SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                SCHEDULE 13E-4

                         ISSUER TENDER OFFER STATEMENT
        Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                                (Amendment No. 1
                                (Final Amendment)

                  FINANCIAL SERVICES ACQUISITION CORPORATION
                                (Name of Issuer)

                  FINANCIAL SERVICES ACQUISITION CORPORATION
                      (Name of Person(s) Filing Statement)

                         Common Stock, $.001 par value
                         (Title of Class of Securities)

                                  31769Q-10-8
                      (CUSIP Number of Class of Securities)

                               Gilbert D. Scharf
                       Chairman of the Board, President
                          and Chief Executive Officer
                  Financial Services Acquisition Corporation
                              667 Madison Avenue
                              New York, NY  10021
                                 (212) 317-1000

                                   Copies to

                                Patrick J. Foye
                             Roger E. Schwed, Esq
                     Skadden, Arps, Slate, Meagher & Flom
                               919 Third Avenue
                              New York, NY  10022
                                 (212) 735-3000

                                 July 18, 1996
                       Date Tender Offer First Published
                       Sent or Given to Security Holders)



            This Amendment No. 1 (Final Amendment) amends and
  supplements the  Issuer Tender Offer Statement on Schedule 13E-
  4 (the "Schedule 13E-4"), filed on July 18, 1996 by Financial
  Services Acquisition Corporation ("FSAC") with the Securities
  and Exchange Commission.  Capitalized terms used herein and not
  otherwise defined shall have the meanings ascribed to such
  terms in the Schedule 13E-4.

            The right of holders of shares of common stock, par
  value $.001 per share, of FSAC issued in FSAC's December 1994
  initial public offering ("Public Shares") to exercise
  Redemption Rights in connection with the Merger terminated at
  5:00 p.m., New York City time, on  August 15, 1996.  The number
  of Public Shares validly tendered and not withdrawn was
  136,000.  FSAC has accepted for payment (and caused payment to
  be mailed for) all such 136,000 shares at a redemption price of
  $5.2953450 per share, calculated by dividing $18,974,984.32,
  the amount in the Trust as of close of business on July 11,
  1996 (the record date for the special meeting of FSAC
  stockholders held in connection with the Merger), by 3,583,333,
  the number of outstanding Public Shares.



                             SIGNATURE

            After due inquiry and to the best of my knowledge and
  belief, I certify that the information set forth in this
  statement is true, complete and correct.

  Dated:  August 26, 1996

                                   FINANCIAL SERVICES
                                   ACQUISITION CORPORATION

                                   /s/ Gilbert D. Scharf 
                                   __________________________________ 
                                   Name:  Gilbert D. Scharf
                                   Title: Chairman of the Board, 
                                          President and Chief
                                          Executive Officer