UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A

(Mark One)

[X]  Annual report  pursuant to section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 [Fee Not Required] For the fiscal year ended September 30, 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 0-14273

                                    DCX, INC.
                         (Name of small business issuer)

Colorado                                                              84-0868815
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

   1597 Cole Blvd., Ste 300B, Golden, Colorado                           80401
    (Address of principal executive offices)                          (Zip code)

Issuer's telephone number (303) 274-8708

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

      Title  of  each  class
    Common Stock, no par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities and 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
                                                                    -----  -----

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  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-KSB
or any amendment to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year were $4,410,592.

As of  November  30,  1996,  the  aggregate  market  value of the  shares of the
issuer's voting stock held by  non-affiliates of the issuer based on the average
of closing  bid and asked  prices of the Common  Stock as reported on the NASDAQ
Small Cap Market sm, was approximately $8,485,445.


As of November 30, 1996, the issuer had outstanding  4,434,109  shares of Common
Stock.

Transitional Small Business Disclosure Format:  Yes [   ] ; No [ X ]



Exhibit index begins on page 11.     Total number of pages in this report is 34.





                                     PART I



Item 3 - LEGAL MATTERS is amended to read as follows:

Three of the Company's contracts, totaling gross sales in excess of $10 million,
were  terminated in July,  1988, by the Defense General Supply Center (DGSC) for
alleged default.  DGSC is a subordinate activity of the Defense Logistics Agency
(DLA). As previously  reported,  the Company completed the settlement process in
December,  1995,  following a favorable  decision in May,  1992,  from the Armed
Services Board of Contract Appeals (ASBCA) on two of three cases in longstanding
litigation with the Department of Defense.

The third contract required the Company to design, develop, test and manufacture
light sets to a specified  schedule.  Because of a Government  caused  delay,  a
required test report was three days late for which DGSC  terminated  the contact
for default.  The Company found this treatment to be  inequitable  and contested
the  termination  for default of the third  contract at the ASBCA and ultimately
filed a petition for certiorari at the United States Supreme Court.

On November 19, 1996,  the Company  learned that its petition for certiorari was
denied.  In  its  third  fiscal  quarter  the  Company  recorded  a  reserve  of
approximately  $521,000 for the effect of the loss. Certain actions ensuing from
the loss could have a materially adverse effect on the Company (See Note Five to
Financial Statements and Item 6, Management Discussion and Analysis).

On December 11, 1996,  the Company  filed a complaint in the District  Court for
Douglas County, Colorado, against Airtech International Corporation ("Airtech"),
John Potter,  and C.J. Comu. The Company  alleges,  among other items,  that the
defendants  failed to pay funds that they  agreed to pay the  Company,  that the
defendants  breached the  Agreement  for Exchange of Shares dated July 29, 1996,
between  the  Company  and  Airtech,  and  that  the  defendants  made  material
misrepresentations  of facts to the Company.  The  complaint  seeks  recovery of
costs and  expenses  incurred  by the  Company,  and seeks  payment of funds the
defendants agreed to pay to the Company. The defendants have filed an answer and
counterclaim.  The Company  believes the  allegations  in the  counterclaim  are
without merit.

The Company is engaged in various other litigation  matters from time to time in
the ordinary  course of business.  The Company  believes the outcome of any such
litigation will not have a material effect on the Company.






                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the registrant has duly caused this amemded report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                    DCX, INC.


Date: 1/21/98                           By: /s/ Fred Beisser
     ---------                             ----------------------------------
                                           Frederick G. Beisser
                                           Vice President--Finance & 
                                           Administration, Secretary, Treasurer,
                                           Director and Principal Accounting
                                           Officer