FORM 10-K/A
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                              Annual Report
                             ---------------
(Mark One)

[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934 (FEE REQUIRED)

For the fiscal year ended  March 31, 1997

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934

For the transition period from                 to 
Commission file number 0-24030

                          THE PANDA PROJECT, INC.
           (Exact name of registrant as specified in its charter)

          Florida                                         65-0323354
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

  901 Yamato Road, Boca Raton, Florida                           33431
(Address of principal executive offices)                       (Zip Code)

                                (561) 994-2300
             (Registrant's telephone number, including area code)
                        --------------------------
          Securities registered pursuant to Section 12(b) of the Act:
                                     NONE

          Securities registered pursuant to Section 12(g) of the Act:
                         COMMON STOCK, $.01 PAR VALUE

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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference to Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

Aggregate market value of the voting stock held by nonaffiliates of the
Registrant based on the last sale price for such stock at June 16, 1997
                                 $18,268,354

Number of shares of Common Stock, $.01 par value, outstanding at June 16, 1997.
                                  10,588,666
                     Documents Incorporated by Reference
The information called for by Part III is incorporated by reference to the
Company's definitive Proxy Statement for its 1997 Annual Meeting of
Shareholders which will be filed pursuant to Regulation 14A not later than July
29, 1997.

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                             The Panda Project, Inc.
                                   Form 10-K/A
                                      Index

                                                                        Page

                                    Part IV

Item 14.   Exhibits, Financial Statement Schedules 
           and Reports on Form 8-K...................................     1

Signatures...........................................................     4

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Page 1

                                    PART IV

          (3)    Exhibits

Exhibit
Number                                 Description
------                                 -----------

3.1       Amended and Restated Articles of Incorporation of the Company
          (incorporated herein by reference to Exhibit 3.1, filed as part of
          the Company's Registration Statement on Form S-3 (File No. 333-14931)
          (the "Form S-3")).

3.2       Amended and Restated By-Laws of the Company (incorporated herein by
          reference to Exhibit 3.2 to the Company Registration Statement on
          Form SB-2 (File No. 33-76694-A) (the  Registration Statement )).


4.1       Warrant Agreement dated May 16, 1994 between the Company and Whale
          Securities Co., L.P. (incorporated herein by reference to Exhibit 4.4
          to Amendment No. 1 to the Registration Statement).

4.2       Form of Warrant issued in Private Placement Financing (incorporated
          herein by reference to Exhibit 99.3, filed as part of the Form S-3).


4.3       Form of SRP Warrant (incorporated herein by reference to Exhibit
          99.4, filed as part of the Form S-3).

4.4       Form of 4% Subordinated Convertible Debentures of the Company
          (incorporated herein by reference to Exhibit 4.1, filed as part of
          the Registrant s Form 8-K filed April 21, 1997).

4.5       Form of Common Stock Purchase Warrant Issued to Dusseldorf
          (incorporated herein by reference to Exhibit 4.2, filed as part of
          the Registrant s Form 8-K filed April 21, 1997).

10.1      Amended and Restated Employment Agreement between the Company and
          Stanford W. Crane, Jr., dated February 22, 1994 (incorporated herein
          by reference to Exhibit 10.1 filed as part of the Registration
          Statement).@

10.2      1993 Performance Incentive Plan, dated December 29, 1993
          (incorporated herein by reference to Exhibit 10.6 filed as part of
          the Registration Statement).@

10.3      Nonemployee Director Stock Option Plan, dated December 29, 1993, as
          amended on January 19, 1995 (incorporated herein by reference to
          Exhibit 4.6 filed as part of the Registrant's Registration Statement
          on Form S-8 filed with the Securities and Exchange Commission on
          April 5, 1995 (Registration No. 33-86948)).@

10.4      1995 Employee Stock Incentive Plan, dated November 2, 1995
          (incorporated herein by reference to Exhibit 4.4 filed as part of the
          Company's Registration Statement on Form S-8 filed with the
          Securities and Exchange Commission on November 7, 1995 (Registration
          No. 33-99058)).@


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Page 2

Exhibit
Number                                 Description
------                                 -----------


10.5(a)   Lease Agreement between the Company and Fairfax Boca '92 L.P., dated
          March 2, 1994 (incorporated herein by reference to Exhibit 10.9(a)
          filed as part of the Registration Statement).

10.5(b)   Amendment dated April 1, 1995, to Lease Agreement dated March 2,
          1994, between the Company and Fairfax Boca '92, L.P. (incorporated
          herein by reference to Exhibit 10.5(b) filed as part of the
          Registrant's Form 10-K for the year ended March 31, 1996).

10.5(c)   Amendment dated as of July 1, 1995, to Lease Agreement dated March 2,
          1994, between the Company and Fairfax Boca '92, L.P. (incorporated
          herein by reference to Exhibit 10.9(c) filed as part of the
          Registrant's Form 10-KSB for the year ended March 31, 1995
          (Commission File No. 0-24030)).

10.5(d)   Lease Agreement dated October 24, 1995, between the Company and
          Fairfax Boca '92, L.P. (incorporated herein by reference to Exhibit
          10.5(d) filed as part of the Registrant's Annual Report on Form 10-K
          for the year ended March 31, 1996 filed on June 27, 1996).

10.5(e)   Fourth Amendment dated as of November 27, 1996, to Lease Agreement
          dated October 24, 1995, between the Company and Fairfax Boca '92,
          L.P. 

10.5(f)   Fifth Amendment dated as of March 13, 1997, to Lease Agreement dated
          October 24, 1995, between the Company and Fairfax Boca '92, L.P. 


10.6      Form of Indemnification Agreement between the Company and its
          directors, dated December 29, 1993 (incorporated herein by reference
          to Exhibit 10.10 filed as part of the Registration Statement).


10.7      Offshore Securities Subscription Agreement dated April 2, 1997
          (incorporated herein by reference to Exhibit 99.1, filed as part of
          the Registrant s Form 8-K filed April 21, 1997).

10.8      License Agreement, dated as of August 17, 1996, among Stanford W.
          Crane, Jr., the Company and Sun Precision Works, Pvt. Ltd.
          (incorporated herein by reference to Exhibit 99.5 filed as part of
          the Form S-3).

10.9      Letter Agreement dated as of September 10, 1996 between the Company
          and Mallory Factor Inc. (incorporated herein by reference to Exhibit
          99.6 filed as part of the Form S-3).

10.10     Warrant dated September 10, 1996 issued by the Company to Mallory
          Factor (incorporated herein by reference to Exhibit 99.7 filed as
          part of the Form S-3).

10.11     License Agreement, dated as of August 18, 1996, between the Company
          and Pantronix Corporation (incorporated herein by reference to
          Exhibit 99.8 filed as part of the Form S-3).

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Page 3

Exhibit
Number                                 Description
------                                 -----------

10.12     License Agreement, dated as of September 30, 1996, among Stanford W.
          Crane, Jr., the Company and LG Cable & Machinery Ltd. (incorporated
          herein by reference to Exhibit 99.9 filed as part of the Form S-3).


10.13     Registration Rights Agreement, dated as of July, 1996, among the
          Company and the Purchasers named therein (incorporated herein by
          reference to Exhibit 10.1 filed as part of the Registrant's Quarterly
          Report on Form 10-Q filed for the quarter ended June 30, 1996).

10.14     License Agreement dated January 19, 1996 between the Company and
          Stanford W. Crane, Jr. (incorporated herein by reference to Exhibit
          10.1 filed as part of the Registrant's Quarterly Report on Form 10-Q
          filed with the Securities and Exchange Commission on February 14,
          1996).@

10.15     Agreement dated March 25, 1996, between the Company and Parametric
          Technology Corporation.

10.16     License Agreement dated June 7, 1996 among the Company, AMP
          Incorporated, The Whitaker Corporation and Connectware Inc.

10.17     Cooperative Agreement, dated October 22, 1996, between the Company
          and the United States of America, U.S. Air Force, Air Force Material
          Command (incorporated herein by reference to Exhibit 99.10 filed as
          part of the Form S-3).

10.18     Reseller Agreement, dated November 1996, between the Company and
          Siemens Nixdorf Information Systems, Inc. (incorporated herein by
          reference to Exhibit 99.11 filed as part of the Form S-3).

21        Subsidiaries of the Company.

23.1      Consent of Price Waterhouse LLP.

23.2      Consent of Price Waterhouse LLP.                                   *

27        Financial Data Schedule.
                              -------------------------

@Management contracts and compensatory plans and arrangements.
* Filed herewith; all other exhibits had been previously filed.

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Page 4
                                   SIGNATURES


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


                                          THE PANDA PROJECT, INC.
                                          (Registrant)

Date:  July 16, 1997                      By:   /s/ C. Daryl Hollis
                                                -------------------
                                                C. Daryl Hollis
                                                Chief Financial Officer 
                                                and Secretary
                                                (Principal Financial and
                                                Accounting Officer)

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Page 5                                                       EXHIBIT 23.2

              Consent of Independent Certified Public Accountants


We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No.333-25975 ) of
The Panda Project, Inc. of our report dated May 22, 1997, except as to Note 16
which is as of June 23, 1997, appearing on page F-2 of The Panda Project Inc. s
Annual Report on Form 10-K for the year ended March 31, 1997.  We also consent
to the reference to us under the heading  Experts  in the Prospectus.



/s/ PRICE WATERHOUSE LLP
------------------------


Price Waterhouse LLP
Fort Lauderdale, Florida
July 16, 1997