<PAGE>

              SECURITIES AND EXCHANGE COMMISSION                       
                               Washington, D.C.  20549

                                  FORM 10-K/A No. 1

 [X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                     For the fiscal year ended November 30, 1996
                                          OR
 [ ]             TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                 For the transition period from ________ to ________

Commission File Number:  0-12665
--------------------------------

                                MICRO BIO-MEDICS, INC.              
                  --------------------------------------------------
                (Exact name of Registrant as specified in its charter)

          New York                                                 13-2692560   
-----------------------------                               --------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization                               (Identification No.)

846 Pelham Parkway
Pelham Manor, New York                                                    10803 
----------------------------------------                                --------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number,
including area code:                                              (914) 738-8400
                                                                  --------------
Securities registered pursuant to Section 12(b) of the Act:

                                         None
--------------------------------------------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:

                             Common Stock, $.03 par value
-------------------------------------------------------------------------------
                                  (Title of Class)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period 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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in part III
of this Form 10-K or any amendment to this Form 10-K / X /.

     As of February 21, 1997 at 4:00 P.M., the aggregate market value of the
voting stock held by non-affiliates, approximately 4,700,000 shares of Common
Stock, $.03 par value, was approximately $76,375,000 based on the last sale
price of $16.25 for one share of Common Stock on such date. The number of shares
issued and outstanding of the Registrant's Common Stock, as of February 21, 1997
was 5,070,248.  

<PAGE>


Item 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
    
RESULTS OF OPERATIONS

    For fiscal 1996, net sales increased 25.3%.  The increase in net sales
resulted from the Company's increased volume to hospitals, the acquisition of
Stone Medical Supply Corporation ("Stone") and our continuing effort to gain
market penetration and sales volume to its existing customer base and the
addition of new customers.

    For fiscal 1995, net sales decreased 1.4%.  The decrease in net sales for
the fiscal 1995 resulted in MBM's downsizing of unprofitable divisions acquired
from Clark Surgical Corp. ("Clark") during the prior year.  For fiscal 1994 net
sales increased 64.4% as compared with the prior year.  This increase in sales
resulted from MBM's acquisition of Clark and its continuing effort to increase
market penetration and sales volume on the existing customer base and the
addition of new customers. During 1996, 1995 and 1994, the introduction of new
products, changing prices and inflation had no material impact on MBM's
operations.

    Net income for fiscal 1996 was 1.2% of net sales versus .9% of net sales in
fiscal 1995.  The increase for fiscal 1996 versus fiscal 1995 was due to
increased sales volume to hospitals, the Company's acquisition of Stone, lower
interest expense as a result of using the proceeds from the conversion of
outstanding warrants to decrease long-term debt and decreases in the interest
rates charged by financial institutions.
    
    Net income for fiscal 1995 was .9% of net sales versus 1.3% of net sales in
fiscal 1994.  Net income before the cumulative effect of accounting change in
1994 was 1.4% of net sales. The decrease for fiscal 1995 versus fiscal 1994 was
due to increased interest rates charged by financial institutions, the
downsizing of unprofitable divisions acquired from Clark Surgical Corp. during
the prior year, a decrease in the overall consolidated gross profit percentage
and an increase in the effective income tax rate for 1995. 
 
GROSS PROFIT/OPERATING EXPENSES

    Gross profit for fiscal 1996 was 20.6% of net sales versus 21.3% of net
sales in fiscal 1995.  The decrease in gross profit was a result of increased
sales to hospitals and changes in MBM's product mix.  Gross profit for fiscal
1995 was 21.3% of net sales versus 21.9% of net sales in fiscal 1994.  The
decrease in gross profit was a result of changes in MBM's product mix. 

    Selling, shipping and warehouse and general and administrative expenses
expressed as a percent of net sales decreased .6% for fiscal 1996 as compared to
fiscal 1995. Selling, shipping and warehouse and general and administrative
expenses expressed as a percent of net sales decreased .2% for fiscal 1995 as
compared to fiscal 1994. 


                                          2
<PAGE>

INTEREST AND FINANCING COSTS (NET OF INTEREST INCOME)

    Interest expense net of interest income expressed as a percent of net sales
decreased .6% for fiscal 1996 when compared to the prior year as a result of
using the proceeds from the conversion of outstanding warrants to decrease
long-term debt and decreases in the interest rates charged by financial
institutions.  Interest expense net of interest income expressed as a percent of
net sales increased .1% for fiscal 1995 when compared to the prior year as a
result of increases in the interest rates charged by financial institutions.


LIQUIDITY AND CAPITAL RESOURCES

    During the past three fiscal years, MBM continued to meet its cash needs
via cash flow from operations and borrowings.  During fiscal 1996, 1995 and
1994, MBM had an average of approximately $14,800,000, $10,500,000 and
$11,000,000 respectively, of unused credit lines available each month over its
normal operating requirements.

    Management believes that its working capital of approximately $28,100,000
at November 30, 1996 provides sufficient liquidity for its short and long-term
requirements and that MBM's long-term liquidity is not materially effected by
any restrictive covenants contained in MBM's Revolving Credit Agreement. 
Further, Management believes that MBM should not experience a problem in
connection with the maintenance of such covenants and that its $25,000,000 line
of credit provides MBM with the resources it reasonably expects to require to
meet its cash commitments through fiscal 1997.  

    For fiscal 1996, MBM had increased sales and profitability which generated
cash from operating activities.  An increase in accounts payable of $5,785,344
and $710,872  in accrued expenses  over and above an increase in accounts
receivable of $4,381,287, $1,198,068 in inventory and $159,254 in prepaid
expenses contributed to MBM's generation of cash.  During fiscal 1996, MBM's
financing activities used cash as a result of net repayments of $7,000,000 of 
the bank loan under its long-term credit agreement and $603,532 to repay other
long-term debt.  Cash was provided from the exercise of warrants that were due
to expire on June 18, 1996 of $3,586,059 and an additional $371,122 was provided
from the proceeds of the exercising of employee stock options.  For fiscal 1996,
MBM used cash in investing activities to make capital expenditures of $664,433
and payments of intangible assets of $1,058,485.

    For fiscal 1995, MBM had profits which generated cash  from operating
activities.  A decrease in inventory of $3,130,709 and accounts receivable of
$1,098,227 over and above a decrease in accounts payable of $3,462,612 and a 
net increase in prepaid expenses and prepaid income  taxes of $358,452  
contributed to MBM's generation of cash.  During fiscal 1995, MBM's financing 
activities used cash as a result of net repayments of  $150,000 of the bank l
oan under its long-term credit agreement and $419,952 of other long-term debt.  
Cash was provided from the exercise of warrants of $300,601 and an additional 
$197,606 was provided from the exercise of employee stock options.  For fiscal 
1995, MBM used 


                                          3
<PAGE>

cash in investing activities of $931,466 for certain net assets of businesses
acquired, $788,330 for capital expenditures and $1,488,654 for payments of 
intangible assets.
    
    For fiscal 1994, MBM had increased sales and profitability which generated
cash flow from operating activities.  An increase in accounts payable of
$8,441,961 over and above increases in inventory of $2,508,516, accounts
receivable of $1,055,450 and prepaid expenses of $265,042 contributed to MBM's
generation of cash.  During fiscal 1994, MBM's financing activities used cash as
a result of net repayments of $3,224,695  of the bank loan under its long-term
credit agreement and $380,085 of other long-term debt.  Cash was provided from
the exercise of warrants of $126,409 and an additional $125,503 was provided
from the exercise of employee stock options.   For fiscal 1994, MBM used cash in
investing activities of $2,718,009 for certain net assets of businesses
acquired, $713,484 for capital expenditures and $1,027,851 for payments of
intangible assets.  Cash of $1,000,000 was provided by the receipt of a note
receivable.  During 1994, MBM acquired the business and certain assets of Clark
through an increase in MBM's line-of-credit and the use of same.

    Reference is made to "Recent Developments" for a complete description of
the terms of the Merger Agreement pursuant to which MBM expects to be acquired
by Schein by way of a merger of Schein's wholly-owned subsidiary into MBM in a
stock-for-stock transaction.  
         
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    The information required by Item 8, and an index thereto commences on page
F-1, which pages follow this page.




                                          4
<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                                        INDEX

                                 FINANCIAL STATEMENTS




                                                                  PAGE

Independent Auditors' Report                                      F-2

Consolidated Balance Sheets
  November 30, 1996 and 1995                                   F-3 - F-4

Consolidated Statements of Income
  Years Ended November 30, 1996, 1995 and 1994                    F-5

Consolidated Statements of Cash Flows
  Years Ended November 30, 1996, 1995 and 1994                 F-6 - F-7

Consolidated Statements of Changes in
  Stockholders' Equity
  Years Ended November 30, 1996, 1995 and 1994                    F-8

Notes to Consolidated Financial Statements                     F-9 - F-21


FINANCIAL STATEMENT SCHEDULES:

  Schedule II - Valuation and Qualifying Accounts                 F-22

  Exhibit 11 - Earnings Per Share Calculation                     F-23

  Schedules other than those referred to above have been
    omitted as the conditions requiring their filing are not
    presented or the information has been presented
    elsewhere in the financial statements

  Separate financial statements and schedules of 
    Micro Bio-Medics, Inc. (Parent) have been omitted
    since the conditions for omission have been met 
                                         
                                         F-1

<PAGE>

                             INDEPENDENT AUDITORS' REPORT


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
MICRO BIO-MEDICS, INC.
PELHAM MANOR, NEW YORK


We have audited the accompanying consolidated balance sheets of Micro
Bio-Medics, Inc. and Subsidiaries as of November 30, 1996 and 1995, and the
related consolidated statements of income, cash flows, and changes in
stockholders' equity for each of the three years in the period ended 
November 30, 1996.  These consolidated financial statements are the 
responsibility of the Company's management.  Our responsibility is to 
express an opinion on these consolidated financial statements based on 
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Micro Bio-Medics,
Inc. and Subsidiaries as of November 30, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
November 30, 1996, in conformity with generally accepted accounting principles.

We have also audited Schedule II and Exhibit 11 for the years ended November 30,
1996, 1995 and 1994 included in the 1996 annual report of Micro Bio-Medics, Inc.
and Subsidiaries on Form 10-K.  In our opinion, such schedules present fairly
the information required to be set forth therein.




                                                 MILLER, ELLIN & COMPANY
                                                 CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
February 12, 1997, except for
  Notes 8 and 12 which are
  dated March 7, 1997
 

                                         F-2

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEETS



                                        ASSETS


                                                       NOVEMBER 30,
                                               ---------------------------
                                                 1996             1995
                                               ----------       ----------
CURRENT ASSETS:
    Cash                                       $1,513,750       $2,817,285
    Accounts receivable, less allowance 
         for doubtful accounts of 
         $686,179 in 1996 and 
         $674,210 in 1995 (Note 5)             31,280,932       25,657,607
    Inventory (Note 5)                         13,488,244       12,318,756
    Prepaid expenses and other current assets     875,451          657,768
    Prepaid income taxes                          329,918          471,710
    Deferred income taxes (Note 6)                781,500          485,500
                                              -----------      -----------

                   Total current assets        48,269,795       42,408,626


PROPERTY, PLANT AND EQUIPMENT - at cost,
    net of accumulated depreciation and 
    amortization of $3,433,070 in 1996 and 
    $3,616,134 in 1995 (Notes 2, 3 and 5)       3,758,348        3,477,807


INTANGIBLE ASSETS, net of accumulated 
    amortization of $1,155,260 in 1996 and 
    $1,061,323 in 1995 (Notes 2 and 4)          8,254,087        4,990,073


OTHER ASSETS                                      161,586          259,206
                                              -----------      -----------
                                              $60,443,816      $51,135,712
                                              ===========      ===========







        The notes to consolidated financial statements are made a part hereof. 

                                         F-3

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                             CONSOLIDATED BALANCE SHEETS


                         LIABILITIES AND STOCKHOLDERS' EQUITY


                                                      NOVEMBER 30,
                                              ----------------------------

                                                  1996             1995      
                                              -----------      -----------

CURRENT LIABILITIES:
    Current maturities of long-term 
         debt (Note 5)                        $   432,755      $   479,195
    Accounts payable                           17,182,644       10,297,403
    Accrued expenses and sundry 
         liabilities (Note 7)                   2,542,174        1,666,762
                                              -----------      -----------
           Total current liabilities           20,157,573       12,443,360

LONG-TERM DEBT, net of current 
    maturities (Note 5)                         8,714,567       17,270,062

DEFERRED INCOME TAXES (Note 6)                    179,911          358,138
                                              -----------      -----------
           Total liabilities                   29,052,051       30,071,560
                                              -----------      -----------
COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY (Notes 5 and 9):
    Preferred stock $1 par value:
      Authorized - 1,000,000 shares,
      no shares issued                               -                -   
    Common stock $.03 par value:
      Authorized - 20,000,000 shares
      Issued     - 5,062,115 shares in 
                   1996 and 3,878,804 
                   shares in 1995                 151,863          116,364
    Additional paid-in capital                 20,954,536       12,407,257
    Retained earnings                          10,286,530        8,541,695
    Less:  Cost of 1,167 shares of common
           stock in treasury                       (1,164)          (1,164)
                                             ------------     ------------
           Total stockholders' equity          31,391,765       21,064,152
                                             ------------     ------------
                                             $ 60,443,816     $ 51,135,712
                                             ============     ============



      The notes to consolidated financial statements are made a part hereof. 

                                         F-4

<PAGE>
                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF INCOME

                                         YEARS ENDED NOVEMBER 30,     
                               --------------------------------------------
                                    1996           1995            1994
                               -------------  -------------   -------------
NET SALES                      $ 150,142,529  $ 119,873,764   $ 121,604,461

COST OF GOODS SOLD               119,205,502     94,307,143      94,923,689
                               -------------  -------------   -------------

GROSS PROFIT                      30,937,027     25,566,621      26,680,772
                               -------------  -------------   -------------
OPERATING EXPENSES:
  Selling, shipping and 
     warehouse                    17,357,225     14,511,793      14,421,280
  General and administrative       9,795,069      7,901,052       8,581,615
  Interest and financing 
     costs (net of interest
     income of approximately 
     $206,400 in 1996,
     $172,600 in 1995 and 
     $173,000 in 1994)               719,198      1,238,887       1,044,257
                               -------------  -------------   -------------

       Total operating expenses   27,871,492     23,651,732      24,047,152
                               -------------  -------------   -------------
INCOME BEFORE PROVISION
    FOR INCOME TAXES               3,065,535      1,914,889       2,633,620

PROVISION FOR INCOME 
  TAXES (Note 6)                   1,320,700        806,000         952,000
                               -------------  -------------   -------------

INCOME BEFORE CUMULATIVE 
  EFFECT OF ACCOUNTING CHANGE      1,744,835      1,108,889       1,681,620


CUMULATIVE EFFECT OF ACCOUNTING
    CHANGE FOR INCOME TAXES 
    PRIOR TO 1994                       -              -            (60,000)
                               -------------  -------------   -------------

NET INCOME                       $ 1,744,835    $ 1,108,889     $ 1,621,620
                               -------------  -------------   -------------
                               -------------  -------------   -------------

EARNINGS PER COMMON AND COMMON
    EQUIVALENT SHARE BEFORE 
    CUMULATIVE EFFECT OF 
    ACCOUNTING CHANGE (Note 10)        $ .31          $ .25           $ .37

CUMULATIVE EFFECT OF ACCOUNTING
    CHANGE FOR INCOME TAXES
    PRIOR TO 1994                        -              -              (.01)
                               -------------  -------------   -------------

EARNINGS PER COMMON AND COMMON
    EQUIVALENT SHARE                   $ .31          $ .25           $ .36
                               -------------  -------------   -------------
                               -------------  -------------   -------------

NUMBER OF SHARES USED IN COMPUTING
    EARNINGS PER COMMON AND COMMON
    EQUIVALENT SHARE (Note 10)     5,816,469      5,121,634       4,896,518
                               -------------  -------------   -------------
                               -------------  -------------   -------------

DIVIDENDS PER COMMON SHARE              NONE           NONE            NONE
                               -------------  -------------   -------------
                               -------------  -------------   -------------

     The notes to consolidated financial statements are made a part hereof. 

                                         F-5

<PAGE>
                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 YEARS ENDED NOVEMBER 30,
                                        ---------------------------------------
                                        1996           1995            1994
                                     -----------    -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                         $ 1,744,835    $ 1,108,889     $ 1,621,620
                                     -----------    -----------     -----------
  Adjustments to reconcile net 
    income to net cash
    provided by operating activities:
       Cumulative effect of 
         accounting change                  -              -             60,000
       Depreciation and 
         amortization                  1,371,283      1,056,365         952,109
       Provision for losses on 
         accounts receivable              44,000         24,210         268,551
       Deferred income taxes            (155,300)        89,000         (96,000)
       Changes in assets and 
         liabilities, net of
         effect of asset 
         acquisitions (Note 2):
       Accounts receivable            (4,381,287)     1,098,227      (1,055,450)
       Inventory                      (1,198,068)     3,130,709      (2,506,516)
       Prepaid expenses and other     
         current assets                 (159,254)       113,258        (265,042)
       Prepaid income taxes              205,691       (471,710)           -   
       Other assets                       97,618         (7,622)        (15,604)
       Accounts payable                5,785,344     (3,462,612)      8,441,961
       Accrued expenses and          
         sundry liabilities              710,872         85,421         255,913
                                     -----------    -----------     -----------
                                       2,320,899      1,655,246       6,039,922
                                     -----------    -----------     -----------
                                     
NET CASH PROVIDED BY                 
  OPERATING ACTIVITIES                 4,065,734      2,764,135       7,661,542
                                     -----------    -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from exercise 
    of warrants                        3,586,059        300,601         126,409
  Net repayments under revolving 
    loan agreements                   (7,000,000)      (150,000)     (3,224,695)
  Net repayments of long-term debt      (603,532)      (419,952)       (380,085)
  Exercise of employee stock options     371,122        197,606         125,503
                                     -----------    -----------     -----------

NET CASH USED IN  FINANCING 
  ACTIVITIES                          (3,646,351)       (71,745)     (3,352,868)
                                     -----------    -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Payments for certain net 
    assets of businesses acquired           -          (931,466)     (2,718,009)
  Capital expenditures                  (664,433)      (788,330)       (713,484)
  Payments for intangible assets      (1,058,485)    (1,488,654)     (1,027,851)
  Note receivable                           -              -          1,000,000
                                     -----------    -----------     -----------

NET CASH USED IN INVESTING 
  ACTIVITIES                          (1,722,918)    (3,208,450)     (3,459,344)
                                     -----------    -----------     -----------

NET INCREASE (DECREASE) IN CASH       (1,303,535)      (516,060)        849,330
                                     
CASH - beginning of year               2,817,285      3,333,345       2,484,015
                                     -----------    -----------     -----------

CASH - end of year                   $ 1,513,750    $ 2,817,285     $ 3,333,345
                                     -----------    -----------     -----------
                                     -----------    -----------     -----------

        The notes to consolidated financial statements are made a part hereof. 

                                         F-6
<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (CONTINUED)



                                                 YEARS ENDED NOVEMBER 30,
                                            -----------------------------------
                                              1996        1995          1994
                                           ---------   -----------   -----------


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
  INFORMATION:
    Cash paid during the year for:
      Interest                           $   986,000   $ 1,424,000   $ 1,217,000
                                         -----------   -----------   -----------
                                         -----------   -----------   -----------
       Income taxes                      $ 1,150,000   $   948,000   $ 1,214,000
                                         -----------   -----------   -----------
                                         -----------   -----------   -----------

ASSETS ACQUIRED FOR DEBT - capital leases,
  which are not reflected in 
  the above statements                   $       -     $       -     $   202,658
                                         -----------   -----------   -----------
                                         -----------   -----------   -----------

NET ASSETS OF A BUSINESS ACQUIRED
  FOR ISSUANCE OF COMMON STOCK
  which is not reflected in the 
  above statements                       $ 3,228,004   $       -     $       -  
                                         -----------   -----------   -----------
                                         -----------   -----------   -----------

BUSINESS ACQUIRED FOR ISSUANCE OF
  LONG-TERM DEBT which is not
  reflected in the 
  above statements                       $       -     $       -     $ 4,217,981
                                         -----------   -----------   -----------
                                         -----------   -----------   -----------
DEBENTURES CONVERTED INTO COMMON
  STOCK                                  $ 1,400,000   $ 1,390,000   $       -  
                                         -----------   -----------   -----------
                                         -----------   -----------   -----------



        The notes to consolidated financial statements are made a part hereof. 

                                         F-7

<PAGE>
 

                        MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                      YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994



<TABLE>
<CAPTION>
                                          COMMON STOCK                                            
                                         $.03 PAR VALUE       ADDITIONAL                          
                                      -----------------        PAID-IN       RETAINED        TREASURY
                                      SHARES     AMOUNT        CAPITAL       EARNINGS         STOCK
                                      ------     ------      ------------   -----------     ---------
<S>                              <C>            <C>          <C>            <C>             <C>      
BALANCES AT                                                                
  NOVEMBER 30, 1993                3,535,452    $ 106,063    $ 10,277,439   $ 5,811,186     $ 1,164
                                                                           
Shares issued for exercise                                                 
  of warrants                         29,057          872         125,537          -           -   
Shares issued for stock options       30,900          927         124,576          -           -   
Net income                              -            -               -        1,621,620        -   
                                  ----------    ---------    ------------   -----------    --------
BALANCES AT                                                                
  NOVEMBER 30, 1994                3,595,409      107,862      10,527,552     7,432,806       1,164
                                                                           
Shares issued for conversion                                               
  of debentures (Note 5)             187,500        5,625       1,384,375          -           -   
Shares issued for stock options       45,133        1,354         196,252          -           -   
Shares issued for exercise                                                 
    of warrants                       50,762        1,523         299,078          -           -   
Net income                              -            -              -         1,108,889
                                  ----------    ---------    ------------   -----------    --------
                                                                           
BALANCES AT                                                                
  NOVEMBER 30, 1995                3,878,804      116,364      12,407,257     8,541,695       1,164 
                                                                           
Shares issued for conversion                                               
  of debentures (Note 5)             187,500        5,625       1,391,968          -            -  
Shares issued for stock options       56,049        1,681         369,441          -            - 
Shares issued for exercise                                                 
  of warrants                        659,066       19,772       3,566,287          -            -  
Shares issued in connection                                                
  with acquisition (Note 2)          280,696        8,421       3,219,583          -            -  
Net income                              -            -               -        1,744,835         -  
                                  ----------    ---------    ------------   -----------    --------
BALANCES AT                                                                
  NOVEMBER 30, 1996                5,062,115    $ 151,863    $ 20,954,536  $ 10,286,530     $ 1,164
                                  ----------    ---------    ------------   -----------    --------
                                  ----------    ---------    ------------   -----------    --------
                                                                           
</TABLE>


       The notes to consolidated financial statements are made a part hereof. 

                                                                     F-8


<PAGE>
                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994


     


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF OPERATIONS

     Micro Bio-Medics, Inc. (the "Company") and its subsidiaries are a United
     States based distributor.  The Company's principal line of business is the
     distribution, at wholesale, of medical supplies and related products.  The
     principal markets are the New York metropolitan area for physicians and
     hospitals, and throughout the United States for health care professionals
     in sports medicine, schools, emergency services, industrial safety and
     government and laboratory markets.  Included in their operations are the
     assembly and distribution of first aid medical kits and school and athletic
     medical supplies.  The foregoing operations are all considered as one
     business segment.

     CONCENTRATIONS OF CREDIT RISK

          CASH

          The Company maintains various bank accounts and at times, balances may
          be in excess of the FDIC insurance limit.  At November 30, 1996 and
          1995, the amounts in excess of FDIC insurance limits were
          approximately $1,200,000 and $2,200,000, respectively.

          ACCOUNTS RECEIVABLE

          Historically, the Company has not experienced significant losses
          related to receivables from any individual customers or group of
          customers in any industry or geographic area.

     PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of the Company
     and its subsidiaries, which are all wholly-owned.  All significant
     intercompany accounts and transactions have been eliminated in
     consolidation. 

                                         F-9

<PAGE>


                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION

     Property, plant and equipment are being depreciated primarily on the
     straight-line basis over the estimated useful lives of the individual
     classes of assets.

     INTANGIBLES

     Certain computer programming costs are being amortized over five years
     using the straight-line method.

     The excess of the purchase price paid over the net assets of businesses
     acquired is being amortized over five to forty years using the
     straight-line method.

     The Company evaluates the recoverability of goodwill and other intangible
     assets and if there is a decline in related profitability it will recognize
     an impairment of value if appropriate.

     DEFERRED INCOME TAXES

     The Company adopted Statement of Financial Accounting Standards No. 109
     (SFAS No. 109), "Accounting for Income Taxes," which requires the use of
     the liability method of accounting for income taxes.  The liability method
     measures deferred income taxes by applying enacted statutory rates in
     effect at the balance sheet date to the differences between the tax bases
     of assets and liabilities and their reported amounts in the financial
     statements.

     INTEREST RATE SWAP AGREEMENTS

     The Company recognizes the differential to be paid or received as an 
     adjustment to interest expense in the statement of income.  Gains or 
     losses will be recognized when the interest rate swap agreement 
     terminates, matures or is sold.

     REVENUE RECOGNITION

     The Company recognizes revenues when its products are shipped or 
     services rendered.

     USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses
     during the reporting period.  Actual results could differ from these
     estimates. 

                                         F-10

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     NEW ACCOUNTING STANDARDS

     In March 1995, the Financial Accounting Standards Board issued Statement
     No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to be Disposed Of," which will require the determination
     by the Company of whether the carrying amount of an asset is recoverable
     and if an impairment loss should be recognized.  SFAS No. 121 is effective
     for fiscal years beginning after December 15, 1995 and management believes
     that such adoption will not significantly affect the Company's consolidated
     financial statements since the Company was generally in conformance with
     this standard.

     In October 1995, the Financial Accounting Standards Board issued SFAS
     No. 123, "Accounting for Stock Based Compensation", which is effective for
     fiscal years beginning after December 15, 1995 and is effective for the
     Company's fiscal year ended November 30, 1997.  Under SFAS No. 123,
     companies can elect but are not required to recognize compensation expense
     for all stock based awards, using a fair value methodology.  The Company
     expects to implement in 1997 the disclosure only provisions, as permitted
     by SFAS No. 123.

     For the year ended November 30, 1996, the Company adopted Statement of
     Financial Accounting Standards No. 106, "Employers' Accounting for
     Post-retirement Benefits Other than Pensions."  Such adoption did not
     significantly affect the Company's consolidated financial statements.


NOTE 2 - ACQUISITIONS

     Prior to fiscal year ended November 30, 1993, the Company made several
     acquisitions.

     On December 1, 1993, a subsidiary of the Company purchased certain net
     assets and customer accounts of Clark Surgical Corp. ("Clark") subject to
     certain specific liabilities and obligations under existing contracts and
     leases.  Clark was a major distributor of physician, hospital and
     veterinary supplies in the New York Metropolitan area and Southern
     Florida.  The purchase price as adjusted was approximately $16,500,000
     consisting of inventory of approximately $5,000,000, accounts receivable
     of approximately $10,200,000, property and equipment of approximately
     $300,000 and goodwill of $1,000,000.  The Company borrowed approximately
     $14,200,000 under its existing bank line of credit to finance this
     acquisition and made payments during the year ended November 30, 1994 of
     approximately $1,000,000.  The remaining balance of approximately
     $1,000,000 was paid in November 1995.

     In addition, the Company agreed to pay the two former stockholders of Clark
     an aggregate of $2,725,000 in cash, payable over a seven year period ending
     December 31, 2000 for their agreement not to compete for a period of twenty
     years.  As part of the acquisition of Clark's assets, which is included
     above, the Company issued 40,000 warrants at an exercise price of $8.00 to
     these two stockholders with 20% exercisable immediately and the remainder
     contingent upon certain conditions being met.  Effective November 29, 1994,
     these warrants were canceled. 

                                         F-11

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994




NOTE 2 - ACQUISITIONS (CONTINUED)

     Effective June 1, 1994, the Company acquired certain assets and customer
     accounts of Joseph Weintraub, Inc., a distributor of physician and hospital
     supplies for approximately $1,100,000.  The purchase price was allocated
     based upon the fair market value of the assets at the date of acquisition.

     Effective January 18, 1996, the Company acquired 100% of Stone Medical
     Supply Corporation's ("Stone's") $.01 par value common stock outstanding of
     approximately 3,432,000 shares in exchange for the issuance of 280,696
     shares of the Company's $.03 par value common stock (valued at $11.50 per
     share).  This tax-free merger was accounted for as a purchase.  The
     purchase price was approximately $3,200,000, and the excess of cost over
     the fair values of assets acquired was approximately $2,300,000 which is
     being amortized over a life of thirty years.  In addition, the Company
     entered into two fifteen year non-competition agreements with two former
     executives of Stone in the anticipated amount of $1,750,000, of which
     $916,666 was paid during 1996 with the remainder payable over five years
     subject to a final determination.


NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consists of the following:

                                          COST  
                               ---------------------------
                                       NOVEMBER 30,          
                               ---------------------------    ESTIMATED
                                    1996          1995       USEFUL LIFE
                               ------------   ------------   -----------
                                                               (Years)  
  Land                         $    93,552    $      -   
  Building and improvements        343,448           -           40
  Furniture, fixtures and       
     equipment (*)               5,457,771      5,716,810       5 - 8
  Transportation equipment         140,825         93,419         5
  Leasehold improvements         1,155,822      1,283,712   Life of lease
                               -----------     ----------
                                 7,191,418      7,093,941
  Less: Accumulated depreciation
           and amortization      3,433,070      3,616,134
                               -----------     ----------
                               $ 3,758,348    $ 3,477,807
                               -----------     ----------
                               -----------     ----------

  (*)   Equipment held under capital leases amounted to approximately
        $2,400,000 and $2,249,000 as of November 30, 1996 and 1995,
        respectively.

  Depreciation expense totalled approximately $976,000, $764,000 and $717,000
    for the years ended November 30, 1996, 1995 and 1994, respectively. 

                                         F-12

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994




NOTE 4 - INTANGIBLE ASSETS

  Intangible assets consist of the following:

                                                          NOVEMBER 30,  
                                                 --------------------------
                                                      1996          1995
                                                 -----------    -----------
  Excess cost of acquisitions over net          
     tangible assets acquired                    $ 6,668,876    $ 3,997,570
  Agreements not to compete (Note 2)               2,455,680      1,607,183
  Computer programming costs                         284,791        446,643
                                                 -----------    -----------
                                                   9,409,347      6,051,396
  Less: Accumulated amortization                   1,155,260      1,061,323
                                                 -----------    -----------
                                                
                                                 $ 8,254,087    $ 4,990,073
                                                 -----------    -----------
                                                 -----------    -----------

  Amortization expense amounted to approximately $395,000, $292,000 and
  $235,000 for the years ended November 30, 1996, 1995 and 1994, respectively.


NOTE 5 - LONG-TERM DEBT

  Long-term debt consists of the following:

                                                          NOVEMBER 30,  
                                                 --------------------------
                                                      1996          1995
                                                 -----------    -----------

  Capitalized leases (collateralized by equipment
     with an aggregate cost of approximately
     $2,400,000 and $2,249,000) payable in various
     installments through fiscal 2001; interest
     at 6.5% to 9.06% or varies with changes in 
     prime rate                                  $ 1,194,240    $ 1,426,384
  Bank loans (i)                                   7,500,000     14,500,000
  7% convertible subordinated              
     debentures, due                       
     October 30, 2003 (ii)                              -         1,500,000
  Obligations related to acquisitions                453,082        322,873
                                                 -----------    -----------
                                                   9,147,322     17,749,257
     Less:  Current maturities                       432,755        479,195
                                                 -----------    -----------
                                                 $ 8,714,567   $ 17,270,062 
                                                 -----------    -----------
                                                 -----------    -----------

                                         F-13

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994




NOTE 5 - LONG-TERM DEBT (CONTINUED)

  The approximate non-current portion of long-term debt at November 30, 1996 is
  payable as follows:

           YEAR ENDING NOVEMBER 30,
           ------------------------
                    1998                                $   435,000
                    1999                                  7,865,000
                    2000                                    278,000
                    2001                                     71,000
                    2002                                     17,000
                    Subsequent                               49,000
                                                        -----------
                                                        $ 8,715,000
                                                        -----------
                                                        -----------

(i)  The Company has a $25 million secured revolving loan agreement with Chase
     Manhattan Bank NA and Fleet Bank of New York.  Chase's and Fleet's
     commitment under the loan agreement is limited to $15,000,000 and
     $10,000,000, respectively.  The loan agreement expires on February 15,
     1999.  The loan bears interest at the bank's prime rate plus 1/4%, except
     for Eurodollar loans.  As of November 30, 1996, $4,000,000 of the
     $7,500,000 revolving loan outstanding was utilized for Eurodollar loans at
     an average interest rate of 6.625%.  The debt is collateralized by
     accounts receivable and inventory.  In connection with the loan agreement,
     the Company has agreed to certain restrictions relating to its
     indebtedness and liens, and has agreed to maintain specified financial
     ratios and covenants.  The loan agreement prohibits the Company from
     paying any dividends and restricts capital distributions or redemptions
     and purchases or retirements of any of the Company's capital stock.  There
     are also restrictions as to investments, acquisitions, capital
     expenditures and payments to related parties.  A commitment fee equal to
     1/8% per annum will be charged on the unused portion of the loan.  The
     loan may be repaid at any time.

     On June 7, 1995, the Company entered into a zero cost, three year interest
     rate swap agreement with Chase for $10,000,000.  It is management's intent
     to match the agreement's terms as to principal amounts and repricing
     maturities in order to reduce the Company's interest rate risk on its
     revolving loans.  As of November 30, 1996, the agreement serves to limit
     the net interest rate charged on the Company's first $10,000,000 of
     revolving loans to 8.25%.  However, the Company would receive no further
     interest rate benefit once the applicable interest rate falls below 6.55%.

(ii) In November 1993, the Company completed the private sale and issuance of
     its 7% convertible subordinated Debentures ("Debentures") due October 30,
     2003.  Net proceeds from the issuance of the Debentures with a face value
     of $3,000,000 were approximately $2,700,000.  The Debentures were
     immediately convertible into shares of common stock at the rate of $8.00
     per share until October 28, 2003.

     On September 28, 1995, $1,500,000 of the Debentures were converted into
     187,500 shares of the Company's common stock.  As of May 10, 1996, the
     remaining outstanding Debentures were converted into shares of the
     Company's common stock. 

                                         F-14

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994




NOTE 6 - INCOME TAXES

     The Company and its subsidiaries file consolidated income tax returns.

     Provision for income taxes consists of the following:

                                                YEARS ENDED NOVEMBER 30,     
                                       --------------------------------------
                                            1996         1995         1994
                                       ------------  -----------   -----------
Currently payable:
  Federal                              $ 1,055,000    $ 508,000    $ 745,000
  State and local                          421,000      209,000      303,000
                                       -----------    ---------    ---------
                                         1,476,000      717,000    1,048,000
                                       -----------    ---------    ---------
  Deferred:
     Federal                              (124,300)      72,000      (77,000)
     State and local                       (31,000)      17,000      (19,000)
                                       -----------    ---------    ---------
                                          (155,300)      89,000      (96,000)
                                       -----------    ---------    ---------
                                       $ 1,320,700    $ 806,000    $ 952,000
                                       -----------    ---------    ---------
                                       -----------    ---------    ---------

  The difference between the statutory United States federal income tax rate
  and the effective income tax rate is as follows:

                                                YEARS ENDED NOVEMBER 30,     
                                       -------------------------------------
                                           1996        1995          1994
                                       -----------    ---------    ---------

  Statutory federal income tax rate       34.0          34.0         34.0
  Current year state and local taxes
     (net of federal tax effect)           6.8           7.9          7.0
  Other                                    2.3            .2         (4.9)
                                         -----        ------       ------
                                          43.1%         42.1%        36.1%
                                         -----        ------       ------
                                         -----        ------       ------

  The net current and non-current components of deferred income taxes
  recognized in the balance sheets at November 30, are as follows:


                                                         1996         1995
                                                      ---------    ---------

     Net current assets                               $ 781,500    $ 485,500
     Net non-current liabilities                        179,911      358,138
                                                      ---------    ---------

     Net asset                                        $ 601,589    $ 127,362 
                                                      ---------    ---------
                                                      ---------    ---------

                                         F-15

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994




NOTE 6 - INCOME TAXES (CONTINUED)

  The components of the net deferred tax asset as of November 30, are as
  follows:

                                                         1996         1995
                                                      ---------    ---------

     Deferred tax assets:
     Accounts receivable allowances                   $ 248,274    $ 283,080
     Inventory - uniform capitalization and
       allowances                                       533,226      189,420
     Net operating loss                                 262,360          -  
     Other                                               44,100       13,000
                                                      ---------    ---------
                                                      1,087,960      485,500
  Deferred tax liability:
     Depreciation and amortization                      486,371      358,138
                                                      ---------    ---------

  Net deferred tax asset                              $ 601,589    $ 127,362
                                                      ---------    ---------
                                                      ---------    ---------

  In connection with its acquisition of Stone (Note 2), the Company has
  recorded a deferred tax asset of $336,927 reflecting the benefit of
  approximately $800,000 in loss carryforwards which expire in the year 2011. 
  Realization is dependent on generating sufficient taxable income prior to
  expiration of the loss carryforwards.  Although realization is not assured,
  management believes it is more likely than not that all of the deferred tax
  asset will be realized.  The amount of the deferred tax asset considered
  realizable, however, could be reduced in the near term if estimates of future
  taxable income during the carryforward period are reduced.  However, no
  valuation allowance has been provided.  During the year ended November 30,
  1996, $74,567 of this deferred tax asset was realized by the utilization of
  net operating loss carryforwards.


NOTE 7 - ACCRUED EXPENSES

  Accrued expenses and sundry liabilities consist of:

                                                            NOVEMBER 30,
                                                    ------------------------
                                                        1996         1995
                                                    -----------  -----------

  Compensation                                      $ 1,273,444  $   660,638
  Freight-out                                           194,222      356,795
  Commissions                                           273,747      166,871
  Other                                                 800,761      482,458
                                                    -----------  -----------
                                                    $ 2,542,174  $ 1,666,762
                                                    -----------  -----------
                                                    -----------  -----------

                                         F-16

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994




NOTE 8 - COMMITMENTS AND CONTINGENCIES

     RETIREMENT PLAN

     The Company's 401(k) deferred retirement plan is available to all eligible
     employees and provides for matching contributions by the Company equal to
     20% of the amount of the participants' contributions that are not in excess
     of 5% of compensation.  For the years ended November 30, 1996, 1995 and
     1994, the Company's matching contributions were approximately $78,000,
     $62,000 and $30,000, respectively.

     DIRECTORS' RETIREMENT PLAN

     The 1996 Directors' Retirement Plan to provide certain retirement benefits
     for the directors of the Company was approved by the stockholders in
     June 1996.  Under the plan, a director must render continuous service to
     the Company for a period of seven years after the commencement of the plan
     and shall receive a retirement benefit on the earlier of retirement date,
     disability or death.  The retirement benefit is an annual benefit equal to
     the aggregate director's fees paid during the twelve month period preceding
     the payment of benefits.  The Plan also provides that in the event of a
     "change in control" as defined, a director may elect to receive either an
     actuarial equivalent lump sum of the product of the director's compensation
     and the director's life expectancy or a lump sum equal to the product of
     the director's compensation and the number of completed years of service. 
     The total of such payments in a "change in control" would amount to
     approximately $1,400,000 (See Note 12).

     For the year ended November 30, 1996, the adoption of SFAS No. 106, 
     "Employers' Accounting for Post-retirement Benefits Other than Pensions,"
     resulted in a retirement expense which was immaterial to the Company's
     consolidated financial statements and for which no provision has been made.

     EMPLOYMENT/CONSULTING CONTRACTS

     The Company has an employment agreement with its Chief Executive Officer
     and a consulting agreement with a Director, terminating on March 31, 2000
     and December 31, 1996, respectively.  The current aggregate annual base
     compensation under these contracts is approximately $340,000.  The Chief
     Executive Officer's contract provides for annual increments plus a bonus
     based on income before taxes.  If the contract is terminated prior to
     expiration, payments are to be made equal to the greater of $2,000,000 or
     the sum of five years' salary, based upon the rate of compensation then in
     effect, plus five times the last annual bonus received (See Note 12).

     For the years ended November 30, 1996, 1995 and 1994, bonuses of
     approximately $299,000, $144,000 and $199,000, respectively, were paid
     under the employment contract. 

                                         F-17
<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994





NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

     SELF-INSURANCE

     The Company acts as a self-insurer for its employees' health insurance up
     to a maximum of $50,000 per covered individual.  The Company is liable up
     to a maximum of $460,000 for the year.  Claims, including estimates for
     charges incurred but not reported, are charged to operations during the
     year in which they occur.  As of November 30, 1996, 1995 and 1994, the
     liability for claims incurred but not submitted amounted to $50,000,
     $75,000 and $75,000, respectively.

     LEASES

     The approximate aggregate minimum annual rental commitments under long-term
     operating leases in effect at November 30, 1996 are as follows:

     YEAR ENDING       OFFICE, WAREHOUSE        TRANSPORTATION
     NOVEMBER 30,        AND SALES                EQUIPMENT         TOTAL
     ------------     ------------------       ---------------  -----------
         1997           $ 1,234,000              $ 149,000     $ 1,383,000
         1998             1,266,000                126,000       1,392,000
         1999             1,320,000                103,000       1,423,000
         2000             1,287,000                 75,000       1,362,000
         2001               927,000                 35,000         962,000
       Thereafter         4,647,000                  3,000       4,650,000
                        -----------              ---------     -----------
                        $10,681,000              $ 491,000     $11,172,000
                        -----------              ---------     -----------
                        -----------              ---------     -----------

     Certain leases contain escalation clauses which increase the rents for
     various operating expenses and fluctuations in property taxes.

     Rent expense consists of the following:

                                        YEARS ENDED NOVEMBER 30, 
                         -----------------------------------------
                             1996           1995           1994
                         -----------    -----------    -----------
Office, warehouse and 
  sales                  $ 1,552,500    $ 1,141,700    $ 1,392,046
Transportation 
  equipment                  111,216        117,417         85,555
                         -----------    -----------    -----------
                         $ 1,663,716    $ 1,259,117    $ 1,477,601
                         -----------    -----------    -----------
                         -----------    -----------    -----------

                                         F-18

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994





NOTE 8 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

     The Company leases certain equipment under capital leases.  The following
     is a schedule by years of approximate future minimum lease payments under
     the capitalized leases together with the present value of the net minimum
     lease payments at November 30, 1996:

               YEAR ENDING NOVEMBER 30,
               ------------------------

                         1997                    $  516,000
                         1998                       274,000
                         1999                       263,000
                         2000                       255,000
                         2001                        53,000
                                                -----------
     Total minimum lease payments                 1,361,000
     Less:  Amount representing 
            interest at 6.5% to 9%                  167,000
                                                -----------
                                                $ 1,194,000
                                                -----------
                                                -----------




NOTE 9 - STOCK OPTIONS AND WARRANTS

     OPTIONS

     Under various plans, the Company may grant stock options to directors,
     officers and employees.  The options must be granted at exercise prices of
     not less than fair market value and expire within ten years from the date
     of grant.  Transactions under the various stock option and incentive plans
     for the periods indicated were as follows:

                                     YEARS ENDED NOVEMBER 30, 
                          ------------------------------------------
                             1996           1995            1994    
                          ---------      ----------      -----------
Outstanding at 
  beginning of year       1,491,568      1,372,368         1,244,767
Add (deduct):
     Granted                215,000        207,000           180,500
     Terminated             (15,100)       (42,667)          (22,000)
     Exercised              (56,049)       (45,133)          (30,899)
                          ---------      ----------      -----------

Outstanding at 
  end of year             1,635,419      1,491,568         1,372,368
                          ---------      ----------      -----------
                          ---------      ----------      -----------

Remaining shares 
  reserved for issuance     687,732        387,632            51,965
                          ---------      ----------      -----------
                          ---------      ----------      -----------

     Options outstanding at November 30, 1996, 1995 and 1994 ranged in price
     from $2.25 to $16.50.  Options exercised ranged in price from $2.25 to
     $10.25 in 1996, 1995 and 1994. 

                                         F-19
<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994




NOTE 9 - STOCK OPTIONS AND WARRANTS (CONTINUED)

     WARRANTS

     The Company's Series 1 warrants expired in June 1996 and almost all were
     exercised at $6.00 per 1.047 shares.  The total net proceeds from the
     exercise of all warrants from 1992 (inception) through June 1996 were
     approximately $7,900,000 with approximately 1,400,000 shares of common
     stock being issued.


NOTE 10 - EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

     Earnings per common and common equivalent share are based on the weighted
     average number of common shares and common equivalent shares outstanding
     during the period.  The modified treasury stock method was utilized to
     calculate the dilutive effect of the options and warrants upon the earnings
     per share data.  Fully diluted earnings per common and common equivalent
     share were the same as for the primary calculation.


NOTE 11 - FINANCIAL INSTRUMENTS

     The amounts at which cash, accounts receivable, accounts payable and other
     current liabilities are presented in the balance sheets approximate their
     fair value due to their short maturities.  The carrying amount of long-term
     debt approximates its fair value determined based on discounted cash flow
     using a market rate of interest at the balance sheet dates as applicable to
     comparable debt. 

NOTE 12 - SUBSEQUENT EVENT

    On March 7, 1997, the Company entered into an agreement and plan of  merger
    whereby HSI Acquisition Corp., a wholly-owned subsidiary of Henry Schein,
    Inc. ("Schein"), will merge into the Company. The Company will  be the
    surviving corporation as a subsidiary of Schein. Schein is a marketer of
    healthcare products and services to  office-based healthcare practitioners
    including dental practices and laboratories, physician practices and
    veterinary clinics in the North American and European markets. As a result
    of the transaction, outstanding shares of the Company's common stock will
    be exchanged at a rate of .62 shares of Schein's common stock for each
    outstanding share  of the Company. Existing options and warrants will be
    exchanged for Schein's options and warrants at the same rate. It is
    intended that the merger shall qualify as a tax  free reorganization for
    income tax purposes and accounted for as a  pooling of interests for
    financial reporting purposes.


                                         F-20

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994

NOTE 12 - SUBSEQUENT EVENT (CONTINUED)

     The completion of the transaction is subject to approval by the Company's
     shareholders and to termination of any waiting period under the
     Hart-Scott-Rodino Act, and further, all dissenting shares shall not
     constitute more than 9% of the  Company's outstanding common stock
     immediately prior to the effective date of the merger.

     The agreement may be terminated based upon certain conditions as defined
     in the Plan of Merger including if the merger is not consummated before
     September 30, 1997. In the event that the merger is not completed due to
     cause by either party, liquidated damages of $3,000,000 will be payable by 
     such party to the other party. If (i) the Company terminates the Plan of 
     Merger in order to effect an Acquisition Transaction (as defined) with 
     another person, (ii) Schein terminates the Plan of Merger due to the 
     Company's Board of Directors withdrawing or adversely modifying its 
     recommendation that the Company's shareholders approve the Plan of Merger, 
     or (iii) the Plan of Merger terminates under certain other circumstances 
     and the Company effects an Acquisition Transaction or enters into a 
     definitive agreement with respect thereto within six months of such 
     termination, the Company will pay Schein a termination fee of $5,000,000.

     In connection with the Merger Agreement, the Chief Executive Officer of 
     the Company entered into an employment agreement, which becomes effective
     when the merger is completed, to be employed as Executive Vice-President 
     of Schein and President of Schein's medical products group. The existing
     employment agreement (see Note 8) will be terminated and Schein will cause 
     the Company to pay him $3,000,000 in five equal installments pursuant
     thereto. The first payment is due on the effective date of the merger and
     the remaining installments are payable on each January 1st thereafter.

     If the merger becomes effective, the Board of Directors of the Company 
     will terminate the 1996 Directors' Retirement Plan (see Note 8) and the 
     directors will not seek to obtain the benefits payable under such plan.



                                    F-21

<PAGE>


                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED NOVEMBER 30, 1996, 1995 AND 1994






                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                                     SCHEDULE II

                          VALUATION AND QUALIFYING ACCOUNTS




       COLUMN A                  COLUMN B    COLUMN C      COLUMN D   COLUMN E
       ---------                -----------  ----------   ----------- ----------
                                 BALANCE     ADDITIONS                 BALANCE
                                BEGINNING    CHARGED TO                 END OF 
                                 OF YEAR     OPERATIONS   DEDUCTIONS*    YEAR 
                                -----------  ----------   -----------  ---------
  DESCRIPTION
  -----------

Allowance for Doubtful Accounts

  Year ended November 30, 1994   $ 600,000    $ 268,551    $ 218,551  $ 650,000
                                
  Year ended November 30, 1995     650,000       96,000       71,790    674,210
                                
  Year ended November 30, 1996     674,210       44,000       32,031    686,179





* Deductions represent accounts written off, net of recoveries of accounts
  written off in prior years. 

                                         F-22

<PAGE>

                       MICRO BIO-MEDICS, INC. AND SUBSIDIARIES

                              EXHIBIT 11 - STATEMENT RE:
            COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE


                                                YEARS ENDED NOVEMBER 30,
                                        ------------------------------------
                                             1996       1995         1994
                                        -----------  -----------  ----------
PRIMARY EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARE

EARNINGS

Income before cumulative effect of 
  accounting change                     $ 1,744,835  $1,108,889    $1,681,620

MODIFIED TREASURY STOCK METHOD

Incremental income after the application 
  of assumed proceeds toward repurchase 
  of 20% of the outstanding common shares 
  at the average market price, the reduction 
  of debt and the balance of funds invested 
  in U.S. government securities, net of 
  applicable income taxes                    59,709     191,461       146,222
                                        -----------  ----------   -----------

Adjusted earnings                       $ 1,804,544  $1,300,350    $1,827,842
                                        -----------  ----------   -----------
                                        -----------  ----------   -----------


SHARES

Weighted average number of common shares
  outstanding                             4,554,046   3,690,092     3,551,732

Additional shares assuming conversion of:
  Stock options and warrants utilizing the
     modified treasury stock method       1,262,423   1,431,542     1,344,786
                                        -----------  ----------   -----------

Number of common and common 
  equivalent shares                       5,816,469   5,121,634     4,896,518
                                        -----------  ----------   -----------
                                        -----------  ----------   -----------

Earnings per common and common equivalent 
  share before cumulative effect of 
  accounting change                            $.31        $.25          $.37
                                        -----------  ----------   -----------
                                        -----------  ----------   -----------

Fully diluted earnings per common and common equivalent share were the same. 

                                       F-23



<PAGE>

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1)(2)     FINANCIAL STATEMENTS/SCHEDULES.
              A list of the Financial Statements and Financial Statement 
Schedules filed as a part of this Report is set forth in Item 8, and appears 
at Page F-1 of this Report; which list is incorporated herein by reference 
and follows Item 9.  

(a)(3)  EXHIBITS  
     3        Articles of Incorporation, as amended (incorporated by reference
              to the Registrant's Form S-2 Registration Statement File No.
              33-46319, Exhibit 3)

     3(A)     By-Laws (incorporated by reference to the Registrant's Form S-2
              Registration Statement File No. 33-46319, Exhibit 3(A))

     10       Employment Agreement of Bruce Haber dated February 11, 1992
              (incorporated by reference to Exhibit 10(C) included in the
              Company's Form 10-K for the fiscal year ended November 30, 1991)

    10(A)     Contract with Marvin Caligor (incorporated by reference to
              Exhibit 10.2 included in the Company's Form S-18 Registration
              Statement, File No. 2-89795-NY)

    10(B)     Amendments to Caligor's Agreement (incorporated by reference to
              Exhibit 10(D) included in the Company's Form 10-K for the fiscal
              year ended November 30, 1991)

    10(C)     New lease for Pelham Manor, New York (incorporated by reference
              to Exhibit 10(B) included in the Company's Form 10-K for the
              fiscal year ended November 30, 1991)

    10(D)     Credit Agreement dated November 18, 1993 among Micro  Bio-Medics,
              Inc., the Bank's signatory thereto, and the Chase Manhattan, N.A.
              as agent (incorporated by reference to Exhibit 10.1 included in
              the Company's Form 8-K dated November 19, 1993)

    10(E)     First Amendment to Credit Agreement dated August 1, 1994
              (incorporated by reference to Exhibit 10(a)(1) included in the
              Company's Form 10-K for the fiscal year ended November 30, 1994)

    10(F)     Second Amendment to Credit Agreement dated December 1, 1994
              (incorporated by reference to Exhibit 10(a)(2) included in the
              Company's Form 10-K for the fiscal year ended November 30, 1994)

  10(F.1)     Form of Third Amendment to Credit Agreement dated as of
              December 1, 1995 (incorporated by reference to Exhibit  10(F.1)
              included in the Company's Form 10-K for its fiscal year ended
              November 30, 1995.  

<PAGE>

    10(G)     Asset Purchase Agreement dated November 19, 1993 by and between
              MBM Hospital supply Corp. and Clark Surgical Corp. (incorporated
              by reference to Exhibit 10.2 included in the Company's Form 8-K
              dated November 19, 1993)

    10(H)     Amendments 1-4 to Asset Purchase Agreement dated
              November 19, 1993 by and between MBM Hospital Supply Corp. and
              Clark Surgical Corp. (incorporated by reference to Exhibit
              10(b)(1) included in the Company's Form 10-K for the fiscal year
              ended November 30, 1993)

    10(I)     Lease for the Company's facilities located in Syosset, New York
              by and between the Company and Lin Pac, Inc. dated December 8,
              1994 (incorporated by reference to Exhibit 10(c)(2) included in
              the Company's Form 10-K for the fiscal year ended November 30,
              1994)

    10(J)     Amendment dated December 23, 1993 to Bruce Haber's  Employment
              Contract (incorporated by reference to Exhibit 10(e) included in
              the Company's Form 10-K for the fiscal year ended November 30,
              1993)

    10(K)     1982 Incentive Stock Option Plan of Registrant (incorporated by
              reference to Exhibit 10.4 included in the Company's Form S-18
              Registration Statement, File No. 2-89795-NY)

    10(L)     1989 Non-Qualified Stock Option Plan (incorporated by reference
              to Exhibit 28 included in the Company's Form 10-K for the fiscal
              year ended November 30, 1989)

    10(M)     1992 Incentive and Non-Statutory Stock Option Plan (incorporated
              by reference to Exhibit 28(A) included in the Company's Form 10-K
              for the fiscal year ended November 30, 1991)

    10(N)     Subscription Agent Agreement (incorporated by reference to
              Exhibit 10(m) included in the Registrant's Form S-2 Registration
              Statement File No. 33-463191, Exhibit M)

    10(O)     Agreement for Merger and Reorganization dated as of 
              November 2, 1995*

    10(P)     Noncompetition, Indemnification and Release Agreement of Andrew
              D. Stone dated as of November 2, 1995 *

    10(Q)     Noncompetition Agreement of Lyudmila Stone dated as of 
              November 2, 1995* 

    10(R)     Form of Escrow Agreement *

<PAGE>

    10(S)     Employment Agreement of Andrew D. Stone dated as of November 2,
              1995*

    10(T)     Form of Put and Call Agreement *

    10(U)     Management Agreement dated as of November 2, 1995 *

    10(V)     Amendment to Bruce Haber Employment Agreement dated as of
              December 23, 1993 *

    10(W)     Amendment to Bruce Haber Employment Agreement dated as of 
              April 1, 1995 *

    10(X)     Amendment to Bruce J. Haber's Employment Agreement dated as of
              March 12, 1996 **   

    10(Y)     Amendments to 1992 Incentive and Non-Statutory Stock Option 
              Plan *

    10(Z)     Consent of Chase Manhattan Bank dated as of November 2, 1995 *

    10(a)(a)  Further Amendment to 1992 Incentive and Non-Statutory Stock 
              Option Plan **

    10(b)(b)  Agreement and Plan of Merger dated March 7, 1997 by and among
              Henry Schein, Inc., HSI Acquisition Corp. and the Registrant
              together with exhibits which include Form of Affiliate Agreement,
              Form of Option and Proxy Agreement and Form of counsel
              opinions.**

    10(c)(c)  Employment Agreement dated March 7, 1997 between Bruce J. Haber
              and Henry Schein, Inc.**

    10(d)(d)  Form of Agreement between Bruce J. Haber and Henry Schein, Inc.
              relating to a change in control of Schein.**

    10(e)(e)  Termination of MBM Employment Agreement between Bruce J. Haber
              and Henry Schein, Inc.**

    10(f)(f)  Form of Restricted Stock Agreement between Bruce J. Haber and
              Henry Schein, Inc.**

    10(g)(g)  Agreement between the Registrant and Bangert, Dawes, Reade, Davis
              & Thom Incorporated**

    11        Statements re: computation of per share earnings (included in
              Notes to Consolidated Financial Statements and Schedules thereto)

<PAGE>


    21        Subsidiaries of Registrant (Caligor Physicians & Hospital Supply
              Corp., a wholly-owned New York corporation does business under
              the name "Caligor Pharmacy")

    23        Consent of Accountants ***

    27        Financial Data Schedule **

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

    *    Incorporated by reference to Exhibits 10(N) through 10(X) and Exhibit
         21 filed as Exhibits to the Registrant's Form S-4 Registration
         Statement, File No. 33-64399.

    **   Previously filed with the original filing of the Registrant's Form 10-
         K for the fiscal year ended November 30, 1996.

    ***  Filed herewith 

              (b)  REPORTS ON FORM 8-K

    During the three months ended November 30, 1996, a Form 8-K was not filed
or required to be filed.




<PAGE>

                                      SIGNATURES


    Pursuant to the requirements Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.  


                                  MICRO BIO-MEDICS, INC.


                                  By: /s/ Bruce J. Haber               
                                     ----------------------------------
                                         Bruce J. Haber, President


Dated:   Pelham Manor, N.Y.
         June 25, 1997