10-K/A

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-K/A

                Annual Report Pursuant to Section 13 or 15(d) of
               The Securities Exchange Act of 1934 [Fee Required]

                    For the Fiscal Year Ended April 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
                                                    -------    -------
                                                      
                          Commision File Number 0-18288

                        DIRECT CONNECT INTERNATIONAL INC.
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                               22-2705223
- --------                                               ----------
(State or other jurisdiction of                        (IRS Employer
incorporation or organization)                         I.D. No.)

266 Harristown Road, Glen Rock, New Jersey             07452
- ------------------------------------------             -----                    
(Address of Principal Executive Offices)               (Zip Code)

Registrant's telephone number, including area code:    (201) 445-2101
                                                       --------------



Securities registered pursuant to Section 12(b) of the Act: None
Securities  registered pursuant to Section 12(g) of the Act:Units  consisting of
shares of Common Stock and Class A Warrants,  Common Stock, par value $ .001 per
share, Class A Warrants and Class B Warrants.

                                ----------------
                                (Title of Class)

Indicate by check mark  whether the  Registrant  (1) has filed all reports to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 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    N0
                                        ---      ---

Indicate by check mark if disclosure of delinquent filers puruant 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
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K{}.



As of July 31, 1996,  there  were  9,062,066  shares of Common Stock,  par value
$ .001 per share, outstanding.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of July 31, 1996 was approximately $1,760,000.

                   DOCUMENTS INCORPORATED BY REFERENCE - NONE


                                       
           






                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
          FORM 8-K

(a) EXHIBITS

     *2.0 - Common  Stock  Purchase  Agreement  between  the Company and Glasgal
     Communications,  Inc. (filed with Annual Report on Form 10-K for the fiscal
     year ended April 30, 1995 as Exhibit 2.0)

     *3.1  -  Certificate   of   Incorportation   of  the  Company  (filed  with
     Registration  Statement  on Form  S-18,  File  No.  33-24473-NY,  effective
     November 9, 1989 as Exhibit 3.1)

     *3.2 - Certificates of Amendment of the Certificate of Incorporation (filed
     with Registration  Statement on Form S-18, File No. 33-24473-NY,  effective
     November 9, 1989 as Exhibit 3.2)

     *3.3 - Certificate of  Designations  of Convertible  Preferred Stock (filed
     with Registration Statement on Form SB-2, File No. 33-58592,  effectiveness
     pending, as Exhibit 3.3)

     *3.4 - By laws of the Company, as amended (filed with Annual Report on Form
     10-K for the fiscal year ended April 30, 1990 as Exhibit 3.3)

     *4.1 - Specimen Common Stock Certificate (filed with Registration Statement
     on Form S-18, File No.  33-24473-NY,  effective November 9, 1989 as Exhibit
     4.1)

     *4.2 - Form of Warrant  Agreement  relating to Redeemable  Class A Warrants
     and Redeemable Class B Warrants (filed with Registration  Statement on Form
     S-18, File No. 33-24473- NY, effective November 9, 1989 as Exhibit 4.3)

     *4.3  -  Specimen  Redeemable  Class  A  Warrant  Certificate  (filed  with
     Registration  Statement  on Form  S-18,  File  No.  33-24473-NY,  effective
     November 9, 1989 as Exhibit 4.4)

     *4.4  -  Specimen  Redeemable  Class  B  Warrant  Certificate  (filed  with
     Registration  Statement  on Form  S-18,  File  No.  33-24473-NY,  effective
     November 9, 1989 as Exhibit 4.5)

     *4.5 - Specimen  1992 Warrant  (filed with  Registration  Statement on Form
     SB-2, File No. 33-585-92, effectiveness pending, as Exhibit 4.5)

     *10.1 - License Agreement between the Company and Shari Lewis  Enterprises,
     Inc. (filed with Annual Report on Form 10-K for the fiscal year ended April
     30, 1991 as Exhibit 10.11)

     *10.2 - License  Agreement  between the Company and Shari Lewis Enterprises
     Inc. as amended (filed with  Registration  Statement on Form SB-2, File No.
     33-58592, effectiveness pending, as Exhibit 10.8)

     *10.3 - Incentive Stock Option Plan of the Company (filed with Registration
     Statement on Form S-18, File No. 33-24473-NY, effective November 9, 1989 as
     Exhibit 10.4)

     *10.4 -  Employment  Agreement  between  the  Company  and Howard G. Peretz
     (filed with Annual  Report on Form 10-K for the fiscal year ended April 30,
     1994 as Exhibit 10.10)

     *10.5 - Loan  and  Security  Agreement  between  the  Company  and  Glasgal
     Communications,  Inc. (filed with Registration Statement on Form SB-2, File
     No. 33-58592, effectiveness pending, as Exhibit 10.15)

     
                                       


(a) EXHIBITS - continued


     21  -  List  of  Subsidiaries:   Amerawell  Products,  Ltd.,  a  Hong  Kong
            corporation

     23  -  Auditors' Consent

     24  -  Power of Attorney

   
     27  -  Financial Data Schedule
    

*Incorporated herein by reference.

(b) FINANCIAL STATEMENT SCHEDULES

     None

(c) REPORTS ON FORM 8-K

     None






                                   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.


                                         DIRECT CONNECT INTERNATIONAL INC.
                                                   (Registrant)

                                            By:/s/ Peter S. Schneider
                                            -------------------------
                                          (Peter L. Schneider, President)



Date: October 28, 1996

EX-27

 


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