<PAGE>  1

                                CONFORMED
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
 
                               FORM 10-Q/A
 
 (Mark One)
 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND 
     EXCHANGE ACT OF 1934
 
 For the quarterly period ended September 30, 1996
 
                                   or
 
 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES    
  AND EXCHANGE ACT OF 1934
 
 For the transition period from ____________________ to____________________ 
 
 Commission file number 1-542
 
                                GROSSMAN'S INC.                            
 --------------------------------------------------------------------------
 (Exact name of registrant as specified in its charter)
 
                 Delaware                                 38-0524830        
 ----------------------------------------          ------------------------
      (State or other jurisdiction of                  (I.R.S. Employer
      in corporation or organization)                 Identification No.)
 
              45 Dan Road                                            
          Canton, Massachusetts                              02021          
 ----------------------------------------          ------------------------
 (Address of principal executive offices)                 (Zip Code)
 
                                 (617) 830-4000                             
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              (Registrant's telephone number, including area code)
 
                200 Union Street, Braintree, Massachusetts          
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              (Former name, former address and former fiscal year, 
                          if changed since last report)
 
      Indicate by check mark whether the registrant (1) has filed all
 reports 
 required to be filed by Sections 13 or 15(d) of the Securities Exchange
 Act of 1934 during the preceding 12 months (or for such shorter periods
 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      
 
      Indicate the number of shares outstanding of the issuer's classes of
 common stock, as of the latest practicable date. 
 
 Common Stock - $.01 Par Value - 27,371,605 shares as of November 8, 1996.
 
 R>  This amendment files corrections to adjust Statement of Cash Flow's
     1995 amounts to those previously reported.


<PAGE>  2


<TABLE>
                    GROSSMAN'S INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                  (in thousands, except per share data)
                               (Unaudited)
 
<CAPTION>
                                                       NINE MONTHS ENDED
                                                         SEPTEMBER 30,    
                                                   ------------------------
                                                        1996         1995 
                                                        ----         ----
 <S>                                                  <C>         <C>
 OPERATING ACTIVITIES
 Net loss                                             $(56,063)   $  5,704 
 Adjustments to reconcile net loss to net
  cash (used for) operating activities:
   Depreciation and amortization                         3,889       8,650
   Net (gain) on disposals of property                     (99)    (18,313)
   Provision for losses on accounts receivable           1,777       1,262
   Provision for store closing                          25,911       4,500
   Undistributed loss of unconsolidated affiliate          394         483 
   (Increase) decrease in assets:
    Receivables                                          8,067      (8,155)
    Inventories                                         28,834     (16,423)
    Note receivable and other assets                    12,839         303 
   (Decrease) in accounts payable and accrued 
     liabilities and other liabilities                 (42,403)      6,726 
                                                      ---------   ---------
    Total adjustments                                   39,209     (20,967)
 
  NET CASH (USED FOR) OPERATING ACTIVITIES             (16,854)    (15,263)
 
 INVESTING ACTIVITIES
 Capital expenditures                                   (1,871)     (6,150)
 Proceeds from sales of property, net                   24,277      26,828 
 Investment in unconsolidated affiliate                   (460)       (194)
                                                      ---------   ---------
  NET CASH PROVIDED BY INVESTING ACTIVITIES             21,946      20,484 
 
 FINANCING ACTIVITIES
 Proceeds from mortgage financing                       33,000          -
 Payments on mortgage financing                        (18,876)         -
                                                      ---------   ---------
    Net proceeds from mortgage financing                14,124          -
 Payments on long-term debt and capital lease               
  obligations                                          (18,540)    (16,354)
 Net borrowings from (repayments to) revolving 
  term note payable                                     (2,543)     12,869
 Issuance of common stock as payment for 
  Directors' fees                                           65         165
 Issuance of other common stock                             -            9 
                                                      ---------   ---------
  NET CASH (USED FOR) FINANCING ACTIVITIES              (6,894)     (3,311)
 
 Net increase (decrease) in cash and cash equivalents   (1,802)      1,910
 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        2,536       3,034 
                                                      ---------   ---------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD           $    734    $  4,944
                                                      =========   =========

</TABLE>

<F1> 
 The accompanying notes are an integral part of these unaudited interim 
 consolidated financial statements.


<PAGE>  3

 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 thereunto duly authorized.
 
                                        GROSSMAN'S INC.
                                           Company
 
 
 
                                     by    /s/ Steven L. Shapiro           
                                     --------------------------------------
                                               Steven L. Shapiro
                                           Vice President - Controller
 
 
 
 
 
 
 
 
 
 DATE:  November 25, 1996
 
 
  <PAGE>
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 thereunto duly authorized.
 
                                        GROSSMAN'S INC.
                                        ---------------
                                           Company
 
 
 
                                   by_____________________________________
                                               Steven L. Shapiro
                                          Vice President - Controller
 
 
 
 
 
 
 
 DATE:  November 25, 1996