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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

                                (Amendment No. 1)

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

                    For the fiscal year ended March 31, 1997

                         Commission file number 1-10569

                              AutoLend Group, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                            22-3137244
---------------------------------                           -------------------
  (State or other jurisdiction                                (IRS Employer
of incorporation or organization)                           Identification No.)

             215 Central NW, Suite 3B, Albuquerque, New Mexico 87102
             -------------------------------------------------------
               (Address of principal executive offices) (ZipCode)

                                 (505) 768-1000
             -------------------------------------------------------
              (Registrant's telephone number, including area code)

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

       Title of Class                      Name of Exchange on Which Registered
-----------------------------              ------------------------------------
Common Stock, $.002 par value                              None

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

           --Units                            --Redeemable Class A Warrants
           --Common Stock


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, 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.   [X]

As of July 9, 1997 the registrant had 6,079,530 shares of Common Stock
outstanding. The aggregate market value of the Common Stock held by
non-affiliates as of July 9, 1997 was approximately $ 1.1 million.


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Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K,
is hereby amended and restated in its entirety as follows:



                                     PART IV


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

The following financial statements have been filed with and are included in
this Report:

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     (a) (1) Financial Statements

               Independent Auditors' Reports

               Consolidated Balance Sheets - March 31, 1997 and 1996

               Consolidated Statements of Operations - Years Ended March 31,
               1997, 1996 and 1995

               Consolidated Statements of Stockholders' Equity - Years Ended
               March 31, 1997, 1996 and 1995

               Consolidated Statements of Cash Flows - Years Ended March 31,
               1997, 1996 and 1995

               Notes to Consolidated Financial Statements

     (a) (2) Financial Statement Schedule

               Schedule II -- Valuation and Qualifying Accounts - March 31,
               1997, 1996 and 1995

All other schedules have been omitted because they are inapplicable or the
information is provided in the financial statements (including the notes
thereto) included in this Annual report.

     (b) Reports on Form 8-K

               No reports on Form 8-K were filed during the three months ended
               March 31, 1997.

     (a) (3) Exhibits

2.1     Reorganization Agreement between CAP Rx, Ltd. and CAPX Corporation (2)
       
3.1     Certificate of Incorporation of CAP Rx, Ltd. (1)
       
3.2     Memorandum of Association of CAP Rx, Ltd., including Memorandum of
        increase of Share Capital (1)
       
3.3     Amended By-Laws of CAP Rx, Ltd. (1)
       
3.4     Certificate of Incorporation of AutoLend Group, Inc. (12)
       
3.5     By-Laws of AutoLend Group, Inc. (12)
     
                                       20

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4.1     Form of 9.5% Convertible Subordinated Debentures (2)

4.2     Warrant Agreement (1)

4.3     Unit Purchase Option (1)

4.4     Stock Purchase Warrant granted to Banque Degroof  Luxembourg, S.A. (2)

4.5     Stock Purchase Warrant granted to Till A. Petrocchi (2)

10.1    Re-insurance Agreement between CAP Rx Insurance, Ltd. and Plant
        Insurance Registrant (1)

10.2    Letter Agreement between CAP Rx, Ltd. and Plant Insurance Registrant
        (1)

10.3    Administrative Agreement between CAP Rx, Ltd. and Parker Risk
        Management (Bermuda) Ltd. (1)

10.4    1989 Incentive and Non-Statutory Stock Option Plan of the
        Registrant (1)*

10.5    Letter agreement between Westbroke Limited and the Registrant (2)

10.6    Acquisition Agreement among Rob T. Worley, Sr. and Rob T. Worley, Jr.,
        Living Benefits, Inc. and CAP Rx, Ltd. (2)

10.6.1  Addendum to Acquisition Agreement (2)

10.6.2  Second Addendum to Acquisition Agreement

10.7    Employment Agreement between LB NM, Inc. and Rob Worley, Sr. (2)

10.8    Employment Agreement between LB NM, Inc. and Rob T. Worley, Jr. (2)

10.9    Lease Agreement for space at 6100 Seagull Street, N.E., Albuquerque,
        New Mexico (2)

10.9.1  Addendum to Lease Agreement (2)

10.9.2  Lease Agreement, dated April 15, 1993, for space at 6100 Seagull
        Street

10.9.3  Lease, dated March 17, 1992, between Marbrad, Inc. and American Life
        Resources Corporation, Steve Simon and Helen Porter (6)

10.10   Asset Purchase Agreement between American Life Resources Group, Inc.,
        American Life Resources Corporation, Steve Simon and Helen Porter (6)

                                       21

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10.13   Noncompetitive Agreement between ALRG and Steve Simon (6)

10.14   Noncompetitive Agreement between ALRG and Helen  Porter (6)

10.15   Guaranty Agreement made by the Registrant for the benefit of ALRC,
        Steve Simon and Helen Porter (6)

10.16   Viatical settlement forms (8)

10.17   Agreement between the Registrant and the McLeron Group Limited dated
        December 3, 1993 (9)

10.18   Lease Agreement between Arquitectonica International Corporation and
        CAPX Corporation dated May 11, 1994 (10)

21      Subsidiaries of the Registrant (10)

23.1    Consent of KPMG Peat Marwick LLP

23.2    Consent of Deloitte & Touche LLP

28.1    Cooperation and Assistance Agreement between Park Risk Management
        (Colorado) Inc. and Health Care Services, Inc. (1)

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(1)  Filed as an exhibit to the Registrant's Registration Statement on Form F-1
     (Registration No. 33-29251) and incorporation herein by reference.

(2)  Files as an exhibit to the Registrant's Annual Report on Form 10-K for the
     year ended March 31, 1991 and incorporated herein by reference.

(3)  Filed on December 26, 1991 as an exhibit to the Registrant's Post-Effective
     Amendment No. 1 to Registration Statement on Form F-1 on Form S-1
     (Registration No. 33-29251) and incorporated herein by reference.

(4)  Filed on February 18, 1992 as an exhibit to the Registrant's Post-Effective
     Amendment No. 3 to Registration Statement on Form F-1 on Form S-1
     (Registration No. 33-29251) and incorporation herein by reference.

(5)  Filed on February 18, 1992 as an exhibit to the Registrant's Post-Effective
     Amendment No. 4 to Registration Statement on Form F-1 on For S-1
     (Registration No. 33-29251) and incorporated herein by reference.

(6)  Filed as an exhibit to the Registrant's Current Report on Form 8-K, filed
     with the Commission on April 21, 1993 and incorporated herein by reference.



                                       22

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(7)  Filed on May 12, 1993 as an exhibit to the Registrant's Post-Effective
     Amendment No.6 to Registration Statement on Form F-1 on Form S-1
     (Registration No. 33-292251) and incorporated herein by reference.

(8)  Filed on October 29, 1993 as an exhibit to the Registrant's Post-Effective
     Amendment No. 6 to Registration Statement on Form F-1 on Form S-1
     (Registration No. 33-292251) and incorporated herein by reference.

(9)  Filed on March 7, 1994 as an exhibit to the Registrant's Post-Effective
     Amendment No. 6 to Registration Statement on Form F-1 on Form S-1
     (Registration No. 33-292251) and incorporated herein by reference.

(10) Filed on June 26, 1994 as an exhibit to the Registrant's Annual Report on
     Form 10-K for the year ended March 31, 1994 and incorporated herein by
     reference.


(11) Filed on June 29, 1995 as an exhibit to the Registrant's Annual Report on
     Form 10-K for the year ended March 31, 1994 and incorporated herein by
     reference.

(12) Filed on July, 15 1996 as an exhibit to the Registrant's Annual Report on
     Form 10-K of the year ended March 31, 1996 and incorporated herein by
     reference.

*    Constitutes a compensatory plan or arrangement required to be filed as an
     exhibit to this Report.

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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 thereto duly authorized.

                                          AUTOLEND GROUP, INC.


Date:  August 1, 1997                     By: /s/ Jeffrey Ovington
                                              -----------------------
                                                  Jeffrey Ovington
                                                  Executive Vice President



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                                 EXHIBIT INDEX


     The following exhibits are being filed with this Annual Report on
Form 10-K/A:


     23.1      Consent of KPMG Peat Marwick LLP

     23.2      Consent of Deloitte & Touche LLP