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


                                  FORM 10-Q/A


  X     Quarterly Report pursuant to Section 13 or 15(d) of the Securities
------  Exchange Act of 1934

For the quarterly period ended June 30, 1996 or

        Transition report pursuant to Section 13 or 15(d) of the Securities
------  Exchange Act of 1934

For the transition period from             to
                                  --------    --------

Commission File Number    0-19598
                       -------------

                  AMERICAN BUSINESS INFORMATION, INC.
          ---------------------------------------------------
          (exact name of registrant specified in its charter)

          Delaware                                 47-0751545
-------------------------------       ---------------------------------------
(State or other jurisdiction of       (I.R.S. Employer Identification Number)
 incorporation or organization)

5711 South 86th Circle, Omaha, Nebraska                 68127
-----------------------------------------------------------------------------
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code     (402) 593-4500
                                                   --------------------------

(Former name, former address and former fiscal year, if changed since
last report)

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 at least the past 90 days.

                     Yes      X          No
                          -----------        -----------

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

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

              20,810,935 shares of common stock at August 2, 1996
<PAGE>
 
                  AMERICAN BUSINESS INFORMATION, INC.

                                 INDEX


                                                                  PAGE NO.
                                                                  --------

PART I - FINANCIAL INFORMATION                                         2

         Consolidated Balance Sheets as of  June 30, 1996 and
         December 31, 1995                                             3

         Consolidated Statements of Operations for the three
         months and six months ended June 30, 1996 and 1995            4

         Consolidated Statements of Cash Flows for the six
         months ended June 30, 1996 and 1995                           5

         Notes to Consolidated Financial Statements                6 - 7

         Management's Discussion and Analysis of Financial
         Condition and Results of Operations                      8 - 11

PART II - OTHER INFORMATION                                           12

         Item 2.  Changes in Securities                               13

         Item 4.  Submission of Matters to a Vote of
                  Security Holders                                    13

         Item 6.  Exhibits and Reports on Form 8-K                    13

         Signatures                                                   14

         Index to Exhibits                                            15
<PAGE>
 
                      AMERICAN BUSINESS INFORMATION, INC.




                                   FORM 10-Q



                             FOR THE QUARTER ENDED

                                 JUNE 30, 1996




                                    PART I




                           FINANCIAL INFORMATION AND

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

                           AND RESULTS OF OPERATIONS





                                       2
<PAGE>
 
          AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
               as of June 30, 1996 and December 31, 1995
                  (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                           ASSETS
                                           ------                                  June 30, 1996        December 31, 1995
                                                                                   -------------        -----------------
<S>                                                                                <C>                  <C>
Current assets:
    Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .    $11,361               $11,999
    Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24,433                23,350
    Trade accounts receivable, net  . . . . . . . . . . . . . . . . . . . . . . . .     19,548                19,215
    Prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,899                 1,733
    Deferred marketing costs  . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,301                   996
                                                                                       -------               -------
        Total current assets  . . . . . . . . . . . . . . . . . . . . . . . . . . .     60,542                57,293

Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15,773                13,885
Net assets of business transferred under contractual arrangement  . . . . . . . . .      2,874                 2,972
Intangible assets, net of accumulated amortization  . . . . . . . . . . . . . . . .     14,993                14,642
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,999                 1,999
                                                                                       -------               -------
                                                                                       $96,181               $90,791
                                                                                       =======               =======
                        LIABILITIES AND STOCKHOLDERS' EQUITY
                        ------------------------------------

Current liabilities:
    Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . .    $   469               $   969
    Accounts payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3,342                 4,254
    Income taxes payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        550                   143
    Accrued payroll expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,854                 2,205
    Accrued expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,411                 1,891
    Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        885                   123
                                                                                       -------               -------
        Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .      8,511                 9,585

Long-term debt, net of current portion  . . . . . . . . . . . . . . . . . . . . . .        672                 1,070
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      2,483                 1,707

Stockholders' equity:
    Preferred stock, $.0025 par value.  Authorized 5,000,000 shares;
        none issued or outstanding  . . . . . . . . . . . . . . . . . . . . . . . .          -                     -
    Common stock, $.0025 par value.  Authorized 75,000,000 shares;
        issued and outstanding 20,810,935 shares at June 30, 1996
        and 20,776,860 at December 31, 1995 . . . . . . . . . . . . . . . . . . . .         52                    51
    Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24,574                27,342
    Net unrealized holding loss, net of tax . . . . . . . . . . . . . . . . . . . .       (478)                 (246)
    Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     60,367                51,282
                                                                                       -------               -------
        Total stockholders' equity  . . . . . . . . . . . . . . . . . . . . . . . .     84,515                78,429
                                                                                       -------               -------
                                                                                       $96,181               $90,791
                                                                                       =======               =======
</TABLE>

        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       3
<PAGE>
 
          AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS
    For the three months and six months ended June 30, 1996 and 1995
                (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                               Three Months Ended                 Six Months Ended
                                                                     June 30                           June 30
                                                              ---------------------             ---------------------
                                                              1996             1995             1996             1995
                                                              ----             ----             ----             ----
<S>                                                         <C>              <C>              <C>              <C>
Net sales . . . . . . . . . . . . . . . . . . . . . .       $24,325          $22,479          $49,110          $44,836
Costs and expenses:
    Database and production costs . . . . . . . . . .         6,916            6,310           13,452           11,955
    Selling, general and administrative . . . . . . .        10,113            9,309           20,265           18,914
    Impairment of net assets of business transferred
       under contractual arrangement  . . . . . . . .             -            2,640                -            2,640
    Depreciation and amortization . . . . . . . . . .           903              807            1,805            1,639
                                                            -------          -------          -------          -------
                                                             17,932           19,066           35,522           35,148
                                                            -------          -------          -------          -------

Operating income  . . . . . . . . . . . . . . . . . .         6,393            3,413           13,588            9,688
Other income (expense):
    Investment income . . . . . . . . . . . . . . . .           635              462            1,045              493
    Interest expense  . . . . . . . . . . . . . . . .           (22)             (32)             (33)             (88)
    Other . . . . . . . . . . . . . . . . . . . . . .             -                -                -             (162)
                                                            -------          -------          -------          -------
Income before income taxes  . . . . . . . . . . . . .         7,006            3,843           14,600            9,931
Income taxes  . . . . . . . . . . . . . . . . . . . .         2,630            1,461            5,515            3,736
                                                            -------          -------          -------          -------
Net Income  . . . . . . . . . . . . . . . . . . . . .       $ 4,376          $ 2,382          $ 9,085          $ 6,195
                                                            =======          =======          =======          =======

Earnings per share:
Net income  . . . . . . . . . . . . . . . . . . . . .       $  0.21          $  0.12          $  0.44          $  0.30
                                                            =======          =======          =======          =======

Weighted average shares outstanding . . . . . . . . .        20,801           20,719           20,792           20,704
                                                            =======          =======          =======          =======
</TABLE>

        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       4
<PAGE>
 
             AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the six months ended June 30, 1996 and 1995
                                (In thousands)

<TABLE>
<CAPTION>                                                                                        Six Months Ended
                                                                                                     June 30
                                                                                            --------------------------
                                                                                            1996                  1995
                                                                                            ----                  ----
<S>                                                                                       <C>                   <C>
Cash flows from operating activities:
      Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $ 9,085               $ 6,195
      Adjustments to reconcile net income to cash flows from
        operating activities:
            Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .         1,805                 1,639
            Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . .         1,538                (1,081)
            Impairment of other assets  . . . . . . . . . . . . . . . . . . . . . .             -                  (630)
            Impairment of net assets of business transferred under contractual
              arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             -                 2,640
            Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (93)                  200
      Changes in assets and liabilities
           Trade accounts receivable  . . . . . . . . . . . . . . . . . . . . . . .          (333)               (1,025)
           Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (1,166)                 (347)
           Deferred marketing costs . . . . . . . . . . . . . . . . . . . . . . . .        (1,305)                    -
           Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (912)                  806
           Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . .           407                  (668)
           Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (831)                  865
                                                                                          -------               -------
               Net cash provided by operating activities  . . . . . . . . . . . . .         8,195                 8,594

Cash flows from investing activities:
      Proceeds from sale of marketable securities . . . . . . . . . . . . . . . . .         3,230                 8,935
      Purchases of marketable securities  . . . . . . . . . . . . . . . . . . . . .        (4,755)              (16,275)
      Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . .        (2,787)               (1,526)
      Acquisition of businesses, including minority interest  . . . . . . . . . . .             -                (1,150)
      Capitalization of software development costs  . . . . . . . . . . . . . . . .          (980)                    -
      Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           124                     -
                                                                                          -------               -------
               Net cash used in investing activities  . . . . . . . . . . . . . . .        (5,168)              (10,016)

Cash flows from financing activities:
      Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .          (897)               (1,983)
      Proceeds from long-term debt  . . . . . . . . . . . . . . . . . . . . . . . .             -                   289
      Repurchase and retirement of common stock . . . . . . . . . . . . . . . . . .        (5,589)                    -
      Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . .         2,821                   646
                                                                                          -------               -------
               Net cash used in investing activities  . . . . . . . . . . . . . . .        (3,665)               (1,048)

Net increase (decrease) in cash and cash equivalents  . . . . . . . . . . . . . . .          (638)               (2,470)
Cash and cash equivalents, beginning  . . . . . . . . . . . . . . . . . . . . . . .        11,999                13,491
                                                                                          -------               -------
Cash and cash equivalents, ending . . . . . . . . . . . . . . . . . . . . . . . . .       $11,361               $11,021
                                                                                          =======               =======

Supplemental disclosure of cash flow information:
     Interest paid  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $    33               $    89
                                                                                          =======               =======
     Income taxes paid  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $ 2,894               $ 5,737
                                                                                          =======               =======
</TABLE>

        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       5
<PAGE>
 
          AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  GENERAL

The accompanying unaudited financial statements have been prepared on
the same basis as the audited consolidated financial statements and, in
the opinion of management, contain all adjustments, consisting of normal
recurring adjustments, necessary to fairly present the financial
information included therein.  The December 31, 1995 Consolidated
Balance Sheet was derived from audited financial statements but does not
include all disclosures required by generally accepted accounting
principles.

The Company suggests that this financial data be read in conjunction with the
audited consolidated financial statements and notes thereto for the year ended
December 31, 1995 included in the Company's 1995 Annual Report to the Securities
and Exchange Commission on Form 10-K. Results for the interim period presented
are not necessarily indicative of results to be expected for the entire year.

"This amendment is being filed to reflect the presentation of American Business 
Communications, Inc. as a continuing operation until the Third Quarter of 1996, 
at which time the investment in this subsidiary was abandoned."

2.  CONSOLIDATED BALANCE SHEET DETAIL (IN THOUSANDS):

<TABLE>
<CAPTION>
                                                           June 30, 1996       December 31, 1995
                                                           -------------       -----------------
                 <S>                                       <C>                    <C>
                 Property and equipment:
                    Land and improvements                     $ 1,457                $ 1,032
                    Building and improvements                   7,608                  7,157
                    Furniture and equipment                    17,630                 15,439
                    Capitalized equipment leases                1,437                  1,437
                                                              -------                -------
                                                               28,132                 25,065
                 Less accumulated depreciation
                    and amortization                           12,359                 11,180
                                                              -------                -------
                                                              $15,773                $13,885
                                                              =======                =======

<CAPTION> 
                                                           June 30, 1996       December 31, 1995
                                                           -------------       -----------------
                 Intangible assets:
                    Goodwill                                  $ 5,012                $ 5,012
                    Distribution networks                      11,871                 11,871
                    Noncompete agreements                         150                    150
                    Acquisition costs                           1,369                  1,319
                    Software development costs                  1,336                    431
                                                              -------                -------
                                                               19,738                 18,783
                 Less accumulated amortization                  4,745                  4,141
                                                              -------                -------
                                                              $14,993                $14,642
                                                              =======                =======
</TABLE>

                                       6
<PAGE>
 
             AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



3.  NET ASSETS OF BUSINESS TRANSFORMED UNDER CONTRACTUAL ARRANGEMENT

On June 1, 1995, the Company transferred substantially all of the assets
and liabilities of its wholly-owned subsidiary, American Business
Communications, Inc. ("ABC"), to a wholly-owned subsidiary of Baker
University.  ABC provides continuing education programs and products to
small and medium-sized businesses.  The Company received $3.0 million in
the form of a 7.52% non-recourse promissory note due in equal monthly
installments through 2005.

The impairment on the transfer of the net assets of ABC has been
accounted for in accordance with the Securities and Exchange
Commission's Staff Accounting Bulletin Topics 5-E and 5-Z.  Revenues of
ABC from April 1, 1995 through the date of sale were $1,269 and were
$2,929 from January 1, 1995 through the date of sale.



                                       7
<PAGE>
 
             AMERICAN BUSINESS INFORMATION, INC. AND SUBSIDIARIES
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


GENERAL

American Business Information, Inc. ("ABI") and its subsidiaries, ("the
Company"), provide business and consumer information to organizations
engaged in business-to-business and consumer marketing through products
and services derived from the Company's database. These products include
customized business lists, business directories, consumer lists and
other information services, such as CD-ROM directories, Online Access
and Internet Access.

In addition, ABI provides business and consumer directories for home
use.  These directories are available in a series of CD-ROM titles,
which are distributed through national and local computer software
retail outlets.

RESULTS OF OPERATIONS

The following table sets out for the three and six month periods
indicated, certain items from the Company's statement of operations data
expressed as a percentage of net sales:

<TABLE>
<CAPTION>
                                                                  Three Months Ended        Six Months Ended
                                                                        June 30                  June 30
                                                                    1996     1995             1996    1995
                                                                    ----     ----             ----    ----
                          <S>                                     <C>      <C>              <C>     <C>
                          Statement of Operations Data:

                          Net Sales                                  100%     100%             100%    100%

                          Costs and expenses:
                             Database and production costs            28       28               27      26
                             Selling, general and administrative      42       42               41      42
                             Impairment of net assets of
                               business transferred                    -       12                -       6
                             Depreciation and amortization             4        4                4       4
                                                                     ---      ---              ---     ---
                          Operating income                            26       14               28      22

                          Investment income, net                       3        2                2       1
                                                                     ---      ---              ---     ---
                          Income before income taxes and
                            discontinued operation                    29       16               30      23

                          Income taxes                                11        5               11       9
                                                                     ---      ---              ---     ---
                          Income from continuing operations           18%      11%              19%     14%
                                                                     ===      ===              ===     ===
</TABLE>

                                       8
<PAGE>
 
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS, continued


Net Sales
---------

Net sales increased 8% to $24.3 million for the three months ended June
30, 1996 from $22.5 million in the second quarter of 1995.  For the six
month period ended June 30, 1996, net sales were $49.1 million, a 10%
increase from $44.8 million in the comparable period in 1995.

Lead generation product net sales increased 15% to $18.6 million for the
three months ended June 30, 1996, from $16.1 million in the second
quarter of 1995.  For the six month period ended June 30, 1996, lead
generation products were $36.9 million, a 13% increase from $32.6
million in the comparable period in 1995.  The increases for the
comparable three and six month periods are largely the result of
increased marketing efforts which began late in 1995.

CD-ROM product net sales increased 13% to $3.2 for the three months
ended June 30, 1996 from $2.8 million in the second quarter of 1995. For
the six month period ended June 30, 1996, CD-ROM products were $7.5
million, a 57% increase from $4.8 million in the comparable period in
1995.  The increase is a result of increased demand in consumer retail
channels and the introduction of additional CD-ROM titles in the third
quarter of 1995.

Directory product net sales for the three months and six months ended
June 30, 1996, posted modest increases to $2.2 million and $3.9 million,
respectively, or an increase of 13% and 3%, respectively, compared to
the same period in 1995.  Voice and on-line service net sales accounted
for $380 thousand in the second quarter of 1996 compared to $350
thousand in the second quarter of 1995.  For the six months ended June
30, 1996, net sales were $765 thousand compared to $695 thousand in the
same period of 1995.

The Company's net sales on a quarterly basis can be affected by the
timing and extent of the Company's own direct marketing activities and
the release of new products.  There have been no significant price
increases for the majority of the Company's existing products and
services during the period.

Database and Production Costs
-----------------------------

Database and production costs for the second quarter of 1996 were $6.9
million, or 28% of net sales, compared to $6.3 million, or 28% of net
sales, in the prior year quarter.  For the six months ended June 30,
1996, these costs were $13.4 million, or 27% of net sales, compared to
$12.0 million, or 26% of net sales in the comparable prior year period.
These amounts primarily represent the costs of compiling and telephone
verifying information in the database, fulfilling customer orders, the
direct costs associated with the production of CD-ROM titles, and
royalty costs.


                                       9
<PAGE>
 
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS, continued


Selling, General, and Administrative
------------------------------------

Selling, general and administrative expenses in the second quarter of
1996 were $10.1 million, or 42% of net sales, compared to $9.3 million,
or 42% of net sales, in the prior year quarter. For the six month
period, these costs were $20.3 million, or 41% of net sales, compared to
$18.9 million, or 42% in the comparable 1995 period.  The increase is
primarily the result of higher levels of CD-ROM promotions and other
direct marketing activities, including catalog and promotional material
mailings, as well as an overall increase in sales personnel.

Depreciation and Amortization
-----------------------------

Depreciation and amortization expense for the three months ended June
30, 1996 increased to $903,000 from $807,000 in the comparable 1995
period.  These costs during the six month period of 1996 were $1.8
million, up from $1.6 million in the comparable 1995 period.  The
increases were due primarily to the addition of property and upgrades to
data processing equipment of $2.8 million during the six month period of
1996.

Operating Income
----------------

Operating income for the second quarter of 1996 was $6.4 million, or 26%
of net sales, compared to $3.4 million, or 14% of net sales in the
second quarter of 1995.  For the six month period of 1996, operating
income increased to $13.6 million, or 28% of net sales, from $9.7
million, or 22% of net sales in 1995.  The increase in percentage of net sales 
is primarily the result of the 1995 impairment on the net assets transferred 
under contractual arrangement offset by the above explained increases in costs.

Other Income
------------

Net investment income for the 1996 second quarter was $613,000 compared
to $430,000 in the same quarter of 1995.  For the six months ended June
30, 1996, net investment income was $1,012,000 compared to $405,000 in
the prior year period.  The increase is attributable to increased cash
and cash equivalents as well as the realized losses in the amount of
$287,000 due to investment restructuring of the Company's portfolio in
the prior year quarter.

Provision for Income Taxes
--------------------------

A provision for income taxes has been recorded on the Company's 1996
earnings at a combined effective federal and state tax rate of 38%,
compared to the 1995 combined effective rate of 37%.  The increase in
the effective rate is a result of state income taxes and the mix of
states in which the Company conducts its business.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1996, the Company's principal sources of liquidity
included cash and cash equivalents of $11.4 million and short term
investments of $24.4 million. The Company has a revolving line of credit
totaling $5.0 million, which had no outstanding balance at June 30,
1996.

                                      10
<PAGE>
 
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS, continued



Net cash provided by operating activities for the six months ended June
30, 1996 totaled $8.2 million compared to $8.6 million in the same
period of 1995.  The decrease is due to higher levels of prepaid and
deferred marketing costs associated with the increased direct marketing
programs and from the payment of accrued expenses.  The Company spent
$1.9 million on upgrades to data processing equipment and $900 thousand
for land and building improvements to its Omaha, Nebraska and Carter
Lake, Iowa facilities.  The Company anticipates spending an additional
$2.0 million in 1996 for equipment and facility expansion.

The Company believes that cash flows from operations, its cash and short
term investments, and its borrowing facilities will be sufficient to
fund its operations for at least the next twelve months.  However, if
the Company acquires additional companies or products, additional
financing may be required.


                                      11
<PAGE>
 
                      AMERICAN BUSINESS INFORMATION, INC.




                                   FORM 10-Q



                             FOR THE QUARTER ENDED

                                 JUNE 30, 1996




                                    PART II




                               OTHER INFORMATION




                                      12
<PAGE>
 
                      AMERICAN BUSINESS INFORMATION, INC.
                                   FORM 10-Q
                             FOR THE QUARTER ENDED
                                 JUNE 30, 1996

                                    PART II



ITEM 2.  CHANGES IN SECURITIES
         ---------------------

At the 1996 Annual Meeting of Stockholders held on May 24, 1996, the
stockholders of the Company approved an amendment to increase the
authorized number of shares of common stock from 25,000,000 to
75,000,000.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

At the 1996 Annual Meeting of Stockholders of the Company held on May
24, 1996, the stockholders voted and approved the following items:

1.       Re-elected Gautam Gupta and George J. Kubat to the Board of
         Directors for a term of three years.  Incumbent Directors whose
         terms of office continue after the annual meeting are Vinod
         Gupta, Jon D. Hoffmaster, George F. Haddix, Harold W. Andersen,
         Donald R. Dixon and Elliot S. Kaplan.
       
2.       Approved an amendment to the Company's Certificate of
         Incorporation by a vote of 17,087,271 for, 1,416,565 against,
         and 46,815 withheld, to increase the authorized number of
         shares of common stock from 25,000,000 to 75,000,000.
       
3.       The stockholders voted to increase the number of shares of
         common stock reserved for issuance under the Company's 1992
         Stock Option Plan from 1,950,000 to 4,000,000 shares.  The vote
         was 16,198,919 for, 1,690,389 against, and 661,343 withheld.
       
4.       The stockholders also ratified the re-appointment of Coopers &
         Lybrand as the Company's independent public accountants for the
         fiscal year ending December 31, 1996.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

         (a)     Exhibits

                 11       Statement regarding computation of
                          per share earnings

         (b)     Report on Form 8-K

                 None

                                      13
<PAGE>
 
                          S I G N A T U R E S
                          -------------------

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 thereunto duly authorized.


                                        AMERICAN BUSINESS INFORMATION, INC.
                                        -----------------------------------


Date:    August 13, 1996                /s/ Jon H. Wellman
      ----------------------            ----------------------------
                                        Jon H. Wellman
                                        Executive Vice President and
                                        Chief Financial Officer







                                      14
<PAGE>
 
                           INDEX TO EXHIBITS

                                                             Sequential
Exhibit No.       Description                                Page No.
-----------       -----------                                ----------
    11            Statement regarding computation of
                  per share earnings







                                      15