<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 FORM 10-K/A
                              (Amendment No. 1)
 
[X]      Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 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 for the transition period from______________to
         _______________
         

                         COMMISSION FILE NUMBER: 0-20937

                        PHOENIX INTERNATIONAL LTD., INC.
             (Exact name of Registrant as specified in its charter)

          Florida                                     59-3171810
(State of other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

  500 International Parkway, Heathrow, Florida               32746
    (Address of principal executive offices)               (Zip Code)

(Registrant's telephone number including area code):    (407) 548-5100

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

             None                                      None
     (Title of each class)          (Name of each exchange on which registered)

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

                     Common Stock, Par Value $0.01 Per Share
                                (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 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 estimated aggregate market value of the voting stock held by non-affiliates
of the Registrant, based upon the closing sale price of Common Stock on March
18, 1997, as reported on the Nasdaq Stock Market's National Market, was
approximately $49,516,000. As of March 18, 1997, the Registrant had outstanding
3,862,721 shares of Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 1996 Annual Report to Shareholders of the Registrant are
incorporated by reference in Part II of this Form 10-K, and portions of the
Proxy Statement for the Registrant's 1997 Annual Meeting of Shareholders to be
held on May 16, 1997 are incorporated by reference in Part III of this Form
10-K.


<PAGE>   2



                              INDEX OF FORM 10-K/A
<TABLE>
<CAPTION>

                                                                                   Page
                                                                                   ----

PART IV

<S>      <C>                                                                          <C>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K..............3
</TABLE>

 



























                                       -2-


<PAGE>   3



                                   PART IV

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
      <S>   <C>
      (b)   Exhibits

      3.1   Amended and Restated Articles of Incorporation (incorporated by
            reference to Exhibit 3.1 of the Company's Form 10-Q, dated August
            14, 1996, File No. 0-2937 (the "Second Quarter 10-Q")).

      3.2   Amended and Restated Bylaws (incorporated by reference to Exhibit
            3.2 of the Second Quarter 10-Q).

      4.1   See Exhibits 3.1 and 3.2 for provisions of the Amended and 
            Restated Articles of Incorporation and Amended and Restated Bylaws
            defining the rights of the holders of Common Stock of the Company.

      10.1  Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan,
            effective as of March 18, 1995 (incorporated by reference to Exhibit
            10.12 of the Company's Registration Statement on Form S-1
            (Registration No. 33-03355), as declared effective by the Securities
            and Exchange Commission on July 1, 1996 (the "Registration
            Statement").*

      10.2  Amendment, dated May 24, 1996, to the Phoenix International Ltd.,
            Inc. 1995 Employee Stock Option Plan, effective March 18, 1995
            (incorporated by reference to Exhibit 10.43 of the Registration
            Statement).*

      10.3  Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan,
            effective as of October 21, 1995 (incorporated by reference to
            Exhibit 10.13 of the Registration Statement).*

      10.4  Amendment, dated May 24, 1996, to the Phoenix International Ltd.,
            Inc. 1995 Employee Stock Option Plan, effective October 21, 1995
            (incorporated by reference to Exhibit 10.44 of the Registration
            Statement).*

      10.5  Revised Form of Stock Option Agreement for the Phoenix International
            Ltd., Inc. 1995 Employee Stock Option Plan, effective October 21,
            1995 (incorporated by reference to Exhibit 10.45 of the 
            Registration Statement).*

      10.6  Phoenix International Ltd., Inc. 1996 Director Stock Option Plan
            (incorporated by reference to Exhibit 10.46 of the Registration
            Statement).*

      10.7  Form of Stock Option Agreement under the Phoenix International Ltd.,
            Inc. 1996 Director Stock Option Plan (incorporated by reference to
            Exhibit 4.7 of the Company's Registration Statement on Form S-8, as
            declared effective by the Securities and Exchange Commission on
            December 31, 1996).*

      10.8  Form of the Company's Director Indemnity Agreement (incorporated by
            reference to Exhibit 10.47 of the Registration Statement).

      10.9  Employment Agreement by and between the Company and Bahram
            Yusefzadeh, dated December 28, 1995 (incorporated by reference to
            Exhibit 10.14 of the Registration Statement).*

      10.10 First Amendment to Employment Agreement by and between the Company
            and Bahram Yusefzadeh, dated May 22, 1996 (incorporated by reference
            to Exhibit 10.15 of the Registration Statement).*

      10.11 Employment Agreement by and between the Company and Ralph Reichard,
            dated December 18, 1995 (incorporated by reference to Exhibit 10.16
            of the Registration Statement).*
</TABLE>

                                       -3-


<PAGE>   4


<TABLE>
      <S>   <C>
      10.12 First Amendment to Employment Agreement by and between the Company
            and Ralph Reichard, dated May 22, 1996 (incorporated by reference to
            Exhibit 10.17 of the Registration Statement).*

      10.13 Employment Agreement by and between the Company and Clay E.
            Scarborough, dated May 23, 1996 (incorporated by reference to
            Exhibit 10.18 of the Registration Statement).*

      10.14 Employment Agreement by and between the Company and Michael R.
            Newes, dated April 12, 1996 (incorporated by reference to Exhibit
            10.19 of the Registration Statement).*

      10.15 Employment Agreement by and between the Company and Gerald P.
            Nissen, dated April 12, 1996 (incorporated by reference to Exhibit
            10.20 of the Registration Statement).*

      10.16 Employment Agreement by and between the Company and Twanna C.
            Soifer, dated April 12, 1996 (incorporated by reference to Exhibit
            10.21 of the Registration Statement).*

      10.17 Employment Agreement by and between the Company and Harold C.
            Boughton, dated June 3, 1996 (incorporated by reference to Exhibit
            10.1 of the Second Quarter 10-Q).*

      10.18 Employment Agreement by and between the Company and Raju M.
            Shivdasani, dated July 15, 1996 (incorporated by reference to
            Exhibit 10.2 of the Second Quarter 10-Q).*

      10.19 Form of Employee Confidentiality Agreement (incorporated by
            reference to Exhibit 10.19 of the Company's Annual Report on
            Form 10-K, dated March 25, 1997, File No: 0-20937 (the "1996
            10-K")).

      10.20 Form of Promissory Note for employee loans from the Company
            (incorporated by reference to Exhibit 10.54 of the Registration
            Statement).

      10.21 Form of Stock Pledge and Security Agreement for employee loans from
            the Company (incorporated by reference to Exhibit 10.55 of the
            Registration Statement).

      10.22 OEM Software License Agreement, dated June 30, 1995, between the
            Company and Gupta Corporation (incorporated by reference to Exhibit
            10.26 of the Registration Statement).+

      10.23 Value Added Remarketer Agreement, dated October 13, 1993, between
            the Company and Sybase, Inc. (incorporated by reference to Exhibit
            10.27 of the Registration Statement).+

      10.24 Software License Agreement between the Company and Unisys
            Corporation, dated March 16, 1996 (incorporated by reference to
            Exhibit 10.28 of the Registration Statement).+

      10.25 First Amendment to Software License Agreement between the Company
            and Unisys Corporation, dated December 27, 1996.++

      10.26 General Agreement for Strategic Relationship between the Company and
            Hewlett-Packard Company, dated April 30, 1993 (incorporated by
            reference to Exhibit 10.29 of the Registration Statement).+

      10.27 Form of Software License Agreement (incorporated by reference to
            Exhibit 10.30 of the Registration Statement).+

      10.28 Form of International Software License Agreement (incorporated by
            reference to Exhibit 10.31 of the Registration Statement).+

      10.29 Form of Disaster Recovery Service Agreement (incorporated by
            reference to Exhibit 10.32 of the Registration Statement).+

      10.30 Form of Software Deposit Agreement (incorporated by reference to
            Exhibit 10.33 of the Registration Statement).+

      10.31 Form of Confidentiality and Non-Disclosure Agreement (incorporated
            by reference to Exhibit 10.34 of the Registration Statement).
</TABLE>

                                       -4-


<PAGE>   5


<TABLE>
      <S>   <C>
      10.32 Form of Confidentiality Agreement (incorporated by reference to
            Exhibit 10.35 of the Registration Statement).

      10.33 Form of Mutual Non-Disclosure Agreement (incorporated by reference
            to Exhibit 10.36 of the Registration Statement).

      10.34 Form of Confidentiality/Non-Disclosure Agreement Remitting Access to
            System Documentation and Data Files for Data Conversion
            (incorporated by reference to Exhibit 10.37 of the Registration 
            Statement).

      10.35 Form of Phoenix International Ltd., Inc. Confidentiality Agreement
            (incorporated by reference to Exhibit 10.38 of the Registration
            Statement).

      10.36 Standard Commercial Lease, dated December 8, 1993, between the
            Company and ABR Spectrum, Ltd. with respect to Suite 140, 900
            Winderley Place, Maitland, Florida premises, as modified January 24,
            1994 (incorporated by reference to Exhibit 10.39 of the Registration
            Statement).

      10.37 Lease Termination Agreement, dated February 12, 1997, between the
            Company and ABR Spectrum, Ltd. (incorporated by reference to Exhibit
            10.37 of the 1996 10-K).

      10.38 Sublease Agreement, dated September 28, 1995, between the Company
            and CCS Technology Group, Inc. with respect to Suite 120, 900
            Winderley Place, Maitland, Florida premises (incorporated by
            reference to Exhibit 10.40 of the Registration Statement).

      10.39 The Principal Financial Group Prototype for Savings Plans (401k), as
            amended, and the Group Annuity Contract for the Company
            (incorporated by reference to Exhibit 10.41 of the Registration
            Statement).*

      10.40 Remarketing Agreement and Support Authorization, dated as of April
            22, 1996, between the Company and Computer Systems Associates
            (Nigeria) Limited (incorporated by reference to Exhibit 10.42 of the
            Registration Statement) (the "CSA Agreement").+

      10.41 Lease Agreement, dated September 11, 1996, between the Company and
            500 International Parkway Development Company (incorporated by
            reference to Exhibit 10.1 of the Company's Form 10-Q, dated November
            5, 1996, File No. 0-2937).

      10.42 Cooperative Marketing Agreement, dated September 5, 1996, between
            the Company and The Netcomm Group, Inc.++

      10.43 Cooperative Marketing Agreement, dated October 2, 1996, between the
            Company and ISC Financial Systems, Inc.++

      10.44 Stock Purchase Agreement, dated March 5, 1997, between the Company
            and Dyad Corporation.++

      10.45 License and Distribution Agreement, dated March 5, 1997, between the
            Company and Dyad Corporation.++

      10.46 License and Marketing Agreement, dated November 26, 1997, between
            the Company and Integrated Financial Services, Inc.++

      10.47 Form of Software License Agreement used in connection with the CSA
            Agreement (incorporated by reference to Exhibit 10.47 of the 1996
            10-K).

      11.1  Statement re: Computation of Per Share Earnings (incorporated by
            reference to Exhibit 11.1 of the 1996 10-K).

      13.1  Registrant's 1996 Annual Report to Shareholders (incorporated by
            reference to Exhibit 13.1 of the 1996 10-K).

      21.1  Subsidiaries of the Company (incorporated by reference to Exhibit
            21.1 of the 1996 10-K).
</TABLE>

                                       -5-


<PAGE>   6



<TABLE>
      <S>   <C>
      23.1  Consent of Ernst & Young LLP (incorporated by reference to Exhibit
            23.1 of the 1996 10-K).

      24.1  Power of Attorney (incorporated by reference to Exhibit 24.1 of the
            1996 10-K)

      27.1  Financial Data Schedule (for Commission purposes only) (incorporated
            by reference to Exhibit 27.1 of the 1996 10-K)

      ---------------
      +     Confidential treatment previously granted.
      ++    Confidential treatment has been requested for certain confidential
            portions of this exhibit. These confidential portions have been
            omitted from this exhibit and filed separately with the Commission.
      *     This agreement is a compensatory plan or arrangement required to be
            filed as an exhibit to this Form 10-K pursuant to Item 14(c).
</TABLE>















                                       -6-


<PAGE>   7



                                   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, thereto duly authorized.

                                        Phoenix International Ltd., Inc.

      May 20, 1997              By: /s/ Bahram Yusefzadeh
----------------------------    ------------------------------------------------
Date                                        Bahram Yusefzadeh
                                            Chairman and Chief Executive Officer



<PAGE>   8



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION                                                PAGE
------                        -----------                                                ----
<S>       <C>                                                                            <C>
3.1       Amended and Restated Articles of Incorporation (incorporated by
          reference to Exhibit 3.1 of the Company's Form 10-Q, dated August 14,
          1996, File No. 0-2937 (the "Second Quarter 10-Q")).

3.2       Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2
          of the Second Quarter 10-Q).

4.1       See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
          Articles of Incorporation and Amended and Restated Bylaws defining
          the rights of the holders of Common Stock of the Company.

10.1      Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan,
          effective as of March 18, 1995 (incorporated by reference to Exhibit
          10.12 of the Company's Registration Statement on Form S-1
          (Registration No. 33- 03355), as declared effective by the Securities
          and Exchange Commission on July 1, 1996 (the "Registration
          Statement").*

10.2      Amendment, dated May 24, 1996, to the Phoenix International Ltd., Inc.
          1995 Employee Stock Option Plan, effective March 18, 1995
          (incorporated by reference to Exhibit 10.43 of the Registration
          Statement).*

10.3      Phoenix International Ltd., Inc. 1995 Employee Stock Option Plan,
          effective as of October 21, 1995 (incorporated by reference to Exhibit
          10.13 of the Registration Statement).*

10.4      Amendment, dated May 24, 1996, to the Phoenix International Ltd., Inc.
          1995 Employee Stock Option Plan, effective October 21, 1995
          (incorporated by reference to Exhibit 10.44 of the Registration
          Statement).*

10.5      Revised Form of Stock Option Agreement for the Phoenix International
          Ltd., Inc. 1995 Employee Stock Option Plan, effective October 21, 1995
          (incorporated by reference to Exhibit 10.45 of the Registration
          Statement).*

10.6      Phoenix International Ltd., Inc. 1996 Director Stock Option Plan
          (incorporated by reference to Exhibit 10.46 of the Registration
          Statement).*

10.7      Form of Stock Option Agreement under the Phoenix International Ltd.,
          Inc. 1996 Director Stock Option Plan (incorporated by reference to
          Exhibit 4.7 of the Company's Registration Statement on Form S-8, as
          declared effective by the Securities and Exchange Commission on
          December 31, 1996).*

10.8      Form of the Company's Director Indemnity Agreement (incorporated by
          reference to Exhibit 10.47 of the Registration Statement).

10.9      Employment Agreement by and between the Company and Bahram Yusefzadeh,
          dated December 28, 1995 (incorporated by reference to Exhibit 10.14 of
          the Registration Statement).*

10.10     First Amendment to Employment Agreement by and between the Company and
          Bahram Yusefzadeh, dated May 22, 1996 (incorporated by reference to
          Exhibit 10.15 of the Registration Statement).*

10.11     Employment Agreement by and between the Company and Ralph Reichard,
          dated December 18, 1995 (incorporated by reference to Exhibit 10.16 of
          the Registration Statement).*
</TABLE>


<PAGE>   9


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION                                                PAGE
------                        -----------                                                ----
<S>       <C>                                                                            <C> 
10.12     First Amendment to Employment Agreement by and between the Company and
          Ralph Reichard, dated May 22, 1996 (incorporated by reference to
          Exhibit 10.17 of the Registration Statement).*

10.13     Employment Agreement by and between the Company and Clay E.
          Scarborough, dated May 23, 1996 (incorporated by reference to Exhibit
          10.18 of the Registration Statement).*

10.14     Employment Agreement by and between the Company and Michael R. Newes,
          dated April 12, 1996 (incorporated by reference to Exhibit 10.19 of
          the Registration Statement).*

10.15     Employment Agreement by and between the Company and Gerald P. Nissen,
          dated April 12, 1996 (incorporated by reference to Exhibit 10.20 of
          the Registration Statement).*

10.16     Employment Agreement by and between the Company and Twanna C. Soifer,
          dated April 12, 1996 (incorporated by reference to Exhibit 10.21 of
          the Registration Statement).*

10.17     Employment Agreement by and between the Company and Harold C.
          Boughton, dated June 3, 1996 (incorporated by reference to Exhibit
          10.1 of the Second Quarter 10-Q).*

10.18     Employment Agreement by and between the Company and Raju M.
          Shivdasani, dated July 15, 1996 (incorporated by reference to Exhibit
          10.2 of the Second Quarter 10-Q).*

10.19     Form of Employee Confidentiality Agreement (incorporated by reference
          to Exhibit 10.19 of the Company's Annual Report on Form 10-K, dated
          March 25, 1997, file No. 0-20937 (the "1996 10-K")).

10.20     Form of Promissory Note for employee loans from the Company
          (incorporated by reference to Exhibit 10.54 of the Registration
          Statement).

10.21     Form of Stock Pledge and Security Agreement for employee loans from
          the Company (incorporated by reference to Exhibit 10.55 of the
          Registration Statement).

10.22     OEM Software License Agreement, dated June 30, 1995, between the
          Company and Gupta Corporation (incorporated by reference to Exhibit
          10.26 of the Registration Statement).+

10.23     Value Added Remarketer Agreement, dated October 13, 1993, between the
          Company and Sybase, Inc. (incorporated by reference to Exhibit 10.27
          of the Registration Statement).+

10.24     Software License Agreement between the Company and Unisys Corporation,
          dated March 16, 1996 (incorporated by reference to Exhibit 10.28 of
          the Registration Statement).+

10.25     First Amendment to Software License Agreement between the Company and
          Unisys Corporation, dated December 27, 1996.++

10.26     General Agreement for Strategic Relationship between the Company and
          Hewlett-Packard Company, dated April 30, 1993 (incorporated by
          reference to Exhibit 10.29 of the Registration Statement).+

10.27     Form of Software License Agreement (incorporated by reference to
          Exhibit 10.30 of the Registration Statement).+
</TABLE>


<PAGE>   10


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION                                                PAGE
------                        -----------                                                ----
<S>       <C>                                                                            <C> 
10.28     Form of International Software License Agreement (incorporated by
          reference to Exhibit 10.31 of the Registration Statement).+

10.29     Form of Disaster Recovery Service Agreement (incorporated by reference
          to Exhibit 10.32 of the Registration Statement).+

10.30     Form of Software Deposit Agreement (incorporated by reference to
          Exhibit 10.33 of the Registration Statement).+

10.31     Form of Confidentiality and Non-Disclosure Agreement (incorporated by
          reference to Exhibit 10.34 of the Registration Statement).

10.32     Form of Confidentiality Agreement (incorporated by reference to
          Exhibit 10.35 of the Registration Statement).

10.33     Form of Mutual Non-Disclosure Agreement (incorporated by reference to
          Exhibit 10.36 of the Registration Statement).

10.34     Form of Confidentiality/Non-Disclosure Agreement Remitting Access to
          System Documentation and Data Files for Data Conversion (incorporated
          by reference to Exhibit 10.37 of the Registration Statement).

10.35     Form of Phoenix International Ltd., Inc. Confidentiality Agreement
          (incorporated by reference to Exhibit 10.38 of the Registration
          Statement).

10.36     Standard Commercial Lease, dated December 8, 1993, between the Company
          and ABR Spectrum, Ltd. with respect to Suite 140, 900 Winderley Place,
          Maitland, Florida premises, as modified January 24, 1994 (incorporated
          by reference to Exhibit 10.39 of the Registration Statement).

10.37     Lease Termination Agreement, dated February 12, 1997, between the
          Company and ABR Spectrum, Ltd. (incorporated by reference to Exhibit
          10.37 of the 1996 10-K).

10.38     Sublease Agreement, dated September 28, 1995, between the Company and
          CCS Technology Group, Inc. with respect to Suite 120, 900 Winderley
          Place, Maitland, Florida premises (incorporated by reference to
          Exhibit 10.40 of the Registration Statement).

10.39     The Principal Financial Group Prototype for Savings Plans (401k), as
          amended, and the Group Annuity Contract for the Company (incorporated
          by reference to Exhibit 10.41 of the Registration Statement).*

10.40     Remarketing Agreement and Support Authorization, dated as of April 22,
          1996, between the Company and Computer Systems Associates (Nigeria)
          Limited (incorporated by reference to Exhibit 10.42 of the
          Registration Statement) (the "CSA Agreement").+

10.41     Lease Agreement, dated September 11, 1996, between the Company and 500
          International Parkway Development Company (incorporated by reference
          to Exhibit 10.1 of the Company's Form 10-Q, dated November 5, 1996,
          File No. 0-2937).

10.42     Cooperative Marketing Agreement, dated September 5, 1996, between the
          Company and The Netcomm Group, Inc.++

10.43     Cooperative Marketing Agreement, dated October 2, 1996, between the
          Company and ISC Financial Systems, Inc.++
</TABLE>


<PAGE>   11


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION                                                PAGE
------                        -----------                                                ----
<S>       <C>                                                                            <C> 
10.44     Stock Purchase Agreement, dated March 5, 1997, between the Company and
          Dyad Corporation.++

10.45     License and Distribution Agreement, dated March 5, 1997, between the
          Company and Dyad Corporation.++

10.46     License and Marketing Agreement, dated November 26, 1997, between the
          Company and Integrated Financial Services, Inc.++

10.47     Form of Software License Agreement used in connection with the CSA
          Agreement (incorporated by reference to Exhibit 10.47 of the 1996
          10-K).

11.1      Statement re: Computation of Per Share Earnings (incorporated by
          reference to Exhibit 11.1 of the 1996 10-K).

13.1      Registrant's 1996 Annual Report to Shareholders (incorporated by
          reference to Exhibit 13.1 of the 1996 10-K).

21.1      Subsidiaries of the Company (incorporated by reference to Exhibit 21.1
          of the 1996 10-K).
 
23.1      Consent of Ernst & Young LLP (incorporated by reference to Exhibit 
          23.1 of the 1996 10-K).

24.1      Power of Attorney (incorporated by reference to Exhibit 24.1 of the
          1996 10-K).

27.1      Financial Data Schedule (for Commission purposes only) (incorporated
          by reference to Exhibit 27.1 of the 1996 10-K).
</TABLE>



---------------
+         Confidential treatment previously granted.
++        Confidential treatment has been requested for certain confidential
          portions of this exhibit. These confidential portions have been
          omitted from this exhibit and filed separately with the Commission.
*         This agreement is a compensatory plan or arrangement required to be
          filed as an exhibit to this Form 10-K pursuant to Item 14(c).