As filed with the Securities and Exchange Commission on April 27, 2006
                                                     Registration No. 333-132766
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 AUTOINFO, INC.
             (Exact name of Registrant as specified in its charter)


                                                                
            Delaware                           4731                   13-2867481
(State or Other Jurisdiction of   (Primary Standard Industrial     (I.R.S. Employer
 Incorporation or Organization)    Classification Code Number)    Identification No.)


                                 AutoInfo, Inc.
                         6413 Congress Avenue, Suite 260
                            Boca Raton, Florida 33487
                                 (561) 988-9456
                            (561) 994-8033 Facsimile
   (Address, including zip code, and telephone number, including area code, of
                        Registrant's executive offices)

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

                                  Harry Wachtel
                             Chief Executive Officer
                         6413 Congress Avenue, Suite 260
                            Boca Raton, Florida 33487
                                 (561) 988-9456
                            (561) 994-8033 Facsimile
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

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

                                    Copy to:

                              Kenneth S. Rose, Esq.
                       Morse, Zelnick, Rose & Lander, LLP
                                 405 Park Avenue
                            New York, New York 10022
                                 (212) 838-5030
                            (212) 838-9190 Facsimile

      Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.

      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), check the following box. |X|

      If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

      If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

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



                         CALCULATION OF REGISTRATION FEE



===============================================================================================================
 Title of Each Class of                    Proposed Maximum        Proposed Maximum
  Securities to be       Amount To Be     Offering Price Per      Aggregate Offering           Amount of
     Registered           Registered           Share (1)              Price (1)            Registration Fee
---------------------------------------------------------------------------------------------------------------
                                                                                   
Common stock, $.001
par value                5,383,333(2)            $0.76                $4,091,333               $437.77*
===============================================================================================================


* Previously paid.

(1)   In accordance with Rule 457(c),  the aggregate offering price per share is
      estimated solely for purposes of calculating the  Registration  fee, using
      the average of the high and low sales price  reported by the OTC  bulletin
      board for the common stock on March 27, 2006.

(2)   In  accordance  with Rule 429,  the  number  of  shares  included  in this
      Registration  Statement  includes  4,383,333  shares  of the  registrant's
      common stock beneficially owned by the selling  shareholders  herein which
      are covered by a Registration  Statement on Form S-2 (File No. 333-123710)
      declared effective by the Commission on June 29, 2005.

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

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES  ACT OF  1933 OR  UNTIL  THIS  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE  ON SUCH  DATE  AS THE  SECURITIES  AND  EXCHANGE  COMMISSION,  ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

      The  following  are the expenses of the issuance and  distribution  of the
securities being registered,  other than underwriting  commissions and expenses,
all of which will be paid by the Company.  Other than the SEC  registration  fee
all of such expenses are estimated.

Registration fee..................................................   $    438.00
Printing and Edgar Conversion expenses............................   $  1,500.00
Accounting fees and expenses......................................   $  1,000.00
Legal fees and expenses...........................................   $ 10,000.00
Transfer agent and registrar fees and expenses....................   $     00.00
Miscellaneous.....................................................   $     62.00

         Total....................................................   $ 13,000.00
                                                                     ===========

Item 14. Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law grants us the power to
indemnify our  directors and officers  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts  paid in  settlement  in  connection  with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation - a
"derivative  action"),  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and with  respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard is
applicable in the case of derivative actions,  except that  indemnification only
extends to expenses (including  attorneys' fees) incurred in connection with the
defense or settlement of such actions,  and the statute  requires court approval
before  there  can  be  any   indemnification   in  which  the  person   seeking
indemnification  has been found liable to the corporation.  The statute provides
that it is not  exclusive  of other  indemnification  that may be  granted  by a
corporation's  charter,  bylaws,  disinterested director vote, stockholder vote,
agreement or otherwise.

      Our  Certificate  of  Incorporation  provides  that we indemnify  and hold
harmless each of our directors and officers to the fullest extent  authorized by
the Delaware General  Corporation  Law, against all expense,  liability and loss
(including  attorney's fees,  judgments,  fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith.

      Our Certificate of Incorporation also provides that a director will not be
personally  liable to us or to our  stockholders for monetary damages for breach
of the fiduciary  duty of care as a director.  This provision does not eliminate
or limit the liability of a director:

      o     for  breach  of  his  or  her  duty  of  loyalty  to us  or  to  our
            stockholders;

      o     for acts or omissions not in good faith or which involve intentional
            misconduct or a knowing violation of law;



      o     under Section 174 of the Delaware General  Corporation Law (relating
            to unlawful  payments or dividends or unlawful stock  repurchases or
            redemptions); or

      o     for any improper benefit.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to directors,  officers and controlling persons pursuant to
our Certificate of  Incorporation,  Bylaws and the Delaware General  Corporation
Law, we have been  advised  that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy and is,  therefore,
unenforceable.

Item 15. Recent Sales of Unregistered Securities.

      On January 21, 2004,  we closed a private  placement  pursuant to which we
issued a total of  1,333,333  shares of our common  stock,  par value $0.001 per
share (common stock"),  to an accredited  investor.  We received  $442,201.76 in
consideration  for the issuance of the  securities.  The securities  were issued
pursuant to the exemption from  registration  provided by Rule 506 of Regulation
D,  promulgated  under the  Securities  Act of 1933,  as amended.  The  investor
received  current  information  about our company and had the opportunity to ask
questions  about  our  company.   The  investor  purchased  the  securities  for
investment  purposes  and the  securities  they  received  were  marked with the
appropriate restrictive legend.

      On January 21, 2004,  we issued a total of 2,300,000  shares of our common
stock upon conversion of $575,000 of outstanding 12% convertible debentures.

      The foregoing  securities  were issued in reliance upon the exemption from
the  registration  requirements  of the  Securities  Act of  1933,  as  amended,
provided in Section 4(2) thereof,  as a transaction by an issuer not involving a
public  offering.  We reasonably  believed that the purchaser had such knowledge
and experience in financial and business matters to be capable of evaluating the
merits and risks of the investment,  each purchaser  represented an intention to
acquire the securities for investment  only and not with a view to  distribution
thereof  and  appropriate  legends  were  affixed to the stock  certificates  or
warrants. No commissions were paid in connection with such issuances.



Item 16. Exhibits and Financial Statement Schedules.

Exhibit
  No.                                 Description
-------                               -----------

No. 3A            Certificate of Incorporation of the Company, as amended. (9)

No. 3B            Amended and Restated By-Laws of the Company. (5)

No. 4A            Specimen Stock Certificate. (2)

No. 5A            Opinion of Morse, Zelnick, Rose and Lander, LLP

No. 9A            Irrevocable  Proxies,  dated  June 1, 2001,  appointing  Harry
                  Wachtel as proxy of each of William  Wunderlich and Mark Weiss
                  with  respect  to 750,000  and  1,000,000  shares of  AutoInfo
                  common stock then respectively owned by each of them. (13)

No. 10A           1986 Stock Option Plan. (1)

No. 10B           1989 Stock Option Plan. (3)

No. 10C           1992 Stock Option Plan. (4)

No. 10D           1997 Stock Option Plan. (6)

No. 10E           1997 Non-Employee Stock Option Plan. (6)

No. 10F           1999 Stock Option Plan. (8)

No. 10G           Form of Agreement and Plan of  Reorganization  among AutoInfo,
                  Inc. on the one hand, and Sunteck Transport Co., Inc., et al.,
                  on the other hand, dated June 22, 2000. (7)

No. 10H           Form of Debenture dated December 6, 2000. (7)

No. 10I           Employment  Agreement  between  AutoInfo,  Inc.  and  Harry M.
                  Wachtel dated as of December 7, 2000. (9)

No. 10J           Employment  Agreement  between  AutoInfo,   Inc.  and  William
                  Wunderlich dated December 7, 2000. (9)

No. 10K           Amendment to Employment  Agreement between AutoInfo,  Inc. and
                  Harry M. Wachtel dated as of November 16, 2005. (12)

No. 10L           Amendment to Employment  Agreement between AutoInfo,  Inc. and
                  William Wunderlich dated November 16, 2005. (12)

No. 10M           Stock Purchase Agreement between AutoInfo,  Inc and Kinderhook
                  Partners, LP dated January 21, 2004.(11)



No. 10N           Registration  Rights  Agreement  between  AutoInfo,  Inc.  and
                  Kinderhook Partners, LP, et al, dated October 4, 2004.(11)

No. 10O           First  Amendment  to Revolving  Credit and Security  Agreement
                  between Wachovia Bank and AutoInfo, Inc., et al (11)

No. 10P           Registration  Rights  Agreement  between  AutoInfo,  Inc.  and
                  Kinderhook Partners, LP, et al, dated January 5, 2006.(12)

No. 10Q           Second  Amendment to Revolving  Credit and Security  Agreement
                  between Wachovia Bank and AutoInfo, Inc., et al (12)

No. 21A           Subsidiaries of the Registrant. (11)

No. 23A           Consent  of  Dworken,  Hillman,  LaMorte  &  Sterczala,  P.C.,
                  independent registered public accounting firm.*

No. 23B           Consent of Morse,  Zelnick,  Rose & Lander,  LLP  (included in
                  Exhibit 5.1)*

No. 24A           Power of Attorney (included in signature page)*

----------
*Previously filed as an Exhibit to this Registration Statement.

(1)   This  Exhibit was filed as an Exhibit to our  definitive  proxy  statement
      dated October 20, 1986 and is incorporated herein by reference.

(2)   This  Exhibit was filed as Exhibit to our  Registration  Statement on Form
      S-1 (File No. 33-15465) and is incorporated herein by reference.

(3)   This  Exhibit was filed as an Exhibit to our  definitive  proxy  statement
      dated September 25, 1989 and is incorporated herein by reference.

(4)   This Exhibit was filed as an Exhibit our definitive  proxy statement dated
      October 2, 1992 and is incorporated herein by reference.

(5)   This  Exhibit  was filed as an Exhibit to our  Current  Report on Form 8-K
      dated March 30, 1995 and is incorporated herein by reference.

(6)   This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for
      the year ended December 31, 1997 and is incorporated herein by reference.

(7)   This  Exhibit  was filed as an Exhibit to our  Current  Report on Form 8-K
      dated December 6, 2000 and is incorporated herein by reference.

(8)   This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for
      the year ended December 31, 1999 and is incorporated herein by reference.

(9)   This  Exhibit was filed as an Exhibit to our Annual  Report on Form 10-KSB
      for the year  ended  December  31,  2000  and is  incorporated  herein  by
      reference.

(10)  This  Exhibit was filed as an Exhibit to our Annual  Report on Form 10-KSB
      for the year  ended  December  31,  2003  and is  incorporated  herein  by
      reference.

(11)  This  Exhibit was filed as an Exhibit to our Annual  Report on Form 10-KSB
      for the year  ended  December  31,  2004  and is  incorporated  herein  by
      reference.

(12)  This Exhibit was filed as an Exhibit to our Annual Report on Form 10-K for
      the year ended December 31, 2005 and is incorporated herein by reference.

(13)  This  Exhibit was filed as Exhibit to our  Registration  Statement on Form
      S-2 (File No. 333-123710) and is incorporated herein by reference.



Item 17. Undertakings.

      A. The undersigned Registrant hereby undertakes:

            (1) to file,  during any  period in which  offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                  (i) include any prospectus required by Section 10(a)(3) of the
Securities Act;

                  (ii)  reflect in the  prospectus  any facts or events  arising
after the  effective  date of the  Registration  Statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement; and

                  (iii) include any additional or changed  material  information
with  respect  to  the  plan  of  distribution  disclosed  in  the  Registration
Statement.

            (2) That,  for the purpose of  determining  any liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

            (4)  For  the  purpose  of  determining   any  liability  under  the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new  Registration  Statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

      B. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing  provisions,  or otherwise,  the small
business  issuer has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against such  liabilities  (other than the payment by the small
business  issuer  of  expenses  incurred  or  paid  by a  director,  officer  or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities  being  registered,  the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-1 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by the  undersigned,  there  unto duly
authorized, in the City of Boca Raton, State of Florida on April 26, 2006.

                                   AUTOINFO, INC.


                                   By: /s/ Harry M. Wachtel
                                       -----------------------------------------
                                       Harry M. Wachtel, Chief Executive Officer

      In accordance  with the  requirements  of the  Securities  Act of 1933, as
amended,  the following persons have signed this  Registration  Statement in the
capacities indicated on the date set forth above.



             Signature                                         Title
             ---------                                         -----
                                        
/s/ Harry M. Wachtel                       Chief Executive Officer, President and Director
---------------------------------------    (principal executive officer)
Harry M. Wachtel


/s/ William W. Wunderlich                  Chief Financial and Accounting Officer
---------------------------------------    (principal financial officer)
William W. Wunderlich


*Mark Weiss                                Director
---------------------------------------
Mark Weiss

*Peter C. Einselen                         Director
---------------------------------------
Peter C. Einselen

*Thomas C. Roberston                       Director
---------------------------------------
Thomas C. Roberston

/s/ Harry Wachtel
---------------------------------------
* By: Harry Wachtel, Attorney in fact