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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

                 AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO
           SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996

COMMISSION FILE NUMBER: 1-14234

                          Caribiner International, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                         Delaware                         13-3466655
              -------------------------------          ----------------
              (State or other jurisdiction of          (I.R.S. Employer
              incorporation or organization)         Identification No.)

             16 West 61st Street, New York, NY              10023
           -------------------------------------          -------
         (Address of principal executive offices)         (Zip Code)

       Registrant's telephone number, including area code: (212) 541-5300
                                                           --------------

         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 [ ]

The registrant had 9,644,091 shares of Common Stock (par value $0.01 per share)
outstanding as of February 6, 1997.

The undersigned Registrant hereby amends its Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 1996 as set forth in the pages attached
hereto:



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                          Part II -- Other Information

Item 2. Changes in Securities

a)    Not Applicable

b)    Not Applicable

c)   The Company issued and sold the following unregistered securities during
     the quarterly period ended December 31, 1996:

     1.   In October, 1996, the Company granted to an employee options to
          purchase an aggregate of 56,000 shares (as adjusted for the Company's
          2-for-1 stock split effected on June 20, 1997 (the "Stock Split")) of
          common stock, par value $0.01 per share (the "Common Stock"), at an
          exercise price per share of $22.375 (as adjusted for the Stock Split)
          pursuant to a stock option agreement under the Company's 1996 Stock
          Option Plan. Pursuant to the terms of such option agreement, options
          to purchase 14,000 shares of Common Stock are presently exercisable.
          In addition, pursuant to the terms of such stock option agreement,
          options to purchase the remaining 42,000 shares vest and become
          exercisable one third in October, 1997, one third in October, 1998,
          and one third in October, 1999; provided, however, that options to
          purchase all of such shares vest and become exercisable only upon the
          satisfaction of certain performance criteria.

     2.   In November, 1996, the Company granted to an employee options to
          purchase 10,000 shares (as adjusted for the Stock Split) of Common
          Stock at an exercise price per share of $21.313 (as adjusted for the
          Stock Split) pursuant to a stock option agreement under the Company's
          1996 Stock Option Plan. Pursuant to the terms of such stock option
          agreement, one third of such options vest and become exercisable in
          November, 1997; one third of such options vest and become exercisable
          in November, 1998, and one third of such options vest and become
          exercisable in November, 1999.

     3.   In November, 1996, the Company issued to Bryan D. Langton 994 shares
          (as adjusted for the Stock Split) of Common Stock at a price per share
          of $12.5625 (as adjusted for the Stock Split) pursuant to the
          Company's Non-Employee Directors Stock Plan. Pursuant to such Plan,
          the number of shares of Common Stock issued was determined by dividing
          $12,500 by 12.5625 (as adjusted for the Stock Split) (the average of
          the high and low sales price per share of the Common Stock on the
          anniversary date of Mr. Langton's appointment to the Board (April 11,
          1996)).


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     4.   In December, 1996, the Company issued and sold an aggregate of 30,990
          shares (as adjusted for the Stock Split) of Common Stock to Jonathan

          Rome in connection with the purchase of all of the capital stock of
          Rome Network, Inc.

There were no underwriters employed in connection with any of the transactions
set forth above.

The transactions described above were effected in reliance upon an exemption
from the registration requirements of the Securities Act of 1933, as amended, on
the basis that such transactions did not involve any public offering. The
recipients of securities in each such transaction represented their intentions
to acquire the securities for investment only and not with a view to sell or
offer for sale the securities in connection with any distribution thereof and
appropriate legends were affixed to the securities issued in such transactions.


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                                   SIGNATURES
                                   ----------

Pursuant to the requirements 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.

                                CARIBINER INTERNATIONAL, INC.
                                (Registrant)

Date: October 1, 1997           By:  /s/ Raymond S. Ingleby
                                   -------------------------------------------
                                    Raymond S. Ingleby
                                    Chairman of the Board and
                                    Chief Executive Officer

                                By:  /s/ Arthur F. Dignam
                                   -------------------------------------------
                                    Arthur F. Dignam
                                    Executive Vice President and
                                    Chief Financial and Administrative Officer
                                    (Principal Financial Officer and
                                    Chief Accounting Officer)




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