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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                               _________________

                                    FORM 8-K/A
                                 CURRENT REPORT


                        PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


               Date of Report (Date of earliest event reported):
                               December 23, 1996



                       Phoenix Information Systems Corp.
             (exact name of registrant as specified in its charter)


        Delaware                  0-26532               13-3337797
   (State or other               (Commission           (IRS Employee
     jurisdiction                  File No.)        Identification No.)
  of incorporation)


100 Second Avenue South, Suite 1100,
St. Petersburg, Florida                           33701
(Address of principal executive offices)        (Zip code)


Registrant's telephone no., including area code: (813) 894-8021



                           TOTAL NUMBER OF PAGES:   3
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        This amendment amends the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on or about January 7, 1997,
to report the transaction described therein under Item 5 instead of Item 2. 
Accordingly such Report is hereby amended as follows:

Item 2.  Acquisition or Disposition of Assets.     Not applicable.

Item 5.  Other Events.    On December 23, 1996, the Registrant acquired for
$7,500,000 a 25% interest in American Aviation Limited ("American Aviation"),
through the exercise of an option.  Previously, American Aviation was a company
wholly owned by affiliates of Quantum Industrial Holdings Ltd., George Soros and
Purnendu Chatterjee.  American Aviation's primary asset is a 25% interest in
China Hainan Airlines ("China Hainan"), which it purchased for $25,000,000 in
December 1995.

        The acquisition of the interest in American Aviation was financed by 
the sale to S-C Phoenix Partners ("S-C"), one of the Registrant's major
shareholders, of 833,333 shares of the Registrant's Series C Convertible
Preferred Stock ("Series C Shares") for $15,000,000.  S-C is an investment
partnership comprised of affiliates of Quantum Industrial Holdings Ltd., George
Soros and Purnendu Chatterjee.  W. James Peet, a director of the Registrant, is
a non-managing member of S-C Phoenix Holdings, L.L.C. ("Holdings"), as respects
its investment in the Registrant.  Holdings is a general partner of S-C.

        From the date of issue until January 1, 2003, the Series C Shares will
accrue cumulative quarterly dividends of 0.0247935 additional Series C Shares
for each Series C Share outstanding and each dividend previously accrued on
such Share.  The Series C Shares will also participate, on an as converted
basis, with the common stock, par value $.01 per share, of the Registrant
("Common Stock") in dividends declared and paid on the Common Stock.

        Each Series C Share may be converted at any time at the option of the
holder into ten shares of Common Stock of the Company and will be automatically
converted on the date after June 23, 1997, on which the market price of the
Common Stock shall be at least $3.60 per share for ten consecutive trading
days.  Immediately prior to any conversion, the Series C Shares shall receive
all dividends which have accrued or would have accrued from the date of
issuance through January 1, 2003, regardless of whether such conversion shall
occur prior to such date.  The Series C Shares also have certain liquidation
preferences, the right to consent to certain transactions and the same voting
rights, on an as fully converted basis, applicable to the Common Stock.  S-C
has certain demand and piggyback registration rights with respect to the Common
Stock it owns in the Company.  Such registration rights apply to Common Stock
issued upon conversion of the Series C Shares.
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                                   SIGNATURES


        Pursuant to the requirements 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.


                                      PHOENIX INFORMATION SYSTEMS CORP.
                                      (Registrant)




Date:    March 7, 1997                /s/  Leonard S. Ostfeld
                                      --------------------------------------
                                      Leonard S. Ostfeld
                                      Vice President and 
                                      Chief Financial Officer