U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB
                                 "Amendment #1"
(Mark One)

   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
   OF 1934 [Fee Required]

   For the fiscal year ended March 31, 1996


   [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934 [No Fee Required]

   For the transition period from ...............to.................

   Commission file number 0000-23710


                             Micro-Integration Corp.
                 (Name of small business issuer in its charter)

             Delaware                                   06-1204847
  (State or other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                   Identification No.)



          One Science Park
            Frostburg, MD                                21532
   (Address of principal executive offices)            (Zip Code)

   Issuer's telephone number: 301-689-0800

   Securities registered under Section 12(b) of the Exchange Act: None



   Securities registered under Section 12(g) of the Exchange Act: Common Stock, 
$.01 Par Value


     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 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 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: $7,784,016

     The aggregate market value of the voting stock held by non-affiliates of
the registrant on June 1, 1996 was approximately $5,088,833 (based on the price
at which the stock was sold on that date).

     The number of shares outstanding of the issuer's classes of common stock as
of June 1, 1996: Common Stock, $.01 Par Value -- 2,394,745 shares

     Number of shares outstanding of each of the issuer's classes of common
equity, as of June 15, 1996-- 2,394,745.

                       DOCUMENTS INCORPORATED BY REFERENCE

     (1) Definitive Proxy Statement for 1996 Annual Meeting of Stockholders --
Items 9, 10, 11, and 12.

     Transitional Small Business Disclosure Format (check one): Yes[ ] No[X]



<PAGE>

                                   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.



Dated June 30, 1996                                                  REGISTRANT:

                                                         Micro-Integration Corp.



                                          By: /s/ John A. Parsons
                                          --------------------------------------
                                                                 John A. Parsons
                                               President, Chairman of the Board,
                                                     and Chief Executive Officer


Pursuant to the requirements of 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.



By:          /s/ John A. Parsons                                  June 30, 1996
   ------------------------------------------
              John A. Parsons
     President, Chairman of the Board,
        and Chief Executive Officer
       (principal executive officer)


By:       /s/ Christopher J. Burgess                              June 30, 1996
   ------------------------------------------
            Christopher J. Burgess
    Vice President, Finance and Administration
          and Chief Financial Officer
   (principal financial and accounting officer)


By:       /s/ Maxwell F. Eveleth, Jr.                             June 30, 1996
   ------------------------------------------
            Maxwell F. Eveleth, Jr.
                  Director


By:         /s/ Wayne M. Lee                                      June 30, 1996
   ------------------------------------------
               Wayne M. Lee
                  Director


By:        /s/ W. Braun Jones, Jr.                                June 30, 1996
   ------------------------------------------
            W. Braun Jones, Jr.
                 Director

<PAGE>

                             EXHIBIT INDEX
                             -------------

Exhibit                                                                  Page
Number                   Description of Document                        Number
------                   -----------------------                        ------

3(ii).1  Amended and Restated Bylaws of Micro-Integration Corp.,
         filed as Exhibit 3(ii).1 to the Company's Registration
         Statement on Form SB-2, Registration No. 33-72752, is hereby
         incorporated by reference.

4.1      Article IV of the Restated Certificate of Incorporation of
         Micro-Integration Corp., filed as Exhibit 4.1 to the
         Company's Registration Statement on Form SB-2, Registration
         No. 33-72752, is hereby incorporated by reference.

4.2      Form of Common Stock Certificate, filed as Exhibit 4.2 to
         Amendment No. 1 to the Company's Registration Statement on
         Form SB-2, Registration No. 33-72752, is hereby incorporated
         by reference.

4.3      Form of Underwriter's Warrant, filed as Exhibit 4.3 to
         Amendment No. 1 to the Company's Registration Statement on
         Form SB-2, Registration No. 33-72752, is hereby incorporated
         by reference.

10.1     Micro-Integration Corp. Employee Savings and Stock Ownership
         Plan, filed as Exhibit 10.1 to the Company's Registration
         Statement on Form SB-2, Registration No. 33-72752, is hereby
         incorporated by reference.

10.2     1994 Stock Plan of Micro-Integration Corp., filed as Exhibit
         10.2 to the Company's Registration Statement on Form SB-2,
         Registration No. 33-72752, is hereby incorporated by
         reference.

10.3     Agreement between Micro-Integration Corp., Micro-Integration
         Europe n.v. and Gabor Weiner entered into September 28,
         1990, filed as Exhibit 10.3 to the Company's Registration
         Statement on Form SB-2, Registration No. 33-72752, is hereby
         incorporated by reference.

10.4     Agreement between Micro-Integration Corp. and Gabor Weiner
         entered into on September 28, 1990, filed as Exhibit 10.4 to
         the Company's Registration Statement on Form SB-2,
         Registration No. 33-72752, is hereby incorporated by
         reference.

10.5     Amendment to Agreements between Micro-Integration Corp.,
         Micro-Integration Europe n.v., and Gabor Weiner, entered
         into on March 21, 1994, filed as Exhibit 10.5 to the
         Company's Registration Statement on Form SB-2, Registration
         No. 33-72752, is hereby incorporated by reference.

10.6     Contract of Sale made on August 23, 1995 between CCSAC
         Federal Credit Union and Micro-Integration Corp., filed as
         Exhibit 10.6 to the Company's Registration Statement on Form
         SB-2, Registration No. 33-72752, is hereby incorporated by
         reference.

10.7     Agreement made as of May 20, 1993 between Micro-Integration
         Corp. and Lashley Construction, Inc., filed as Exhibit 10.7
         to the Company's Registration Statement on Form SB-2,
         Registration No. 33-72752, is hereby incorporated by
         reference.

10.8     Contract of sale made on September 16, 1992 between
         Micro-Integration Corp., Cumberland Allegany County
         Industrial Foundation and the Board of County 


<PAGE>


          Commissioners of Allegany County, Maryland, filed as Exhibit
          10.8 to the Company's  Registration  Statement on Form SB-2,
          Registration  No.  33-72752,   is  hereby   incorporated  by
          reference.

10.9     Promissory Note dated September 24, 1993 payable to
         Micro-Integration Corp. to the Board of Commissioners of
         Allegany County, Maryland or order, filed as Exhibit 10.9 to
         the Company's Registration Statement on Form SB-2,
         Registration No. 33-72752, is hereby incorporated by
         reference.

10.10    Promissory Note dated September 24, 1993 payable by
         Micro-Integration Corp. to the order of the Board of County
         Commissioners of Allegany County, Maryland, filed as Exhibit
         10.10 to the Company's Registration Statement on Form SB-2,
         Registration No. 33-72752, is hereby incorporated by
         reference.

10.11    Revolving Note Agreement dated May 17, 1993 by and between
         Micro-Integration Corp. and The First National Bank of
         Maryland, filed as Exhibit 10.11 to the Company's
         Registration Statement on Form SB-2, Registration No.
         33-72752, is hereby incorporated by reference.

10.12    Business Promissory Note dated September 22, 1993 payable by
         Micro-Integration Corp. to the order of The First National
         Bank of Maryland, filed as Exhibit 10.12 to the Company's
         Registration Statement on Form SB-2, Registration No.
         33-72752, is hereby incorporated by reference.

10.13    Agreement and Plan of Reorganization made in April 1986 by
         and among Micro-Integration Corp., Micro-Integration Inc.,
         John A. Parsons, i.e. Systems, Inc. and the Stockholders
         named therein, filed as Exhibit 10.14 to the Company's
         Registration Statement on Form SB-2, Registration No.
         33-72752, is hereby incorporated by reference.

10.14    Indemnification Agreements between Micro-Integration Corp.
         and its directors and officers, filed as Exhibit 10.14 to
         the Company's Form 10-KSB for the year ended March 31, 1996,
         is hereby incorporated by reference.

11.1     Statement of computation of per share earnings.

21.1     Subsidiaries of Micro-Integration Corp.

23.1     Consent of Independent Accountants.

27.0     Financial data sheet.