UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)
         [X]  ANNUAL  REPORT  UNDER  SECTION  13 OR 15(d) OF THE  SECURITIES  
EXCHANGE  ACT OF 1934  [Fee  Required]  For the fiscal year ended 
December 31, 1996.

         [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 [No Fee Required]

        For the transition period from ________________to_______________

                         Commission file number: 0-27704

                           DIGITAL DATA NETWORKS, INC.
                 (Name of small business issuer in its charter)


Washington                                               91-1426372
(State or other  jurisdiction of              (IRS Employer Identification No.)
incorporation  or  organization)  

3102 Maple Avenue, Suite 230
Dallas, Texas                                             75201
(Address of principal executive offices)               (Zip Code)

                                 (214) 969-7200
              (Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, no par value                    Common Stock Purchase Warrants
(Title of class)                              (Title of class)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. [ X ]

The issuer's revenues for its most recent fiscal year were $683,000.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
issuer on April 30, 1997 was $10,170,072.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of April 30,  1997,  2,339,597
shares of  Common  Stock and  1,840,000  Common  Stock  Purchase  Warrants  were
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:   None.


<PAGE>


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act.

         Following is a brief summary of the business  background and experience
of the Company's directors:

         Donald B. Scott, Jr. has been President and a director of the Company
since March 1993. In July 1996, Mr. Scott was also elected as the Company's
Chairman of the Board. Mr. Scott served as the Company's Acting President from
December 1992 through March 1993. Mr. Scott was previously a principal of
Rutkowski, Erickson, Scott ("RES"), a consulting firm, from 1991 to July 1995.
Prior to his association with RES, Mr. Scott was with Paine Webber in New York
from 1987 to 1991. He has worked on Wall Street in various capacities since
starting at E. F. Hutton in 1979. He has a B.A. degree in communications and
economics from the University of Denver.

         James F. Biagi, Jr. has been Secretary and a director of the Company
since its inception in 1988. He is a practicing attorney in Seattle, Washington,
and has been a principal of the law firm Monahan & Biagi since March 1996. Prior
to Monahan & Biagi, Mr. Biagi practiced law at the firm Monahan & Robinson since
1989, where he has specialized in tax, corporate and securities matters. Mr.
Biagi received his B.A. from Boston College, his J.D. from Gonzaga University
and his LL.M. in Taxation from the University of Denver.

         Richard F.  Rutkowski  has been a director and Treasurer of the Company
since  January  1995.  Since  December  1994,  Mr.  Rutkowski has been the Chief
Executive  Officer  of  Microvision,   Inc.,  a  developer  of  virtual  reality
technology, including the virtual retinal display. From October 1994 to December
1994, Mr.  Rutkowski served as Microvision's  Chief Operating  Officer.  Between
November 1992 and May 1994, Mr.  Rutkowski served as Executive Vice President of
Medialink Technologies Corporation (formerly Lone Wolf Corporation), a developer
of high speed digital  networking  technology  for  multimedia  applications  in
audio-video  computing,  consumer  electronics and  telecommunications.  Between
February 1990 and April 1995, Mr. Rutkowski was principal of RES.

         Stephen R. Willey has been a director of the Company since August 1996.
Mr.  Willey has served as  Executive  Vice  President  of  Microvision,  Inc., a
developer of virtual  reality  technology,  since October 1995 and as a director
for Microvision since June 1995. Between January 1994 and April 1996, Mr. Willey
served as an outside  consultant  to  Microvision  through DGI, The  Development
Group,  Inc., a business and technology  consulting firm that Mr. Willey founded
in 1982,  and CSI  Connection  Systems,  Inc.,  also a business  and  technology
consulting  firm  founded by Mr.  Willey.  Mr.  Willey also  co-founded  Pro.Net
Communications,  Inc., an Internet  services  company acquired by the Company in
June 1996, and has served as a director of Pro.Net since 1994.

         Information  regarding  the  executive  officers  of the  Company is as
follows:

Name                          Age         Position with the Company
----                          ---         -------------------------
Donald B. Scott, Jr.           42         President and Chairman of the Board

James F. Biagi, Jr.            40         Secretary and Director

Richard F. Rutkowski           41         Treasurer and Director

Steven R. Willey               43         Director

Richard J. Boeglin             39         Vice President, Finance and Operations
                                          Chief Financial Officer

Susan E. Hassel                50         Vice President, Sales

<PAGE>

Donald B. Scott, Jr. has been President and a Director of the Company since
March 1993, and was elected Chairman of the Board in July 1996. For additional
information see business background and experience for directors above.

James F. Biagi, Jr. has been Secretary and a Director of the Company since its
inception in 1988. For additional information see business background and
experience for directors above.

Richard F.  Rutkowski  has been  Treasurer  and a Director of the Company  since
January 1995. For additional  information see business background and experience
for directors above.

Steven R. Willey has been a Director  of the  Company  since  August  1996.  For
additional  information  see business  background  and  experience for directors
above.

Richard J.  Boeglin has been Vice  President of Finance and  Operations  and the
Chief  Financial  Officer  since April 1995.  He has been with the Company since
1991. He has eleven years of management experience,  including direct management
of transit system design,  development and installation.  From 1987 to 1991, Mr.
Boeglin  worked in the outdoor  advertising  industry.  He has a BS from Indiana
University, where he received a degree in Marketing and Management.

Susan E. Hassel has been Vice  President  of Sales  since she  started  with the
Company in April 1992. She has fifteen years of sales and marketing  experience.
From 1985 until 1991, Ms. Hassel was the Director of Sales and Marketing for The
Relocation Center, a relocation  counseling company in Dallas, Texas. Ms. Hassel
has a BS in Education from the University of Cincinnati.


                             SECTION 16 REQUIREMENTS

         Section  16(a) of the  Securities  Exchange Act of 1934 (the  "Exchange
Act")  requires the Company's  directors and officers,  and persons who own more
than 10% of a  registered  class of the  Company's  equity  securities,  to file
initial  reports of  ownership  and  reports of  changes in  ownership  with the
Securities and Exchange Commission (the "SEC"). Such persons are required by SEC
regulations promulgated pursuant to the Exchange Act to furnish the Company with
copies of all Section 16(a) report forms they file with the SEC.

         The Company's  registration  statement under Section 12 of the Exchange
Act became effective February 13, 1996. Based solely on its review of the copies
of report forms  received by it with respect to initial  filings from  reporting
persons,  the Company  believes that all filing  requirements  applicable to its
directors,  officers and persons who own more than 10% of a registered  class of
the Company's  equity  securities  have been timely  complied with in accordance
with Section 16(a) of the Exchange Act.









<PAGE>


Item 10. Executive Compensation.

The following table sets forth certain  information  regarding cash and non-cash
compensation  paid by the Company during each of the Company's last three fiscal
years to the  Company's  Chief  Executive  Officer  and the  other  most  highly
compensated executive officers of the Company whose annual compensation exceeded
$100,000 (the "Named Persons").

<TABLE>
<CAPTION>

                                                                                    Long-Term Compensation
                                                         Annual Compensation                Awards
Name and                                                 -------------------              Securities
Principal Position                      Year           Salary           Bonus        Underlying Options
------------------                      ----           ------           -----        ------------------
<S>                                     <C>            <C>              <C>                   <C>
Donald B. Scott, President              1996           $144,000         $74,872               60,000 (1)
                                        1995            120,000          74,558               44,723
                                        1994             17,000            -0-                 4,920



Richard J. Boeglin, V.P.                1996            $96,000         $15,650               40,000 (1)
   Finance and Operations               1995             66,086            -0-                   559
                                        1994             59,161            -0-                12,298



Susan E. Hassel, V.P. Sales             1996           $129,637            -0-                15,000 (2)
                                        1995            114,790            -0-                   559
                                        1994             95,982            -0-                11,179
</TABLE>

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

(1) These options to vest on a pro-rata basis over a 24-month period  commencing
    July 1, 1996.  
(2) These  options  to vest on a  pro-rata  basis over a 24-month
    period commencing December 1, 1996.


The following  table sets forth  information  with respect to options granted to
the Named Persons during the fiscal year ended December 31, 1996.

                        Option Grants in Last Fiscal Year
                                Individual Grants

<TABLE>
<CAPTION>

                                    Number of         % of Total Options
                                   Securities            Granted to
                                   Underlying            Employees in         Exercise or Base
            Name                 Options Granted         Fiscal Year          Price Per Share     Expiration Date
            ----                 ---------------         -----------          ---------------     ---------------
<S>                                     <C>                   <C>                  <C>                 <C>
Donald B. Scott                         60,000                44                   $5.50          June 30, 2001
   President

 Richard J. Boeglin                     40,000                30                   $5.50          June 30, 2001
    V.P. Finance and
    Operations

 Susan E. Hassel                        15,000                11                   $5.50          November 30, 2001
    V.P. Sales
</TABLE>







<PAGE>


         The  following  table sets forth  information  with  respect to options
exercised by the Named Persons during 1996 and the value of unexercised  options
held by the Named Persons at the end of fiscal 1996.

                 Aggregated Option Exercises in Last Fiscal Year
                        and Fiscal Year-End Option Values
<TABLE>
<CAPTION>

                                                                            Number of
                                                                            Securities
                                                                            Underlying             Value of
                                                                           Unexercised           Unexercised
                                                                            Options at           In-the-Money
                                                                              Fiscal               Options
                                 Shares Acquired        Value                Year-End         At Fiscal Year-End
       Name                        on Exercise         Realized            Exercisable          Exercisable (1)
       ----                        -----------         --------            -----------          ---------------
<S>                                      <C>               <C>               <C>                <C>      
Donald B. Scott                          0                 0                 178,769            $ 283,765
   President
Richard J. Boeglin                       0                 0                  53,975            $       0
   V.P. Finance and                                                      
   Operations
Susan E. Hassel                          0                 0                  27,856            $       0
   V.P. Sales
</TABLE>

 (1) The value of unexercised options is based on the market value of the
     Company's Common Stock on April 30, 1997, of $4.50 per share.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth certain  information with respect to the
beneficial  ownership of the Company's Common Stock as of April 30, 1997, by (i)
each person or entity who beneficially owns 5% or more of the Common Stock, (ii)
each  director,  (iii) the Chief  Executive  Officer  and the next four  highest
compensated officers whose compensation exceeds $100,000,  and (iv) all officers
and directors of the Company as a group. Unless otherwise noted, the persons and
entities named below have sole voting and investment  power with respect to such
shares.

<TABLE>
<CAPTION>
Name of                                     Total Beneficial Ownership             Percent of Class Beneficially
Beneficial Owner                                (including options)                  Owned as of April 30, 1997
----------------                                -------------------                  --------------------------
<S>                                                   <C>                                         <C> 
Donald B. Scott, Jr., Chairman and
   President                                          189,412 (1)                                 8.1%
James F. Biagi, Jr., Secretary                         95,019 (2)                                 4.1%
Richard F. Rutkowski, Treasurer                        53,797 (3)                                 2.3%
Stephen R. Willey, Director                            78,500 (4)                                 3.4%
Richard J. Boeglin, V.P. Finance and                   55,653 (5)                                 2.4%
   Operations
Susan E. Hassel, V.P. Sales                            28,975 (6)                                 1.2%
All Executive Officers and Directors                  501,356 (7)                                21.4%
  as a group (6 persons)
</TABLE>

-----------------------
         (1)   Includes options to purchase 178,769 shares.
         (2)   Includes options to purchase 79,133 shares.
         (3)   Includes options to purchase 42,042 shares.
         (4)   Includes options to purchase 40,000 shares.
         (5)   Includes options to purchase 53,975 shares.
         (6)   Includes options to purchase 27,856 shares.
         (7)   Includes options to purchase 421,775 shares.

<PAGE>

Item 12. Certain Relationships and Related Transactions.

         In consideration of Donald B. Scott's loan of $44,000 to the Company in
1992, the Company granted Mr. Scott an option to purchase 4,920 shares of Common
Stock at $8.94 per share in 1994. During 1994, the Company canceled  outstanding
options  held by Mr.  Scott and  reissued to him new options to purchase  67,084
shares at $0.27 per share until December 12, 2002.  See  "Management - Executive
Compensation." During 1994, the Company advanced to Mr. Scott $59,000, which was
an unsecured  non-interest  bearing receivable.  During 1995, the receivable was
repaid in consideration for compensation earned during 1995.


         Paul Miller and Henry Appleton are principals of Sunrise  Systems,  the
Company's  principal  electronic  equipment  supplier  and  systems  integrator.
Additionally,  one of them may be nominated to serve on the  Company's  board of
directors  pursuant to their agreement with the Company.  They work closely with
the Company to obtain system components and manufacturing  resources plus design
product  enhancements.  The  Company  licenses  its  software  from,  and has an
exclusive hardware purchase agreement with, Sunrise Systems. The Company granted
options to purchase  shares of its Common  Stock to Sunrise  Systems in February
1993 in connection  with the execution of the Hardware and Software  Agreements.
Such options were  subsequently  modified in December  1993 and December 1994 as
partial  consideration for extending the Hardware and Software Agreements.  As a
result of the original grant and  modifications,  Sunrise  Systems holds options
which expire in 2003, to purchase Common Stock of the Company as follows:


                           Shares              Price/Share
                           ------              -----------
                           18,448                 $0.09
                            5,590                 $0.89
                           36,388                 $9.93


         In  December  1994,  Bruce S. Glant,  a former  director of the Company
filed a  lawsuit  against  the  Company  for  payment  of a  demand  note in the
principal  amount  of  approximately  $53,000  plus  interest.   Pursuant  to  a
Settlement  Agreement  dated as of April 21, 1995, the Company agreed to pay Mr.
Glant $5,000 upon  execution of the  Settlement  Agreement  and $2,000 per month
thereafter  until the note was paid in full.  The  Company  also  granted to Mr.
Glant (i) the right to implement the digital  information  network technology in
the greater  Seattle,  Washington  market,  and (ii) warrants to purchase 11,181
shares at $8.94  per share for five  years.  Mr.  Glant  directed  1,118 of such
warrants  to be  issued  to each of the two  managers  in the  Company's  Dallas
office.  The Company paid the outstanding  balance of $37,757 upon conclusion of
its public offering in February 1996.


         In January 1995, James F. Biagi, Jr., Secretary and a director,  Ronald
P. Erickson, a former director, and Richard F. Rutkowski, a director,  exchanged
$119,829 of outstanding 5% promissory notes of the Company with accrued interest
for 8,933  shares of Common  Stock at $13.42 per share.  In November  1995,  Mr.
Biagi  exchanged  $19,095 of a 5% demand note with  accrued  interest  for 4,774
shares at $4.00 per share.


         In June 1996, in  consideration  for  acquiring all of the  outstanding
capital stock of Pro.Net Communications, Inc., the Company issued 100,000 shares
of the Company's Common Stock to shareholders of Pro.Net  Communications,  Inc.,
including 28,500 shares to Stephen R. Willey,  who was elected a director of the
Company in August, 1996 to fill the vacancy created by the resignation of Ronald
P. Erickson,  former chairman of the board of directors.  Mr. Willey received an
additional 10,000 shares of the Company's Common Stock in June 1996 for entering
into a two-year consulting agreement with the Company.


         In June 1996, in  consideration  for  acquiring all of the  outstanding
capital stock of Cyber America Corporation,  the Company issued 23,500 shares of
the  Company's  Common  Stock to Simon D. Liebman and Joseph S.  Rutkowski,  and
2,500  shares of the  Company's  Common  Stock to  Richard S.  Rutkowski,  Cyber
America's three  principal  shareholders.  Richard F.  Rutkowski,  the Company's
treasurer  and a  director,  is the  brother of Joseph S.  Rutkowski  and son of
Richard S. Rutkowski.

<PAGE>

         The Company believes that the foregoing  transactions with its officers
and directors were on terms no less favorable than could have been obtained from
independent third parties.  All future  transactions with such persons will also
be on terms no less  favorable  than could be obtained  from  independent  third
parties and will be approved  by a majority  of the  independent,  disinterested
directors.



<PAGE>




                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                           DIGITAL DATA NETWORKS, INC.
                           (Registrant)


                           By:    /s/  Donald B. Scott, Jr.
                                  -------------------------
                                  Donald B. Scott, Jr., Chairman of the Board
                                  (Principal Executive Officer)


                                  Date: May 21, 1997


In  accordance  with the Exchange  Act, 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>

Signatures                          Capacity                            Date
----------                          --------                            ----

<S>                                 <C>                                 <C> 
/s/  Donald B. Scott, Jr.           Chairman of the Board, President    May 21, 1997
Donald B. Scott, Jr.                Director, (Principal Executive
                                    Officer)

/s/  James F. Biagi, Jr.            Secretary and Director              May 21, 1997
------------------------
James F. Biagi, Jr.


/s/  Richard F. Rutkowski           Treasurer and Director              May 21, 1997
-------------------------
Richard F. Rutkowski


/s/  Stephen R. Willey              Director                            May 21, 1997
----------------------
Stephen R. Willey


/s/  Richard J. Boeglin             Vice President,                     May 21, 1997
-----------------------             Finance and Operations
Richard J. Boeglin                  (Principal Financial and
                                    Accounting Officer)
</TABLE>




<PAGE>