U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                               FORM 10-KSB/A NO. 1

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                        SECURITIES EXCHANGE ACT OF 1934.

                  For the fiscal year ended December 31, 1996.

                         Commission File Number: 0-25338

                       INTIME SYSTEMS INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)

           DELAWARE                                             65-0480407
-------------------------------                             -------------------
(State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                            Identification No.)


1601 FORUM PLACE, WEST PALM BEACH, FL                             33401
-------------------------------------                           ----------
 (Address of principal executive offices)                       (Zip Code)

Issuer's telephone number: (561) 478-0022

Securities registered under Section 12(b) of the Exchange Act:

TITLE OF EACH CLASS                   NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------                   -----------------------------------------

      None                                             None

Securities registered under Section 12(g) of the Exchange Act:

      Units consisting of 1 share of Class A Common Stock and 1 Class A Warrant
      Class A Common Stock
      Class A Warrants

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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. 
YES [X]  NO[ ]

Check if there is no 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 registrant*s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Revenues for its most recent fiscal year.  $11,736,869.

The aggregate market value of the voting stock held by non-affiliates based on
the closing price quoted by NASDAQ on March 14, 1997: $13,254,654. (Includes the
value of Class A Common Stock and Class B Common Stock not in escrow or held by
insiders. See Item 11).

Number of shares outstanding of each of the issuer*s classes of common equity,
as of March 18, 1997:

                  Class A Common Stock 1,816,591 Shares
                  Class B Common Stock 2,691,105 Shares
                  2,360,000 Class A Warrants

<PAGE>

Documents incorporated by reference:

         LOCATION IN FORM 10-KSB:              INCORPORATED DOCUMENT:
         Part III-Items 10, 11, & 12           Definitive  Proxy  Statement 
                                               in  connection with its
                                               annual meeting of stockholders  
                                               to be held on May 13, 1997

Transitional Small Business Disclosure Format (check one):

YES  [ ]   NO  [X]

<PAGE>

                                   SIGNATURES

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

                                        INTIME SYSTEMS INTERNATIONAL, INC.
                                        Registrant

DATED:  April 17, 1997                  By: /s/ WILLIAM E. BERRY
                                           --------------------------------
                                           William E. Berry
                                           President, (Chief Executive Officer)