UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


                            FORM 10-K405/A

                             AMENDMENT #1


      [X]  Annual Report Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934

              For the fiscal year ended January 29, 1995

                                  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 34-1-10952

                    DUTY FREE INTERNATIONAL, INC.
        (Exact name of registrant as specified in its charter)


           MARYLAND                                52-1292246
- -------------------------------                  --------------
(State or other jurisdiction of                 (I.R.S. Employer  
incorporation or organization                   Identification
                                                 No.      
            63 Copps Hill Road
        Ridgefield, Connecticut                      06877
- ------------------------------                   --------------
 (Address of principal executive offices)          (Zip Code)

  Registrant's telephone number, including area code:  (203) 431-6057
  Securities registered pursuant to Section 12(b) of the Act:
  Title of class: Common Stock, $.01 par value per share 
  Name of exchange on which registered:  New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:  None

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 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     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 a 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   
The aggregate market value of the voting stock held by non-affiliates of
the registrant based upon the closing price of $7.375 per share for the
registrant's common stock as reported by the New York Stock Exchange as
of March 31, 1995 was approximately $151,575,000.

Number of shares  Common Stock of the registrant outstanding as of March
31, 1995: 27,243,550 shares.







PURPOSE OF THIS AMENDMENT IS TO INCLUDE THE FOLLOWING EXHIBITS THAT WERE
NOT TRASMITTED WITH THE 10K405 ELECTRONICALLY FILED ON 5/1/95:

EXHIBIT 21.1 - SUBSIDIARIES
EXHIBIT 23.1 - CONSENT OF KPMG PEAT MARWICK LLP
EXHIBIT 24.1 - POWERS OF ATTORNEY






                              SIGNATURES
                                -----------
Pursuant to the requirements of Section 13 or 15(d) 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, this
2nd day of May, 1995.

          DUTY FREE INTERNATIONAL, INC.

          By: /s/ Alfred Carfora         
             ----------------------------
          Alfred Carfora
          President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.


Signature                       Title        Date


      *                 
- -----------------------
Jack Africk              Director            May 2, 1995
      *                 

- -----------------------
David H. Bernstein       Director, Chairman 
                         of the Executive    
Committee                May 2, 1995
 /s/ Alfred Carfora
- -----------------------
Alfred Carfora           Director, President 
                         and Chief Executive 
                         Officer             May 2, 1995
      *                
- -----------------------
Heribert Diehl           Director            May 2, 1995


      *               
- ----------------------
John A. Couri            Director            May 2, 1995


 /s/ Gerald F. Egan
- ----------------------
Gerald F. Egan           Vice President of 
                         Finance, Treasurer, 
                         Secretary and 
                         Chief Financial     
                         Officer**           May 2, 1995
      *                
- ---------------------- 
Morris W. Offit          Director            May 2, 1995
      *                
- -----------------------    
Carl Reimerdes           Director, Vice      
                         President           May 2, 1995
      *                 
- ------------------------ 
Susan H. Stackhouse      Director            May 2, 1995

*By:  /s/ Alfred Carfora
     -------------------
      Alfred Carfora
      Attorney-in-fact

**Principal Financial and Accounting Officer