<PAGE>
 
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                             ---------------------

                                  FORM 10-K/A
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]

For the fiscal year ended March 31, 1997
                                       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 1-6715

                           NATIONAL MEDIA CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

                                                                    
          Delaware                                          13-2658741
  (State of Other Jurisdiction                           (I.R.S. Employer 
of Incorporation or Organization)                       Identification No.)

Eleven Penn Center, Suite 1100, 1835 Market Street, Philadelphia, PA    19103
          (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code: 215-988-4600

Securities registered pursuant to Section 12(b) of the Act:
         Title of each class:         Name of each exchange on which registered:
        Common Stock, par value                   New York Stock Exchange
            $.01 per share                      Philadelphia Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

          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
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
statements 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 Registrant's voting stock held by
non-affiliates of the Registrant as of May 30, 1997 was approximately
$177,134,940.

          There were approximately 24,965,534 issued and outstanding shares of
the Registrant's common stock, par value $.01 per share, at May 30, 1997.  In
addition, there were 707,311 shares of treasury stock as of such date.

                      DOCUMENTS INCORPORATED BY REFERENCE

None.

The Registrant hereby amends Part III of its Annual Report on Form 10-K for the
year ended March 31, 1997 (the "Annual Report") as set forth in the pages
attached hereto.  Capitalized terms used herein and not otherwise defined have
the meanings ascribed to such terms in the Annual Report.

*Calculated by excluding all shares that may be deemed to be beneficially owned
by executive officers and directors of the Registrant, without conceding that
all such persons are "affiliates" of the Registrant for purposes of the federal
securities laws, but including the shares beneficially owned by others listed on
the "Security Ownership of Certain Beneficial Owners" table included in
Registrant's proxy statement.  Based upon a market value per share of $7.375,
which was the closing price of the Company's Common Stock on the New York Stock
Exchange on May 30, 1997.

================================================================================
<PAGE>
 
                           NATIONAL MEDIA CORPORATION
                                  FORM 10-K/A
                               TABLE OF CONTENTS

                                    PART III
<TABLE>
<CAPTION>

                                                                           PAGE
                                                                           ----
<S>           <C>                                                          <C>

Item 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...........  3

Item 11.      EXECUTIVE COMPENSATION.......................................  6

Item 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT................................................... 11

Item 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............  13
</TABLE>

                                      -2-
<PAGE>
 
Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        As of the date hereof, the directors and executive officers of the
Company are:
<TABLE>
<CAPTION>
 
Name                         Age    Position
----                         ---    --------
<S>                          <C>    <C>
Paul R. Brazina               52    Vice President and Chief Financial Officer

Constantinos I. Costalas      61    Vice Chairman of the Board of Directors,
                                    Director

Albert R. Dowden              56    Director

Michael J. Emmi               55    Director

William M. Goldstein, Esq.    61    Director

Frederick S. Hammer           60    Chairman of the Board of Directors, Director

Robert E. Keith, Jr.          55    Director

John W. Kirby                 37    Executive Vice President of the Company and
                                    Chairman and Chief Executive Officer of
                                    DirectAmerica

Michael S. Levey              48    Executive Vice President of the Company and
                                    Chief Executive Officer of Positive Response
                                    Television

Ira M. Lubert                 47    Director

Brian McAdams                 55    Director

Paul Meier                    41    Executive Vice President of the Company and
                                    Chief Executive Officer of Prestige
                                    Marketing Limited and Suzanne Paul Holdings
                                    Pty Limited

Warren V. Musser              70    Director

Brian J. Sisko                36    Senior Vice President, Chief Administrative
                                    Officer, Secretary and General Counsel

Robert N. Verratti            54    President, Chief Executive Officer and
                                    Director

Jon W. Yoskin II              56    Director
</TABLE>

        Mr. Brazina has served as Vice President and Chief Financial Officer of
the Company since May 1997. From October 1995 (when the Company acquired Direct
America Corporation and California Production Group, Inc. ("CAPG" and,
collectively with DirectAmerica Corporation, "DirectAmerica")) to October 1996,
Mr. Brazina served as Vice President, Treasurer and Chief Financial Officer of
Direct America Corporation. Prior to this acquisition, Mr. Brazina also served
in such capacities for that company's predecessors. Prior to joining the
Company, Mr. Brazina was also a partner in the accounting firm of Rosenfelt,
Siegel and Goldberg and was Chief Financial Officer of CPC Associates, a company
that specializes in compilation and direct mail programs. Mr. Brazina has also
served as an assistant professor of accounting at LaSalle University from 1974
until the present.

        Mr. Costalas has been the Vice Chairman of the Company since September
1994, the Chief Operating Officer since early 1997 and was the Senior Financial
Officer from April 1995 until May 1996. He served as Chairman of the Board,
President and Chief Executive Officer of Glendale Bancorporation and as Chairman
of the Board, President and Chief Executive Officer of Glendale National Bank of
New Jersey until February 1994. Such positions were held since 1985 and 1976,
respectively. Mr. Costalas has served as a Director of the Company since May
1993.

        Mr. Dowden has served as a Director, President and Chief Executive
Officer of Volvo North America Corporation and Senior Vice President of AB Volvo
since January 1991. Prior to such time, he served as Executive Vice President
and Deputy to the President and Chief Executive Officer from June 1989 to
January 1991. Mr. Dowden has been affiliated with Volvo North America
Corporation since 1974. Mr. Dowden also serves on the Board of Directors of the
National Association of Manufacturers, the Association of International
Automobile Manufacturers, the Business Committee for the Arts, the Center for
International Leadership, the Madison Square Boys & Girls Club, the United Way
of New York City, the Cortland Trust, the American Scandinavian Foundation, the
American Intercultural Student Exchange, the American Institute for Public
Service and the Swedish American Chamber of Commerce. Mr. Dowden has served as a
Director of the Company since August 1995.

                                      -3-
<PAGE>
 
        Mr. Emmi has served as Chairman of the Board, Chief Executive Officer
and President of Systems & Computer Technology Corporation, a provider of
computer software and services, since May 1985. Mr. Emmi is also a Director of
CompuCom Systems, Inc., Premier Solutions, Inc. and The Franklin Institute and
is the Chairman of the Pennsylvania Chapter of the American Electronics
Association. Mr. Emmi has served as a Director of the Company since April 1995.

        Mr. Goldstein is a Managing Partner and Chairman of the Tax
Department of the law firm of Drinker Biddle & Reath LLP in Philadelphia,
Pennsylvania, where he has practiced since 1982. Mr. Goldstein specializes in
federal taxation, securities law and general corporate law. He previously held
the position of Deputy Assistant Secretary for Tax Policy with the United States
Department of Treasury. Mr. Goldstein is also a Director of Integra LifeSciences
Corporation. Mr. Goldstein has served as a Director of the Company since April
1996.

        Mr. Hammer was appointed Chairman of the Board of Directors of the
Company in February 1997. He has been a partner of Inter-Atlantic Securities
Corporation, an investment banking firm focused primarily on the financial
services industry, since December 1994. From February 1993 to June 1994, Mr.
Hammer was Chairman of Mutual of America Capital Management Corporation. From
1989 until 1993, Mr. Hammer was President of the SEI Asset Management Group in
Wayne, Pennsylvania. From 1989 until 1991, Mr. Hammer was Mazur Fellow at the
Wharton School of the University of Pennsylvania. Mr. Hammer presently serves on
the Board of Directors of IKON Office Solutions, Tri-Arc Financial Services,
Inc., Search Financial Services Corp., Inc. and Provident American Corporation.
Mr. Hammer has served as a Director of the Company since October 1994.

        Mr. Keith serves as Chief Executive Officer of Technology Leaders I
Management, Technology Leaders II Management and Radnor Venture Partners,
venture capital funds affiliated with Safeguard. Prior to his affiliation with
Safeguard in 1989, Mr. Keith held executive positions with Fidelity Bank for
over twenty years, most recently as vice chairman. Mr. Keith is also a Director
of Cambridge Technology Partners, Gandalf Technologies, Inc. and Wave
Technologies International, Inc. Mr. Keith has served as a Director of the
Company since November 1996.

        Mr. Kirby is an Executive Vice President of the Company and Chairman and
Chief Executive Officer of DirectAmerica. He has served as Chairman of the
Board, Chief Executive Officer and President of DirectAmerica since August 1994
and as Executive Vice President of the Company since its acquisition of
DirectAmerica in October 1995. Mr. Kirby previously served as Chairman of the
Board, Chief Executive Officer and President of CAPG from January 1991 until the
Company's acquisition of CAPG in October 1995.

        Mr. Levey serves as an Executive Vice President of the Company and Chief
Executive Officer of Positive Response Television, Inc. ("PRTV"), a wholly-owned
subsidiary of the Company which was acquired in May 1996. Mr. Levey founded PRTV
in 1988. From 1985 to 1989, Mr. Levey was employed by Twin Star Productions,
where he produced infomercials and developed fulfillment, outbound telemarketing
and product selection activities.

        Mr. Lubert has served as Managing Director of Radnor Venture Management
Company and of Technology Leaders Management, Inc., both of which are venture
capital management companies, since 1988. Mr. Lubert is a Director of CompuCom
Systems, Inc. Mr. Lubert has served as Director of the Company since December
1994.

        Mr. McAdams has served as Chief Executive Officer of Stratvis Corp.
since January 1997. Prior to such time, Mr. McAdams served as Chairman of the
Board and Chairman of the Executive Committee of the Company from September 1994
until December 1996. He was also Chief Executive Officer of the Company from
September 1994 to April 1995. From 1976 through November 1994, Mr. McAdams
served as President and Chief Executive Officer and continues to serve as a
Director of McAdams, Richman & Ong, Inc., a national advertising and design
firm. In 1994, he was named Chairman of such firm and continues in that role
today. Mr. McAdams has served as a Director of the Company since 1990.

        Mr. Meier serves as an Executive Vice President of the Company and Chief
Executive Officer of Prestige Marketing Limited ("Prestige") and Suzanne Paul
Holdings Pty Limited ("Suzanne Paul"), the Company's New Zealand and Australian
operating subsidiaries acquired in July 1996. Mr. Meier founded Prestige and
Suzanne Paul in 1991.

        Mr. Musser has served as Chairman of the Board of Directors and Chief
Executive Officer of Safeguard, since 1992. Mr. Musser is also a Director of
Sanchez Computer Associates and CompuCom Systems, Inc. Mr. Musser has served as
a Director of the Company since January 1997.

        Mr. Sisko presently serves as a Senior Vice President, Chief
Administrative Officer, Secretary and General Counsel of the Company. From
January 1996 to January 1997, Mr. Sisko was Vice President/Global Corporate
Development of the Company. Prior to joining the Company, Mr. Sisko was a
partner with Klehr, Harrison, Harvey, Branzburg & Ellers, Philadelphia,
Pennsylvania, outside legal counsel to the Company.

                                      -4-
<PAGE>
 
        Mr. Verratti has served as President and Chief Executive Officer of the
Company since May 1997. From January 1997 to May 1997, he served as Special
Adviser for Acquisitions to the Chairman and Chief Executive Officer of
Safeguard. Prior to joining Safeguard, from December 1988 to June 1990, Mr.
Verratti served as Chief Executive Officer of Total Care Systems, a congregate
care management company. Mr. Verratti is also President of Charlestown
Investments, Ltd., an investment company. Mr. Verratti also serves on the Boards
of Directors of CRW Financial and Multigen Inc. and is Chairman-elect of MRJ
Enterprise Solutions. Mr. Verratti has served as a Director of the Company since
May 1997.

        Mr. Yoskin has served as Chairman, Chief Executive Officer and a
Director of Tri-Arc Financial Services, Inc., a provider of specialized
insurance products to the financial services industry, since 1986. Prior to that
time, he worked in the insurance and banking industries with companies such as
Meritor Savings Bank, TransAtlantic Life Insurance Assurance Company and Royal
Oak Insurance Company. Mr. Yoskin has served as a Director of the Company since
June 1994.

                            SECTION 16(a) COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and Directors and persons who own more than ten percent of
the Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the New York and Philadelphia
Stock Exchanges. Officers, Directors and greater than ten-percent owners are
required by the Securities and Exchange Commission regulations to furnish the
Company with copies of all Section 16(a) forms they file.

        Based solely on the Company's review of the copies of such forms
received by it, the Company believes that, during the fiscal year ended March
31, 1997, all filing requirements applicable to its officers, Directors and
greater than ten-percent owners were complied with.

                                      -5-
<PAGE>
 
Item 11.  EXECUTIVE COMPENSATION

        The following Summary Compensation Table sets forth the cash
compensation and certain other components of the compensation received by (i)
Mark P. Hershhorn, the former President and Chief Executive Officer of the
Company, and (ii) the other four most highly compensated executive officers of
the Company during the fiscal year ended March 31, 1997 for each of the fiscal
years ended March 31, 1995, 1996 and 1997.

                           Summary Compensation Table
<TABLE>
<CAPTION>
 
                                                                                                             Long-term
                                                      Annual Compensation                                   Compensation
                                          -----------------------------------------------  -----------------------------------------
                                                                                 Other      Restricted   Securities        All
Name and                                   Fiscal                               Annual        Stock      Underlying        Other
Principal Position                          Year       Salary   Bonus(1)     Compensation    Awards(2)    Options    Compensation(3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>       <C>        <C>              <C>          <C>         <C>
                                      
Mark P. Hershhorn(4)                        1997      $542,022         0             0               0     250,000(5)    $1,224,453
Former President and Chief                  1996      $439,964  $195,464             0        $195,476           0       $   11,642
Executive Officer                           1995      $254,451         0             0               0     450,000       $    4,626
                                                                                           
David Carman (6)                            1997      $210,850         0      $ 73,355(7)            0     250,000       $  310,679
Former Executive Vice President of the      1996      $374,018  $165,973      $ 87,386(7)     $165,957           0       $   53,058
Company, President and Chief Executive      1995      $350,000         0      $132,495(7)            0           0       $   30,873
Officer of Quantum and Director                                                            
                                                                                           
Constantinos I. Costalas(8)                 1997      $318,078         0             0               0     250,000(9)    $    8,730
Vice Chairman of the Board                  1996      $212,500  $159,198             0        $159,209     140,000(9)    $    8,730
and Chief Operating Officer                 1995      $ 60,000         0             0               0           0       $    8,730
                                                                                           
John W. Kirby(10)                           1997      $300,000         0             0               0      30,000       $   32,255
Executive Vice President of the             1996      $133,957  $ 42,972             0        $ 42,966           0       $      996
Company and Chairman and Chief                                                             
Executive Officer of DirectAmerica                                                         
                                                                                           
Brian McAdams(11)                           1997      $292,248         0             0               0     250,000       $  655,384
Director; Former Chairman                   1996      $287,496  $213,911             0        $213,906     210,000       $   11,376
of the Board and Chairman                   1995      $ 74,748         0             0               0      90,000       $    4,925
of the Executive Committee
</TABLE>

-----------------------

(1)   Bonuses (which include cash payments and awards of Common Stock as set
      forth under Restricted Stock Awards) have been included in the year
      earned, portions of which were actually paid in the following fiscal year.
(2)   Consists of awards made pursuant to the Company's Management Incentive
      Plan (the "Incentive Plan") for the 1996 fiscal year. All such shares of
      Common Stock were issued during the 1997 fiscal year and were vested at
      the time of issuance. Such officers received the following number of
      shares of Common Stock which has been valued based upon a closing price of
      $16.50 per share on March 29, 1996, the date of grant. Mr. Hershhorn,
      11,847 shares; Mr. Carman, 10,058 shares; Mr. Costalas, 9,649 shares; Mr.
      Kirby, 2,604 shares; and Mr. McAdams, 12,964 shares.
(3)   Amounts for fiscal 1997 consist of (i) severance payments made or accrued
      for:  Mr. Hershhorn, $1,219,067; Mr. Carman, $250,662; and Mr. McAdams,
      $650,000; (ii) the Company's contributions under a defined contribution
      retirement arrangement for Mr. Carman, $60,017; (iii) the Company's
      contribution under a 401(k) plan for:  Mr. Hershhorn, $502; and Mr.
      McAdams, $459; (iv) the Company's insurance premiums for supplemental life
      insurance for:  Mr. Hershhorn, $4,884; Mr. Costalas, $8,730; Mr. Kirby,
      $5,530; and Mr. McAdams, $4,925; (v) the Company's payment of moving
      expenses for Mr. Kirby, $25,000; and (vi) payments by the Company for use
      of Mr. Kirby's automobile, $1,725. Amounts for fiscal 1996 consist of (i)
      the Company's contributions under a defined contribution retirement
      arrangement for Mr. Carman:  $51,458; (ii) the Company's contribution 
      under a 401(k) plan for: Mr. Hershhorn, $6,672 and Mr. McAdams, $6,451;
      (iii) the Company's insurance premiums for supplemental life insurance
      for:  Mr. Hershhorn, $4,970; Mr. Carman, $1,600; Mr. Costalas, $8,730; and
      Mr. McAdams, $4,925 and (iv) payments by the Company for use of Mr.
      Kirby's automobile. Amounts for fiscal 1995 consist of (i) the Company's
      contributions under a defined contribution retirement arrangement for Mr.
      Carman:  $29,350, (ii) the Company's contribution under a 401(k) plan for:
      Mr. Hershhorn, $96; and (iii) the Company's insurance premiums for
      supplemental life insurance for: Mr. Hershhorn, $4,530; Mr. Carman,
      $1,523; Mr. Costalas, $8,730; and Mr. McAdams, $4,925.
(4)   Mr. Hershhorn served as Chief Executive Officer of the Company from April
      1995 until April 1997.
(5)   Such options lapsed in connection with Mr. Hershhorn's separation from the
      Company.

                                      -6-
<PAGE>
 
  (6)  Mr. Carman resigned from the Company in October 1996.  Payments to Mr.
       Carman include compensation received from Quantum.
  (7)  Represents an allowance for overseas housing.
  (8)  Mr. Costalas became an executive officer of the Company in November 1994.
  (9)  In connection with the execution of an amendment to Mr. Costalas'
       employment agreement with the Company in April 1997, such options were
       subsequently canceled and replaced by options to purchase 195,000 shares
       of Common Stock.
  (10) Mr. Kirby joined the Company during the Company's 1996 fiscal year.
  (11) Mr. McAdams became an executive officer of the Company in November 1994.


  Stock Options

    The following table sets forth certain information concerning options to
  purchase Common Stock of the Company granted to the executive officers named
  in the Summary Compensation Table in the fiscal year ended March 31, 1997.

<TABLE> 
<CAPTION> 

                                    Option Grants in Last Fiscal Year
                                                                                 Potential Realizable Value
                                                                                 at Assumed Annual Rates of
                                                                                   Stock Price Appreciation
                                             Individual Grants                       for Option Term (1)
                                ----------------------------------------------------------------------------
                                             % of Total
                                 Number of   Options
                                 Securities  Granted to
                                 Underlying  Employees
                                  Options   in Fiscal  Exercise  Expiration
             Name                 Granted     Year      Price       Date             5%           10%
             -----------------------------------------------------------------------------------------------
<S>                               <C>       <C>        <C>       <C>            <C>             <C>
Mark P. Hershhorn...............  250,000(2)  6.38%  $16.375/sh   7/25/06                   0             0
David Carman....................  250,000(2)  6.38%  $16.375/sh   7/25/06                   0             0
Constantinos I. Costalas........  250,000(3)  6.38%  $16.375/sh   7/25/06       $   2,574,536   $ 6,524,382
John W. Kirby...................   30,000(4)     *    $8.325/sh   7/25/06       $     157,066   $   398,037
Brian McAdams...................  250,000     6.38%  $16.375/sh  12/31/98       $     419,609   $   859,687
</TABLE> 
------------------------
*   Less than 1%.

(1) Potential Realizable Values are based on an assumption that the stock price
    of the Common Stock starts equal to the exercise price shown for each
    particular option grant and appreciates at the annual rate shown (compounded
    annually) from the date of grant until the end of the term of the option.
    These amounts are reported net of the option exercise price, but before any
    taxes associated with exercise of the subsequent sale of the underlying
    stock. The actual value, if any, an option holder may realize will be a
    function of the extent to which the stock price exceeds the exercise price
    on the date the option is exercised and also will depend on the option
    holder's continued employment through the vesting period. The actual value
    to be reached by the option holder may be greater or less than the values
    estimated in this table.

(2) Such options lapsed in connection with such officer's separation from the
    Company.

(3) In connection with the execution of an amendment to Mr. Costalas' employment
    agreement with the Company in April 1997, such options (along with options
    to purchase 140,000 shares of Common Stock previously granted to Mr.
    Costalas) were subsequently canceled and replaced by options to purchase
    195,000 shares of Common Stock at an exercise price of $7.00 per share.

(4) Such options were granted in replacement of options to purchase 60,000
    shares of Common Stock originally granted in July 1996.

                                      -7-
<PAGE>
 
       The following table sets forth certain information concerning the
  exercise in the fiscal year ended March 31, 1997 of options to purchase Common
  Stock of the Company by the executive officers named in the Summary
  Compensation Table and the unexercised options to purchase Common Stock of the
  Company held by such individuals at March 31, 1997. Year-end values are based
  upon the closing market price per share of the Company's Common Stock on March
  31, 1997 of $8.50.

                Aggregated Option Exercises in Last Fiscal Year
                            and FY-End Option Values
<TABLE>
<CAPTION>
                                                                         Number of Securities
                                                                        Underlying Unexercised        Value of Unexercised
                                                                               Options at             In-the-Money Options
                                                                                FY-End(#)               at FY-End ($)(1)
                                                                      ----------------------------  ------------------------
                                       Shares
                                     Acquired on           Value
            Name                      Exercise          Realized (1)  Exercisable  Unexercisable  Exercisable  Unexercisable
----------------------------------------------------------------------------------------------------------------------------
  <S>                                <C>                <C>           <C>          <C>            <C>          <C>
  Mark P. Hershhorn.........                     0                0             0        250,000            0              0
  David Carman..............               200,000       $1,125,000             0              0            0              0
  Constantinos I. Costalas..                     0                0        26,667        303,333            0              0
  John W. Kirby.............                     0                0             0         30,000            0         $5,250
  Brian McAdams.............                     0                0       465,000              0            0              0
</TABLE>
------------------------

  (1) Values are calculated by subtracting the exercise price from the fair
      market value as of the exercise date or fiscal year end, as appropriate.
      Values are reported before any taxes associated with exercise or
      subsequent sale of the underlying stock.

  Employment Contracts, Termination of Employment and Change-in-Control
  Arrangements

       Mark P. Hershhorn

       On April 24, 1997, the Company entered into a separation agreement with
  Mark P. Hershhorn, the Company's former President and Chief Executive Officer,
  and a former Director of the Company.  Pursuant to the separation agreement,
  Mr. Hershhorn was provided sixty (60) days' prior written notice of
  termination pursuant to the terms of his employment agreement with the
  Company. The separation agreement served as formal notice of Mr. Hershhorn's
  resignation as an officer and/or director of the Company and of each
  subsidiary and affiliate of the Company. The separation agreement provides, in
  accordance with the termination provisions of his prior employment agreement,
  that Mr. Hershhorn will be paid $550,000 per annum until June 22, 1999.
  Additionally, the separation agreement requires the Company to maintain
  through August 30, 1998 all employee benefit plans and programs provided to
  Mr. Hershhorn during his employment with the Company, with the exception of
  the Company's stock option plans and bonus plans, including the Company's
  Incentive Plan. Mr. Hershhorn also has agreed to consult and cooperate with
  the Company in connection with any litigation or business which arose during
  Mr. Hershhorn's tenure with the Company.

       Constantinos I. Costalas

       On April 28, 1997, the Company entered into an amended and restated
  employment agreement with Mr. Costalas. Pursuant to the agreement, as
  subsequently amended, Mr. Costalas is employed as Vice Chairman of the Company
  for term ending on September 27, 1998, at an annual minimum base salary of
  $325,000. The term of the agreement will be automatically extended for
  successive one-year periods after the expiration of the initial term unless
  terminated by either party upon six months' written notice prior to the end of
  the then current period. Mr. Costalas is entitled to participate in the
  Company's Incentive Plan and its other executive compensation programs. The
  Company maintains $1,000,000 of insurance on the life of Mr. Costalas, which
  is payable to beneficiaries designated by Mr. Costalas, pays certain of Mr.
  Costalas's club dues and pays Mr. Costalas an automobile allowance. Pursuant
  to this employment agreement, Mr. Costalas was granted options to purchase up
  to 195,000 shares of Common Stock in replacement of options to purchase
  390,000 shares of Common Stock held by Mr. Costalas at the time the employment
  agreement was executed. The replacement options are exercisable at a price of
  $7.00 per share and vest in annual one-third increments, beginning on April
  28, 1997. All of such options expire on April 28, 2007.

       The agreement provides that either party may terminate the agreement upon
  sixty (60) days' prior written notice. If the Company terminates the agreement
  without Cause (as defined in the agreement) or if Mr. Costalas terminates the
  agreement for Good Reason (as defined in the agreement), the Company will be
  required to (i) pay Mr. Costalas, in installments, an amount equal to the base
  salary payable during the remainder of the term plus six months after the end
  of such term, and (ii) maintain his employee benefits for the remainder of the
  term plus a period

                                      -8-
<PAGE>
 
  of six months. The agreement also provides that, in the event of the
  termination of Mr. Costalas' employment upon the occurrence of a Change of
  Control (as defined in the agreement), Mr. Costalas will be entitled to
  receive, within thirty (30) days of the Change of Control, a lump-sum payment
  in an amount equal to three years' base salary at the then current amount and
  a lump-sum payment representing the annual bonuses to which Mr. Costalas would
  otherwise have been entitled through the remainder of the term based on the
  last annual bonus received by Mr. Costalas in the prior fiscal year. In
  addition, Mr. Costalas will be entitled to the continuation of certain
  allowances and benefits for the remainder of the term and the immediate
  vesting of all unvested stock options. If Mr. Costalas' employment is not
  terminated within thirty (30) days after a Change of Control, his employment
  agreement shall automatically be extended for an additional three years from
  the date of the Change of Control. Pursuant to the agreement, the Company has
  also agreed to indemnify Mr. Costalas in his capacity as an officer and
  Director of the Company to the maximum extent permitted by law and to make
  advances to Mr. Costalas for his expenses (including attorneys' fees) incurred
  in defending any civil, criminal, administrative or investigative action, suit
  or proceeding upon receipt by the Company of an undertaking by or on behalf of
  Mr. Costalas to repay such amounts if it is ultimately determined that Mr.
  Costalas is not entitled to such indemnification.

       John W. Kirby

       On October 24, 1995, in connection with the Company's acquisition of
  DirectAmerica Corporation ("DirectAmerica"), the Company's DirectAmerica
  subsidiary entered into an employment with Mr. Kirby pursuant to which Mr.
  Kirby serves as Chairman and Chief Executive Officer of DirectAmerica and as
  Executive Vice President of the Company for a five year term at an annual
  minimum base salary of $300,000.  The term of the agreement is subject to
  automatic one-year extensions after the expiration of the initial term unless
  terminated by either party upon six months' written notice prior to the end of
  the then current period.  Mr. Kirby is entitled to participate in the
  Company's Incentive Plan, the DirectAmerica Bonus Plan and the Company's other
  executive compensation plans.  The Company maintains $1,000,000 of insurance
  on the life of Mr. Kirby, which is payable to beneficiaries designated by Mr.
  Kirby, pays certain of Mr. Kirby's club dues and pays Mr. Kirby an automobile
  allowance.

       The agreement provides that Mr. Kirby may terminate the agreement upon
  ninety (90) days' prior written notice effective as of the third anniversary
  of the agreement.  In the event Mr. Kirby terminates this agreement on account
  of a material breach of the Agreement by the Company, or if Mr. Kirby is
  terminated by the Company without Cause (as defined in the agreement), the
  Company will be required to pay Mr. Kirby, in installments, an amount equal
  his full base salary payable during the remainder of the term, and to maintain
  his employee benefits for the remainder of the term. The agreement also
  provides that in the event of a Change of Control (as defined in the
  agreement) of the Company, Mr. Kirby may terminate this Agreement by giving
  the Company thirty (30) days' written notice.  Pursuant to the agreement,
  DirectAmerica has agreed to indemnify Mr. Kirby in his capacity as an officer
  of the Company to the maximum extent permitted by law and to pay Mr. Kirby's
  expenses (including attorneys' fees) incurred in defending any civil,
  criminal, administrative or investigative action, suit or proceeding upon
  receipt by the Company of an undertaking by or on behalf of Mr. Kirby to repay
  such amounts if it is ultimately determined that Mr. Kirby is not entitled to
  such indemnification.

       Brian McAdams

       On December 19, 1996, in connection with his resignation from the
  Company, the Company entered into a consulting agreement with Mr. McAdams, the
  former Chairman of the Board of Directors and Chairman of the Executive
  Committee of the Board of Directors of the Company, pursuant to which Mr.
  McAdams agreed to provide consulting services to the Company from December
  1996 through December 1998.

       Mr. McAdams agreed to devote up to twenty (20) hours per month of his
  time and skill to the Company during the term of the consulting agreement.  In
  consideration for such services, Mr. McAdams receives annual compensation of
  $100,000.  The Company also agreed to make annual payments of $300,000 to Mr.
  McAdams during the term of the consulting agreement in consideration of the
  termination of Mr. McAdams' employment agreement with the Company, to maintain
  certain employee benefits, including Mr. McAdams' life insurance, during the
  term of the consulting agreement, and to provide up to $50,000 in outplacement
  fees to Mr. McAdams.

       In connection with Mr. McAdams' agreement to provide consulting services
  to the Company, the Company agreed to accelerate all stock options held by Mr.
  McAdams, provided Mr. McAdams exercises such options, if at all, prior to
  December 31, 1998.

       David Carman

       Mr. Carman is no longer compensated pursuant to any agreement with the
  Company.

                                      -9-
<PAGE>
 
  Compensation of Directors

       Each Director who is not an employee of the Company is paid an annual
  cash fee of $25,000 a year for his or her service as a Director, and an
  additional $1,000 in cash per calendar quarter for each committee on which he
  or she serves, subject to an adjustment based on attendance at committee
  meetings during each quarter.  A Director may also receive an additional
  $2,000 in cash per year for service as a committee chairman, over and above
  the payment for committee service. Directors who are employees of the Company
  do not receive additional compensation for their service on the Board or on
  any committee thereof.

       During the fiscal year ended March 31, 1997, the Company granted shares
  of Common stock to non-employee Directors pursuant to the Director's Stock
  Grant Plan valued at approximately $491,000, based on the fair market value of
  such shares of Common Stock on the date of grant, and incurred other expenses
  of approximately $250,000 for Directors' fees during the fiscal year.

                                      -10-
<PAGE>
 
  Options

       The Company also granted an aggregate of 300,000 options to purchase
  Common Stock to six non-employee Directors following the election of such
  Directors to the Company's Board of Directors in July 1996.  Each non-employee
  Director received 50,000 options at an exercise price of $16.375 per share.
  Subject to such Director's continued membership on the Company's Board of
  Directors, such options vest on April 25, 2001, subject to certain provisions
  for accelerated vesting, including a change of control of the Company,
  attainment of certain trading prices for the Company's Common Stock or
  achievement of certain earnings per share ratios.  In June 1997, each non-
  employee Directors exchanged such options for 25,000 options, exercisable at a
  price of $7.25 per share, with the same vesting schedule.
 
  Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       On June 24, 1997, there were outstanding and entitled to vote
  approximately 24,965,534 shares of Common Stock and 92,500 shares of Series B
  Preferred Shares (each of which is convertible into ten (10) shares of Common
  Stock).  The following table sets forth certain information at June 24, 1997
  with respect to the beneficial ownership of shares of Common Stock by (i) each
  Director, (ii) each executive officer of the Company and (iii) all Directors
  and executive officers of the Company as a group. Except for John W. Kirby,
  Michael S. Levey and Paul Meier, the address for each such person is Eleven
  Penn Center, Suite 1100, 1835 Market Street, Philadelphia, Pennsylvania.  The
  address for Mr. Kirby is 15821 Ventura Boulevard, Los Angeles, California.
  The address for Mr. Levey is 17280 Oakview Drive, Encino, California.  The
  address for Paul Meier is 531 Great South Road, Penrose, Auckland, New
  Zealand.

                        Number of Issued and Outstanding
                             Shares of Stock Owned
<TABLE>
<CAPTION>
                                                             of Shares           Percent of                       
                                            Series B      of Common Stock       Common Stock        Percent of  
                                Common      Preferred       Beneficially        Beneficially       Total Voting 
          Name(1)             Stock(2)(3)     Stock           Owned(4)           Owned(5)(6)       Power(5)(7)
          ----------------------------------------------------------------------------------------------------- 
  <S>                        <C>            <C>           <C>                <C>                   <C>            
  Paul R. Brazina..........     25,000              0          25,000                 *                *
  Constantinos I. Costalas.     84,616              0          84,616                 *                *
  Albert R. Dowden.........      8,000              0           8,000                 *                *
  Michael J. Emmi..........     12,000              0          12,000                 *                *
  William M. Goldstein.....     20,000              0          20,000                 *                *
  Frederick S. Hammer......     90,000          2,500         115,000                 *                *
  Robert E. Keith, Jr. (8).     25,000              0          25,000                 *                *
  John W. Kirby............    339,784              0         339,784               1.4%             1.3%
  Michael S. Levey.........    700,026              0         700,026               2.8%             2.7%
  Ira M. Lubert (8)........    137,500              0         137,500                 *                *
  Brian McAdams............    518,114              0         518,114               2.0%             2.0%
  Paul Meier (9)...........    787,879              0         787,879               3.2%             3.0%
  Warren V. Musser.........     60,000          5,000         110,000                 *                *
  Brian J. Sisko...........     10,884              0          10,884                 *                *
  Robert N. Verratti (10)..          0              0               0                 *                *
  Jon W. Yoskin II.........    117,952              0         117,952                 *                *
  All executive officers and 
   Directors as a group....  2,936,755          7,500       3,011,755              12.0%            11.6%
   (16 persons)
</TABLE>
-----------------------------
  *Less than 1%.

  (1)  To the Company's knowledge, each Director and executive officer listed
       above has sole voting and investment power (with his spouse, in certain
       circumstances) with respect to all shares indicated as beneficially owned
       by such Director or executive officer.
  (2)  Includes shares which may be acquired upon the exercise of immediately
       exercisable outstanding stock options in accordance with Rule 13d-3 under
       the Securities Exchange Act of 1934 as follows: Mr. Brazina, 25,000; Mr.
       Costalas, 51,667; Mr. Hammer, 50,000; Mr. Levey, 100,000; Mr. McAdams,
       460,000; Mr. Sisko, 5,000; Mr. Verratti, 150,000, and Mr. Yoskin, 25,000;
       and all executive officers and Directors as a group, 866,667.
  (3)  Includes shares which may be acquired upon the exercise of immediately
       exercisable warrants in accordance with Rule 13d-3 under the Securities
       Exchange Act of 1934 as follows: Mr. Hammer, 30,000; Mr. Lubert, 65,000;
       and Mr. Musser, 60,000 and all executive officers and Directors as a
       group, 155,000.
  (4)  In accordance with Rule 13d-3, includes shares of Common Stock issuable
       upon the conversion of Series B Preferred Stock.
  (5)  All percentages are rounded to the nearest tenth of a percent.
  (6)  Based on 24,965,534 shares issued and outstanding as of June 24, 1997, as
       determined in accordance with Rule 13d-3.
  (7)  Based on 25,890,534 shares issued and outstanding as of June 24, 1997,
       including all shares of Common Stock owned and all shares of Common Stock
       issuable upon exercise of Series B Preferred Stock owned, but not
       including options to purchase Common Stock or warrants exercisable into
       Common Stock.
  (8)  Messrs. Keith and Lubert are general partners of Technology Leaders II
       Management, L.P., the general partner of Technology Leaders II L.P. and
       Technology Leaders II Offshore C.V. ("TLM"). The holdings of TLM are set
       forth under "Security Ownership of Certain Beneficial Owners." Messrs.
       Keith and Lubert disclaim beneficial ownership of all but such person's
       derived proportionate pecuniary interest in such securities.
  (9)  Includes shares of Common Stock held by entities which are controlled by
       Mr. Meier.
  (10) Does not include 750,000 options to purchase Common Stock which, it is
       anticipated, will be issued to Mr. Verratti upon the final negotiation
       and execution of a written employment agreement.




<PAGE>
 
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

       The following table sets forth certain information at June 24, 1997
  with respect to each person, known by the Company to beneficially own more
  than 5% of the Common Stock as determined in accordance with Rule 13d-3. The
  information set forth below is derived, without independent investigation on
  the part of the Company, from the most recent filings made by such persons on
  Schedule 13D and Schedule 13G pursuant to Rule 13d-3.

                        Number of Issued and Outstanding
                             Shares of Stock Owned
<TABLE>
<CAPTION>
 
                                                                 Total Number
                                                                 of Shares of     Percent of
                                                    Series B     Common Stock    Common Stock       Percent of
                                     Common        Preferred     Beneficially     Beneficially      Total Voting
           Name(1)                  Stock(2)         Stock         Owned(3)       Owned(4)(5)       Power(4)(6)
           -------------------------------------------------------------------------------------------------------
  <S>                              <C>             <C>           <C>             <C>                <C>
  John J. Turchi, Jr. ........     1,543,265             0        1,543,265          6.2%              6.0%
  1700 Walnut Street                             
  Philadelphia, PA  19103                        
                                                 
  McCullough, Andrews.........     2,241,932             0        2,241,932          9.0%              8.7%
  & Cappiello, Inc. (7)                                      
  101 California Street                                      
  Suite 4250                                                 
  San Francisco, CA 94111                                    
                                                             
  Safeguard Group(8)(9).......     3,227,500        85,000        4,077,500         15.8%             15.7%
  800 The Safeguard Building                                 
  435 Devon Park Drive                                       
  Wayne, PA 19087                                            
                                                             
  (a) Safeguard Scientifics, .     2,250,000        50,000        2,750,000         10.8%             10.6%
        Inc.(9)(10)                                          
                                                             
  (b) Technology Leaders......     1,100,000             0        1,100,000          4.4%              4.2%
         II Management                                       
         L.P.(9)(11)..........                               
                                                             
  (c) Warren V. Musser........        60,000         5,000          110,000             *                 *
                                                             
  (d) Robert E. Keith, Jr.....        25,000             0           25,000             *                 *
                                                                                        
  (e) Ira M. Lubert(9)........       137,500             0          137,500             *                 *
                                                                                        
  (f) Gary Anderson...........             0         1,250           12,500             *                 *
                                                                                        
  (g) Charles Andes(9)........        32,500             0           32,500             *                 *
 
-------------------
</TABLE>
  * Less than 1%

  (1) To the Company's knowledge, except as otherwise indicated in the footnotes
      to this table, each of the persons named in this table has sole voting and
      investment power with respect to all shares of Common Stock reported as
      beneficially owned by such person.
  (2) In accordance with Rule 13d-3, includes shares which may be acquired upon
      the exercise of immediately exercisable outstanding stock options and
      warrants.
  (3) In accordance with Rule 13d-3, includes shares of Common Stock issuable
      upon the conversion of Series B Preferred Stock.
  (4) All percentages are rounded to the nearest tenth of a percent.
  (5) Based on 24,965,534 shares issued and outstanding as of June 24, 1997, as
      determined in accordance with Rule 13d-3.
  (6) Based on 25,890,534 shares issued and outstanding as of June 24, 1997,
      including all shares of Common Stock owned and all shares of Common Stock
      issuable upon exercise of Series B Preferred Stock owned, but not
      including options to purchase Common Stock and warrants exercisable into
      Common Stock.

                                      -12-


<PAGE>
 
  (7)  Based on information contained in a Schedule 13G dated February 18, 1997.
  (8)  Based on information provided by the Safeguard Group.
  (9)  Includes shares which may be acquired upon the exercise of immediately
       exercisable warrants in accordance with Rule 13d-3 under the Securities
       Exchange Act of 1934.
  (10) All shares listed as beneficially owned by Safeguard are held in the name
       of Safeguard Scientifics (Delaware), Inc. ("SSD"). SSD is a wholly owned
       subsidiary of Safeguard. Safeguard and SSD each have shared voting and
       investment power with respect to such shares.
  (11) All shares listed as beneficially owned by TLM are held in the name of
       Technology Leaders II L.P. and Technology Leaders II Offshore C.V. TLM is
       the general partner of each of such entities has sole voting and
       investment power with respect to such shares.

  Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       Set forth below is a description concerning transactions which may not
  otherwise be described herein by and between the Company and/or its affiliates
  and other persons or entities affiliated with the Company or its affiliates.
  The Company is of the view that each of such transactions was on terms no less
  favorable to the Company than would otherwise have been available to the
  Company in transactions with unaffiliated third parties, if available at all.

  Lease of Office Space

       During a portion of the Company's most recently completed fiscal year,
  the Company leased office space for its principal executive offices in
  Philadelphia, Pennsylvania from Mergren Associates ("Mergren"), a company
  owned by John J. Turchi, Jr., a former director and executive officer of the
  Company, and at present, according to the latest public filings made by Mr.
  Turchi, one of the Company's largest shareholders.  The lease, which commenced
  in November 1992 provided for the Company to rent approximately 29,795 square
  feet. The rent paid for such office space was $14.75 per square foot.  An
  independent real estate firm engaged by the Company determined that the lease
  was based on fair market conditions at the time of inception.  At the time the
  Company moved out of such building into its current offices, the Company
  entered into an agreement relating to the departure of the Company from the
  leased space prior to the specified remaining term of the lease.  Pursuant to
  such agreement, the Company paid to Mergren approximately $376,000 in
  satisfaction of all rent and other amounts due under the lease.

       Paul Meier, an executive officer of the Company, is the owner of the
  facilities leased by the Company's Prestige subsidiary for its operations in
  Auckland, New Zealand.  Such facilities consist of approximately 1245 square
  meters of office space and 2447 square meters of warehouse space which
  Prestige presently leases at the annual rate of NZ$296,000 (approximately
  US$205,000 as of March 31, 1997) plus GST. Such payments are guaranteed by the
  Company. The lease expires on March 31, 2016. An independent firm engaged by
  the Company determined that such lease is fair, based on market conditions.

  Promissory Notes

       Under the Company's 1988 Stock Option Plan and 1991 Stock Option Plan,
  participants may be entitled, in the discretion of the Company's Compensation
  Committee at the time of grant, to purchase shares of Common Stock issued upon
  the exercise of options through a nominal cash payment and the delivery of a
  promissory note (a "Note") to the Company for the balance of the exercise
  price. Interest on the Notes is payable quarterly. The interest rate and term
  of the Notes vary depending upon the option plan specifications at the time
  the Notes were issued. Notes must be paid down proportionately as Common Stock
  purchased in connection with their issuance is sold. If a Note maker's
  employment is terminated before the Note has been paid in full, the Note is
  due at such time.  During the fiscal year ended March 31, 1997, one of the
  Company's former executive officers had an outstanding balance on a Note
  issued to the Company pursuant to the terms of the Plan.  On January 24, 1996,
  in connection with the exercise of certain Common Stock purchase options by
  Mr. Carman, a former executive officer of the Company, Mr. Carman executed a
  Note in favor of the Company in the principal amount of $472,642 bearing
  interest at a rate of 5.50% per annum.  The Note was fully repaid by Mr.
  Carman on June 7, 1996 through the delivery to the Company of an aggregate of
  25,220 shares of Common Stock, valued at $19.125 per share, the closing price
  of the Common Stock as reported on the New York Stock Exchange on such date.

       In addition to the foregoing, and unrelated to the Company's stock option
  plan, during the fiscal year ended March 31, 1997 the Company advanced funds
  to certain executive officers of the Company and accepted notes in return,
  bearing interest at a rate of 8.0% per annum, as follows: Constantinos I.
  Costalas: $155,000; and John W. Kirby: $175,000. Such amounts were outstanding
  at March 31, 1997 and as of the date hereof. The notes were issued in
  connection with the exercise of stock options and other stock transactions.
  Also, at March 31, 1997, the Company had advanced approxiamately $8,600 to
  Mr. Costalas, which has been subsequently repaid. At all times during the
  fiscal year ended March 31, 1997, Mr. Kirby also held an advance from the
  Company in the amount of $18,000, bearing no interest, which was advanced to
  him for personal financial reasons in November 1995. Mr. Kirby also acts as
  surety for a debt owing to the Company in the principal amount of
  approximately $32,000, plus accrued interest, which remains outstanding
  as of the date hereof.

       At the time of the Company's acquisition PRTV in May 1996, Michael Levey,
  an executive officer of the Company, had a note outstanding to PRTV in the
  principal amount of approximately $72,771.21.  Such amount, together

                                      -13-



<PAGE>
 
  with additional accrued interest, was due to be repaid December 31, 1996, but
  was still outstanding at March 31, 1997 and as of the date hereof.  The total
  amount due under such note as of June 30, 1997 was $42,992.26.

  Other Matters

       McAdams, Richman & Ong, an advertising firm of which Mr. McAdams, the
  Company's former Chairman of the Board and Chairman of the Executive
  Committee, and a present Director of the Company, was the President and CEO,
  and is currently Chairman of the Board and a director, performed certain
  services for the Company in connection with the preparation of various reports
  and other matters. McAdams, Richman & Ong has been paid approximately $310,291
  for such services since April 1, 1996.

       The Outsourcing Partnership, in which Mr. Lubert holds an interest,
  performed internal audit services for the Company.  Such services consisted of
  analysis of the Company's management information systems and certain other
  financial analysis.  The Company paid The Outsourcing Partnership
  approximately $111,091 since April 1, 1996.

       Align, Inc., an information systems consulting firm which is affiliated
  with Safeguard, has provided consulting services during the past five months
  to the Company in connection with which it has been paid an aggregate of
  $52,627 and has incurred an additional $75,000 in unpaid fees.

       In connection with the development and production of three infomercials
  relating to products/services developed by or with companies affiliated with
  three of the Company's current or former directors, the Company expended
  approximately:  $122,195 (Charles Andes, former Director); $268,633 (Mr.
  Hammer); and $322,149 (Messrs. Hammer and Yoskin), respectively.  None of such
  amounts were paid to such Directors or their affiliates.

       Mr. Levey wife's is employed as a Vice President of PRTV at an annual
  salary of $200,000; his brother is employed by PRTV at an annual salary of
  $89,500; and, during the 1997 fiscal year and thereafter until July 3, 1997,
  his mother-in-law was employed by PRTV at an annual salary of $32,550.  Mr.
  Levey's son also does business with the Company.  As of the date hereof, the
  Company had an overdue account receivable from Mr. Levey and his company in
  the aggregate amount of $26,200.

  Indemnification Payments

       During the period April 1, 1996 to the present, the Company has assumed
  and paid defense costs and/or made required indemnification payments on behalf
  of present and former officers and Directors in connection with securities
  class and derivative actions against the Company and such individuals which
  were pending during the period between April 1, 1996 and the present.  The
  Company may be required to pay additional amounts in connection with these
  actions.



                                      -14-
<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 Amendment No. 1 to
  Form 10-K to be signed on its behalf by the undersigned, thereunto duly
  authorized.

                                     NATIONAL MEDIA CORPORATION 
                                    
Date:  July 28, 1997                 /s/ Robert N. Verratti
                                     ------------------------
                                     Robert N. Verratti
                                     President, Chief Executive Officer
                                     (Principal Executive Officer) and Director