<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A

                               AMENDMENT NO. 1 TO

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

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

         FOR THE FISCAL YEAR ENDED  DECEMBER 31, 1996  OR

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities 
         Exchange Act of 1934 [No Fee Required]

         For the transition period from ____________________________   to
         ___________________________________.

     
                         Commission File Number 0-24858
                                                -------

                                 WAVEPHORE, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         INDIANA                                          86-0491428
-------------------------------            -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.) 
incorporation or organization)

3311 N. 44TH STREET,  PHOENIX,  ARIZONA                        85018
---------------------------------------    ------------------------------------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:       (602) 952-5500
                                                     --------------------------


Securities registered pursuant to Section 12(b) of the Act:

      Title of each class             Name of each exchange on which registered

           NONE                                          NONE
      -------------------             -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                          COMMON SHARES - NO PAR VALUE
--------------------------------------------------------------------------------
                                (Title of class)

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 the past 90 days.      Yes  X     No

Indicate by check mark if the disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

The aggregate market value of the Registrant's no par value Common Shares held
by non-affiliates of the Registrant, as of March 7, 1997, was approximately
$96,800,000.

The number of shares outstanding of the Registrant's no par value Common Shares
as of March 7, 1997 was 16,236,984 shares.

No documents are incorporated by reference into the text of this Report.
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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.

                                            WAVEPHORE, INC.


Date:  March 10, 1997                       By /s/  David E. Deeds
                                               -------------------------------
                                               David E. Deeds, Chairman, Chief
                                               Executive Officer and President


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

          SIGNATURES                                   TITLE                         DATE
          ---------                                    -----                         ----
<S>                                         <C>                                <C>
/s/      David E. Deeds                     Chairman of the Board, Chief       March 10, 1997
______________________________              Executive Officer and President
   David E. Deeds                           (Principal Executive Officer)


/s/      R. Glenn Williamson                Executive Vice President, Chief    March 10, 1997
______________________________              Operating Officer and Director
   R. Glenn Williamson                      


/s/  Kenneth D. Swenson                     Executive Vice President, Chief    March 10, 1997
______________________________              Financial Officer, Treasurer
   Kenneth D. Swenson                       (Principal Financial Officer
                                            and Principal Accounting Officer)
                                            and Director


/s/  C. Roland Haden                        Director                           March 10, 1997
______________________________
   C. Roland Haden


/s/  Glenn Scolnik                          Director                           March 10, 1997
______________________________
   Glenn Scolnik


/s/  J. Robert Collins                      Director                           March 10, 1997
______________________________
    J. Robert Collins


</TABLE>
     

                                       58
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The purpose of this Amendment No. 1 to Annual Report on Form 10-K is to file
the Signature Page which was inadvertently omitted by a third party provider in
the EDGAR filing process.




                                   SIGNATURES


        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to Report
to be signed on its behalf by the Undersigned, thereunto duly authorized.


                                                WAVEPHORE, INC.




Date: March 11, 1997                            By: /s/ Douglas J. Reich
                                                    ----------------------
                                                    Douglas J. Reich,
                                                    Senior Vice President and
                                                    General Counsel