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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

   
                                   FORM 10-Q/A
    

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED MARCH 31, 1996                     COMMISSION FILE NO. 2-93124


                                SGI INTERNATIONAL
             (Exact name of registrant as specified in its Charter)

             UTAH                                             33-0119035
(State or other jurisdiction of                            (I.R.S. Employer
 Incorporation or organization)                           Identification No.)

           1200 PROSPECT STREET, SUITE 325, LA JOLLA, CALIFORNIA 92037
              (Address of principal executive offices - Zip Code)

        REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (619) 551-1090

             SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE
                      SECURITIES EXCHANGE ACT OF 1934: NONE

             SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
          SECURITIES EXCHANGE ACT OF 1934: COMMON STOCK (NO 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 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

THE NUMBER OF SHARES OF COMMON STOCK, NO PAR VALUE, OUTSTANDING AS OF MAY 10,
1996, WAS 5,252,000.


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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

   
                                   FORM 10-Q/A
    

                                   (Mark One)

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


For the period ended March 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   2-93124

                                SGI International
             (Exact name of registrant as specified in its charter)

             Utah                                               33-0119035
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

           1200 Prospect Street, Suite 325, La Jolla, California 92037
                    (Address of principal executive offices)

                                 (619) 551-1090
               Registrant's telephone number, including area code

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.
                                                           [X] Yes       [ ] No

The number of shares of Common Stock, no par value, outstanding as of May 10,
1996 was 5,252,000.


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                           PART II. OTHER INFORMATION

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ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K

         1.       EXHIBITS

   
    

                  27      Financial Data Schedule

   
    

         2.       REPORTS ON FORM 8-K

                  None

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                                   SIGNATURES

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         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.

SGI INTERNATIONAL

By:   /s/ JOSEPH A. SAVOCA                                          May 10, 1996
     ----------------------------
       Joseph A. Savoca,
       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.

   


         Name                                        Title                                                 Date
         ----                                        -----                                                 ----
                                                                                                  
                                            Chief Executive Officer                                    May 20, 1996
 /s/JOSEPH A. SAVOCA                        and Chairman of the Board
- --------------------------
Joseph A. Savoca

    

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