SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1
                                   FORM 10-K/A
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (Fee Required) for the fiscal year ended June 30, 1996 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No Fee Required) for the transition period from to .

                        Commission file number: 001-14474

                        AMERTRANZ WORLDWIDE HOLDING CORP.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                               11-3309110
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

2001 Marcus Avenue, Lake Success, New York                           11042
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code              (516) 326-9000

           Securities registered pursuant to Section 12(b) of the Act:

    Title of Class                     Name of Each Exchange on Which Registered
         None                                          None

           Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class
                          Common Stock, $.01 par value
                    Redeemable Common Stock Purchase Warrants

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  statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of September 17, 1996 was $16,776,095.

The number of shares of common stock  outstanding  as of September  17, 1996 was
5,926,504.

                       DOCUMENTS INCORPORATED BY REFERENCE

To the extent specified,  Part III of this Form 10-K incorporates information by
reference to the  Registrant's  definitive  proxy  statement for its 1996 Annual
Meeting of Shareholders (to be filed).


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The  Registrant  hereby  amends  the  following  items,   financial  statements,
exhibits,  or other  portions  of its Annual  Report on Form 10-K for the fiscal
year ended June 30, 1996,  which was filed with the  Commission on September 27,
1996, as set forth below:

         Part IV, Item  14(a)(3) of the Annual Report on Form 10-K is amended to
         reflect the filing, via EDGAR, of Exhibit 27 (Financial Data Schedule).


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereto duly authorized.


                                         AMERTRANZ WORLDWIDE HOLDING CORP.




Date:  January 2, 1997                   By:   /s/ Stuart Hettleman
                                            ----------------------------
                                                Stuart Hettleman
                                                President


C66140B.198


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