10QSB/A

                    U.S. Securities and Exchange Commission
                                       
                            Washington, D.C. 20549
                                       
                                 Form 10-QSB/A
                                  Amendment 1
        
(Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
        SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended March 31, 1996

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     
SECURITIES EXCHANGE ACT OF 1934
                       For the transition period from ______ to ______
                                       
                      Commission file number 33-00412-NY

                           FIRST PRIORITY GROUP, INC
       (Exact name of small business issuer as specified in its charter)
                                       
                  New York                         11-2750412
       (State or other jurisdiction of             (IRS Employer
       incorporation or organization)              Identification No.)

                               270 Duffy Avenue
                          Hicksville, New York 11801
                   (Address of principal executive offices)

                                (516) 938-1010
                          (Issuer's telephone number)

        Check  whether  the issuer  (1) has 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 May 14, 1996: 5,883,883 shares of common stock

        Transitional Small Business Format (check one)
              Yes[   ] No[ X ]




                                  SIGNATURES


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

                                           FIRST PRIORITY GROUP, INC.



Date: May 14, 1996                By:      /s/ Michael Karpoff             
                                           --------------------------------   
                                           Michael Karpoff
                                           Co-Chairman of the Board
                                           of Directors, President and
                                           Co-Chief Executive Officer



Date: May 14, 1996                By:      /s/ Barry Siegel          
                                           -------------------------------- 
                                           Barry Siegel
                                           Co-Chairman of the Board
                                           of Directors, Co-Chief
                                           Executive Officer, Treasurer, 
                                           Secretary, and Principal 
                                           Financial and Accounting Officer

                                       2



                               Index of Exhibits


Exhibit No.     Description                                          Page
- -----------     -----------                                          ---- 
27              Financial Data Schedule                                4



                                       3

EX-27

 



<ARTICLE> 5
<LEGEND>
Balance Sheet at 3/31/96, I/S for three months ended 3/31/96 and 3/31/95,
consolidated statements of cashflows.

<CIK> 0000778164
<NAME> FIRST PRIORITY GROUP, INC.
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         771,767
<SECURITIES>                                         0
<RECEIVABLES>                                1,152,936
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,939,165
<PP&E>                                         275,133
<DEPRECIATION>                                 146,798
<TOTAL-ASSETS>                               2,078,074
<CURRENT-LIABILITIES>                        1,075,272
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        92,258
<OTHER-SE>                                   1,000,544
<TOTAL-LIABILITY-AND-EQUITY>                 2,078,074
<SALES>                                      3,180,779
<TOTAL-REVENUES>                             3,187,317
<CGS>                                        2,589,172
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               484,205
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                113,940
<INCOME-TAX>                                     1,000
<INCOME-CONTINUING>                            112,940
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   112,940
<EPS-PRIMARY>                                      .02
<EPS-DILUTED>                                      .01