SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A

                 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 No. 0-21830

                       Johnstown America Industries, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                                     25-1672791
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)
                            980 North Michigan Avenue
                                   Suite 1000
                             Chicago, Illinois 60611
                    (Address of principal executive offices)

                                 (312) 280-8844
              (Registrant's telephone number, including area code)

Securities registered  pursuant to Section 12 (b) of the Act:  None

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

        Common Stock, $.01 par value        NASDAQ National Market System

Indicate by checkmark  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 checkmark 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 the registrant's  knowledge,  in definitive  proxy or information  statements
incorporated by reference in Part III of this Form 10-K.

                     ___________

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock,  as of a specified date within 60 days prior to the date of filing.  (See
definition of affiliate in Rule 405.)

                        $38,576,291 as of March 12, 1997.

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

              Class                       Outstanding at March 12, 1997

   Common Stock, $.01 par value                      9,755,062




Portions of the following  documents are  incorporated  by reference in Parts II
and III of this Report:  (1) Registrant's  Annual Report to Shareholders for the
fiscal  year ended  December  31,  1996 (Part II);  and (2)  Registrant's  Proxy
Statement for the Annual Meeting of Shareholders to be held on May 1, 1997 (Part
III).




                                           1

<PAGE>


The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 as set forth in the pages attached hereto:


From Exhibit 13.1  
     Selected portions of the Registrants Annual Report to Shareholders.

                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<S>                                                                    <C>         <C>          <C>


(In thousands, except per share data)

Years Ended December 31,                                                     1996        1995        1994
---------------------------------------------------------------------------------------------------------
Net manufacturing sales                                                 $ 555,510   $ 666,028   $ 468,070
Leasing revenue                                                             4,462       2,573         455
        Total revenue                                                     559,972     668,601     468,525
Cost of sales - manufacturing                                             472,054     608,328     442,020
Cost of leasing                                                             2,104         654         133
        Gross profit                                                       85,814      59,619      26,372

Selling, general and administrative expenses                               46,605      28,117      13,144
Amortization expense                                                       10,174       6,478       3,573
Gain on sale of leased freight cars                                        (1,354)         --          --
        Operating income                                                   30,389      25,024       9,655

Interest expense, net                                                      33,015      13,782         266
Interest expense - leasing                                                  2,821         920          --
        Income (loss) before income taxes                                  (5,447)     10,322       9,389
Provision (benefit) for income taxes                                          (76)      4,737       3,692
        Net income (loss)                                             $    (5,371)  $   5,585   $   5,697
---------------------------------------------------------------------------------------------------------

Income (loss) per common share:                                       $      (.55)  $     .57   $     .58
---------------------------------------------------------------------------------------------------------

Weighted average common and common
   equivalent shares outstanding                                            9,794       9,799       9,844
---------------------------------------------------------------------------------------------------------

</TABLE>


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<PAGE>
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


JOHNSTOWN AMERICA INDUSTRIES, INC.


/s/ Andrew M. Weller
-------------------------------
ANDREW M. WELLER
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Dated:  July 3, 1997