line of Credit Agreement between Registrant and
                   Sanwa Bank California dated January 15, 1997.

    10.32          Standard Office Lease between Appletree Ltd. and
                   Registrant dated September 6, 1996.

    10.33*         Distribution Agreement between Registrant and
                   evosoft Softwarevertrieb GmbH dated September 6,
                   1996 (with certain confidential portions deleted).

    11.1           Statement of Computation of Net Income Per Share.

    21.1           Subsidiaries of Registrant. (1)

    23.1           Consent of Ernst & Young LLP, Independent Auditors.

    23.2           Consent of Romito, Tomasetti & Assoc., P.C.,
                   Independent Auditors.

    24.1           Power of Attorney.  Reference is made to page 30.

    27             Financial Data Schedule

------------------
   
 *   Certain portions of this exhibit have been omitted based upon a request by
     the Registrant for confidential treatment. The omitted portions have been
     separately filed with the Commission pursuant to such request for
     confidential treatment.
    

(1)  Filed as an exhibit to Registrant's Registration Statement on Form S-1 (No.
     33-90816) and incorporated herein by reference.

(2)  Filed as an exhibit to Registrant's Registration Statement on Form S-8 (No.
     333-290) and incorporated herein by reference.

(3)  Incorporated by reference to the Company's Annual Report on Form 10-K, for
     the fiscal year ended December 31, 1995, filed on March 28, 1996.

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