SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                                (Amendment No.2)*


                    International Assets Holding Corporation
             -----------------------------------------------------
                                (Name of Issuer)

                                 Common Shares
             -----------------------------------------------------
                         (Title of Class of Securities)

                                   459028106
             -----------------------------------------------------
                                 (CUSIP Number)





*The remainder of this cover page shall be filled out for a reporting person's
initial filing on  this form with respect to the  subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information  required in the  remainder of  this cover page  shall not  be
deemed to be "filed" for  the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the  Act but shall be subject to all other provisions of the Act (however, see
the Notes). 



CUSIP No.   459028106                          


- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       The International Assets Advisory Corporation Employee Stock Ownership
       Plan and Trust       59-6993257

- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [  ]
                                                             (b)  [  ]


- --------------------------------------------------------------------------------
   3   SEC USE ONLY




- --------------------------------------------------------------------------------
   4   CITIZENSHIP OR PLACE OF ORGANIZATION

       Florida
- --------------------------------------------------------------------------------
   NUMBER OF      5    SOLE VOTING POWER
     SHARES            N/A
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      6    SHARED VOTING POWER
      EACH             N/A
   REPORTING      --------------------------------------------------------------
     PERSON       7    SOLE DISPOSITIVE POWER
      WITH             338,339
                  --------------------------------------------------------------
                  8    SHARED DISPOSITIVE POWER
                       N/A                        
- --------------------------------------------------------------------------------
   9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       338,339

- --------------------------------------------------------------------------------
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

       N/A

- --------------------------------------------------------------------------------
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

       24.0

- --------------------------------------------------------------------------------
  12   TYPE OF REPORTING PERSON*

       EP

- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT



                                                            





Item 1.     (a)   Name of Issuer:
                  International Assets Holding Corporation

            (b)   Address of Issuer's Principal Executive Offices:
                  250 Park Avenue South, Suite 200
                  Winter Park, FL 32789

Item 2.     (a)   Name of Person Filing:
                  The International Assets Advisory Corporation Employee Stock
                  Ownership Plan and Trust (the"ESOP").

            (b)   Address of Principal Business Office:
                  250 Park Avenue South, Suite 200
                  Winter Park, FL 32789

            (c)   Citizenship:
                  Florida

            (d)   Title of Class of Securities:
                  Common Stock

            (e)   CUSIP Number:
                  459028106

Item 3.     If this statement  is filed  pursuant to Rules  13d-1(b), or  
            13d-2(b), check whether the person filing is a:

            (a)   [ ]   Broker or Dealer  registered under Section  15 of  the
                        Act 

            (b)   [ ]   Bank as defined in section 3(a)(6) of the Act

            (c)   [ ]   Insurance Company  as defined  in section  3(a)(19) of
                        the Act

            (d)   [ ]   Investment Company registered under  section 8 of  the
                        Investment Company Act

            (e)   [ ]   Investment Adviser registered under section 203 of the
                        Investment Advisers Act of 1940

            (f)   [X]   Employee Benefit Plan,  Pension Fund which is  subject
                        to the  provisions of  the Employee Retirement  Income
                        Security Act of  1974 or Endowment  Fund; see  Section
                        240.13d-1(b)(1)(ii)(F)

            (g)   [ ]   Parent  Holding  Company, in  accordance  with Section
                        240.13d-1(b)(1)(ii)(G)

            (h)   ( )   Group,   in   accordance    with   Section    240.13d-
                        1(b)(1)(ii)(H)




                                                            



Item 4.     Ownership.

               If the percent of the class owned,  as of December 31 of the year
               covered  by the  statement,  or as of the last  day of any month
               described  in  Rule  13d-1(b)(2),  if  applicable,  exceeds  five
               percent,  provide the following  information  as of that date and
               identify those shares which there is a right to acquire.
               
               (a)  Amount Beneficially Owned:
                    338,339

               (b)  Percent of Class:
                    24.0%

               (c)  Number of shares as to which such person has:

                  (i)  sole power to vote or to direct the vote
                       N/A

                  (ii) shared power to vote or to direct the vote
                       N/A

                  (iii)sole power to dispose or to direct the  disposition of

                       The ESOP has sole power to dispose or to direct the 
                       disposition of 338,339

                  (iv) shared power to dispose or to direct the disposition of
                       N/A

Item 5.     Ownership of Five Percent or Less of a Class.
              
               If this  statement  is being  filed to report the fact that as of
               the date  hereof  the  reporting  person  has  creased  to be the
               beneficial  owner  of more  than  five  percent  of the  class of
               securities, check the following [  ]
               

Item 6.     Ownership of More Than Five Percent on Behalf of Another Person.

               The  participants  of the  ESOP who have  been  allocated  shares
               pursuant to the ESOP plan have the right to receive dividends and
               the right to receive proceeds from the sale of these securities.

Item 7.     Identification and Classification of the Subsidiary which Acquired
            the Security Being Reported on By the Parent Holding Company.

               N/A

Item 8.     Identification and Classification of Members of the Group.

               N/A

Item 9.     Notice of Dissolution of Group.

               N/A

Item 10.    Certification.

            By signing  below I  certify that, to the best of my knowledge
            and belief,  the securities  referred to above were acquired in the
            ordinary  course of business  and were not acquired for the purpose
            of and do not  have the  effect  of  changing  or  influencing  the
            control of the issuer of such  securities  and were not acquired in
            connection with or as a participant in any transaction  having such
            purpose or effect.





                                  Signature.


            After  reasonable  inquiry  and to the  best  of my  knowledge  and
            belief,  I  certify  that the  information  set  forth in this
            statement is true, complete and correct.


Date: 02/14/97

By:/s/ Nancey M. McMurtry, Trustee
   -------------------------------