United States Securities and Exchange Commission 
                             Washington, D.C. 20549
                           FORM 10-KSB/A Amendment 1

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

         For the Fiscal Year Ended           Commission file number  000-21725 
         March 31, 1998

                           The Translation Group, Ltd.
                 (Name of small business issuer in its charter)

Delaware                                              23-3382869
(State or other jurisdiction of           (I.R.S. Employ.Ident. No.)
incorporation  or organization)

332C Haddon Avenue                                    08108
Westmont, NJ                                         (Zip Code)
(Address of principal executive offices)

Issuer's telephone number: (609) 858-6614

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

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

                          Common stock, $.001 par value
                                (Title of class)

     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. { }

Issuer's revenues for its most recent fiscal year: $ 6.4 million

     Aggregate  market value of the voting stock held by  non-affiliates  of
registrant  (based on average of the bid and asked price on June 30, 1998) $13.7
million.  See "Market of the Registrant's  Common Stock and Related  Stockholder
Matters."

     The number of shares  outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date:  2,278,340 ( includes 138,000 to be
issued) shares of common stock, par value $ .001 per share, as of June 30, 1998

Transitional Small Business Disclosure Format: Yes ___; No X




<PAGE>




Item 10. Executive Compensation.

EMPLOYMENT AGREEMENTS

The Company has a five year written employment contract with its Chief Executive
Officer  for an annual  base  salary of  $104,000  during each of the five years
thereof,  plus  annual  cost of  living  adjustments.  This  agreement  also (i)
contains  restrictions  on  competing  with the Company for two years  following
termination of employment,  (ii) provides for severance payments in the event of
termination  without  cause by the Company in an amount  equal to the  aggregate
amount  of  payments  due  under the term of the  Agreement  (without  regard to
extensions),  but in no event less than one year's compensation,  (iii) provides
that the Company will purchase a life  insurance  policy naming as beneficiary a
person chosen by the officer in an amount equal to 2.5 times his salary and (iv)
provides for a car or a car allowance.  The Company also has similar  agreements
with  the  president  of its  foreign  subsidiary,  and  also  with  its  former
chairperson  and  chief  operating  officer,  which is in the  process  of being
challenged. See Note 9, Notes to Consolidated Financial Statements and "Business
Litigation".  The Company also has an oral  agreement  with the president of its
American subsidiary for a salary in the base amount of $104,000 per year.

EXECUTIVE COMPENSATION

The following table summarizes the total compensation of the principal executive
officers  of the  Company at rates in excess of  $100,000  for the fiscal  years
ending March 31, 1998 and March 31, 1997.

SUMMARY COMPENSATION TABLE

Name                             Annual Compensation
Principal Position               Year Ended  Salary       Other       Stock 
                                 March 31                             Options(#)

Charles D. Cascio                1998        $106,775     $19,188(ii  None
 President & CEO                 1997(i)     $ 87,000     N/A         100,000
                                 ----        --------     ----------  -------

Theodora Landgren                1998        $106,775     $ 9,000(ii  None
 Chief Operating                 1997        $104,000     N/A         100,000
                                             --------     ----------  -------
 Officer

(i)      From May 10, 1996 to March 31, 1997.
(ii)     consists of car  allowance and related  expenses  ($11,975),  medical  
         reimbursement  ($3,241) and life  insurance premium ($3,902)
(iii)    consists of car allowance and related expenses

STOCK OPTION PLAN

         In October of 1996,  the Board of  Directors  and  stockholders  of the
Company adopted a Stock Option Plan (the "Option Plan") as an incentive for, and
to encourage share ownership by, the Company's officers, directors and other key
employees  and/or  consultants  and  potential  management  of  possible  future
acquired companies.  The Option Plan provides that options to purchase a maximum
of  2,500,000   shares  of  Common  stock  (subject  to  adjustment  in  certain
circumstances) may be granted under the Option Plan. The Option Plan also allows
for the  granting  of stock  appreciation  rights  ("SARs") in tandem  with,  or
independently  of, stock options.  Any SARs granted will not be counted  against
the 2,500,000 share limit.

         The  purpose of the Option  Plan is to make  options  (both  "incentive
stock options"  within the meaning of Section 422A of the Internal  Revenue Code
of 1986,  as  amended  (the  "Code"),  and  non-qualified  options)  and  "stock
appreciation  rights" (with  non-qualified  options  only)  available to certain




<PAGE>



officers, directors and other key employees and/or consultants of the Company in
order to give such individuals a greater personal interest in the success of the
Company  and, in the case of  employees,  an added  incentive  to  continue  and
advance in their employment.

         The Plan is currently  administered by the majority vote of a committee
(the "Committee")  appointed by the Board of Directors and comprised of at least
two members of the Board who, in the case of the Option  Plan,  are not eligible
to receive  options,  other than pursuant to a formula,  it being  intended that
such  plan  shall  qualify  under  Rule  16b-3 as  promulgated  pursuant  to the
Securities  Exchange Act of 1934,  as amended.  The Committee  designates  those
persons to receive grants under the Plan and determines the number of options to
be granted and the price payable for the shares of Common stock thereunder.  The
price  payable for the shares of Common  stock under each option is fixed by the
Committee at the time of the grant,  but, for incentive  stock options,  must be
not less than 100% (110% if the person granted such option owns more than 10% of
the outstanding shares of Common stock) of the fair market value of Common stock
at the time the option is granted, and 85% of such price for non-qualified stock
options.  The above  notwithstanding,  the Company  intends shortly to amend the
Option Plan so it will conform to the recent revisions of Rule 16b-3.

         SeeNote 8- Stock Options and Warrants,  Notes to Consolidated Financial
Statements,  relative to the granting of options during the year ended March 31,
1998,  unexercised  options  held  as of the  end of the  fiscal  year,  options
exercised and options forfeited during the year.

COMPENSATION OF DIRECTORS

Directors  of the  Company  are not  compensated  for their  services,  in that
capacity. See "Executive Compensation - Employment Agreements" for descriptions
of other agreements between the Company and certain of its directors.

Section 16(a)  Beneficial Ownership Reporting Compliance.

Based solely upon a review of the  Company's  files,  it appears that during the
fiscal year ended March 31, 1998, Messrs. Wussler and Grau failed to file a Form
3; Mr.  Cascio failed to timely file a Form 4 and Mr. Grau failed to file a Form
4. The Company has  reviewed  this matter with  counsel and is in the process of
implementing procedures to prevent future occurrences.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information regarding the beneficial ownership of
the Company's  Common stock,  as of June 30, 1998,  (a) each person known by the
Company to own beneficially more than five percent of the Company's  outstanding
shares of Common stock,  (b) each director and executive  officer of the Company
who owns shares and (c) all directors and executive officers of the Company as a
group. Unless otherwise  indicated,  all shares of Common stock are owned by the
individual  named as sole record and beneficial  owner with  exclusive  power to
vote and dispose of such shares.




<PAGE>



                                      COMMON STOCK
                                       OWNED                   PERCENTAGE
NAME AND ADDRESS                    BENEFICIALLY               OF CLASS

Names and Address (1)               _________________         __________________
---------------------

Theodora Landgren                    485,000                     19.57%
(2)(3)

Charles D. Cascio                    365,000                     14.73%
(2)(4)    

Richard J.L. Herson                  73,000                      3.17%
(5)

Gary M. Schlosser                    30,000                      1.30%
(6)

Julius Cherny                        200,000                     8.07%
(6)

James W. Grau                        6,660                       .29%
(7)

Edouard Prisse                       238,000                     10.45%
(1)(8)

All Executive Officers and
Directors as a Group(9)              1,397,660                   47.52%
                                                                 

(1) Uses the  Company's  address at 332C Haddon  Avenue,  Westmont,  NJ
    08108. 
(2) Includes 100,000 currently exercisable warrants and 100,000 currently
    vested  stock  options.  
(3) Does not include an  additional  112,500  shares of Common  Stock held in a 
    Voting  Trust under  which she has sole  voting  control until  December 2, 
    1998.  With such  shares she  controls  24.11% of the Common Stock.  
(4) Does not include an aggregate  of 144,000  shares owned by his adult   
    independent children.  Mr. Cascio disclaims beneficial ownership of such 
    shares.
(5) Includes  26,000  currently  exercisable  stock  options.  
(6) Consists of currently  exercisable  stock  options.  
(7) Consists of  currently exercisable warrants.  
(8) Does not include an additional 100,000 shares of Common Stock he
    will receive provided Word House meets certain earnings milestones. 
(9) Includes 662,660  shares of currently  exercisable  stock options and 
    warrants.  Does not include 815,000 stock options granted to executive 
    officers and directors.  See Note 8, Stock Options and Warrants, above.


Item 12. Certain Relationships and Related Transactions.

The Company has an exclusive license agreement with Dr. Julius Cherny, President
of BTS, and a Director of the Company,  for the worldwide rights to an automated
machine  translation  system for which Dr. Cherny has filed a patent application
and an agreement to deliver an automated  machine  translation  system and other
related  software  tools.  The  Company  has  entered  into  written  employment




<PAGE>




agreements with certain of its officers. See "Business - System Acquisitions and
Developments."

Business-

As part of the Company's  January 1996 transaction with BTS, as a shareholder of
BTS, Ms. Landgren received a pro rata amount of stock in the Company,  amounting
to  677,500  shares of Common  stock,  which has since  been  reduced to 385,000
shares by  accounting  for her  give-back  to the Company of 292,500  shares and
which was further  reduced to 285,000 shares by the sale by the  Underwriters of
100,000  shares on her  behalf  as part of the IPO.  As a  prerequisite  for the
Underwriter  entering into this transaction  with the Company,  it required that
not  more  than  1,226,000  (post-Reverse  Split)  shares  of  Common  stock  be
outstanding.  In order to meet this  limit an  aggregate  of  665,000  shares of
Common stock were returned to the Company by various stockholders  including Ms.
Landgren  (292,500  shares),  Mr. Cascio and his family members (300,000 shares)
and Mr. Herson (7,500 shares). In an attempt to compensate such people for their
loss, on May 24, 1996,  the Company  granted  100,000  warrants,  to each of Ms.
Theodora  Landgren and Mr. Charles  Cascio.  These warrants are identical in all
respects of the 1,840,000 Warrants that were sold by the Company.

See  Note  6-  Related  Party  Transactions,  Notes  to  Consolidated  Financial
Statements  regarding  transactions  with Michael  Cascio,  Esquire,  son of the
Company's  CEO,  loans to Theodora  Landgren and Charles  Cascio and payments to
directors, Richard J.L. Herson and James Grau.



<PAGE>




                                   SIGNATURES

In accordance with 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 TRANSLATION GROUP, Ltd.


                            By: /s/CHARLES D. CASCIO
                                Charles D. Cascio
                                    President

                              Dated: August 7, 1998


In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated:

Signature                      Title                          Date

/s/ CHARLES D. CASCIO          President, Chief Executive     August 13, 1998
CHARLES D. CASCIO              Officer and Director

/s/ JULIUS CHERNY              Chief Financial Officer and    August 13, 1998 
JULIUS CHERNY                  Director

THEODORA LANDGREN              Director                       __________________


/S/ RICHARD J.L. HERSON        Director and Employee          August 13, 1998
RICHARD J.L. HERSON

GARY M. SCHLOSSER              Director                       __________________


/s/ JAMES W. GRAU              Director                       August 13, 1998
JAMES W. GRAU

ROBERT WUSSLER                 Director                       __________________





<PAGE>



         THIS LETTER OF UNDERSTANDING IS MADE AS OF THIS 6th day of April, 1998,
by and between the Bureau of Translation  Services,  Inc.,  (hereinafter  called
"BTS") and Felician College (hereinafter called "Felician College").

OBJECTIVE

To provide a pipeline of trained certified translators/desktop  publishers ready
for employment in a rapidly expanding industry.

BACKGROUND

A compelling  argument has been made by BTS to both the New Jersey  Commissioner
of  Labor  and to the  administration  of  Felician  College  that  the need for
approximately five-thousand (5000) trained certified  translators/desktop exists
in the burgeoning translation industry in New Jersey. In December 1997 and again
in January  1998,  Mark  Boyd,  the  Assistant  Commissioner  of Labor,  visited
Felician  College to  discuss  how the  development  of a  certificate  training
program in this  industry  would  contribute  toward a  strategically  important
agenda in the  State's  economic  plan,  i.e.,  providing  New  Jersey  citizens
opportunities  to participate in a growing industry by establishing an incubator
for the translation/desktop publishing industry.

ALLIANCE

The parties  propose the  development of a certificate  training  program in New
Jersey that  contributes  to the economic  development  of New Jersey  through a
public/private  alliance among New Jersey,  BTS and Felician College wherein New
Jersey will fund the  alliance,  Felician  College will provide  facilities  and
educational  training,  and BTS will  provide  consultation  services as well as
actively participate in the placement and employment of the certificate training
program graduates through a translation network exclusive to BTS.

STUDENT PROFILE AND SELECTION

BTS shall use its  hands-on  knowledge of the  translation  industry to identify
eligible  candidates  and  Felician  College  will  pre-qualify  candidates  for
academic fitness.  BTS and Felician College will develop in concert  appropriate
recruitment  materials  with emphasis  placed upon creating a selection  process
that maximizes a candidate's  chances of both academic and  vocational  success.
Said  recruitment  materials  will be forwarded to the  appropriate  advisors at
county  workforce  centers where the State  Department of Labor has developed an
expeditious   referral  plan  to  assist  in  the  general  recruitment  of  the
candidates.

Potential  candidates will be directly recruited by Felician College and BTS, as
well as be referred to Felician  College and BTS by the appropriate  advisors at
county workforce  centers.  Felician College and BTS will identify  eligible and
academically  fit  students.  Candidates  who  qualify  for  admission  into the
Certificate Training Program will generally be adults who possess basic computer
skills,  are familiar with word  processing,  in excellent  command of a foreign
language, and possess verbal and written idiomatic fluency with English.
 Those  candidates  who  qualify for  admission  into the  Certificate  Training
Program and also qualify under the Job Training  Partnership Act (JPTA), will be
referred to the JTPA Coordinator at the Bergen County Technical School Workforce
Center for processing.  Qualified applicants who are not eligible under the JTPA
will be welcome as private students.




<PAGE>




EDUCATIONAL PLAN

The Felician College Office of Continuing Education in conjunction with BTS will
develop a certificate program consisting of three core courses and one elective.
Students  must  complete  four  out  of  a  possible  five  courses  to  earn  a
certificate.  The courses will be delivered  initially in the face-to-face  mode
and  incorporate   distance  learning  delivery   components  after  appropriate
development.

The first  certificate  training  program  will be a pilot  program  wherein the
faculty will be  volunteers  from BTS's staff who meet the criteria for Felician
College Continuing Education Adjunct Faculty. After the pilot phase is over, two
Felician  College  instructors who have been trained by BTS's staff in the pilot
phase will coordinate and staff all future certificate training programs.

ACTIVITIES

(Felician)  Provide  facilities and instruction  leading toward a certificate in
Translation  Services  with  Continuing  Education  Units  (CEU's);  Assessment;
Pre-Placement Support;

(BTS)  Consulting  services to  Felician  College;  Internship  wherein BTS will
employ  successful  and  eligible  candidates  for  one-half  the  regular  rate
currently paid to  translators;  BTS will use its bests efforts in the placement
and employment of the graduates as independent translators.

Instruction

Students will receive 120 hours (12 CEU's) of sequential instruction, on weekday
evenings and Saturday mornings, over two 10-week trimesters,  for a total of 120
hours as follows:

         Trimester One
               Fundamentals of Translation                       (40 hours)
               Project Managing & Editing                        (20 hours)
         Trimester Two
               Use of Translation Tools                          (40 hours)
               Computer Concepts or Environmental Concepts       (20 hours each)

Competency Assessment

Students  will  receive  a total  of five  hours  of  assessment  in the form of
midpoint  (two  hours)  and end-  point  (three  hours)  comprehensive  tests to
evaluate progress and skill level.

Pre-Placement Support/Post Placement Follow-up
Students will be monitored  throughout  the project by an advisor who will track
their progress,  provide intervention where necessary, and act as a liaison with
BTS for  internships  and placement.  The Advisor will also track post placement
activities for 90 days after internships.


<PAGE>



Paid Internship

During their second trimester, successful and eligible students will be assigned
material to translate under the guidance and supervision of translators from BTS
wherein  the  students   will  be  paid  one-half  the  going  hourly  rate  for
translators.

Placement

Students  who  have   successfully   completed  the  instruction  phase  of  the
Translation Project and who have successfully  completed an internship with BTS,
will receive a Certificate in  Translation  Services from Felician  College.  In
addition,  BTS will use its bests efforts in the placement and employment of the
graduates as independent  translators through a translation network exclusive to
BTS.

FACULTY

         Felician Faculty Training Two qualified instructors will be selected to
train as adjuncts  for the  Translation  Project.  The  training  will be in two
stages:  * 12 hours of lecture and practicum  conducted by BTS trainers over two
consecutive  Saturdays.  * And 60 hours of  observation  of  classes  in session
during the pilot phase.  BTS trainers  will conduct the lecture and practicum at
no cost to the Project.  Faculty  training will be scheduled for September  1998
unless the  Department  of Labor and Felician  College can finalize  outstanding
logistical  issues  before  April 15,  1998 at which  time the  faculty-training
schedule could be advanced to May 1998.

PROJECTED SCHEDULE*

Trimester One                                          (September-December 1998)
    Fundamentals of Translation; From Theory to Practice Tue/Thur,6:30-8:30 p.m 
    Project Managing and Editing                        Wednesday 6:30-8:30 p.m.
Trimester Two                                         (January, 1999-April 1999)
     Use of Translation Tools                     Saturday, 8:30 a.m.-12:30 p.m.
     Computer Concepts & Terminology                 Friday, 6:30 p.m.-8:30 p.m.
     Environmental Concepts & Terminology            Friday, 6:30 p.m.-8:30 p.m.



*Felician College reserves the right to cancel undersubscribed  courses upon two
weeks notice to all involved parties.

**If  logistical  issues  between  Department of Labor and Felician  College are
finalized  before April 15, 1998,  it is possible  that  Trimester  One start-up
could be advanced to May 1998.


CURRICULUM

1.  Fundamentals of Translation; From Theory to Practice
Topics: Understanding Communication, Function of Language, Linguistic Theory,
Notion of Language Localization, Machine Translation Systems, Version Control




<PAGE>




2.  Project Management & Editing
Topics: Communications, Terminology, Scheduling / Project Life Cycle
Review Process, Proofreading, Desktop Publishing
Planning Documents (WBS, Gantt Charts, PERT Charts, CPM, Milestone Charts)
Management Tools (Microsoft Project, Lotus Notes)

3.  Use of Translation Tools
         A.  Consistency and Localization
                  Programming languages and localization  tools 
                    (Transit,  TM/2, TRADOS Workbench, DejaVu, etc.)
         B.       Integration  of word  processing and  localization  tools 
                    Word Processing Packages:
                         (Framemaker, Word for Windows, Word Perfect, 
                          Page Maker, SGML, Graphic User Interface, etc.)
         C.  Integration of Help processing packages and localization tools
         D.  Glossary Resources
         E.  Customized Style Guides

4. Computer Concept & Terminology 
(Curricula to be developed)

5. Environmental Concepts & Terminology 
(Curricula to be developed)

Cost for instruction: $4,000/stu.

EFFECT

It is the intent of the parties that the provisions  herein are subject to final
approval by empowered Officers of Felician College and of BTS.

  BTS.                                                          Felician College

  By:  /s/ Luis M. Garcia -Barrio Ph.D.           By: /s/ Ann Lippel
             Vice President                       Director-Continuing Education

  Date:        April 6, 1998                                Date:  April 7, 1998
               -------------                                       -------------