SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 10-QSB/A-1


(X)  Quarterly  report  pursuant  to  Section  13 or 15 (d)  of  the  Securities
     Exchange Act of 1934.

     For the quarterly period ended January 31, 1997 or

( )  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 Registrant 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) (Zip Code)

(516) 694-7060
(Registrant's telephone number, including area code)

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 ___

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

Common Stock, Par Value $.0001                             9,376,325
   (Title of Each Class)                         (Outstanding at March 14, 1997)

Transitional Small Business Disclosure Format (check one) : Yes ___    No _X_


<PAGE>



Part I - Financial Information


Item 1.  Financial Statements

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                    UNAUDITED

                                     ASSETS

<TABLE>
<CAPTION>
                                                            January 31,    April 30,
                                                                1997          1996
                                                            -----------   -----------

CURRENT ASSETS

<S>                                                         <C>           <C>        
   Cash                                                     $   742,552   $   282,933
   Contracts receivable, net of allowance for
       doubtful contracts of $195,000 at
        January 31, 1997 and April 30, 1996                   2,608,736     2,043,740
   Current portion of note receivable                            15,000          --
   Inventories and prepaid supplies                             470,065       265,065
   Prepaid expenses                                             165,026          --
   Deferred income taxes                                        340,000       680,000
   Other current assets                                         209,952       148,557
                                                            -----------   -----------


         Total Current Assets                                 4,551,331     3,420,295
                                                            -----------   -----------

PROPERTY AND EQUIPMENT, net of
   accumulated depreciation and amortization                  3,586,941     3,143,477
                                                            -----------   -----------


OTHER ASSETS

   Note Receivable                                              250,000          --
   Investment in non-marketable securities, net of
     valuation allowance of $3,936,000 and $5,993,841
     at January 31, 1997 and April 30, 1996, respectively       100,000       628,000
   Goodwill, net of accumulated amortization                     27,596        30,590
   Deferred acquisition costs, net of
      accumulated amortization                                   95,225       100,580
   Deferred income taxes                                      2,244,000     1,904,000
   Other assets                                                  61,362        62,447
                                                            -----------   -----------


         Total Other Assets                                   2,778,183     2,725,617
                                                            -----------   -----------


   TOTAL ASSETS                                             $10,916,455   $ 9,289,389
                                                            ===========   ===========
</TABLE>


                                   (Continued)

                                        1


<PAGE>

           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



                                    UNAUDITED


                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                              January 31,       April 30,
                                                 1997             1996
                                             ------------    ------------


CURRENT LIABILITIES

<S>                                          <C>             <C>         
   Current portion of long-term debt         $    373,052    $    260,952
   Accounts payable and accrued expenses        1,411,771       1,335,287
   Note payable                                   100,000            --
   Deposit                                           --           150,000
   Income taxes payable                            34,603          59,080
   Other current liabilities                      275,760         228,591
                                             ------------    ------------

         Total Current Liabilities              2,195,186       2,033,910

OTHER LIABILITIES

   Long-term debt, net of current portion         558,981         382,324
                                             ------------    ------------

         Total Liabilities                      2,754,167       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,
     9,151,488 issued less 20,000
      treasury shares                                 915             617
   Additional paid-in capital                  26,087,449      24,727,377
   Treasury stock                                 (10,000)        (58,000)
   Stock subscription receivable                     --           (46,988)
   Deficit                                    (17,916,076)    (17,749,851)
                                             ------------    ------------

         Total Stockholders' Equity             8,162,288       6,873,155
                                             ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 10,916,455    $  9,289,389
                                             ============    ============
</TABLE>


           See Accompanying Notes to Consolidated Financial Statements

                                        2


<PAGE>



           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME


                                    UNAUDITED


                                                         NINE MONTHS ENDED
                                                  ------------------------------

                                                   January 31,      January 31,
                                                       1997             1996
                                                  ------------    -------------


   Revenues                                       $ 12,391,205    $  7,993,072

   Cost of revenues                                  8,479,515       4,912,644
                                                  ------------    -------------

         Gross profit                                3,911,690       3,080,428

   Selling, general and administrative expenses      3,154,558       3,226,675
   Management Restructuring Costs                    1,343,000            --
                                                  ------------    -------------


   (Loss) from operations before
     other income (expense)                           (585,868)       (146,247)
                                                  ------------    -------------

   Other income (expense):

     Settlement of legal claims, net                   246,654         (17,500)
     Income from joint venture                            --            22,512
     Gain on sale of marketable security                  --            63,999
     Gain on sale of assets, net                       221,710            --
     Realized gain on sale of building                    --           188,624
     Interest expense                                  (50,699)           --
     Interest and dividend income                        1,978          76,608
                                                  ------------    -------------

         Total other income (expense)                  419,643         334,243
                                                  ------------    -------------

         Income(loss)  before income taxes            (166,225)        187,996

   Provision for income taxes                             --            39,600
                                                  ------------    -------------

         Net income(loss)                         $   (166,225)   $    148,396
                                                  ============    =============

   Earnings(loss) per common share                $       (.02)   $        .02
                                                  ============    =============

   Weighted average number of
     common shares outstanding                       9,125,444       7,537,387
                                                  ============    =============


          See Accompanying Notes to Consolidated Financial Statements

                                       3




<PAGE>



           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME


                                    UNAUDITED


                                                         THREE MONTHS ENDED


                                                     January 31,    January 31,
                                                        1997           1996
                                                    ------------    -----------

Revenues                                            $ 4,136,481     $ 1,621,411

Cost of revenues                                      2,912,747       1,019,425
                                                    -----------     -----------

      Gross profit                                    1,223,734         601,986

Selling, general and administrative expenses          1,021,627       1,145,485
Management restructuring costs                          150,000            --
                                                    -----------     -----------

Income(loss) from operations before
   other income(expense)                                 52,107        (543,499)
                                                    -----------     -----------

Other income (expense):

  Interest Expense                                      (21,568)           --
  Interest and dividend income                              430          36,876
                                                    -----------     -----------

      Total other income (expense)                      (21,138)         36,876
                                                    -----------     -----------

      Income (loss) before income taxes                  30,969        (506,623)

Provision (credit) for income taxes                        --          (112,200)
                                                    -----------     -----------

      Net income (loss)                             $    30,969     $  (394,423)
                                                    ===========     ===========

Earnings per common share                           $       .00     $      (.05)
                                                    ===========     ===========

Weighted average number of
  common shares outstanding                           9,727,371       8,723,971
                                                    ===========     ===========



           See Accompanying Notes to Consolidated Financial Statements

                                        4


<PAGE>




           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   FOR THE NINE MONTHS ENDED JANUARY 31, 1997
                                    UNAUDITED


<TABLE>
<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                           2,600,000     260      1,084,165                                               1,084,425

  Issuance of common
     stock for services                      309,122      31        240,914                                                 240,945

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

Return of common stock as
   part of legal settlement                  (20,000)                           (10,000)                                    (10,000)

 Collection of stock subscription
    receivable                                                                                46,988                         46,988

 Issuance of common stock for
    partial payment of management
    restructuring costs                       75,000      7          34,993                                                  35,000

 Net (Loss)                                                                                                  (166,225)     (166,225)
                                          ----------    ----    -----------    --------     ----------   ------------    ----------
Balance - January  31, 1997                9,131,488    $915    $26,087,449    $(10,000)    $   --       $(17,916,076)   $8,162,288
                                          ==========    ====    ===========    =========    ==========   ============    ==========
</TABLE>







           See Accompanying Notes to Consolidated Financial Statements


                                        5


<PAGE>



           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED


                                                              UNAUDITED

                                                       January 31,   January 31,
                                                          1997           1996
                                                       ---------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income(loss)                                    $(166,225)   $   148,396
   Adjustments to reconcile net income to net cash
   flows from operating activities:
     Deferred income taxes                                  --           39,600
     Depreciation and amortization                       429,125        230,838
     Gain on sale of building                               --         (188,624)
     Issuance of common stock for services               240,945        108,500
     Transfer of investment as partial consideration
        for termination agreement                        528,000           --
     Income from joint venture                              --          (22,512)
     Management restructuring costs                      251,000           --
     Gain on sale of assets, net                        (221,710)          --
     Settlement of legal claims, net                    (255,000)          --
   Changes in operating assets and liabilities:
     Accounts receivable                                (564,996)      (751,117)
     Inventories and prepaid supplies                   (205,000)      (250,000)
     Prepaid expenses                                   (165,026)          --
     Other current assets                                (61,395)       (51,845)
     Other assets                                          1,085        (44,928)
     Accounts payable and accrued expenses                76,484        174,108
     Current Income taxes                                (24,477)          --
     Other current liabilities                            47,169         16,078
                                                       ---------    -----------


NET CASH FLOWS FROM OPERATING ACTIVITIES                 (90,021)      (591,497)
                                                       ---------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Payment for investment in subsidiary                     --          (10,000)
   Reserve for contingencies                                --         (367,309)
   Investment in joint venture                            57,815
   Deposits advanced                                        --          397,943
   Note receivable, net of current receipts             (265,000)        50,000
   Proceeds from the sale of assets                      221,710           --
   Acquisition of fixed assets                          (777,240)    (2,237,169)
   Deferred acquisition costs, net                          --         (102,025)
   Investment in non-marketable security                    --          (88,000)
                                                       ---------    -----------

NET CASH FLOWS FROM INVESTING ACTIVITIES                (820,530)    (2,298,745)
                                                       ---------    -----------









                                   (Continued)

                                        6


<PAGE>



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

<TABLE>
<CAPTION>


                                                                     UNAUDITED

                                                             January 31,   January 31,
                                                                1997          1996
                                                            -----------    -----------
<S>                                                            <C>            <C>      
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from note payable                                   100,000           --
   Proceeds from long-term debt                                 566,419           --
   Principal payments of long-term debt                        (277,662)      (100,016)
   Payment of note payable                                         --          (75,000)
   Proceeds from issuance of common stock, net
      of advance deposits                                       934,425      3,024,905
   Stock subscription receivable                                 46,988           --
                                                            -----------    -----------

NET CASH FLOWS FROM FINANCING ACTIVITIES                      1,370,170      2,849,889
                                                            -----------    -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                         459,619        (40,353)

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

CASH AND EQUIVALENTS-ENDING                                 $   742,522    $   607,670
                                                            ===========    ===========


NON-CASH INVESTING AND 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 261,111 and 297,333 common shares,
   respectively, in exchange for services rendered          $   240,945    $   108,500
                                                            ===========    ===========

Transfer of non-marketable security as partial
    consideration for termination agreement                 $   528,000    $      --
                                                            ===========    ===========

Note receivable and return of common stock accepted
   as partial consideration in settlement of a
   legal claim                                              $   285,000    $      --
                                                            ===========    ===========

Issuance of long-term debt in connection with the partial
   settlement of a legal claim and separate consulting
   agreement                                                $    30,000    $      --
                                                            ===========    ===========

SUPPLEMENTAL INFORMATION

 Interest Paid                                              $    50,699    $    31,878
                                                            ===========    ===========

 Taxes Paid                                                 $       346    $       224
                                                            ===========    ===========
</TABLE>


           See Accompanying Notes to Consolidated Financial Statements

                                        7


<PAGE>




           COMPREHENSIVE ENVIRONMENTAL SYSTEMS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE QUARTER ENDED JANUARY 31, 1997
                                   UNAUDITED



(1)      Consolidated Financial Statements

         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-K 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-K for the most
         recent fiscal year.


(2)      Subsequent Event

         On February 24, 1997, the Company acquired North Atlantic Laboratories,
         Inc.  ("NAL")  in  a  merger  transaction  for  restricted  convertible
         preferred  stock  and  cash  totaling   approximately   $1,300,000  and
         $200,000,  respectively.  The  transaction  will be accounted  for as a
         purchase and, as such, will include the financial condition and results
         of operations of NAL in the Company's consolidated financial statements
         from the date of acquisition.

         NAL provides certified environmental  training,  laboratory testing and
         consulting  services  to its  customer  base  throughout  the New  York
         Metropolitan area.



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


RESULTS OF OPERATIONS

Results  from  operations  for the nine months  showed  revenues and net loss of
$12,391,000  and  $166,000  versus  revenues  of  $7,993,000  and net  income of
$148,000  for the same period last year.  The results for the three months ended
January 31, 1997 showed  revenues of $4,136,000 and net income of $31,000 versus
revenues of $1,621,000 and a net loss of $394,000 for the  comparable  period in
fiscal  1996.  Revenues  for the nine and three  months ended  January  31, 1996
increased by $4,398,000,  or 55%, and $2,515,000,  or 155%,  respectively,  when
compared to the same periods in fiscal 1996.  The growth in revenues is a direct
result of the Company's continued expansion of environmental services as well as
the  customer  base to which it  provides  such  services.  The nine  month loss
results  from  non-recurring  charges  for  management  restructuring  costs  of
$1,343,000.

The cost of revenues  increased  $3,567,000,  or 73%, from the first nine months
last year but,  as a  percentage  of  revenues,  increased  from 61% to 68% when
comparing  the first  nine  months of last year to this  year.  The three  month
period ended January 31,1997 showed costs of revenues  increasing by $1,894,000,
or 186%,  from the same period last year. As a percentage  of revenues,  cost of
revenues  increased  from 63% to 70% for the quarter ended last year compared to
this year.

Gross profit  increased  $831,000,  or 27%, from the first nine months of fiscal
1996 to 1997.  As a percentage  of revenues,  the gross profit  decreased to 32%
compared to 39% for the first nine months of fiscal  1996.  For the three months
ended January 31, 1997 gross profit increased  $622,000,  or 103%, from the same
period last year. Gross profit decreased, as a percentage of revenues, decreased
from 37% to 30% when  comparing  the quarter  ended last year to this year.  The
decrease in gross  profit  percentage  results  from a change in the mix of work
compared to last year as well as certain larger  contracts that normally carry a
slightly lower gross profit margin.

                                        8


<PAGE>



Selling,  general and administrative expenses decreased slightly by $72,000 from
the first nine  months of last year  compared  to the first nine  months of this
year. As a percentage of revenues, these expenses were approximately 40% and 25%
for the nine  months  ended  January 31,  1996 and 1997,  respectively.  For the
quarter ended January 31, 1997,  selling,  general and  administrative  expenses
decreased  $123,000  compared to the same period last year.  These expenses were
approximately  37% and 24% of revenues for the three  months  ended  January 31,
1996 and 1997, respectively.  This decrease is the direct result of management's
continuing  efforts  to  streamline  overhead  and  build a more  efficient  and
profitable operation.


Management  restructuring  costs for the nine  months  ended  January  31,  1997
includes  non-recurring  charges for the  termination  agreements  of the former
Chief  Operating  Officer ("COO),  Chief  Executive  Officer ("CEO") and Special
Securities  Counsel to the Company  ("SCC") for $792,000,  $216,000 and $35,000,
respectively.  In  addition,   non-recurring  legal  and  professional  fees  of
approximately $300,000 have resulted from matters related to NASDAQ, the SEC and
federal  government  issues  subsequent to the  indictment of the former COO and
SSC.  Management  believes these costs should become  significantly  less in the
future.



LIQUIDITY AND CAPITAL RESOURCES

Working  capital at January 31, 1997 including  cash, was $2,356,000 an increase
of $970,000 or 70% from April 30, 1996. Cash and accounts  receivable  increased
by $460,000 and  $565,000,  respectively  from April 30, 1996. As of January 31,
1997, the current ratio was 2:07:1. This represents a substantial improvement in
liquidity from April 30, 1996 where such ratio was 1:68:1.  However,  management
is  actively  seeking 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.  In this regard,  management will be seeking new sources of
permanent capital through domestic private  placements of equity and convertible
debt as well as establishing a working capital credit facility with a local bank
to finance accounts receivable to enhance cash flow and business growth.


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings


Pending Litigation

In November,  1994,  the Company  commenced an action in New York State  Supreme
Court to recover $250,000 previously advanced to Mohave Shores Development, Inc.
("Mohave"). Management intends to continue aggressively pursuing this matter.

In a civil action which was 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 various  shareholders  from Seattle,  Washington who had
purchased  shares  through  the  same  broker.   The  lawsuit  contains  various
allegations  asserting  misrepresentations  to the broker and  non-disclosure in
public filings of various Reg-S and S-8 stock issuances made by the Company from
August  through  October  1994.  The officers and  directors  named in the civil
action were Messrs. Mangan (Chief Operating Officer), Varsi (President),  Lehrer
(Chairman & CEO), Mazzella (Director) and O'Reilly (Director). Management denies
any  wrongdoing,  asserts  that the  complaint  is without  merit and intends to
vigorously defend these claims. The Company settled this lawsuit in May 1997 for
approximately  $120,000,  net of insurance  proceeds,  with monthly  payments of
$6,250.


Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

                                        9



<PAGE>



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:
                      27 - Financial Data Schedule

         (b)      Reports on Form 8-K: None









                                   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:   July 14, 1997


                    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













                                       10