10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                AMENDMENT NO. 1

                                   ----------
    [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
          SECURITIES EXCHANGE ACT OF 1934 
                    For the fiscal year ended AUGUST 31, 1996

                                       OR

    [ ]   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 0-19350

                                 VIRGROUP, INC.
              Exact name of Registrant as specified in its charter

            FLORIDA                                           59-1671036
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                        428 PINE ISLAND ROAD, SOUTHWEST
                           CAPE CORAL, FLORIDA 33991
                    (Address of principal executive offices)

                  Registrant's telephone number: (941) 574-1919
                                -----------------

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

                                                  NAME OF EACH EXCHANGE
    TITLE OF EACH CLASS                            ON WHICH REGISTERED
    -------------------                           ---------------------

                                      NONE


          Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 Par Value


     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 preceding 12 months (or 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
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     As of November 18, 1996 the aggregate market value of the voting stock of
the Registrant held by non-affiliates of the Registrant was $1,117,924.

     As of November 18, 1996, the number of outstanding shares of Common Stock,
par value $.01 per share, of the Registrant was 6,361.708.



                                   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.

                                VIROGROUP, INC.



Date:  January 12, 1996             By:  /s/ SYLVESTER O. OGDEN
                                         ----------------------
                                         Sylvester O. Ogden, President, and
                                         Chief Executive Officer, and Chairman



Date:  January 12, 1996             By:  /s/ LARRY ACKERLY
                                         -----------------
                                         Larry Ackerly, Vice-President and
                                         Chief Financial Officer

EX-27

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF VIROGROUP, INC. FOR THE TWELVE MONTHS ENDED AUGUST 31,
1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          AUG-31-1996
<PERIOD-START>                             SEP-01-1995
<PERIOD-END>                               AUG-31-1996
<CASH>                                             191
<SECURITIES>                                         0
<RECEIVABLES>                                    4,605
<ALLOWANCES>                                       503
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 4,525
<PP&E>                                           2,549
<DEPRECIATION>                                   2,006
<TOTAL-ASSETS>                                   7,916
<CURRENT-LIABILITIES>                            4,858
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            64
<OTHER-SE>                                      18,278
<TOTAL-LIABILITY-AND-EQUITY>                     7,916
<SALES>                                         13,987
<TOTAL-REVENUES>                                13,987
<CGS>                                            9,420
<TOTAL-COSTS>                                    9,420
<OTHER-EXPENSES>                               (5,705)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  81
<INCOME-PRETAX>                                (1,376)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (1,376)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,376)
<EPS-PRIMARY>                                    (.22)
<EPS-DILUTED>                                    (.22)