<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 March 31, 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.

              20,791,735 shares of common stock at April 26, 1996
<PAGE>
 
                  AMERICAN BUSINESS INFORMATION, INC.

                                 INDEX


                                                                 PAGE NO.
                                                                 --------

PART I - FINANCIAL INFORMATION                                        2

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

         Consolidated Statements of Operations for the three months
         ended March 31, 1996 and 1995                                4

         Consolidated Statements of Cash Flows for the three
         months ended March 31, 1996 and 1995                         5

         Notes to Consolidated Financial Statements               6 - 7

         Management's Discussion and Analysis of Financial
         Condition and Results of Operations                     8 - 10

PART II - OTHER INFORMATION                                          11

         Item 6.  Exhibits and Reports on Form 8-K                   12

         Signatures                                                  13

         Index to Exhibits                                           14
<PAGE>
 
                      AMERICAN BUSINESS INFORMATION, INC.




                                   FORM 10-Q



                             FOR THE QUARTER ENDED

                                MARCH 31, 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 March 31, 1996 and December 31, 1995
                  (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                          ASSETS
                                          ------                                   March 31, 1996        December 31, 1995
                                                                                   --------------        -----------------
<S>                                                                                <C>                   <C>
Current assets:
    Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . .    $ 8,974               $11,999
    Marketable securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24,004                23,350
    Trade accounts receivable, net  . . . . . . . . . . . . . . . . . . . . . . . .     20,051                19,215
    Prepaid expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3,001                 1,733
    Deferred marketing costs  . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,972                   996
                                                                                       -------               -------
        Total current assets  . . . . . . . . . . . . . . . . . . . . . . . . . . .     58,002                57,293

Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .     15,375                13,885
Net assets of business transferred under contractual arrangement  . . . . . . . . .      2,960                 2,972
Intangible assets, net of accumulated amortization  . . . . . . . . . . . . . . . .     14,960                14,642
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,999                 1,999
                                                                                       -------               -------
                                                                                       $93,296               $90,791
                                                                                       =======               =======
                        LIABILITIES AND SHAREHOLDERS' EQUITY
                        ------------------------------------

Current liabilities:
    Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . .    $   463               $   969
    Accounts payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      4,124                 4,254
    Income taxes payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,529                   143
    Accrued payroll expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,990                 2,205
    Accrued expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,466                 1,891
    Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,334                   123
                                                                                       -------               -------
        Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .     10,906                 9,585

Long-term debt, net of current portion  . . . . . . . . . . . . . . . . . . . . . .        792                 1,070
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1,471                 1,707

Shareholders' equity:
    Preferred stock, $.0025 par value.  Authorized 5,000,000 shares;
        none issued or outstanding  . . . . . . . . . . . . . . . . . . . . . . . .          -                     -
    Common stock, $.0025 par value.  Authorized 25,000,000 shares;
        issued and outstanding 20,791,735 shares at March  31, 1996
        and 20,776,860 at December 31, 1995 . . . . . . . . . . . . . . . . . . . .         51                    51
    Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     24,416                27,342
    Net unrealized holding gain (loss), net of tax  . . . . . . . . . . . . . . . .       (331)                 (246)
    Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     55,991                51,282
                                                                                       -------               -------
        Total shareholders' equity  . . . . . . . . . . . . . . . . . . . . . . . .     80,127                78,429
                                                                                       -------               -------
                                                                                       $93,296               $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 ended March 31, 1996 and 1995
                (In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                           March 31
                                                                                     -------------------
                                                                                      1996          1995
                                                                                      ----          ----
<S>                                                                                 <C>           <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $24,785       $22,357
Costs and expenses:
    Database and production costs . . . . . . . . . . . . . . . . . . . . . .         6,536         5,645
    Selling, general and administrative . . . . . . . . . . . . . . . . . . .        10,152         9,605
    Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .           902           832
                                                                                    -------       -------
                                                                                     17,590        16,082
                                                                                    -------       -------
Operating income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         7,195         6,275
Other income (expense):
    Investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . .           410            31
    Interest expense  . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (11)          (56)
    Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             -          (162)
                                                                                    -------       -------
Income before income taxes  . . . . . . . . . . . . . . . . . . . . . . . . .         7,594         6,088
Income taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (2,885)       (2,275)
                                                                                    -------       -------
Net Income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $ 4,709       $ 3,813
                                                                                    =======       =======

Earnings per share:
Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $  0.23       $  0.19
                                                                                    =======       =======

Weighted average shares outstanding . . . . . . . . . . . . . . . . . . . . .        20,783        20,685
                                                                                    =======       =======
</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 three months ended March 31, 1996 and 1995
                             (In thousands)

<TABLE>
<CAPTION>
                                                                                                      Three Months Ended
                                                                                                           March 31
                                                                                                -----------------------------
                                                                                                  1996                  1995
                                                                                                  ----                  ----
<S>                                                                                             <C>                   <C>
Cash flows from operating activities:
      Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             $ 4,709               $ 3,813
      Adjustments to reconcile net income to net cash provided by
        operating activities:
            Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .                 902                   832
            Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . .                 975                   487
            Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  39                   287
      Changes in assets and liabilities:
           Trade accounts receivable  . . . . . . . . . . . . . . . . . . . . . . .                (836)                 (731)
           Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .              (1,268)               (1,097)
           Deferred marketing costs . . . . . . . . . . . . . . . . . . . . . . . .                (976)                    -
           Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (130)                1,451
           Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . .               1,386                 1,588
           Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .                (763)                1,170
                                                                                                -------               -------
               Net cash provided by operating activities  . . . . . . . . . . . . .               4,038                 7,800

Cash flows from investing activities:
      Proceeds from sale of marketable securities . . . . . . . . . . . . . . . . .               1,483                 5,108
      Purchases of marketable securities  . . . . . . . . . . . . . . . . . . . . .              (2,337)               (9,490)
      Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . .              (1,972)               (1,175)
      Purchase of minority interest . . . . . . . . . . . . . . . . . . . . . . . .                   -                  (900)
      Capitalization of software development costs  . . . . . . . . . . . . . . . .                (620)                    -
      Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                  88                  (149)
                                                                                                -------               -------

               Net cash used in investing activities  . . . . . . . . . . . . . . .              (3,358)               (6,606)

Cash flows from financing activities:
      Repayment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .                (779)                 (210)
      Proceeds from long-term debt  . . . . . . . . . . . . . . . . . . . . . . . .                   -                   289
      Repurchase and retirement of common stock . . . . . . . . . . . . . . . . . .              (5,589)                    -
      Proceeds from exercise of stock options . . . . . . . . . . . . . . . . . . .               2,663                    89
                                                                                                -------               -------

               Net cash provided by (used in) financing activities  . . . . . . . .              (3,705)                  168

Net increase (decrease) in cash and cash equivalents  . . . . . . . . . . . . . . .              (3,025)                1,362
Cash and cash equivalents, beginning  . . . . . . . . . . . . . . . . . . . . . . .              11,999                13,491
                                                                                                -------               -------
Cash and cash equivalents, ending . . . . . . . . . . . . . . . . . . . . . . . . .             $ 8,974               $14,853
                                                                                                =======               =======
Supplemental disclosure of cash flow information:
     Interest paid  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             $    11               $    24
                                                                                                =======               =======
     Income taxes paid  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             $ 1,236               $   200
                                                                                                =======               =======
</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>
                                                           March 31, 1996       December 31, 1995
                                                           --------------       -----------------
<S>                                                        <C>                  <C>
                 Property and equipment:
                    Land and improvements                     $ 1,287                  $ 1,032
                    Building and improvements                   6,922                    7,157
                    Furniture and equipment                    17,509                   15,439
                    Capitalized equipment leases                1,437                    1,437
                                                              -------                  -------
                                                               27,155                   25,065
                 Less accumulated depreciation
                    and amortization                           11,780                   11,180
                                                              -------                  -------
                                                              $15,375                  $13,885
                                                              =======                  =======

<CAPTION> 
                                                           March 31, 1996        December 31, 1995
                                                           --------------        -----------------
                 Intangible assets:
                    Goodwill                                  $ 5,012                  $ 5,012
                    Distribution networks                      11,871                   11,871
                    Noncompete agreements                         150                      150
                    Acquisition costs                           1,319                    1,319
                    Software development costs                  1,051                      431
                                                              -------                  -------
                                                               19,403                   18,783
                 Less accumulated amortization                  4,443                    4,141
                                                              -------                  -------
                                                              $14,960                  $14,642
                                                              =======                  =======
</TABLE>

                                       6
<PAGE>
 
3.  NET ASSETS OF BUSINESS TRANSFERRED UNDER CONTRACTUAL AGREEMENT

On February 28, 1995, the Company agreed to acquire the minority
interest of American Business Communications, Inc. ("ABC") for $900,000.
On June 1, 1995, the Company transferred substantially all of the assets
and liabilities of its wholly-owned subsidiary ABC, to a wholly-owned
subsidiary of Baker University.  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 were $1,661,000 from January 1, 1995 to March 31, 1995.

4. STOCK SPLIT

On July 18, 1995, the Company's Board of Directors declared a
three-for-two stock split of the Company's common shares, effected in
the form of a stock dividend, to be paid on August 14, 1995 to
stockholders of record as of the close of business on July 31, 1995. All
presentations of shares outstanding and amounts per share have been
restated to reflect the stock split.

                                       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 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
                                                                        March 31
                                                                     1996     1995
                                                                     ----     ----
                          <S>                                        <C>      <C>
                          Statement of Operations Data:

                          Net Sales                                  100%     100%

                          Costs and expenses:
                             Database and production costs            26       25
                             Selling, general and administrative      41       43
                             Depreciation and amortization             4        4
                                                                     ---      ---
                          Total costs and expenses                    71       72
                                                                     ---      ---
                          Operating income                            29       28
                                                                     ---      ---
                          Other income (expense)                       2        -
                                                                     ---      ---
                          Income before income taxes                  31       28
                          Income taxes                                12       11
                                                                     ---      ---
                          Net Income                                  19%      17%
                                                                     ===      ===
</TABLE>

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


Net Sales
---------

Net sales increased 11% to $24.8 million in the first quarter of 1996
from $22.4 million in the same period of 1995.  CD-ROM products posted
the largest gain, increasing 119% to $4.4 million from $2.0 million in
the prior year.  The increase is a result of increased demand in
consumer retail channels as well as additional titles released in the
third quarter of 1995.  Lead generation products increased 11% to $18.3
million from $16.5 million in the prior year.  The increase is largely
the result of increased marketing efforts which began late in 1995.
Directory products posted a modest 7% decrease to $1.7 million from $1.9
million in the prior year.  Voice and on-line service revenues accounted
for $400 thousand of net sales in 1996 as compared to $300 thousand in
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 first quarter of 1996 were $6.5
million, or 26% of net sales, compared to $5.6 million, or 25% of net
sales, in the prior year quarter.  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.  The increase is
primarily the result of increased sales of CD-ROM products which bear a
slightly higher level of costs than the Company's traditional lead
generation products as well as production and shipping of free trial
products as part of the Company's increased marketing and promotional
activities.

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

Selling, general and administrative expenses in the first quarter of
1996 were $10.1 million, or 41% of net sales, compared to $9.6 million,
or 43% of net sales, in the prior year quarter.  The dollar increase is
principally the result of higher levels of 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 March
31, 1996 increased to $902,000 from $832,000 in the comparable 1995
period, primarily due to increased depreciation on property and
equipment.

                                       9
<PAGE>
 
Operating Income
----------------

Operating income for the first quarter of 1996 increased to $7.2
million, or 29% of net sales, compared to $6.3 million, or 28% of net
sales in the first quarter of 1995.

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

Investment income for the 1996 first quarter was $399,000 compared to
$(25,000) in the same quarter of 1995.  This increase is attributable to
realized losses in the amount of $287,000 due to the investment
restructuring of the Company's investment portfolio in the prior year
quarter.

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

A provision for income taxes has been recorded on the Company's first
quarter 1996 earnings at a combined effective federal and state tax rate
of 38%, compared to the first quarter 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 March 31, 1996, the Company's principal sources of liquidity
included cash and cash equivalents of $9.0 million and marketable
securities of $24.0 million.  The Company also has a revolving line of
credit totaling $5.0 million, which had no outstanding balance at March
31, 1996.

Net cash provided by operating activities for the first quarter 1996
totaled $4.0 million as compared to $7.8 million in the first quarter
1995.  The decrease was attributable primarily from higher levels of
receivables from sales of consumer CD-ROM products, deferred marketing
costs due to an increase in direct marketing programs and from the
payment of accrued expenses.  The Company spent approximately $1.5
million on upgrades to data processing equipment and $500,000 related to
building and improvements to its Omaha facility.  The Company
anticipates spending an additional $4.5 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.

                                      10
<PAGE>
 
                      AMERICAN BUSINESS INFORMATION, INC.




                                   FORM 10-Q



                             FOR THE QUARTER ENDED

                                MARCH 31, 1996





                                    PART II




                               OTHER INFORMATION







                                      11
<PAGE>
 
                  AMERICAN BUSINESS INFORMATION, INC.
                               FORM 10-Q
                         FOR THE QUARTER ENDED
                             MARCH 31, 1996

                                PART II



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



                                      12
<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:    5/14/96                        /s/ Jon H. Wellman
     -----------------                 -----------------------
                                       Jon H. Wellman
                                       Chief Financial Officer


                                      13
<PAGE>
 
                           INDEX TO EXHIBITS

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




                                      14