SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                       AMENDMENT TO APPLICATION OR REPORT
                  Filed pursuant to Section 12, 13 or 15(d) of
                       THE SECURITIES EXCHANGE ACT OF 1934

                       THE ST. LAWRENCE SEAWAY CORPORATION
               (Exact name of registrant as specified in charter)

                                 AMENDMENT NO. 1

                The undersigned  registrant  hereby amends the following  items,
financial  statements,  exhibits or other  portions of its Annual Report on Form
10-K for the  Fiscal  Year  ended  March  31,  1997,  as set  forth in the pages
attached hereto:

Item 10:
                Directors and Executive Officers of the Registrant

Item 11:
                Executive Compensation

Item 12:
                Security Ownership of Certain Beneficial Owners and

Item 13:
                Certain Relationships and Related Transactions

                Pursuant to the  requirements of the Securities  Exchange Act of
1934,  the  registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                              THE ST. LAWRENCE SEAWAY
                                              CORPORATION
                                               (Registrant)


Dated:  July 25, 1997                         By:  /s/ Daniel L. Nir
                                                 -------------------
                                                  Daniel L. Nir
                                                  Treasurer
                                                  (Principal Financial Officer)









                The text of  Items  10,  11,  12 and 13  comprising  Part III of
Registrant's  Annual Report on Form 10-K, as amended,  for the fiscal year ended
March 31, 1997,  which presently  consists of an  incorporation  by reference to
registrant's  definitive  proxy  statement,  is  hereby  amended  to  substitute
therefor the full text of such Items as set forth in the pages attached hereto.




                                        2






                         AMENDED ITEMS 10, 11, 12 AND 13
                                     OF THE
                          ANNUAL REPORT ON FORM 10-K OF
               THE ST. LAWRENCE SEAWAY CORPORATION (the "Company")
                    FOR ITS FISCAL YEAR ENDED MARCH 31, 1997


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth in the following  table are the names and ages of all persons who were
members  of the  Board of  Directors  of the  Company  at March  31,  1997,  all
positions  and offices with the Company  held by such  persons,  their  business
experience,  the period during which they have served as members of the board of
directors and other directorships held by them.

<TABLE>
<CAPTION>
                                                           Business
                                                           Experience
Directors/Position                         Director        During Last                      Other
In Company                  Age            Since           Five Years                       Directorships
----------                  ---            -----           ----------                       -------------

<S>                         <C>           <C>              <C>                             <C>                                     
Jack C. Brown               78            1959             Attorney at Law                  None
Secretary                                                  Indianapolis,
                                                           Indiana
                                                           since 1945

Joel M. Greenblatt          39            1993             Managing Partner                 Director since August
                                                           of Gotham                        1994 of Alliant
                                                           Capital III L.P                  Techsystems, Inc., a
                                                           ("Gotham") and its               Delaware corporation
                                                           predecessors since 1985          which supplies
                                                           Gotham is a private              weapons systems
                                                           investment partnership           to the military and
                                                           which owns securities,           its allies.
                                                           equity interests, distressed
                                                           debt, trade claims and
                                                           bonds, derivatives, and
                                                           options and warrants of
                                                           issuers engaged in a variety
                                                           of businesses.

</TABLE>


                                        3






<TABLE>
<CAPTION>

                                                        Business
                                                        Experience
Directors/Position                    Director          During Last              Other
In Company                 Age        Since             Five Years               Directorships
----------                 ---        -----             ----------               -------------

<S>                        <C>       <C>                <C>                          <C>                                           
Daniel L. Nir              36        1993               Managing Partner             Director since August
President and                                           of Gotham since 1991         1994 of Alliant
Treasurer                                               and general partner of       Techsystems, Inc., a
                                                        Gotham prior thereto.        Delaware corporation
                                                                                     which supplies weapons
                                                                                     systems to the United
                                                                                     States military and
                                                                                     its allies.

Edward B. Grier           39         1993               Vice President of            None
                                                        Gotham since 1991
                                                        and a limited partner
                                                        of Gotham since January
                                                        1, 1995.  Mr. Grier was
                                                        vice president of Smith
                                                        New Court, a merger
                                                        and restructuring advisory
                                                        firm from 1990-91, a
                                                        research associate with
                                                        Paine Webber, Inc. from
                                                        1987-90, and a senior
                                                        financial analyst with
                                                        Transworld Corporation
                                                        from 1985-87.
</TABLE>

Directors  of the Company  are  elected by a plurality  of the votes cast at the
Annual  Meeting of  Shareholders.  Each  Director's  current term of office will
expire at the next annual  meeting of  Shareholders  or when a successor is duly
elected and qualified.  Executive  officers of the Company are elected  annually
for a term of office  expiring  at the Board of  Directors  meeting  immediately
following the next  succeeding  Annual Meeting of  Shareholders,  or until their
successors are duly elected and qualified.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based solely on a review of Forms 3 and 4 and amendments  thereto,  furnished to
the  Company  during  the  fiscal  year  ended  March  31,  1997 and Forms 5 and
amendments  thereto  furnished  to the Company  with  respect to the fiscal year
ended March 31, 1997, no director,  officer or beneficial owner of more than 10%
of the  Company's  equity  securities  failed to file on a timely basis  reports
required  by Section  16(a) of the  Exchange  Act during the fiscal  years ended
March 31, 1997 and March 31, 1996.

ITEM 11. EXECUTIVE COMPENSATION

Except as noted below,  neither the Company's  Chief  Executive  Officer nor any
other executive  officers of the Company  (collectively the "Named  Executives")
received salary, bonus or other annual compensation for


                                        4





rendering  services to the Company during the fiscal years ended March 31, 1997,
March 31, 1996 and March 31, 1995.

During the fiscal years ended March 31, 1995 and March 31,  1996,  pursuant to a
Consulting  Agreement dated as of September 30, 1993 between Bernard Zimmerman &
Co.,  Inc.  and the  Windward  Group,  L.L.C.,  a principal  stockholder  of the
Company,  Bernard  Zimmerman & Co. was paid an aggregate  $36,000 for consulting
services provided for the benefit of the Company. All such payments were made by
the Windward Group, L.L.C. No Company funds were used to make such payments, and
no such payments were made during the fiscal year ended March 31, 1997.

During the three fiscal years ended March 31, 1997,  the Company paid to Jack C.
Brown,  Secretary  and a  Director,  a  monthly  fee of $500 for  administrative
services  that he  renders  to the  Company.  Such  fee is on a month  to  month
arrangement.

SUMMARY COMPENSATION TABLE

As permitted by Item 402 of Regulation S-K, the Summary  Compensation  Table has
been intentionally omitted as there was no compensation awarded to, earned by or
paid to the Named  Executives which is required to be reported in such Table for
any fiscal year covered thereby.

OPTION/SAR GRANTS IN FISCAL YEAR ENDED MARCH 31, 1997

No options or Stock  appreciation  rights were  granted in the fiscal year ended
March 31, 1997.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED
  MARCH 31, 1996 AND FISCAL YEAR-END OPTION/SAR VALUES

The Company has a stock option plan  originally  adopted by the  Shareholders on
June 12, 1978,  and revised and approved by the  Shareholders  on June 13, 1983,
September 21, 1987 and August 28, 1992. The following table  summarizes  options
exercised during fiscal year 1997 and presents the value of unexercised  options
held by the  Named  Executives  at  fiscal  year end.  There  are  currently  no
outstanding stock appreciation rights.

<TABLE>
<CAPTION>
                                                           Value of Unexercised
                                                           Number of Unexercised            In-The-Money
                             Shares                        Options/SAR's                    Options/SAR's
                            Acquired           Value       At Fiscal Year-End               At Fiscal Year-End(d)
                           On Exercise        Realized        (#)              (#)             ($)            ($)
Name                         #                  ($)        Exercisable      Unexercisable   Exercisable   Unexercisable
----                     -------------      ------------  -----------      --------------   -----------   -------------

<S>                          <C>                 <C>          <C>                <C>            <C>            <C>
Joel M. Greenblatt           0                   0            0                  0              0              0

Daniel L. Nir                0                   0            0                  0              0              0

Edward B. Grier, III         0                   0            0                  0              0              0

Jack C. Brown                0                   0            15,000             0              45,000         0

</TABLE>



                                        5






LONG-TERM INCENTIVE PLANS - AWARDS IN FISCAL YEAR ENDED MARCH 31, 1997

               Not applicable.

COMPENSATION OF DIRECTORS

The By-laws of the Company  provide for  Directors  to receive a fee of $100 for
each meeting of the Board of Directors which they attend plus  reimbursement for
reasonable travel expense. The Company paid $100 to Jack Brown for attendance at
the annual  meeting of  Stockholders.  No other fees were paid to Directors  for
meetings in fiscal year 1997.

As discussed  above,  during the fiscal year ended March 31,  1997,  the Company
paid  Jack C.  Brown,  Secretary  and a  Director,  a  monthly  fee of $500  for
administrative services that he renders to the Company.

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

The  Board  of  Directors  does  not  have any  standing  audit,  nominating  or
compensation  committees or any other committees  performing  similar functions.
Therefore,  there are no relationships or transactions  involving members of the
Compensation  Committee  during the fiscal year ended March 31, 1997 required to
be reported pursuant to Item 402(j) of Regulation S-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth as of July  25,  1997  the  beneficial  share
ownership of each director and executive officer owning Common Stock, and of all
officers and directors as a group.

<TABLE>
<CAPTION>
                                              Amount and
                                              Nature of
Beneficial                                    Beneficial                                      Percent
Owner                                         Ownership                                       of Class
-----                                         ---------                                       --------

<S>                                             <C>                                           <C>  
Joel M. Greenblatt                              150,000 (1)                                    29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753

Daniel L. Nir                                   150,000 (1)                                    29.5%
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753

Jack C. Brown                                    20,456 (2)                                     4.02%
320 N. Meridian St.
Suite 818
Indianapolis, IN 46204

Edward B. Grier III                                    0                                        *
100 Jericho Quadrangle
Suite 212
Jericho, NY 11753


                                        6




All directors and
 officers as a group                            170,456                                        33.5%
(4 persons)

</TABLE>
---------------------
*Less than 1%

(1)  Includes  100,000 Shares subject to a currently  exercisable  Stock Warrant
     issued to the Windward Group L.L.C. Ownership of Mr. Nir and Mr. Greenblatt
     is indirect as a result of their membership interest in The Windward Group,
     L.L.C. Mr. Nir and Mr. Greenblatt disclaim individual  beneficial ownership
     of any common  stock of the  Company.  The  address of The  Windward  Group
     L.L.C. is 100 Jericho Quadrangle, Suite 212, Jericho, New York 11753.

(2)  Includes  15,000  shares  subject to currently  exercisable  stock  options
     granted on June 11, 1983,  as amended,  and expiring on September 21, 1997,
     with a per share exercise price of $3.00.

No other person or group has reported  that it is the  beneficial  owner of more
than 5% of the outstanding Common Stock of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.






                                        7