U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

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

For the Fiscal Year Ended December 31, 1996      Commission File Number: 0-18109

         Exact name of small business issuer as specified in its charter

                            BCAM INTERNATIONAL, INC.

State or other jurisdiction of                    IRS Employer
incorporation or organization: New York           Identification No.: 13-3228375

                     Address of principal executive offices:

                             1800 Walt Whitman Road,
                            Melville, New York 11747
                                 (516) 752-3550


<PAGE>


                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
------- ------------------------------------------------------------------------
        WITH SECTION 16(A) OF THE EXCHANGE ACT
        --------------------------------------

Directors and Executive Officers
--------------------------------

     As of  April  28,  1997,  the  directors  and  executive  officers  of BCAM
International, Inc. ("the Company") are as follows:

      Name             Age                   Position With Company
      ----             ---                   ---------------------
Michael Strauss        55    Chairman of the Board of Directors, President,
                             Chief Executive Officer and Chief Operating Officer

Robert P. Wong         55    Vice Chairman of the Board of Directors, Chief
                             Technology Officer, Acting Chief Financial Officer
                             and Treasurer

Norman M. Friedland    49    Secretary

Julian H. Cherubini    61    Director

Joel L. Gold           55    Director

Glenn F. Santmire      55    Director

     The Company's  directors are elected by the Company's  stockholders at each
annual meeting or, in the case of a vacancy, are appointed by the directors then
in office,  to serve until the next annual meeting or until their successors are
elected and qualified.  Officers are appointed by and serve at the discretion of
the Board of Directors.

     Michael Strauss became the Company's  President and Chief Operating Officer
effective  January  2, 1995 and its  Chairman  of the Board and Chief  Executive
Officer on February 16, 1995.  From 1991 to December 31, 1994,  Mr.  Strauss was
President  and Chief  Operating  Officer of Colorado  Prime  Corp.,  a home food
service  company  providing home delivery of high quality,  custom designed food
programs  to retail  customers.  From 1984 to 1991,  he was  Chairman  and Chief
Executive  Officer  of  Capital  Credit  Corporation,   a  subsidiary  of  Union
Corporation,  a New York Stock  Exchange  Company.  Capital  Credit  Corporation
provides  receivables  management  and  consumer  debt  collection  services  to
corporations  in the  financial  services,  telecommunications,  health care and
related  businesses.  On June 18, 1992, Mr. Strauss and his agents and employees
at  Capital  Credit  Corporation  consented  to a final  judgment  of  permanent
injunction  enjoining Mr. Strauss from violating Section 10(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Rules 10b-5 and 13b2-1 of Sections
3(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20 and 13a-13 promulgated
thereunder.  Senior managers at Capital Credit Corporation were also permanently
enjoined  as  provided  above.  Prior to his  tenure at Union  Corporation,  Mr.
Strauss was employed by American  Express  Company in various senior  management
positions  including Executive Vice President of the Financial Services Division
of  Shearson  Lehman  Brothers,  Executive  Vice  President  of  Travel  Related
Services,  and President of American Express Canada,  Inc. Mr. Strauss has a BBA
from the City  University  of New  York and an MBA from the  Baruch  School-City
University of New York.

     In February, 1995, Robert Wong was appointed Vice Chairman of the Board and
Chief  Technology  Officer,  after having become a director in February of 1994.
Since  September,  1996,  Mr.  Wong is also  serving as Acting  Chief  Financial
Officer and Treasurer. Previously, from February 1994 through February 1995, Mr.
Wong worked as a representative for the Prudential  Insurance Company, and was a
private  investor from 1989 to February  1995.  Over the previous 27 years,  Mr.
Wong was founder and president of several technology  companies and president of
several  subsidiaries  of  Coordinated  Apparel,  Inc.  Mr.  Wong  has  an SB in
Electrical   Engineering   and  also  an  SB  in  Industrial   Management   from
Massachusetts Institute of Technology.

     In September,  1996, Norman M. Friedland was appointed Corporate Secretary.
Since 1994,  Mr.  Friedland has been counsel to the law firm of Ruskin,  Moscou,
Evans & Faltischek,  P.C., the Company's general counsel,  and prior to that was
in the private practice of law.

     Joel L. Gold was elected a Director in February  1994.  In April 1996,  Mr.
Gold became Executive Vice President of L.T. Lawrence Co., an investment banking
firm.  From April 1995 to April 1996, Mr. Gold was a managing  director and head
of investment  banking at Fechtor & Detwiler.  From 1993 to 1995, Mr. Gold was a
managing director at Furman Selz Incorporated, an investment banking firm. Prior
to joining  Furman Selz,  from 1991 to 1993, he was a managing  director at Bear
Sterns & Co., an investment  banking firm.  Previously,  Mr. Gold was a managing
director at Drexel Burnham  Lambert for nineteen years. He is currently a member
of the Board of Directors of MSA Realty Corp., Action Industries,  Inc., Concord
Camera,  William Greenberg,  Jr. Desserts and Cakes, Inc., Sterling Vision, Inc.
and Life Medical  Sciences.  Mr. Gold has a law degree from New York  University
and an MBA from Columbia Business School.

     Julian H. Cherubini was elected a director in April 1995. Mr.  Cherubini is
the  President  and Chief  Executive  Officer of AliMed,  Inc.,  a company  that
manufactures   and   distributes  a  broad  range  of  products  for  orthopedic
rehabilitation,  diagnostic imaging,  operating rooms, occupational medicine and
ergonomics.  Mr.  Cherubini  founded AliMed,  Inc. in 1970 and has served as its
President and Chief Executive Officer since its inception. Mr. Cherubini holds a
BS Degree in Metallurgy  from the  Massachusetts  Institute of Technology  and a
Masters Degree in Materials and  Radiochemistry  from the University of Texas at
Oak Ridge.

     Glenn F. Santmire was  appointed a director in October 1995.  Since 1995 he
has been employed by Unisys Corporation as Group Vice President of the Worldwide
Services-Market  Sector  Group.  From  1994  to  1995  he was  President  of GFS
Associates,  Inc.,  a  consulting  firm which he founded.  From 1992 to 1994 Mr.
Santmire was a Senior Vice President at Mastercard  International  and from 1990
to 1992 he was President of Enhanced Telephone  Services,  Inc., a subsidiary of
Citibank.  Mr.  Santmire  possesses  both a BA and an MBA  degree  from New York
University as well as a law degree from George  Washington  University School of
Law.


Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of a registered
class  of  the  Company's  equity  securities   (collectively,   the  "Reporting
Persons"),  to file  reports of  ownership  and  changes in  ownership  with the
Securities  and  Exchange  Commission  and to furnish the Company with copies of
these reports.  Based solely on the Company's review of the copies of such forms
received by it during the  Company's  fiscal year ended  December 31, 1996,  the
Company   believes  that  the  Reporting   Persons   complied  with  all  filing
requirements applicable to them.


ITEM 10. EXECUTIVE COMPENSATION
-------- ----------------------

Executive Compensation
----------------------

     The table set forth below shows information concerning the compensation for
services in all capacities  during the years  indicated paid to or earned by (i)
the Company's  Chief  Executive  Officer and (ii) each executive  officer of the
Company  (other than the Chief  Executive)  whose annual  compensation  exceeded
$100,000 during 1996.
<TABLE>
<CAPTION>

                                           SUMMARY COMPENSATION TABLE

                                                                                     Long Term
                                                  Annual Compensation           Compensation Awards

                                                                Other Annual               All Other
Name and Principal Position        Year     Salary     Bonus    Compensation   Options    Compensation
                                              ($)       ($)         ($)         (#)           ($)
---------------------------        ----       ---       ---         ---         ---      -------------
<S>                                <C>     <C>           <C>      <C>        <C>              <C>
                                                        
Michael Strauss (1)                1996    $200,000      -        $8,280         -             -
Chairman, President,               1995    $200,000      -        $7,743     1,000,000         -
Chief   Executive Officer and      1994        -         -           -           -             -
Chief Operating Officer

Robert Wong (2)                    1996    $102,000      -        $6,000         -             -
Vice Chairman,                     1995    $ 87,000      -        $2,000       492,500         -
Chief Technology Officer and       1994        -         -           -           7,500         -
Acting Chief Financial Officer

(1) Mr.  Strauss  became  employed  by the  Company as its  President  and Chief
    Operating  Officer on January 2, 1995 at an annual  salary of  $200,000.  He
    subsequently  became Chairman and Chief Executive Officer with no additional
    compensation on February 16, 1995.

(2) Mr. Wong was elected a Director in February 1994. He became  employed by the
    Company as its Chief Technology Officer, and was appointed Vice Chairman, on
    February 16, 1995 at an annual salary of $102,000.
</TABLE>

Employment Agreement - Michael Strauss
--------------------------------------

     Mr. Michael Strauss became the President and Chief Operating Officer of the
Company  effective  January 2, 1995  pursuant to an employment  agreement  dated
October 13, 1994. On February 16, 1995 the  employment  agreement was amended to
employ Mr. Strauss as the Chief Executive Officer of the Company and Chairman of
the Board of Directors.  The Company is currently  negotiating a new  employment
agreement with Mr. Strauss to replace the amended  employment  agreement,  which
expired  on January 2, 1997.  Mr.  Strauss  receives a base  salary at a rate of
$200,000  per annum.  Mr.  Strauss  received,  on  January  3, 1995,  options to
purchase  300,000 shares at an exercise price of $1.0313,  on February 16, 1995,
options to purchase 200,000 shares at an exercise price of $0.9219, and, on July
3, 1995,  options to purchase  500,000  shares at an exercise price of $1.04069.
Mr. Strauss is also entitled to  participate in the Company's  benefit plans and
to receive an allowance for the cost of an automobile.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------- --------------------------------------------------------------

     The following table sets forth  information as of April 28, 1997,  based on
information  obtained  from the  records  of the  Company  with  respect  to the
beneficial ownership of shares of Common Stock of the Company by (i) each person
known by the Company to be owners of more than five  percent of the  outstanding
shares of Common  Stock,  (ii) each  director and nominee and certain  executive
officers, and (iii) all officers and directors as a group.

                                  Common Stock
                                  ------------
                                     Amount and Nature        Percentage of 
Name and Address of                    of Beneficial           Common Stock
Beneficial Owner                        Ownership (3)             Owned
------------------------------      -------------------       --------------
Kirr, Marbach & Company LLC (1)         2,042,500 (4)             12.8%
Michael Strauss (2)                       425,000 (5)              2.7%
Robert P. Wong (2)                        211,875 (6)              1.3%
Norman M. Friedland (2)                      0                      *
Joel L. Gold (2)                          107,500 (7)               *
Julian H. Cherubini (2)                    25,000 (8)               *
Glenn F. Santmire (2)                      17,500 (9)               *
All officers and directors                786,875 (5,6,7,8,9)      4.9%
 as a group (6 persons) 


1    Beneficial  owner of more than five  percent of the  outstanding  shares of
     Common Stock whose address is 621 Washington Street, Columbus, IN 47201.

2    All addresses  are c/o BCAM  International,  Inc.,  1800 Walt Whitman Road,
     Melville, New York 11747.

3    The Company  believes  that all persons named in the table have sole voting
     and   investment   power  with  respect  to  all  shares  of  Common  Stock
     beneficially owned by them.

4    Includes  warrants to purchase  770,000 shares of Common Stock  exercisable
     within 60 days of the date hereof

5    Includes  options to purchase  425,000  shares of Common Stock  exercisable
     within 60 days of the date  hereof.  Does not  include  options to purchase
     575,000 shares of Common Stock not  exercisable  within 60 days of the date
     hereof.

6    Includes  options to purchase  211,875  shares of Common Stock  exercisable
     within 60 days of the date  hereof.  Does not  include  options to purchase
     288,125 shares of Common Stock not  exercisable  within 60 days of the date
     hereof.

7    Includes  options to purchase  57,500  shares of Common  Stock  exercisable
     within 60 days of the date hereof.

8    Includes  options to purchase  25,000  shares of Common  Stock  exercisable
     within 60 days of the date hereof.

9    Includes  options to purchase  17,500  shares of Common  Stock  exercisable
     within 60 days of the date  hereof.  Does not  include  options to purchase
     7,500  shares of Common  Stock not  exercisable  within 60 days of the date
     hereof.

*    less than 1%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------- ----------------------------------------------

     None.


<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,  thereto
duly authorized.


                                 BCAM International, Inc.




                                By:      /s/ Michael Strauss
                                         -------------------
                                         Michael Strauss
                                         Chairman of the Board of Directors
                                         Chief Executive Officer
                                         (Principal Executive Officer)
                                         Date:  April 29,1997



                                By:      /s/ Robert P. Wong
                                         ------------------
                                         Robert P. Wong
                                         Vice Chairman,
                                         Chief Technology Officer and
                                         Acting Chief Financial Officer
                                         (Acting Principal Accounting Officer)
                                         Date:  April 29, 1997