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                                  FORM 10-KSB/A
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                 Annual Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
For Fiscal Year Ended                                      December 31, 1996
 
                           Commission File #0-15303
 
                                  UNICO, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
 
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<S>                                                <C>
          Delaware                                     73-1215433
-------------------------------               ----------------------------
(State or other jurisdiction of                       (IRS Employer
 incorporation or organization)                    Identification Number)

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              8380 Alban Road, Springfield, VA 22150
           -------------------------------------------------- 
           (Address of principal executive offices)(Zip Code)

(Registrant's telephone no., including area code)         (703) 644-0200
                                                          --------------

          ----------------------------------------------------
          (Former name, former address and former fiscal year,
                      if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act: NONE
 
       Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, $.01 par value
                               Warrants
 
    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 
                                                  ---       --- 

    Check if there is no disclosure of delinquent filers in response to Item 
405 of Regulation S-B not contained in this form, and no disclosure will be 
contained, to the best of the 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)
 
    Revenues for year ended December 31, 1996.                 $6,825,875
 
    Aggregate market value of the voting common stock held by non-affiliates 
of the registrant as of April 1, 1997, was:                    $1,589,308
 
    Number of shares of the registrant's common stock outstanding as of 
April 1, 1997 was:                                              8,476,309

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                                    PART IV
 
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
 
    (a) The following documents are filed as part of this report: 
 
1. Financial statements; see index to financial statement and schedules 
   immediately following the signature pages of this report. (7)
 
2. Financial statement schedules; see index to financial statements and 
   schedules immediately following the signature pages of this report. (7)
 
3. Exhibits:

   The following exhibits are filed with this Form 10-KSB and are identified 
   by the numbers indicated; see index to exhibits immediately following 
   financial statements and schedules of this report.
 
    2     Plan of Reorganization and Agreement of Merger among UNICO, Inc.,
          AEC Acquisitions, Inc. and Cal-Central Marketing Corporation(1)
    3.1   Certificate of Incorporation, as amended(2)
    3.2   Bylaws, as amended(2)
    3.3   Amendment to the Certificate of Incorporation to increase the 
          authorized shares of Common Stock(3)
    3.4   Bylaws, as amended. (Corrected Version)
    4.1   Form of Common Stock Purchase Warrant, dated September 11, l986(4)
    4.2   Form of Class B Common Stock Purchase Warrant dated November 1, 
          1993(3)
    4.3   Form of Subordinated Debenture dated October 26, 1993, offered 
          through Duncan Smith Co.(3)
    4.4   Certificate of Designations, Preferences, and Rights of Series A 
          Convertible Preferred Stock(3)
    4.5   Certificate of Designations, Preferences, and Rights of Series A 
          Redeemable Preferred Stock(3)
    4.6   Certificate of Designations, Preferences, and Rights of Series B 
          Redeemable Preferred Stock(3)
    4.7   Certificate of Designations, Preferences, and Rights of Series C 
          Preferred Stock.
   10.1   Employment Agreement between Cal-Central Marketing Corporation and 
          Jack Brown. (1)
   10.2   Employment Agreement between Cal-Central Marketing Corporation and 
          Gerald Bomstad, Jr. (1)
   10.3   Lease of executive offices at 1101-B Sovereign Row, Oklahoma City, 
          OK 73108. (3)
   10.4   Form of Common Stock Purchase Warrant dated October 26, 1993 offered
          through Duncan-Smith Co. (3)
   10.3   Second Amendment to Lease Agreement Cal-Central Marketing 
          Corporation(3)
   10.6   United Coupon Corporation Franchise Agreement. (2)

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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.
 
                                UNICO, Inc.
 
June 16, 1997                     By: /s/ Gerard R. Bernier
                                     -----------------------------------------
                                     Gerard R. Bernier
                                     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.

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<CAPTION>
NAME                                      TITLE                  DATE
------------------------------     -----------------------     ---------
<S>                                <C>                         <C>


 /s/ Gerard R. Bernier
------------------------------     Chief Executive officer     June 16, 1997
Gerard R. Bernier                  Chairman of the Board


 /s/ Subhash Ghei
------------------------------     Chief Financial officer     June 16, 1997
Subhash Ghei


 /s/ Gerald Bomstad, Jr.
------------------------------     Director                    June 16, 1997
Gerald Bomstad, Jr.


 /s/ Leon Zajdel
------------------------------     Director                    June 16, 1997
Leon Zajdel

 /s/ Steven Kronzek
------------------------------     Director                    June 16, 1997
Steven Kronzek
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