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                                  FORM 10-K\A
                                Amendment No. 1
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 (NO FEE REQUIRED)

For the fiscal year ended September 28, 1996
                          ------------------

                                      OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ___________ to ___________

Commission file number 1-11720
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                                  ADVO, Inc.
                                  ----------
            (Exact name of registrant as specified in its charter)

      Delaware                                          06-0885252
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

One Univac Lane, P.O. Box 755, Windsor, CT              06095-0755
------------------------------------------  ------------------------------------
 (Address of principal executive offices)               (Zip Code)

      Registrant's telephone number, including area code: (860) 285-6100
                                                          --------------

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

               Common Stock and Rights, par value $.01 per share
               -------------------------------------------------
                               (Title of Class)

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 proceeding 12 months (or for such shorter period that the registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]   No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporate by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

The aggregate market value of voting stock held by non-affiliates of the
registrant at November 22, 1996 was $221,859,112.  On that date, there were
24,260,666 outstanding shares of the registrant's common stock.

Documents Incorporated by Reference:

Portions of the 1996 Annual Report to Stockholders are incorporated by reference
into Parts II and IV of this report.

Portions of the Proxy Statement for the 1997 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Report.


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                                    PART IV
                                        
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1)  Financial Statements. See the Index to Financial Statements and
        Financial Statement Schedules on page F-1.

   (2)  Financial Statement Schedules. See the Index to Financial Statements and
        Financial Statement Schedules on page F-1.

   (3)  Exhibits. The following is a list of the exhibits to this Report:


<TABLE>
<CAPTION>
 
 Exhibit   
 -------
   No.                        Exhibit                                      Where Located
   ---                        -------                                      -------------
<S>        <C>                                                  <C>                      
  3(a)     Restated Certificate of Incorporation of ADVO.       Incorporated by reference to Exhibit 3(a) to
                                                                  the Company's Form 10 filed on September 15,
                                                                  1986 (No. 1-11720).

  3(b)     Restated By-laws of ADVO.                            Incorporated by reference to Exhibit 3(b) to
                                                                  the Company's Annual Report on Form 10-K for
                                                                  the fiscal year ended September 30, 1989.

  4(a)     Stockholder Protection Rights Agreement,             Incorporated by reference to Exhibit 4.1 of
             dated as of February 5, 1993, between the            the Company's Form 8-K dated February 5,  
             Company and Mellon Securities Trust Company,         1993.                                     
             as Rights Agent, including Exhibit A and                                                         
             Exhibit B.
 
 10(a)     1986 Stock Option Plan of ADVO. *                    Incorporated by reference to Exhibit 4.1 to
                                                                  the Company's Form S-8 filed on July 16,
                                                                  1987 (No. 33-15856).
 
 10(b)     1986 Employee Restricted Stock Plan of ADVO,         Incorporated by reference to Exhibit A to
             as amended. *                                        the Company's definitive Proxy Statement for
                                                                  the annual meeting held on January 24, 1991.
 
 10(c)     1988 Non-Qualified Stock Option Plan and 1993        Incorporated by reference to Exhibit A to
             Stock Option Subplan of ADVO, as amended. *          the Company's definitive Proxy statement for
                                                                  the annual meeting held on January 18, 1996.
 
 10(d)     The ADVO Savings Continuation Plan, effective        Incorporated by reference to Exhibit 10(n)
             January 1, 1988. *                                   to the Company's Annual Report on Form 10-K
                                                                  for the fiscal year ended September 24, 1988.
 
 10(e)     Executive Severance Agreement, dated October         Incorporated by reference to Exhibit 10(k)
             17, 1995 between ADVO and Robert Kamerschen. *       to the Company's Annual Report on Form 10-K
                                                                  for the fiscal year ended September 30, 1995.
 
 10(f)     Executive Severance Agreements, dated October        Incorporated by reference to Exhibit 10(l)
             17, 1995 between ADVO and the executive              to the Company's Annual Report on Form 10-K
             officer named therein. *                             for the fiscal year ended September 30, 1995.
 
 10(g)     Executive Severance Agreements, dated October        Incorporated by reference to Exhibit 10(m)
             17, 1995 between ADVO and the executive              to the Company's Annual Report on Form 10-K
             officer named therein. *                             for the fiscal year ended September 30, 1995.
 
 10(h)     Executive Severance Agreement, dated October         Incorporated by reference to Exhibit 10(n)
             17, 1995 between ADVO and Robert S. Hirst. *         to the Company's Annual Report on Form 10-K
                                                                  for the fiscal year ended September 30, 1995.
</TABLE>
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<TABLE>
<CAPTION>
 Exhibit   
 -------   
   No.                        Exhibit                                      Where Located
   ---                        -------                                      -------------
<S>        <C>                                                  <C>                      
 
 10(i)     Executive Severance Agreement dated April 3,         Incorporated by reference to Exhibit 10 to
             1996 between ADVO and  Larry G. Morris. *            the Company's Quarterly Report on Form 10-Q
                                                                  for the quarter ended March 30, 1996.
 
 10(j)     Executive Severance Agreement dated May 1,           Incorporated by reference to Exhibit 10 to
             1996 between ADVO and Joseph P. Durrett. *           the Company's Quarterly Report on Form 10-Q
                                                                  for the quarter ended June 29, 1996.
 
 10(k)     Employment Agreement, dated May 29, 1996             Filed herewith.
             between ADVO and Robert Kamerschen. *
 
 10(l)     Employment Agreement, dated November 4, 1996         Filed herewith.
             between ADVO and Gary M. Mulloy. *
 
 10(m)     Executive Severance Agreement, dated November        Filed herewith.
             4, 1996 between ADVO and Gary M. Mulloy. *
 
 10(n)     Credit Agreement dated March 4, 1996 between         Incorporated by reference to Exhibit 99.3 of
             ADVO and a syndicate of lenders led by Chase         the Company's Form 8-K dated March 5, 1996.
             Manhattan Bank (National Association) as
             Administrative Agent.
 
 10(o)     Information Technology Agreement dated as of         Filed herewith.
             July 16, 1996 between ADVO and Integrated
             Systems Solutions Corporation (d/b/a ISSC).
 
  11       Computation of Per Share Earnings.                   Filed herewith.
 
  13       1996 Annual Report to Stockholders.                  Furnished herewith; however, such report,
                                                                  except for those portions thereof which are
                                                                  expressly incorporated by reference into
                                                                  this Annual Report on Form 10-K, is for the
                                                                  information of the Commission and is not
                                                                  deemed "filed".
 
  21       Subsidiaries of the Registrant.                      Filed herewith.
 
  23       Consent of Independent Auditors.                     Filed herewith.
 
  27       Financial Data Schedule.                             Filed herewith.
</TABLE>


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* Management contract or compensatory plan required to be filed as an exhibit
  pursuant to item 14(c) of this report.

  (b)  Reports on Form 8-K.

  No report on Form 8-K was filed by the Company with respect to the quarter
  ended September 28, 1996.
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                                   SIGNATURES
                                        
  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:       October 2, 1997            ADVO, Inc.
      ----------------------------

                                       By: /s/ ROBERT S. HIRST   
                                          ------------------------------
                                          Robert S. Hirst
                                          Vice President and Controller

  Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on October 2, 1997.

<TABLE> 
<S>                                       <C> 

           *                              Chairman, Chief Executive Officer and
-------------------------                   Director (Principal Executive 
Robert Kamerschen                           Officer and acting Principal
                                            Financial Officer)

           *                              President, Chief Operating Officer and
-------------------------                   Director
Gary M. Mulloy                      

/s/ ROBERT S. HIRST                       Vice President and Controller
-------------------------                   (Principal Accounting Officer)
Robert S. Hirst                     

                                          Director
-------------------------                                       
Bruce Crawford

                                          Director
-------------------------                                  
David D. Dyer

           *                              Director
-------------------------
James A. Eskridge

           *                              Director
-------------------------                  
Jack W. Fritz

           *                              Director
-------------------------                  
Lawrence Lachman

           *                              Director
-------------------------                  
Howard H. Newman

           *                              Director
-------------------------                  
John R. Rockwell

           *                              Director
-------------------------                  
John L. Vogelstein
</TABLE> 

*By /s/ ROBERT S. HIRST 
 ------------------------
    Robert S. Hirst
    Vice President & Controller
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                                 EXHIBIT INDEX
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Exhibit No.              Description                       Page
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<S>                      <C>                               <C> 

27                  Financial Data Schedule

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