UNITED STATES
                               SECURITIES AND EXCHANGE COMMISSION
                                      WASHINGTON, DC 20549


                                          FORM 10-QSB/A

(Mark One)

[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                        For the quarterly period ended October 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 0-22324


                                      JACKSON HEWITT INC.
               (Exact name of small business issuer as specified in its charter)


        Virginia                              54-1349705
(State of organization)          (I.R.S. Employer Identification No.)


                        4575 Bonney Road, Virginia Beach, Virginia 23462
                            (Address of principal executive office)

                                         (757) 473-3300
                      (Registrant's telephone number, including area code)

            Check whether the issuer (1) filed all reports required to be filed
by Section 12, 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.
[X] Yes [ ] No

State the number of shares  outstanding of each of the issuer's  classes of
common stock,  as of the last practicable date:   4,552,797

Transitional Small Business Issuer Format (check one):    [  ]  Yes   [X]  No





                                    SIGNATURE


            In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed by the undersigned, thereunto duly
authorized.

                                                 Jackson Hewitt Inc.


                                                 By /s/ Christopher Drake
                                                 Christopher Drake
                                                 Controller &
                                                 Chief Financial Officer



January 29, 1997