SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

   
                                  FORM 10-KSB-A
    

(Mark One)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934.

For the fiscal year ended June 30, 1997

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

For the transition period from __________ to __________

                           Commission File No. 0-28452

                                  U-SHIP, INC.
                 (Name of Small Business Issuer in Its Charter)

               Utah                                      39-1713181
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              5583 West 78th Street
                             Edina, Minnesota 55439

           (Address of principal executive offices including Zip Code)

          Issuer's Telephone Number, Including Area Code (612) 941-4080

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  Common Stock, 
                                                                par value $.004
                                                                per share

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 ____

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $917,705

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within the past 60 days: $4,435,665 as of September 15, 1997.

   
As of September 15, 1997, there were 4,979,717 shares of common stock of the
registrant issued and outstanding.
    

DOCUMENTS INCORPORATED BY REFERENCE

None

   
October 16, 1997
    

<PAGE>


                                   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.

                                           U-SHIP, INC.

   
Dated: October 13, 1997
    

                                           By /s/Bruce H. Senske
                                           Bruce H. Senske,
                                           President and Chief Executive Officer

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>
   
                                                                                                  Date
                                                                                                  ----
<S>                                       <C>                                              <C> 
/s/Bruce H. Senske                        President, Chief Executive Officer and           October 13, 1997
----------------------------------------  Director (Principal Executive,   
Bruce H. Senske                           Accounting and Financial Officer)


/s/B. Richard Vogen                       Chairman and Director                            October 13, 1997
-------------------------------------
B. Richard Vogen


/s/Donald L. Kotula                       Director                                         October 13, 1997
-------------------------------------
Donald L. Kotula

/s/Gary W. Ramsden                        Director                                         October 13, 1997
-------------------------------------
Gary W. Ramsden
    

</TABLE>


   
October 16, 1997