SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

   
                               AMENDMENT NO. 2 TO
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
    

               For the quarterly period ended: September 30, 1996

                         Commission File Number: 0-20806

                                 FIRSTMARK CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)


                 Maine                                   01-0389195
      (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
   of Incorporation or Organization)

                           222 Kennedy Memorial Drive
                             Waterville, Maine 04901
                    (Address of Principle Executive Offices)

                                 (207) 873-6362
                (Issuer's Telephone Number, Including Area Code)


         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 _____ 

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

   
          2,068,990 shares of common stock, par value $0.20 per share,
                      outstanding as of September 30, 1996
    




<PAGE>



FIRSTMARK CORP.


TABLE OF CONTENTS

===============================================================================

                                                                        Page No.
                                                                        --------

Part I.  Financial Information

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheet
         September 30, 1996 and June 30, 1996 ...........................    3

   
         Condensed Consolidated Statements of Operations
         Three Months Ended September 30, 1996 and 1995 .................    5
    
   
         Condensed Consolidated Statements of Cash Flows
         Three Months Ended September 30, 1996 and 1995 .................    6
    
         Notes to Condensed Consolidated Financial Statements ...........    8

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operation ..............................   10


Part II  Other Information

         Item 1.  Legal Proceedings .....................................   13

         Item 2.  Change in Securities ..................................   13

         Item 3.  Defaults Upon Senior Securities .......................   13

         Item 4.  Submission of Matters to a Vote of Security Holders....   13

         Item 5.  Other Information .....................................   13

         Item 6.  Exhibits and Reports on Form 8-K ......................   13




                                      -2-
<PAGE>



                         PART I -- FINANCIAL INFORMATION


FIRSTMARK CORP.

Condensed Consolidated Balance Sheets

===============================================================================

ASSETS

                                              September 30, 1996  June 30, 1996
                                                  (Unaudited)         *

   
Cash and cash investments                          $ 1,757,217   $ 1,707,327
Accounts and Notes Receivables - trade, net          1,085,595     1,285,212
Accounts and Notes Receivables - related parties       235,365       263,051
Income taxes receivables                               537,263       436,910
Marketable securities:
     Trading                                           348,108       386,470
     Held for Sale                                   1,176,239     1,355,376
     Held to Maturity                                1,997,557     2,000,536
Venture capital investments, net                     2,174,638     2,026,176
Real estate and other investments                    1,628,218     1,611,455
Title plant                                          3,544,243     3,544,243
Property, plant and equipment, net                   1,096,124     1,130,572
Excess of cost over fair value                       1,115,221     1,111,777
Deferred tax asset                                     829,591       829,591
Other assets                                           178,239       263,361
                                                   -----------   -----------
                                                   $17,703,618   $17,952,057
                                                   ===========   ===========
    




                                      -3-
<PAGE>




FIRSTMARK CORP.

Condensed Consolidated Balance Sheets

===============================================================================
<TABLE>

LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>

                                                        September 30, 1996   June 30, 1996
                                                        ------------------   -------------
                                                            (Unaudited)             *

Liabilities
<S>                                                         <C>             <C>         
     Accounts payable and other liabilities                 $    348,262    $    422,120
     Borrowed funds                                            1,861,795       1,885,561
     Reserve for title policy claims                             953,691         944,754
     Deferred tax liability                                      937,573         931,817
                                                            ------------    ------------
         Total Liabilities                                  $  4,101,321    $  4,184,252
                                                            ============    ============

Redeemable Preferred stock, Series B, $0.20 par value
         authorized 188,000 shares;issued 40,000 shares
         (liquidation preference $8,000,000)                   8,750,000       8,750,000

Stockholders' Equity
     Preferred stock, Series A, $0.20 par value -
         authorized 250,000 shares; issued 57,000 and
         60,000 shares, respectively,
         (liquidation preference $2,280,000)                      11,400          11,400
     Common stock, $0.20 par value - authorized
         5,000,000 shares; issued 2,271,044 and 2,196,040
         shares, respectively                                    454,209         454,209
     Additional paid-in capital - preferred                    2,162,889       2,162,889
     Additional paid-in capital - common                       3,393,992       3,393,992
     Retained earnings (deficit)                                (418,976)       (234,852)
     Treasury stock, at cost - 201,554 and 45,770
         shares, respectively                                   (818,773)       (818,773)
     Net unrealized gain (loss) on marketable
         equity securities held for sale                          67,556          48,940
                                                            ------------    ------------
              Total Stockholders' Equity                      13,602,297      13,767,805
                                                            ------------    ------------
                                                            $ 17,703,618    $ 17,952,057
                                                            ============    ============

</TABLE>

*Condensed from audited financial statements

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.




                                      -4-
<PAGE>




FIRSTMARK CORP.

Condensed Consolidated Statements of Operations (Unaudited)

===============================================================================

                                                       Three Months Ended
                                                          September 30,
                                                          -------------
                                                      1996           1995 
                                                      ----           ---- 

Revenues
     Commissions and fees                         $   285,902    $  412,289
     Title insurance                                2,915,185             0
     Investment gains                                 (93,641)      821,020
     Interest and dividends                            91,555        42,662
     Other revenues                                       352           572
                                                  -----------    ----------

         Total revenues                             3,199,353     1,276,543
                                                  ===========    ==========

Expenses
     Employee compensation and benefits             2,523,113       336,475
     Write-offs of loans and investments                    0       150,000
     General and administrative expenses              894,633       209,561
     Interest expense                                  31,884        21,446
                                                  -----------    ----------

         Total expenses                             3,449,630       717,482
                                                  ===========    ==========

Earnings (losses) before income taxes                (250,277)      559,061

Income tax (benefit) expense                         (100,353)      212,400
                                                  -----------    ----------

Net earnings (loss)                                  (149,924)      346,661

Preferred stock dividend                               34,200        36,000
                                                  -----------    ----------

Net earnings (loss) available for common shares      (184,124)      310,661
                                                  ===========    ==========

Earnings (loss) per share                               (.089)          .14
                                                  ===========    ==========


Weighted number of shares and
     equivalents outstanding                        2,068,990     2,178,952
                                                  ===========    ==========


The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.



                                      -5-
<PAGE>




FIRSTMARK CORP.

   
Condensed Consolidated Statements of Cash Flows (Unaudited)
    

===============================================================================

                                                           Three Months Ended
                                                              September 30,
                                                              -------------
                                                           1996         1995
                                                           ----         ----

   
Cash flows from Operating Activities
     Net income (loss)                                  $(149,924)   $ 346,661
     Adjustments to reconcile net income
         to net cash provided by operating activities
              Depreciation and amortization                78,826       16,267
     Deferred Taxes                                         5,756           --
     Gain on InterCel                                          --     (699,865)
     Loss on sales of investments                          93,641           --
     Unrealized gains                                     (18,616)     (78,698)
     Write-down of investments                                 --      150,000
     Net (increase) decrease in notes receivable           49,583     (276,996)
     Marketable securities - trading account               38,362      117,253
     Collections on accounts receivable                   177,720      101,266
     Change in other assets                                85,122      413,379
     Decrease in payables                                 (64,921)    (121,047)
     Increase (decrease) in income taxes payable               --      122,400
     Increase in income taxes receivables                (100,353)          --
                                                        ---------    ---------
     Net cash provided (used) by operating activities     195,196       90,620
                                                        =========    =========


Cash flows from Investing Activities
     Decrease (increase) in real estate                   (16,763)      (8,700)
         Acquisition costs                                (23,357)          -- 
         Additions to other investments                  (148,462)    (200,000)
         Securities held for investments                  125,707      111,363
         Purchase of property and equipment               (24,465)      (6,348)
                                                        ---------    ---------
     Net cash used by investing activities                (87,340)    (103,685)
                                                        =========    =========
    

     (continued . . .)



                                      -6-
<PAGE>




FIRSTMARK CORP.

   
Condensed Consolidated Statements of Cash Flows (Unaudited)
(continued)
    

===============================================================================

                                                          Three Months Ended
                                                             September 30,
                                                             -------------
                                                         1996            1995
                                                         ----            ----

Cash flows from Financing Activities
     Issuance (purchase) of common stock                       --       35,508
     Payments on other liabilities                             --      (11,119)
     Preferred stock dividends                            (34,200)     (36,000)
     Borrowings (repayments) of debt                      (23,766)          --
                                                        ---------    ---------
     Net cash provided (used) by financing activities     (57,966)     (11,611)
                                                        =========    =========

     Net change in cash and cash investments               49,890      (24,676)

Cash and cash investments, beginning of period          1,707,327    1,622,016
                                                        ---------    ---------

Cash and cash investments, end of period                1,757,217    1,597,340
                                                        ---------    ---------

Cash payments for
     Interest                                              31,884       21,446
     Income taxes                                               0       90,000
                                                        ---------    ---------
                                                        $  31,884    $ 111,446
                                                        =========    =========


The  accompanying  notes  are an  integral  part of  these  condensed  financial
statements.




                                      -7-
<PAGE>




FIRSTMARK CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)

===============================================================================


BASIS OF PRESENTATION

1.        The accompanying unaudited  consolidated financial statements,  which
are for interim periods,  do not include all disclosures  provided in the annual
consolidated  financial  statements.   These  unaudited  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and the  footnotes  thereto  contained in the Annual  Report on Form
10-KSB for the year ended June 30, 1996 of Firstmark Corp. (the  "Company"),  as
amended, as filed with the Securities and Exchange Commission. The June 30, 1996
balance sheet was derived from audited consolidated  financial  statements,  but
does not  include all  disclosures  required by  generally  accepted  accounting
principles.

2.        In the  opinion  of the  Company,  the  accompanying  unaudited  
consolidated financial statements contain all adjustments (which are of a normal
recurring nature) necessary for a fair presentation of the financial statements.
The result of operations  for the three months ended  September 30, 1996 are not
necessarily indicative of the results to be expected for the full year.

3.       Earnings Per Share

         Earnings  per  share are  computed  by  dividing  net  earnings,  after
reduction for  preferred  stock  dividends,  by the weighted  average  number of
common shares and share equivalents  assumed outstanding during the year. Common
share  equivalents  included in the computation  represent  shares issuable upon
assumed exercise of stock options which would have a dilutive effect.





                                      -8-
<PAGE>




FIRSTMARK CORP.

Notes to Condensed Consolidated Financial Statements (Unaudited)
(continued)

===============================================================================


SUBSEQUENT EVENTS

         On November 18, 1996,  C.J.  Jones filed a Complaint  against  Champion
Broadcasting  Corporation  ("Champion"),  the Company and Southern Capital Corp.
("SCC"), both of which are shareholders of Champion, and H. William Coogan, Jr.,
a director of all three  entities,  in the United States  District Court for the
Eastern District of Virginia, Richmond Division. The Complaint alleges counts of
breach of contract, fraud and negligent  misrepresentation against Champion, SCC
and Mr.  Coogan and a count of  misappropriation  against SCC and Mr.  Coogan in
connection with Mr. Jones's  employment as Chairman and Chief Executive  Officer
of Champion and his subsequent  termination in September 1996. For these counts,
the Complaint  seeks both  compensatory  damages in the amount of $3,277,384 and
punitive damages in the amount of $10,000,000,  plus interest. Mr. Jones further
alleges a count of conspiracy against SCC, Mr. Coogan and the Company.  For this
count, the Complaint seeks punitive damages in the amount of $12,000,000,  which
have been trebled by statute to the amount of $36,000,000.  The Company believes
that the Complaint is without any merit  whatsoever and is defending this action
aggressively.  Currently,  the  Company,  as only an  investor in  Champion,  is
seeking immediate dismissal as a defendant in this action.  While it is possible
that the Company's results of operations or cash flows in a particular quarterly
or annual period or its financial  position  could be materially  affected by an
ultimate  unfavorable outcome, the Company believes that the ultimate outcome of
this matter should not have a material effect on its financial position.




                                      -9-
<PAGE>




FIRSTMARK CORP.

Management's Discussion and Analysis of Financial Condition and Results of 
Operations

===============================================================================

         As of September 30, 1996, the Company was engaged in venture capital,
consulting services and title insurance. In June 1996, the Company,  through its
wholly owned  subsidiary,  Southern Capital Acquisition Corp., acquired Southern
Capital Corp., a Virginia  corporation  ("SCC"). At the time of the acquisition,
SCC was  engaged  in  venture  capital  investments  and  owned  Southern  Title
Insurance Corporation ("STIC"), a title insurance underwriter.  In addition, the
Company  invested its capital in and provided bridge loans to emerging growth or
startup companies,  and provided financial  consulting  services to individuals,
institutions, and corporations.

         In December 1996, the Company closed one of its subsidiaries, Firstmark
Prime  Securities.  In addition,  in January 1997, the Company  transferred  the
stock of three subsidiaries,  Firstmark Capital Corp., Firm Investment Corp. and
Firstmark Properties, Inc., to Ivy L. Gilbert, a director of the Company.  These
subsidiaries  conducted operations that included financial planning,  investment
management,   estate  and  tax  planning,   insurance  planning  and  securities
brokerage.  The Company generally  determined that the revenue stream from those
businesses  was too  uncertain  and  uneven to  justify  the  related  operating
expenses.

         The Company's results of operations for the three months ended 
September  30, 1996 include the results of SCC and the  Company's  subsidiaries,
while the results of  operations  for the three months ended  September 30, 1995
do not include the results of SCC.

                              Results of Operations
                    Three months ended September 30, 1996 vs.
                      Three months ended September 30, 1995

         Total  revenue  during the three  months ended  September  30, 1996 was
$3,199,353,  an increase of $1,992,810,  compared to total revenue of $1,276,543
during  the prior  comparable  quarter.  The  inclusion  of the title  insurance
revenues of $2,915,185 compared to none for the prior comparable quarter was the
major factor causing the increase in revenues. Title insurance fees are expected
to be the  largest  source of  revenues in the  future.  Interest  and  dividend
revenue increased $48,933 to $91,555 for the quarter ended September 30, 1996 as
compared to $42,662 for the comparable prior quarter.  This increase again was a
result of the addition of the title  insurance  operations  and the interest and
dividends  earned  on the  funds  held  to  cover  reserves  for  policyholders.
Investment  gains/(losses)  decreased  $914,661  to a loss  of  $91,555  for the
quarter  ended  September  30,  1996  compared  to a gain  of  $821,020  for the
comparable  prior  quarter.  This increase was a result of two factors.  In July
1995, the Company was able to reach  agreements with all the interested  parties
concerning  shares of Intercel held in an  acquisitions  escrow  account and was
able to report a gain of $648,708 as a result of this  agreement.  An 

                                      -10-
<PAGE>

additional  gain  will be  reported  in May 1997  when the  escrow  distribution
occurs.  The second  factor  results  from  losses for the first  quarter in the
securities  held for  trading.  These  losses are a result of a drop in value of
several  stocks of micro-cap  companies  that did not  participate in the recent
stock market rally. Commission and fee income decreased $126,387 to $285,902 for
the quarter ended  September 30, 1996 as compared to $412,289 for the comparable
prior quarter.  This decrease is a result of fewer venture capital deals closing
during the quarter  and a decrease  in the level of  activity  in the  financial
planning business.

         Total  operating  expenses  increased  $2,732,148 to $3,449,630 for the
quarter  ended  September  30, 1996  compared to operating  expenses of $717,482
during  the  prior  comparable  quarter.  Employees  compensation  and  benefits
increased $2,186,638 to $2,523,113 for the three months ended September 30, 1996
as compared to $336,475 for the comparable prior period. This increase is mainly
a  result  of the  acquisition  of SCC in  June  1996,  as the  title  insurance
operation is very labor intensive. General and administrative expenses increased
$685,072  to $894,633  for the  quarter  ended  September  30, 1996  compared to
$209,561.  The general  and  administrative  expenses  are above the 1995 levels
because  of the  operations  of the title  company,  which  were not in the 1995
comparable balances. The title company operates in 10 different offices and thus
expenses  will be  higher.  The  write-off  of loans and  investments  decreased
$150,000  to $0 for the  quarter  ended  September  30,  1996 as compared to the
comparable  period  last  year.  No new  write-offs  were  deemed  necessary  by
management during the quarter.  Interest expense increased by $10,438 to $31,884
for the quarter  ended  September  30, 1996 as compared to the prior  comparable
quarter. This increase is a result of the additional borrowed funds of SCC.

         Overall net income  decreased by $496,585 to a loss of $149,924 for the
quarter ended  September  30, 1996 as compared to $346,661  income for the prior
comparable  quarter.  This  decrease  was mainly a result of the  quarter  ended
September 30, 1995 having the Unicel gain of $699,865.

                         Liquidity and Capital Resources

         The Company's cash and cash equivalents were  approximately  $1,700,000
at June 30, 1996, and $1,750,000 at September 30, 1996.  However,  a significant
portion of the cash and cash equivalents ($654,544 at June 30, 1996 and $973,157
at  September  30,  1996) was held by STIC and cannot be used by the  Company to
meet obligations other than STIC's without obtaining regulatory  permission.  In
addition to liquidity needed for normal  operations,  the Company has $1,035,000
in convertible notes that are due on April 1, 1997.

         The Company currently  anticipates that it will satisfy its obligations
through cash on hand,  income tax refunds,  sales of marketable  securities  and
other  assets and  payments  received on loans  receivable.  However,  it is not
certain that those  sources of cash will be  sufficient to enable the Company to
satisfy its obligations as they come due. Consequently, the Company will attempt
to secure other  sources of credit and extend the maturity of some or all of the
convertible notes due on April 1, 1997. At this time, no other sources of credit
have been obtained, and none of the convertible notes has been extended.


                                      -11-
<PAGE>

         Due to the nature of its  operations,  the  Company  does not expect to
incur significant environmental costs. Its capital resources are not expected to
be affected  significantly by the current  accounting  pronouncements  regarding
accounting for  impairment of loans and  accounting for  investments in debt and
equity securities and derivatives.


                                      -12-
<PAGE>

                           PART II - OTHER INFORMATION


Item 1.           Legal Proceedings

                  No  new  litigation  or  developments  related  to  previously
         reported litigation for the quarter ended September 30, 1996.

Item 2.           Changes in Securities

                  Not Applicable.

Item 3.           Defaults upon Senior Securities

                  Not Applicable.

Item 4.           Submission of Matters to a Vote of Security Holders

                  No matters were submitted to a vote of security holders during
         the quarter ended September 30, 1996.

Item 5.           Other Information

                  Not Applicable.

Item 6.           Exhibits and Reports on Form 8-K

         (A)      Exhibits

                  None.

         (B)      Reports on Form 8-K

                  A current report on Form 8-K, dated August 19, 1996, was filed
         on August  21,  1996 and  reported  Item 4 to  announce a change in the
         Company's certifying accountant.

                  An  amendment  to a current  report on Form 8-K/A was filed on
         August 22, 1996 and reported an amended Item 7 to include the financial
         statements of Southern Capital Corp., a Virginia  corporation  ("SCC").
         The Form  8-K/A  amended a current  report on Form 8-K,  dated  June 7,
         1996,   which  announced  the  merger  of  SCC  into  Southern  Capital
         Acquisition Corp., a Virginia  corporation and wholly-owned  subsidiary
         of the Company,




                                      -13-
<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                          FIRSTMARK CORP.



Date:  February 10, 1997                  /s/ Donald V. Cruickshanks
                                          -------------------------------------
                                          Donald V. Cruickshanks
                                          President and Chief Executive Officer



Date:  February 10, 1997                  /s/ Lewis M. Brubaker, Jr.
                                          -------------------------------------
                                          Lewis M. Brubaker, Jr.
                                          Chief Financial Officer