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                                   FORM 10-KSB/A-1
                                           
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549
                                           
                                           
[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934

For the Annual period ended June 30, 1996 

[   ] Transition report under Section 13 or 15(d) of the Exchange Act
For the Transition period from ________ to _______ 

Commission File Number     0-18707

                            SPECIALTY RETAIL GROUP,  INC.
          (Exact Name of Small Business Issuer as specified in its charter)    
                                           
              Florida                                 59-2824411
    -------------------------------------------------------------------------
    (State or other jurisdiction             (IRS Employer Identification No.)
     Of incorporation or organization)

         1720 Post Road East, Suite 112,  Westport,  Connecticut  06880
                            (Address of principal offices)
                                           
                                    (203) 256-4380
                             (Issuer's telephone number)
                                           
                                Securities registered 
                        pursuant to Section 12(b) of the act:
                                            
                                         None

                                           
                                Securities registered 
                        pursuant to Section 12(g) of the act:
                                           
                            Common stock, par value $ .001
                                           

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes  X   No___


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Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of the Issuer's knowledge, in definitive proxy or other information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB  [X]

    The Issuer's revenues for the year ended June 30, 1996 were $7,126,444.

    The aggregate market value of the Issuer's common stock held by
non-affiliates of the Issuer  (assuming for this purpose that all officers, 
directors and holders of more than 10% of the Company's outstanding voting stock
are affiliates),  computed by reference to the average bid and asked prices of
such stock as of September 24,  1996,  was $2,088,089. 


    As of September 24,  1996  there were 9,538,071  shares of common stock
outstanding,  including 213,333 shares held by an escrow agent.

    Transitional Small Business Disclosure Format (check one:) Yes____ No  X  

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                                      SIGNATURES
                                           
    In accordance with the requirements of the Securities Exchange Act of 1934, 
as amended,  the registrant caused this Amendment to Report on Form 10-KSB to be
signed on its behalf by the undersigned,  thereunto duly authorized.

Dated:  December 2,  1996         SPECIALTY RETAIL GROUP,  INC.
                   
                                  By: KEVIN R, GREENE       
                                      ----------------------
                                  Chairman of the Board,
                                  Chief Executive and Financial Officer

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                                  INDEX TO EXHIBITS
                                           

Exhibit No.        Description

3.1                Articles of Incorporation (incorporated by reference   
                   to the Company's Current Report in Form 8-K dated July 2,  
                   1991)
3.2                Amended and Restated By-Laws (incorporated by reference 
                   to the Exhibit 3.2 to Form 10-KSB for the year ended July 
                   2,  1995)
10.1               1991 Non-Qualified Stock Option Plan (incorporated by  
                   reference to the Exhibit 10.23 to Form 10-KSB for the year 
                   ended June 30,  1992)
10.2               1994 Stock Option Plan (incorporated by reference to the 
                   Form 10-KSB for the year ended July 2,  1995)
10.3               Agreement of Settlement and Compromise dated August    
                   22,  1996 by and among Peter Sayet,  a selling stockholder 
                   and Registrant
10.4               Registration Rights Agreement dated as of August 22,   
                   1996 by and among Peter Sayet,  a selling stockholder and 
                   Registrant
10.5               Escrow Agreement dated August 22,  1996 by and among   
                   Peter Sayet,  a selling stockholder, Registrant and Escrow 
                   Agent
10.6               Escrow Agreement dated August 22,  1996 by and among   
                   Peter Sayet,  a selling stockholder,  Registrant and the 
                   Escrow Agent
10.7               Employment Agreement dated as of April 1,  1996 between 
                   Building Blocks and Steven E. Glass
10.8               Option Agreement dated April 2,  1996 between Registrant 
                   and Steven E. Glass
10.9               Option Agreement dated October 2,  1995 between        
                   Registrant and Steven E. Glass
10.10              Agreement dated as of July 29,  1996 between Registrant 
                   and Selig A. Zises
10.11              Agreement dated as of June 29,  1995 between Registrant 
                   and ILMA (incorporated by references to Exhibit 2.1 to 
                   Form 8-K dated June 29,  1995)

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10.12              Agreement and Plan of Merger dated June 30,  1995      
                   between Registrant and HVMC (incorporated by reference 
                   to Exhibit 2.2 to Form 8-K dated June 29,  1995)       

10.13              Option Agreement dated March 7,  1994 between          
                   Registrant and Jonathon Heller (incorporated by reference 
                   to Exhibit 10.11 to Form 10-KSB for the year ended July 2,  
                   1995)
10.14              Option Agreement dated March 1,  1995 between          
                   Registrant and Jonathon Heller (incorporated by reference 
                   to Exhibit 10.10 to From 10-KSB for the year ended July 2,  
                   1995)
21                 Subsidiaries of Registrant

23                 Consent of BDO Seidman,  LLP

27                 Financial Data Summary