UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D
                                 Amendment No. 1


                  Under the Securities Exchange Act of 1934


                          Strategic Distribution, Inc.
                                (Name of Issuer)


                          Common Stock, par value $0.10
                         (Title of Class of Securities)


                                    862701208
                                 (CUSIP Number)


   Michael F. Devine III, 3220 Tillman Drive, Suite 200, Bensalem, PA 19020
                (Name, address and telephone number of person
              authorized to receive notices and communications)


                              November 15, 2000
                              -----------------
           (Date of Event which Requires Filing of This Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is  subject of this  Schedule  13D,  and is filing  this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].


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                                  SCHEDULE 13D
CUSIP No. 862701208                                            Page 1 of  3


1)  Name of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons

      Formula Growth Limited - ("FGL")

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

2)  Check the Appropriate Box If Either Is a Member of a Group
      (A)(X)
      (B)( )

3)  SEC Use Only


4)  Source of Funds                             OO


5)  Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)      [ ]

- ----------------------------------------------------------------------------
6)  Citizenship or Place of Organization  Canada

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

                  7)  Sole Voting Power               0
Number of
Shares
                  ----------------------------------------------------------
Beneficially8)  Shared Voting Power       1,393,600
Owned by
Each
                  ---------------------------------------------------------
Reporting         9)  Sole Dispositive Power    0
Person With

                  10)  Shared Dispositive Power 1,393,600


11)  Aggregate Amount Beneficially Owned by Each Reporting Person

                              1,393,600

12)  Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares (  )

- ----------------------------------------------------------------------------
13)  Percent of Class Represented by Amount in Row (114.5%


14)  Type of Reporting Person

                              CO

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Item 1.  Security and Issuer

This statement relates to the common stock, par value $0.10 ("Common Stock"), of
Strategic  Distribution,  Inc., a Delaware  corporation with principal executive
offices   at   3220   Tillman   Drive,   Suite   200,   Bensalem,   Pennsylvania
19020("Strategic").

Item 2.  Identity and Background

This  statement  is  filed  by  Formula  Growth  Limited  ("FGL"),   a  Canadian
corporation,  which manages and controls Formula Growth Fund ("FGF"), a Canadian
mutual  fund and Formula  Unit Trust  ("FUT"),  a Canadian  mutual  fund.  FGL's
directors  are John W. Dobson,  Randall W. Kelly,  Bette Lou Reade,  Ian Soutar,
Stuart Cobbett, Roger De Serres, Drummond Birks, Scott Taylor, Morris Godel, and
Jacques  Tetrault.  FGL's  executive  officers  are Randall W. Kelly,  Bette Lou
Reade,  Rene  Catafago,  Kimberly  Holden,  John  Liddy,  Ian  Soutar and Stuart
Cobbett.

The business  address for the all entities  described  herein is 1010 Sherbrooke
Street West, Suite 1408, Montreal, Quebec H3A 2R7. The principal business of all
entities  described  herein  is  investment  management.  None  of the  entities
described herein have been convicted in a criminal proceeding (excluding traffic
violations  and similar  misdemeanors)  during the last five years.  Neither FGF
nor,  to  the  best  of  its  knowledge,  any  director,  executive  officer  or
controlling person of FGF has, during the last five years, been (a) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) a party  to a civil  proceeding  of a  judicial  or  administrative  body of
competent  jurisdiction  as a result of which  proceeding  FGF or any  director,
executive officer or controlling  person of FGF was or is subject to a judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating  activities  subject  to, or finding  any  violation  with  respect to
federal or state  securities  laws.  All of the  entities  described  herein are
citizens of Canada or entities organized under the laws of Canada.

Item 3.  Source and Amount of Funds or Other Consideration

FGF sold 806,500 shares of Strategic  Distribution  between October 23, 2000 and
November  15, 2000 at prices  varying  between  $1.50 and $0.40.  As a result of
these sales, FGL's ownership of Strategic's common stock through FGF and FUT was
reduced to 1,393,600, as FGF now owns 216,500 and FUT owns 1,177,100.

Item 4.  Purpose of Transaction

Not applicable to this amendment.

Item 5.  Interest in Securities of the Issuer

Not applicable to this amendment.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

No contracts arrangements, understandings or relationships exist with respect to
the securities of the issuer.

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Item 7.  Material to Be Filed as Exhibits.

Not applicable.

                              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: December 22, 2000

                                          Formula Growth Limited


                                          /s/ Rene Catafago
                                          -------------------------------------
                                         Rene Catafago, Executive Vice President

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