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                   UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A  

(Mark One)
[ X ] 15, 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
                                           
[   ]  15, 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:  001-12063


                            ROCKY MOUNTAIN INTERNET, INC.
                 ----------------------------------------------------
                 Exact name of Registrant as specified in its charter


Delaware                                                   84-1322326     
--------                                                   ---------------
State or other jurisdiction of                             I.R.S. Employer
incorporation or organization                              Identification

1099 18th Street, Suite 3000 DENVER,COLORADO               80202          
--------------------------------------------               ---------------
Address of principal executive offices                     Zip Code

Registrant's telephone number, including area code:        303-672-0700
                                                           ---------------

Securities registered pursuant to Section 12(b) of the Act:  None

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

    Common Stock,  par value $.001 per share
    Warrants  to purchase common stock

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 is not 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.  [  ].


State issuer's revenue for its most recent fiscal year.  $3,281,579

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The aggregate market value of the voting stock held by non-affiliates of the 
registrant on March 15, 1997, based upon the closing price of the Common 
Stock on the NASDAQ SmallCap Market for such date, was approximately 
$5,445,000.

The number of outstanding shares of the registrant's Common Stock as of March 
15, 1997, was approximately 4,648,565 shares.

                         DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement to be filed with the Securities 
and Exchange Commission on or prior to April 30, 1997 and to be used in 
connection with the Annual Meeting of Shareholders expected to be held in the 
latter part of June, 1997 are incorporated by reference in Part III of this 
Form 10-KSB. Only portions of the Proxy Statement which are specifically 
incorporated by reference are deemed filed as part of this Annual Report on 
Form 10-KSB. 

Transitional Small Business Disclosure Format (Check one):  Yes      No  X    
                                                               -----   -----

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ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

a)  EXHIBITS


(a)  Exhibits required by Item 601 of Regulation S-B
    
  Exhibit 
  Number   Description of Exhibits

         3.1 Certificate of Incorporation *
         3.2 Bylaws of Rocky Mountain Internet, Inc. *    
         4.1 Form of Warrant Agreement dated September 5,1996 between Rocky
             Mountain Internet, Inc. and American Securities Transfer, Inc.  *
         4.2 Form of Subordinated Convertible Promissory Note *
         4.3 Form of Lock-Up Agreement for Shareholders *
         4.4 Form of Lock-Up Agreement for Preferred Stockholders *
         4.5 Form of Lock-Up Agreement for Debenture Holders *
         4.6 Form of Stock Certificate *
         4.7 Form of Warrant Certificate *
        10.1 Agreement of Lease between Denver-Stellar Associates Limited
             Partnership, Landlord and Rocky Mountain Internet, Inc., Tenant **
        10.2 Asset Purchase Agreement - Acquisition of Compunerd, Inc. **
        10.3 Confirmation of $2.0 million lease line of credit **
        10.4 Agreement between MCI and Rocky Mountain Internet, Inc.
             governing the provision of professional information system
             development services for the design and development of the MCI 
             internal Intranet project referred to as Electronic Advice. **
        10.5 Sublease Agreement- 2/26/97 - 1800 Glenarm, Denver, Colorado  
        10.6 Acquisition of The Information Exchange
             Asset purchase of On-Line Network Enterprises
        10.8 1996 Incentive Compensation Plan - Annual Bonus Incentive 
        10.9 1997 Incentive Compensation Plan - Annual Bonus Incentive 
        16.1 Letter re: change in certifying accountant  *** 

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        23.1 Consent of McGladrey & Pullen, LLP 
        23.2 Consent of Baird Kurtz & Dobson
        27.1 Financial Data Schedule


    *    Incorporated by reference from the Company's registration statement on
         Form SB-2 filed with the Commission on August 30, 1996, registration
         number 333-05040C.
    **   Incorporated by reference from the Company's Form 10-QSB filing dated
         11/14/96.
    ***  Incorporated by reference to the Company's Form 8-K filing dated
         1/28/97.

(b) Reports on 8-K.  State whether any reports on Form 8-K were filed during the
last quarter of the period covered by this report, listing the items reported,
any financial statements filed and the dates of such reports.

    Item 4. Changes in Registrant's Certifying Accountant - filed January 21,
    1997


    Item 5.  Other Events -  Correction to Earnings per Share report - filed
    March 21, 1997.

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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.

Rocky Mountain Internet, Inc.
Registrant

April 18, 1997          By:   /s/ D. Kirk Roberts
                        -------------------------
                        Chief Financial Officer

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