SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                FORM 10-KSB/A#1
                       [X] ANNUAL REPORT UNDER SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995

                     [ ] TRANSITION REPORT UNDER SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                           COMMISSION FILE NO. 0-21852
                        ---------------------------------

                    FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
          DELAWARE                                           94-3123210
   (STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)

        1265 NAPERVILLE DRIVE, ROMEOVILLE, ILLINOIS 60446, (630)759-7666
          (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

                         -------------------------------
    
Securities registered pursuant to Section 12(b) of the Exchange Act:  None.

Securities  registered  pursuant to Section  12(G) of the Exchange  Act:  Common
Stock, $0.001 par value;  Redeemable Common Stock Purchase Warrants;  and Units,
each Unit  consisting  of one share of Common Stock,  $0.001 par value,  and one
Redeemable Common Stock Purchase Warrant.

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 OR 15(d) of the  Exchange  Act  during  the past  twelve  months (or for such
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 [ ] NO [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. [X]

The  Registrant's  revenues for the fiscal year ended september 30, 1995 totaled
$13,316,949.

As of April 19,  1996,  the  aggregate  market value of the voting stock held by
non-affiliates of the Registrant  (assuming for this purpose that only directors
and officers of the Registrant are affiliates of the  Registrant),  based on the
average of the  closing  bid and asked  prices on that date,  was  approximately
$1,551,253.40.

As of april 19, 1996, there were 7,610,026 shares of Common Stock outstanding.

Documents   incorporated  by  reference:   CErtain  exhibits  hereto  have  been
specifically  incorporated by reference herein in Item 13 under Part III hereof.
In addition: (a) the Amended And Restated Current Report on Form 8- K/A#1, dated
July 1, 1994 (File No. 0-21852); (b) the Current Report on Form 8-K, dated April
 1, 1995 (File No. 0-21852); and (c) The Amended And Restated Current Report on
Form  8-K/A #1,  dated  November  27,  1995  (File No.  0-21852)  have each been
incorporated by reference herein.

Transitional Small Business Disclosure Format:     Yes  [ ]    No  [X]


<PAGE>




ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

         THE  FOLLOWING  TABLE  SETS  FORTH  AS  OF  THE  DATE  HEREOF,  CERTAIN
INFORMATION  WITH RESPECT TO STOCK  OWNERSHIP  OF: (I) ALL PERSONS  KNOWN BY THE
COMPANY TO BE BENEFICIAL  OWNERS OF FIVE PERCENT OR MORE OF  OUTSTANDING  COMMON
STOCK; (II) EACH OF THE COMPANY'S  DIRECTORS AND EXECUTIVE  OFFICERS;  AND (III)
ALL DIRECTORS AND EXECUTIVE  OFFICERS AS A GROUP (5 PERSONS).  UNLESS  OTHERWISE
INDICATED,  THE BENEFICIAL OWNERS HAVE SOLE VOTING AND INVESTMENT POWER OVER THE
SHARES OF COMMON STOCK LISTED BELOW.

<TABLE>
<CAPTION>
   
                                                                     % of Outstanding Shares
               Name and Address             Number of Shares             of Common Stock
            of Beneficial Owner(1)         Beneficially Owned         Beneficially Owned(2)
---------------------------------------  ----------------------      -----------------------
<S>                                         <C>                      <C>  
Michael J. Carroll                          1,334,211(3)                17.4%
                                                                       
James J. Urban                              1,334,210(4)                17.4%
                                                                       
Brian M. Carroll                               17,105(5)                  .3%
                                                                      
Philip G. Winters                             702,000(6)                 8.55%
                                                                       
Linda S. Zimdars                              157,359(7)                 1.75%
                                                                        
Robert A. Davis                               435,909                    5.69%
All Executive Officers & Directors          3,527,780(8)                45.35%
                                                                                
     as a Group (5 Persons)
--------------------
</TABLE>
(1)  Michael  Carroll,  James  Urban,  Brian  Carroll  and Linda  Zimdars may be
     contacted at   1265 Naperville Drive, Romeoville,   Illinois  60446. Philip
     Winters  may  be  contacted  at 324  North  San  Mateo  Drive,  San  Mateo,
     California  94401.  Robert A. Davis may be contacted at 614 Waterbury Lane,
     Naperville, Illinois 60565.
    
(2)  Unless  otherwise  noted,  the Company believes that all of such shares are
     owned of record by each individual  named as beneficial owner and that such
     individual has sole voting and dispositive power with respect to the shares
     of Common Stock owned by each of them. Such person's  percentage  ownership
     is determined by assuming that the options or convertible  securities  that
     are held by such person which are exercisable  within 60 days from the date
     hereof have been  exercised or converted,  as the case by be. Does not give
     effect  to the  exercise  of:  (i) an  outstanding  option  granted  to the
     underwriter  of the Company's  initial  public  offering (or the securities
     underlying the same); (ii) outstanding  warrants;  or (iii) warrants issued
     by the Company to Silicon
(3)  Includes:  (a)  71,711  shares of Common  Stock  issued by the  Company  in
     connection  with the acquisition of MOI; (b) 125,000 shares of Common Stock
     purchased  by the  noted  stockholder  in  connection  with  the  Company's
     execution of the forbearance  agreement with Silicon;  (c) 1,100,000 shares
     of Common  Stock  issued  upon  conversion  of $550,000 in debt owed to the
     noted stockholder in connection with the Company's  acquisition of MOI; and
     (d)  25,000  shares of Common  Stock  issued  to the noted  stockholder  in
     connection with the conversion of 5% Convertible Notes.
(4)  Includes:  (a)  71,711  shares of Common  Stock  issued by the  Company  in
     connection  with the acquisition of MOI; (b) 125,000 shares of Common Stock
     purchased in  connection  with the Company's  execution of the  forbearance
     agreement  with Silicon;  (c) 1,100,000  shares of Common Stock issued upon
     conversion of $550,000 in debt owed to the noted  stockholder in connection
     with the Company's  acquisition of MOI; and (d) 25,000 shares issued to the
     noted   stockholder  in  connection  with  the  conversion  of  certain  5%
     Convertible Notes.
(5)  Reflects  shares  of  Common  Stock  issued  to the  noted  stockholder  in
     connection  with the  acquisition  of MOI.  (6) Includes  72,000  shares of
     Common  Stock  issuable  upon  exercise  of  certain  warrants  held by Dr.
     Winters,  30,000  shares of Common Stock  issuable  upon  exercise of stock
     options held by Dr. Winters and 600,000

                                        i

<PAGE>



     shares of  Common  Stock  issued  to Dr.  Winters  in  connection  with the
     conversion of certain 5% Convertible Notes.
(7)  Includes  75,000  shares  issued  to Ms  Zimdars  in  connection  with  the
     conversion of certain 5% Convertible  Notes,  45,000 shares of Common Stock
     issuable  upon  exercise of stock options and 25,000 shares of Common Stock
     issuable upon exercise of certain warrants held by Ms. Zimdars.

         There are no agreements or other  arrangements or understandings  known
to the Company concerning the voting of the Common Stock or otherwise concerning
control of the Company which are not disclosed herein.  There are no pre-emptive
rights applicable to the Company's securities.



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<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

                                    FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.


Dated:  September 30, 1996          By: /s/ Michael J. Carroll
                                        ----------------------
                                            Michael J. Carroll, President



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