U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

(Mark One)
|X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act 
    of 1934

For the quarterly period ended October 31, 1996

|_| Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _________ to _________

Commission file number 0-26238


                               The Source Company
        (Exact Name of Small Business Issuer as Specified in Its Charter)


         Missouri                                            43-1710906
(State or Other Jurisdiction of                           (I.R.S. Employer
Incorporation or Organization)                           Identification No.)

                             11644 Lilburn Park Road
                            St. Louis, Missouri 63146
                    (Address of Principal Executive Offices)

                                 (314) 995-9040
                (Issuer's Telephone Number, Including Area Code)

                                 Not Applicable
         (Former Name, Former Address and Former Fiscal Year, if Changed
                               Since Last Report)

          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 

                      APPLICABLE ONLY TO CORPORATE ISSUERS

          State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest  practicable date:  7,041,478 (as of November
27, 1996)


          Traditional Small Business Disclosure Format (check one): 
Yes    No X


<PAGE>
                               THE SOURCE COMPANY


           QUARTERLY REPORT TO THE SECURITIES AND EXCHANGE COMMISSION

                              FOR THE QUARTER ENDED
                                October 31, 1996


                           PART II - OTHER INFORMATION

ITEM 4.           Submission of Matters to a Vote of Security Holders

SIGNATURE PAGE

<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 4.           Submission of Matters to a Vote of Security Holders

         (a)      The Annual Meeting of the Stockholders of the Company was held
                  on September  26, 1996. Of the  6,623,103  shares  entitled to
                  vote at such  meeting,  3,571,370  shares were  present at the
                  meeting in person or by proxy.

         (b)      The individuals  listed below were elected as Directors of the
                  Company,  and,  with respect to each  Director,  the number of
                  shares voted for and withheld were as follows:

                                                Number of Shares Voted
                  Names of Nominees              For         Withheld
                  -----------------              ---         --------

                  Aron Katzman                3,570,870         500
                  Randall Minix               3,570,870         500


                  The  individuals  listed  below  will  continue  in  office as
                  Directors of the Company after the meeting until their term of
                  office expires.

                  Names of Directors               Term Expiration Date
                  ------------------               --------------------

                  Timothy A. Braswell                     1997
                  Harry L. "Terry" Franc                  1997
                  S. Leslie Flegel                        1998
                  William H. Lee                          1998

         (c)      The Source  Company's  1995  Incentive  Stock Option Plan (the
                  "1995 Plan") was adopted. The 1995 Plan is designed to provide
                  additional  incentives for officers and other key employees of
                  the  Company to promote  the  success of the  business  and to
                  enhance  the  Company's  ability  to  attract  and  retain the
                  services of qualified persons. The number of shares voted for,
                  against and withheld were as follows:

                    For                 Against                Withheld
                    ---                 -------                --------

                  3,570,670               500                      0

            There were no broker non-votes regarding the election of officers or
            the adoption of the 1995 Plan.
<PAGE>
                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        THE SOURCE COMPANY



Date  April 18, 1997                 By: /s/ W. Brian Rodgers
                                            --------------------
                                            W. Brian Rodgers
                                            Chief Financial Officer