SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1
                                   FORM 10-Q/A

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

For the quarterly period ended June 30, 1997


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


Commission File Number 0-22970


                           NETWORK IMAGING CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                    54-1590649
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                 500 Huntmar Park Drive, Herndon, Virginia 20170
                    (Address of principal executive offices)


                                 (703) 478-2260
                           (Issuer's telephone number)


         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 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] [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of outstanding shares of the issuer's Common Stock, $.0001 par value,
as of July 30, 1997 was 25,465,320.


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PART II. OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

(a)        Exhibits

           3.11  Amended and Restated Bylaws of  the Company as of May 17, 1996.

           3.12  Certificate  of Designation  of Series K Convertible  Preferred
           Stock of the Company filed in Delaware on July 28, 1997. *

           10.22  Eight Percent (8%) Convertible Note  between  Network  Imaging
           Corporation and Wood Gundy in trust for RRSP 550 98866 19 and Gundyco
           in  trust  for RRSP 550 99119 12  as  of  July  9, 1997  and attached
           Schedule. *

           10.23  Securities Purchase Agreement between  Network Imaging Corpor-
           ation and Capital Ventures International  and Zanett Lombardier, Ltd.
           as of July 28, 1997. *

           10.24  Registration Rights Agreement between  Network Imaging Corpor-
           ation and Capital Ventures International and Zanett Lombardier,  Ltd.
           as of July 28, 1997. *

           10.25  Warrant to purchase 20,000 shares  of  Common  Stock issued to
           Wood Gundy in trust for RRSP 550 98866 19 dated July 9, 1997. *

           10.26  Warrant to  purchase  16,000  shares of Common Stock issued to
           Gundyco in trust for RRSP 550 99119 12 dated July 9, 1997. *

           10.27  Warrant to purchase  112,500  shares of Common Stock issued to
           Capital Ventures International dated July 28, 1997. *

           10.28  Warrant to purchase  135,000  shares of Common Stock issued to
           Zanett Lombardier, Ltd. dated July 28, 1997. *

           10.29  Warrant to purchase 162,462 shares  of  Common Stock issued to
           the Zanett Securities Corporation dated July 28, 1997. *

           10.30  Placement Agency Agreement  dated July 2, 1997 between Network
           Imaging Corporation and The Zanett Securities Corporation. *

           10.31  Security  Agreement  dated  as  of  December 31, 1996  between
           Network  Imaging  Corporation and Fred Kassner. *

           10.32  Amendment  No. 1 to Loan  Agreement  dated as of June 8,  1997
           between Network Imaging Corporation and Fred Kassner. *

           10.33  Amendment No. 1 to Security Agreement dated as of June 8, 1997
           between Network Imaging Corporation and Fred Kassner. *

           27.  Financial data schedule. *

* Filed Previously


(b)                Reports on Form 8-K

                   None

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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant has duly caused this Amendment No. 1 to this report to be signed
on its behalf by the undersigned hereunto duly authorized.


                                      NETWORK IMAGING CORPORATION
                                              (Registrant)


Date: September 11, 1997                  By /s/ James Leto
                                             --------------
                                          James J. Leto
                                          President and Chief Executive Officer


Date: September 11, 1997                  By /s/ Jorge R. Forgues
                                             --------------------
                                          Jorge R. Forgues
                                          Senior Vice President of Finance and
                                          Administration, Chief Financial
                                          Officer and Treasurer