AFGL INTERNATIONAL, INC.
                                
                        SUPPLEMENT NO. 1
            TO THE PROSPECTUS DATED SEPTEMBER 5, 1996
                                
          The Date of This Supplement Is October 3,1996

      On  or about October 4, 1996, AFGL International, Inc. (the
"Company"),  proposes to disseminate a notice of  annual  meeting
and  proxy statement for a meeting of stockholders scheduled  for
November  6, 1996.  At the annual meeting, stockholders  will  be
asked  to consider and vote on a proposal to change the state  of
incorporation  of  the Company from Nevada to  Delaware,  and  in
connection  therewith change the name of the Company  to  Headway
Corporate  Resources,  Inc.   If  the  stockholders  approve  the
proposal,  the  Company  will merge  with  and  into  a  Delaware
corporation formed for the purpose of effecting the change in the
Company's  domicile.   In  addition to the  change  in  domicile,
stockholders will consider and vote on the election of  directors
and the appointment of independent accountants for the Company.

      On  September 26 and 27, 1996, the Company received notices
of  conversion  from  three holders of  the  Company's  Series  D
Convertible   Preferred   Stock.    Information   regarding   the
conversion is presented in the following table.

Name of Selling   Face Value of    Dividend on     Number of
Stockholder           Shares         Shares      Common Shares
                  Converted (1)     Converted      Issued (2)
Jules Nordlicht      $500,000      $13,150.68       175,737

A. Zyskind          $1,050,000     $27,616.44       369,047

Leibel Stern         $250,000       $6,630.14        86,700

(1)   This is the amount paid in cash by each Selling Stockholder
for  the purchase of his shares of Series D Convertible Preferred
Stock.

(2)   The Company elected to pay the dividend in Shares of common
stock,  so these figures include the Shares issued in payment  of
the dividend.
___________________________________

      The Selling Stockholders listed above propose to offer  the
Shares  in  transactions for their own account in  the  over-the-
counter  market either directly to market makers or  in  broker's
transactions  in  which the broker does no more  than  place  the
order  for  the  Selling  Stockholder and charges  the  customary
commission for such service.

      On  September 27, 1996, the last reported sale price of the
Company's  Common Stock (symbol AFGL) as reported by  the  NASDAQ
SmallCap Market was $4.125 per share.

THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS
OF  THE COMPANY DATED SEPTEMBER 5, 1996, PERTAINING TO THE  OFFER
OF  UP TO 3,364,711 SHARES BY CERTAIN SELLING STOCKHOLDERS.   ALL
INFORMATION PRESENTED IN THE PROSPECTUS IS DEEMED TO  BE  UPDATED
AND,  WHERE APPROPRIATE, SUPERSEDED BY THE INFORMATION  PRESENTED
HEREIN.