UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
    
                                  FORM 10-Q/A      

                             ---------------------

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

For the Quarter ended June 30, 1996

    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:  0-11586

                             ---------------------
                INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
             (Exact name of registrant as specified in its charter)



         Pennsylvania                                    23-0350710
  (State or other jurisdiction of             (IRS Employer Identification No.)
   incorporation or organization)


                               810 Lombard Street
                        Philadelphia, Pennsylvania 19147
                    (Address of principal executive offices)

                                 (215) 923-6850
              (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.

                         Yes   X        No 
                             -----         -----

    
As of August 19, 1996, there were outstanding 12,760,140 shares of the
Registrant's Common Stock, $.005 par value.      


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                                                              Page 1 of 10 pages
                                                      Exhibit Index is on Page 9

 
PART II    OTHER INFORMATION

Item 1.    Legal Proceedings.

           None.

Item 6.    Exhibits and Reports on Form 8-K
 
           (a)  Exhibits:
                None.

           (b)  Reports on Form 8-K:
                None.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.


                                          INTERNATIONAL MANAGEMENT & 
                                          RESEARCH CORPORATION


    
Date:   August 19, 1996     
                                          By:
                                             ---------------------------------
                                             Jack Paller, President, Chairman 
                                             (Principal Executive Officer), 
                                             Principal Financial Officer and 
                                             Principal Accounting Officer