10KSB/A

 
[The Company inadvertently omitted to file as an Exhibit the Financial Data 
Schedule in its Form 10-KSB filed on March 31, 1997]



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A

                               (AMENDMENT NO. 1)

               [X] Annual Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                   for the fiscal year ended December 31, 1996

               [ ] Transition Report Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
            For the transition period from __________ to ___________

                        Commission File Number: 33-90696
                                                --------
                         ANDEAN DEVELOPMENT CORPORATION
                  ---------------------------------------------
                 (Name of small business issuer in its charter)

          FLORIDA                               65-0648697
        --------------            ------------------------------------
       (State or other            (I.R.S. Employer Identification No.)
       jurisdiction of
       incorporation
       or organization)

          1900 GLADES ROAD, SUITE 351
             BOCA RATON, FLORIDA                        33431
    ----------------------------------------         ----------
    (Address of Principal Executive Offices)         (Zip Code)
             

Issuer's telephone number (561) 416-8930

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

                                      None

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

                                TITLE OF CLASSES:

                         Common Stock, $.0001 par value
                    Redeemable Common Stock Purchase Warrants


         Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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.

                      (1) Yes[X]  No [ ]     (2) Yes[X]  No [ ]
                                         



         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B 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-KSB or any
amendment to this Form 10-KSB [ ].

         The Issuer's revenue for its most recent fiscal year was $3,423,552.

         The aggregate market value of the voting stock held by non-affiliates
as of December 31, 1996 was approximately $7,425,000. This determination was
based on the average bid and ask price of the stock, as of December 31, 1996.

         The number of shares outstanding of the Registrant's sole class of
common stock as of December 31, 1996 was 2,820,100 shares.


         Documents Incorporated by Reference to the Company's Registration
Statement File No: 33 90696.


                                        2



                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities and Exchange
Act of 1934, as amended the Registrant certifies that it has duly caused this
Form 10-KSB/A to be signed on its behalf by the undersigned, thereunto duly
authorized on the 3 of June, 1997.

                                  ANDEAN DEVELOPMENT CORPORATION



                                  BY: /s/  PEDRO P. ERRAZURIZ
                                     ------------------------------
                                     Pedro P. Errazuriz , President
                                     (Principal Executive Officer)

                                  BY: /s/ JOSE LUIS YRARRAZAVAL
                                      ----------------------------
                                      Jose Luis Yrarrazaval, 
                                      Secretary/Treasurer
                                      (Principal Accounting Officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Form 10-KSB/A has been signed by the following persons in the
capacity and on the dates indicated.

Dated: June 3, 1997               BY: /s/  PEDRO P. ERRAZURIZ
                                    ------------------------------
                                    Pedro P. Errazuriz 

Dated: June 3, 1997               BY: /s/ JOSE LUIS YRARRAZAVAL
                                     ----------------------------
                                     Jose Luis Yrarrazaval



                                 EXHIBIT INDEX

EXHIBIT        DESCRIPTION
- -------        -----------

27             Financial Data Schedule

EX-27

 


<ARTICLE>                     5
       
                             
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                              DEC-31-1996       
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   DEC-31-1996
<CASH>                                         3,766,916
<SECURITIES>                                   0
<RECEIVABLES>                                  2,912,723
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               6,841,310
<PP&E>                                         165,557
<DEPRECIATION>                                 (87,119)
<TOTAL-ASSETS>                                 8,839,997
<CURRENT-LIABILITIES>                          498,217
<BONDS>                                        0
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<COMMON>                                       282
<OTHER-SE>                                     8,159,480
<TOTAL-LIABILITY-AND-EQUITY>                   8,839,997
<SALES>                                        3,423,552
<TOTAL-REVENUES>                               3,423,552
<CGS>                                          1,074,826
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               (251,795)
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             325,777
<INCOME-PRETAX>                                1,493,289
<INCOME-TAX>                                   151,215
<INCOME-CONTINUING>                            1,342,074
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,342,074
<EPS-PRIMARY>                                  .81
<EPS-DILUTED>                                  .81