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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 1998           Commission File No. 000-23250


                              MARKET AMERICA, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


         North Carolina                                          56-1784094
-------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)


   7605-A Business Park Drive
         Greensboro, NC                                             27409
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(Address of Principal Executive                                  (Zip Code)
            offices)

                                 (336) 605-0040
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


         Securities Registered under Section 12(b) of the Exchange Act:
                                      None
         --------------------------------------------------------------
                                (Title of Class)


         Securities Registered under Section 12(g) of the Exchange Act:
                    Common Stock, par value $.00001 per share
         --------------------------------------------------------------
                                (Title of Class)

Check if the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months
(or for such shorter period as 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-K is not contained herein and no such 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-K or any
amendment to this Form 10-K. |_|

The aggregate market value of shares of Common Stock of the registrant held by
non-affiliates (based on the July 28, 1998 closing sale price of $5.125) was
$26,329,431 million. The Common Stock is traded over-the-counter and quoted
through the OTC Bulletin Board. As of July 28, 1998, 19,950,000 shares of the
Common Stock were outstanding.

                      Documents Incorporated by Reference:

Certain information from the Notice and Information Statement for the
registrant's annual meeting of stockholders, scheduled to be held September 15,
1998, is incorporated by reference in Part III, Items 10, 11, 12 and 13 of this
report.

<PAGE>


The sole purpose of this Amendment is to refile the page of the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 1998 on which the report
of the Company's independent auditors appears. As previously filed, the page
inadvertently omitted the signature of the independent auditors.






<PAGE>


INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Market America, Inc.
Greensboro, North Carolina


We have audited the accompanying balance sheets of Market America, Inc. as of
April 30, 1998 and 1997 and the related statements of income, changes in
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of Market America, Inc. as of and for the
year ended April 30, 1996, were audited by another auditor whose report dated
July 5, 1996 expressed an unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the 1998 and 1997 financial statements referred to above present
fairly, in all material respects, the financial position of Market America, Inc.
as of April 30, 1998 and 1997, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.


/s/ Dixon Odom PLLC


Greensboro, North Carolina
June 1, 1998


<PAGE>


SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Greensboro, State of North Carolina, on June 11, 1999.

                                     MARKET AMERICA, INC.


                                BY:  /s/ James H. Ridinger
                                     -----------------------------------
                                     James H. Ridinger
                                     President & Chief Executive Officer