UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A-1

(Mark One)

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

         For the quarterly period ended July 31, 1996

( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
         SECURITIES EXCHANGE ACT OF 1934.

         For the Transition period from __________ to __________.

                         Commission File Number: 0-17072

                    COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.
        (Exact name of small business issuer as specified in its charter)

       Delaware                                                 11-2844247
(State of other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)

                 72B Cabot Street, West Babylon, New York 11704
                    (Address of principle executive offices)

(Issuer's telephone number) (516) 694-7060

                                       N/A

              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark  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
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 [   ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date.

Common Stock, Par Value $.0001                        9,028,477
(Title of Each Class)          (Outstanding at August 31, 1996)

Transitional Small Business Disclosure Format (check one): Yes [   ]   No  [ X ]


<PAGE>



THE FOLLOWING AMENDS IN ITS ENTIRETY FORM 10-QSB FOR THE QUARTER
ENEDED JULY 31, 1996 AS PREVIOUSLY FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON SEPTEMBER 10, 1996.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (RESTATED)

<TABLE>
<CAPTION>
                                                              UNAUDITED
                                                              ---------

                                                         July 31,     April 30,
                                                         1996          1996
                                                      -----------   -----------
<S>                                                    <C>           <C>        
CURRENT ASSETS

   Cash                                                $   698,290   $   282,933
   Contracts receivable, net of allowance for
      doubtful contracts of $195,000 at
      July 31, 1996 and April 30, 1996                   3,200,170     2,043,740
   Inventories and prepaid supplies                        370,065       265,065
   Deferred income taxes                                   680,000       680,000
   Other current assets                                    237,817       148,557
                                                       -----------   -----------

         Total Current Assets                            5,186,342     3,420,295
                                                       -----------   -----------

PROPERTY AND EQUIPMENT, net of
   accumulated depreciation and amortization             3,182,154     3,143,477
                                                       -----------   -----------

OTHER ASSETS

   Investment in non-marketable securities, net of
      valuation allowance of $5,993,841 at
      July 31, 1996 and April 30, 1996                     628,000       628,000
   Goodwill, net of accumulated amortization                29,592        30,590
   Deferred acquisition costs, net of
      accumulated amortization                              98,795       100,580
   Deferred income taxes                                 1,904,000     1,904,000
   Other assets                                             62,222        62,447
                                                       -----------   -----------

         Total Other Assets                              2,722,609     2,725,617
                                                       -----------   -----------

   TOTAL ASSETS                                        $11,091,105   $ 9,289,389
                                                       ===========   ===========
</TABLE>




                                   (Continued)
                                        1


<PAGE>



           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (RESTATED)

                      
                                                              UNAUDITED
                                                              ---------

                         LIABILITIES AND STOCKHOLDERS' EQUITY

                                                       July 31,       April 30,
                                                         1996           1996
                                                      -----------   -----------
CURRENT LIABILITIES

   Current portion of long-term debt                  $   254,184   $   260,952
   Accounts payable and accrued expenses                1,614,608     1,335,287
   Deposit                                                   --         150,000
   Income taxes payable                                    20,705        59,080
   Payroll taxes payable                                  235,602       228,591
                                                      -----------   -----------

         Total Current Liabilities                      2,125,099     2,033,910

OTHER LIABILITIES

   Long-term debt, net of current portion                 297,957       382,324
                                                      -----------   -----------

         Total Liabilities                              2,423,056     2,416,234
                                                      -----------   -----------

STOCKHOLDERS' EQUITY

   Preferred stock, $.01 par value,
    10,000,000 shares authorized,
     No shares issued or outstanding                         --            --
   Common stock, $.0001 par value,
     50,000,000 shares authorized,
     9,028,477 and 6,167,366 shares
     issued and outstanding, respectively                     903           617
   Additional paid-in capital                          25,961,516    24,727,377
   Treasury stock                                            --         (58,000)
   Stock subscription receivable                             --         (46,988)
   Deficit                                            (17,294,370)  (17,749,851)
                                                      -----------   -----------

         Total Stockholders' Equity                     8,668,049     6,873,155
                                                      -----------   -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $11,091,105   $ 9,289,389
                                                      ===========   ===========







           See Accompanying Notes to Consolidated Financial Statements
                                        2


<PAGE>




           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                      FOR THE THREE MONTHS ENDED (RESTATED)

                                                              UNAUDITED
                                                              ---------
                                                        July 31,      July 31,
                                                         1996           1995
                                                      -----------   -----------
Revenues                                              $ 5,073,402   $ 3,769,748

Cost of revenues                                        3,435,356     2,217,427
                                                      -----------   -----------
      Gross profit                                      1,638,046     1,552,321

Selling, general and administrative expenses            1,167,509     1,476,645
                                                      -----------   -----------
      Income before other income(expense)                 470,537        75,676
                                                      -----------   -----------
Other income (expense):

  Settlement of legal claim                                  --         (17,500)
  Realized gain on sale of building                          --         188,624
  Interest expense                                        (15,895)         --
  Interest income                                             839          --
                                                      -----------   -----------
      Total other income (expense)                        (15,056)      171,124
                                                      -----------   -----------
      Income before income taxes                          455,481       246,800

Income taxes                                                 --            --
                                                      -----------   -----------
      Net income                                      $   455,481   $   246,800
                                                      ===========   ===========

Earnings per common share                             $       .06   $       .07
                                                      ===========   ===========

Weighted average number of
  common shares outstanding                             7,597,922     3,410,825
                                                      ===========   ===========








         See Accompanying Notes to Consolidated Financial Statements
                                        3


<PAGE>


<TABLE>


           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
               FOR THE THREE MONTHS ENDED JULY 31, 1996 (RESTATED)

                                    UNAUDITED
                                    ---------
<CAPTION>
                                                   Common Stock 
                                                 -----------------    Additional                 Stock
                                                  Number of   Par     Paid-in     Treasury   Subscription  Accumulated
                                                  Shares     Value    Capital       Stock      Receivable    Deficit        Total
                                                 ---------   -----  -----------   ---------   ---------   ------------    ----------
<S>                                              <C>         <C>    <C>           <C>         <C>         <C>             <C>       
Balance - April 30, 1996                         6,097,366   $617   $24,727,377   $(58,000)   $(46,988)   $(17,749,851)   $6,873,155

 Private placements of
    common stock                                 2,711,111    271     1,084,154                                            1,084,425

Issuance of common
    stock for services                             150,000     15       149,985                                              150,000

 Issuance of treasury stock
    to settle legal obligations                     70,000                          58,000                                    58,000

 Collection of stock subscription
    receivable                                                                                  46,988                        46,988

 Net Income for the quarter                                                                                    455,481       455,481
                                                 ---------   ----   -----------   ---------   ---------   ------------    ----------
Balance - July 31, 1996                          9,028,477   $903   $25,961,516   $   --      $   --      $(17,294,370)   $8,668,049
                                                 =========   ====   ===========   =========   =========   ============    ==========
</TABLE>




           See Accompanying Notes to Consolidated Financial Statements
                                        4


<PAGE>



           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED (RESTATED)

                                                               UNAUDITED
                                                               ---------
                                                         July 31,     July 31,
                                                          1996          1995
                                                      -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                         $   455,481   $   246,800
   Adjustments to reconcile net income to net cash
   flows from operating activities:
     Depreciation and amortization                        160,300        59,144
     Gain on sale of building                                --        (188,624)
     Issuance of common stock for services                150,000       442,250
   Changes in operating assets and liabilities:
     Accounts receivable                               (1,156,430)     (534,205)
     Inventories and prepaid supplies                    (105,000)     (124,666)
     Note receivable                                         --          50,000
     Other current assets                                 (89,260)     (146,083)
     Other assets                                             225       (59,101)
     Accounts payable and accrued expenses                279,321       715,243
     Current Income taxes                                 (38,375)       45,743
     Other current liabilities                              7,011        31,857
     Deferred income taxes                                   --          42,000
                                                      -----------   -----------
NET CASH FLOWS FROM OPERATING ACTIVITIES                 (336,727)      580,358
                                                      -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Payment for investment in subsidiary                      --         (10,000)
   Reserve for contingencies                                 --        (367,309)
   Deposits advanced                                         --         397,943
   Acquisition of fixed assets                           (196,194)   (1,152,891)
   Deferred acquisition costs                                --        (107,126)
                                                      -----------   -----------

NET CASH FLOWS FROM INVESTING ACTIVITIES                 (196,194)   (1,239,383)
                                                      -----------   -----------








                                   (Continued)
                                        5


<PAGE>





           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)
                           FOR THE THREE MONTHS ENDED

                                                               UNAUDITED
                                                               ---------
                                                         July 31,     July 31,
                                                          1996          1995
                                                      -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Principal payments of long-term debt                   (33,135)      (34,165)
   Payment of note payable                                   --         (75,000)
   Proceeds from issuance of common stock, net
      of advance deposits                                 934,425     1,903,144
   Stock subscription receivable                           46,988      (446,455)
                                                      -----------   -----------
NET CASH FLOWS FROM FINANCING ACTIVITIES                  948,278     1,347,524
                                                      -----------   -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                   415,357       688,499

CASH AND EQUIVALENTS-BEGINNING                            282,933       648,023
                                                      -----------   -----------

CASH AND EQUIVALENTS-ENDING                           $   698,290   $ 1,336,522
                                                      ===========   ===========

NON-CASH FINANCING ACTIVITIES

Issuance of restricted common shares for
the investment in New York Testing Laboratories,
Inc., and Subsidiaries                                $      --     $    67,500
                                                      ===========   ===========

Step-up in basis of property and equipment
resulting from the allocated purchase price
in excess of net assets acquired from New York
Testing Laboratories, Inc. and Subsidiaries           $      --     $   328,681
                                                      ===========   ===========

Issuance of common shares in exchanged for
services rendered                                     $      --     $    48,500
                                                      ===========   ===========

Issuance of treasury shares in settlement of legal
obligations                                           $    58,000   $      --
                                                      ===========   ===========



           See Accompanying Notes to Consolidated Financial Statements
                                        6


<PAGE>




           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE QUARTER ENDED JULY 31, 1996
                                    UNAUDITED

(1)      The consolidated  balance sheet at the end of the preceding fiscal year
         has been derived from the audited  consolidated balance sheet contained
         in the Company's Form 10-KSB and is presented for comparative purposes.
         All other financial statements are unaudited. All unaudited amounts are
         subject to year-end adjustments and audit, but the Company believes all
         adjustments,  consisting  only of  normal  and  recurring  adjustments,
         necessary  to  present  fairly  the  financial  position,   results  of
         operations and changes in cash flows for all interim periods  presented
         have been made. The results of operations  for interim  periods are not
         necessarily indicative of the operating results for the full year.

         Footnote disclosures normally included in financial statements prepared
         in accordance with generally accepted  accounting  principles have been
         omitted in accordance  with the published  rules and regulations of the
         Securities  and  Exchange  Commission.   These  consolidated  financial
         statements should be read in conjunction with the financial  statements
         and notes thereto  included in the  Company's  Form 10-KSB for the most
         recent fiscal year.

(2)      During the quarter  ended July 31,  1996,  the Company  sold and issued
         2,711,111  discounted,  restricted shares of common stock under several
         private placements for gross proceeds of approximately $1,320,000.  Out
         of the proceeds, approximately $148,000 of fees were paid to a director
         of the  Company.  In addition,  the Company  issued  150,000  shares of
         common stock for services rendered during the quarter.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

The following discussion of the fiscal quarters ended July 31, 1996 and 1995, is
being updated as of December 17, 1996 and should be read in conjuction  with the
Consolidated Financial Statements contained herein.

RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

During the second  quarter  of fiscal  1997,  the  Company  determined  that the
accounting  treatment  related to certain  issuances of common stock for various
services  during  fiscal  1996 and 1995 was  improper.  This issue came to light
subsequent to a management  restructing.  As a result,  the Company has restated
the financial statements to properly account for these transactions.  The effect
of these changes on the net income for the fiscal  quarters  ended July 31, 1996
and 1995 are as follows:

                                                             July 31,
                                                     ---------------------------
                                                        1996             1995
                                                     -----------     -----------
Net income, as originally reported                   $   605,481     $   501,030

Net income, as restated                              $   455,481     $   246,800

Income per share, as originally reported             $       .06     $       .08

Income per share, as restated                        $       .06     $       .07

These  changes were  principally  related to  investment  service fees and other
costs  incurred  by the Company  which  should  have been  expensed  rather than
recorded as a reduction to Additional  Paid-in  Capital.  The restatement had no
effect on the total shares outstanding or Total Stockholders'  Equity as of July
31, 1996. The cummulative  effect of these changes results in an increase of the
Company's  Deficit of approximately  $6,100,000 and $150,000 and a corresponding
increase of Additional Paid-in Capital for such amounts as of April 30, 1996 and
July 31, 1996, respectively.

                                        7


<PAGE>



RESULTS OF OPERATIONS

Revenues for the first  quarter of fiscal 1997 were  $5,073,000,  an increase of
$1,303,000, or 34%, from the same period last year.

For  the  current  quarter,  cost of  revenues  increased  by 54% to  $3,435,000
compared to the first quarter of fiscal 1996. As a percentage of revenues,  such
costs  were  68%  and 59% for  the  first  quarter  of  fiscal  1997  and  1996,
respectively.

Gross profits as a percentage  of revenues  decreased to 32% compared to 41% for
the first  quarter of fiscal 1996.  This decrease was related to the mix of work
as well as increases in the size of certain  contracts  which  normally  carry a
slightly lower gross profit percentage.

Income  from  core  operations  was  $470,000  for this  current  quarter.  This
represents  an increase of  $394,000,  or 518%,  from the first  quarter of last
year.  Net income  increased  from 1996 to 1997  primarily due to a reduction in
selling general and administrative expenses.

Selling,  general and  administrative  expenses  decreased by $309,000  from the
first quarter of last year to the first quarter of this year. As a percentage of
revenues,  such expenses  decreased  from 39% to 23% for the quarters ended July
31, 1995 and 1996,  respectively.  This percentage decrease is the direct result
of  non-recurring  expenses  incurred  in the prior year,  streamlining  current
operations   and  setting  an  overhead   structure  to  accommodate  an  annual
consolidated revenue base of between $15 and $20 million.

A provision for taxes was not required for the current  fiscal  quarter  because
sufficient  reserves  exist against the deferred tax assets  recognized in prior
periods to off-set such provision. Management believes that the reversal of such
reserves is  appropriate in light of the current growth in revenues and earnings
from core operations.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at July 31, 1996 was  approximately  $3,061,000,  an increase of
$1,675,000,  or 120%, from April 30, 1996. Cash also increased by $415,000 since
April 30, 1996. As of July 31, 1996 the Company's  current ratio and quick ratio
was 2.44:1 and 2.01:1,  respectively.  This represents a substantial improvement
in  liquidity  from April 30,  1996 where such  ratios  were  1.68:1 and 1.27:1,
respectively.

It is managements continued goal to maintain low levels of long-term debt and to
finance  equipment  acquisition  only when  appropriate.  Total debt compared to
total equity  improved  from April 30, 1996 to July 31,  1996.  Such ratios were
 .35:1 and .28:1,  respectively.  As a result, the current debt/capital structure
can now  accommodate  a working  capital  credit  facility  to finance  accounts
receivable that will enhance cash flow and business growth.

The Company  believes that the current  levels of working  capital and liquidity
will not be sufficient to support the continued increase in its revenue base and
scope of operations.  As such, management will be seeking new sources of capital
as well as establishing a credit facility in order to meet its goals.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Pending Litigation

The Company  commenced an arbitration  action in August 1995 in connection  with
the Spartan  Dismantling  Corp.  joint operating  agreement.  The action alleges
breach of contract,  fiduciary  responsibility  and other claims. The Company is
seeking to recover its net advances  and  accumulated  profits of  approximately
$2,800,000.  Management intends to continue aggressively pursuing this action to
the fullest extent.

In an action that commenced in August 1995 in United States District Court,  the
Company,  various  current and prior officers and directors have been named in a
lawsuit with certain  shareholders which contains various allegations  asserting
misrepresentations  and  non-disclosure  of certain stock  issuances made by the
company during fiscal 1995.  Management denies any wrongdoing,  asserts that the
complaint is without merit and intends to continue  vigorously  defending  these
claims and, assert counterclaims.

                                        8


<PAGE>


Other Proceeding

In January  1996,  the Company's  wholly-owned  subsidiary,  Laboratory  Testing
Services,  Inc. ("LTS") filed a Chapter 11 petition in United States  Bankruptcy
Court in the Eastern District of New York.  Simultaneously to which,  operations
of LTS were  discontinued  and efforts focused on liquidating  assets to satisfy
outstanding corporate  obligations.  This proceeding is expected to be finalized
during  fiscal  1997.   Company  management  does  not  expect  any  significant
impairment  of  capital  to the  extent  that  settled  obligations  exceed  the
liquidated assets of LTS.

Item 2.   Changes in Securities

          None

Item 3.   Defaults Upon Senior Securities

          None

Item 4.   Submission of Matters to a Vote of Security Holders

          None

Item 5.   Other Information

          None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits: None

          (b)  Reports on Form 8-K

          No reports on Form 8-K have been filed  during the  quarter  for which
          this report is filed.

                                                           SIGNATURES

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated:   December 17, 1996

                              COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC.

                              By: /s/ MICHAEL O'REILLY
                                   ---------------------------------------
                                   MICHAEL O'REILLY, Chairman and
                                   Chief Executive Officer

                              By:  /s/ DAVID R. BEHANNA
                                   ---------------------------------------
                                   DAVID R. BEHANNA, CPA,
                                   Chief Financial Officer

                                        9