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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
   
                                  FORM 10-K/A
    
   
                               (AMENDMENT NO. 1)
    
[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
      THE SECURITIES EXCHANGE ACT OF 1934
 
      For the fiscal year ended December 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 000-21629
 
                            THE KROLL-O'GARA COMPANY
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                                      <C>
                          OHIO                                                  31-1470817
              (State or other jurisdiction                                   (I.R.S. Employer
                   of incorporation)                                       Identification No.)
</TABLE>
 
                               9113 LESAINT DRIVE
                             FAIRFIELD, OHIO 45014
                                 (513) 874-2112
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
 
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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K  [ ]
 
The aggregate market value of the Common Stock of the registrant held by
non-affiliates of the registrant was approximately $97,113,525 as of March 13,
1997. As of March 13, 1998, 13,627,632 shares of Common Stock were outstanding.
 
                   DOCUMENTS INCORPORATED BY REFERENCE--NONE
 
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     This amended report is being filed solely to provide an amended Independent
Auditors' Report of KPMG Peat Marwick LLP, which is set forth below, and to
furnish certain amended Financial Data Schedules.
    
 
   
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
 
   
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                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Stockholders
Kroll Holdings, Inc.:
 
   
     We have audited the consolidated statements of operations, changes in
stockholders' equity and cash flows (not presented separately herein) of Kroll
Holdings, Inc. and subsidiaries for the year ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
    
 
   
     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
    
 
   
     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of Kroll Holdings, Inc. and subsidiaries for the year ended December 31,
1995 in conformity with generally accepted accounting principles.
    
 
                                          /s/ KPMG PEAT MARWICK LLP
 
New York, New York
March 28, 1996
 
   
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                                   SIGNATURES
 
   
     PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized, as of the
1st day of April, 1998.
    
 
                                          THE KROLL-O'GARA COMPANY
 
   
                                          By: /s/ ABRAM S. GORDON
                                            ------------------------------------
    
   
                                            Abram S. Gordon
    
   
                                            Vice President
    
 
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