SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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                           Commission file number
   DECEMBER 31, 1996                                        0-3296

                               ETHIKA CORPORATION
             (Exact Name Of Registrant As Specified In Its Charter)

       MISSISSIPPI                                        64-0440887
(State or other jurisdiction                           (IRS employer
of incorporation or organization)                       identification no.)

                            107 The Executive Center
                    Hilton Head Island, South Carolina 29928
                     (Address of Principal Executive Office)

        Registrant's telephone number, including area code: 803-785-7850

           Securities registered pursuant to section 12(g) of the Act:
                   Common Capital Stock par value $1 per share
                                (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 DEFINITIVE PROXY OR INFORMATION  STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]

AS OF MARCH  14,  1997,  14,031,585  COMMON  SHARES  WERE  OUTSTANDING,  AND THE
AGGREGATE  MARKET VALUE OF THE COMMON SHARES (BASED UPON THE CLOSING  AVERAGE OF
THE BID AND ASKED PRICES ON THE  OVER-THE-COUNTER  MARKET) OF ETHIKA CORPORATION
HELD BY NON-AFFILIATES WAS APPROXIMATELY $5,088,255.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
<PAGE>
The following  signature page was  inadvertently  omitted from the  Registrant's
Annual Report on Form 10-K for the period ended December 31, 1996.










<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.


                                                ETHIKA CORPORATION
                                                   (Registrant)


Date: April 3, 1997                             By:  /s/Samuel Leroy Reed
                                                     ----------------------- 
                                                     Samuel Leroy Reed
                                                     Chairman of the Board
                                                     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.

/s/Samuel Leroy Reed, Jr.                                   April 3, 1997
-------------------------
Samuel Leroy Reed, Jr.                               
Chairman of the Board & Chief Executive Officer
(Principal Executive Officer)

/s/Marcia C. Cohen                                          April 3, 1997
------------------
Marcia C. Cohen
Director

/s/Robert B. Neal                                           April 3, 1997
-----------------
Robert B. Neal
Director

/s/Joseph D. Pegram                                         April 3, 1997
-------------------
Joseph D. Pegram
Director

/s/Herbert G. Rogers, III                                   April 3, 1997
-------------------------                                               
Herbert G. Rogers, III
Director

/s/Anthony J. Spuria                                        April 3, 1997
--------------------
Anthony J. Spuria
Director

/s/William D. Stubblefield                                  April 3, 1997
--------------------------
William D. Stubblefield
Director

/s/David E Williams                                         April 3, 1997
-------------------
David E. Williams
Vice President Finance
(Principal Financial and Accounting Officer)
<PAGE>
                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to Report on
Form  10-K  to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                    ETHIKA CORPORATION
                                                    ------------------ 
                                                       (Registrant)


Date: April 15, 1997                                By: /s/David E. Williams
                                                    ------------------------ 
                                                        David E. Williams
                                                        Vice President Finance
                                                        (Principal Financial And
                                                        Accounting  Officer)