SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                ----------------------

                                    FORM 10-KSB/A

                                  (Amendment No. 2)

                       (To revise Item 11 -- Security Ownership
                     of Certain Beneficial Owners and Management)


            (Mark One)
        [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             ACT OF 1934 (FEE REQUIRED)
                For the fiscal year ended April 30, 1996
                                          OR

        [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                            Commission File Number 0-12873
                                                   -------

                                     FIRECOM,INC.
         -----------------------------------------------------------------
                 (Exact name of Small Business Issuer in its charter)

                  New York                             13-2934531     
         -------------------------------        -------------------------
        (State or other jurisdiction of   (I.R.S. Employer Identification
          incorporation or organization)              No.)

         39-27 59th Street, Woodside, New York                11377
         -----------------------------------------------------------
         (Address of principal executive offices)           (zip code)

         Issuer's telephone number, including area code: (718) 899-6100
         Securities registered pursuant to Section 12(b) of the Act: None
         Securities registered pursuant to Section 12(g) of the Act:
                      Common Stock, $.01 par value per share
                      --------------------------------------
                                   (Title of Class)
             Indicate by check mark whether the Issuer (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 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 is not contained herein, and
        will not be contained, to the best of the Issuer's knowledge, in
        definitive proxy or information statements by reference in Part III of
        this Form 10-KSB or any amendment to this Form 10-KSB ( x )

             State issuer's revenues for its most recent fiscal year -
        $14,884,000.

             The aggregate market value of the voting stock held by
        non-affiliates of the Issuer, based upon the average bid and asked
        prices for the Registrant's Common Stock, $.01 par value per share, as
        of July 15, 1996 was $3,628,494.

             As of July 15, 1996, the Registrant had 4,798,009 shares of
        Common Stock outstanding.

             Documents Incorporated by Reference:  None.


          <PAGE>


                                  PART III


        Item 11.  Security Ownership of Certain Beneficial Owners and
                  Management.

             The following table sets forth certain information as of July
        12, 1996 regarding (i) the ownership of Common Stock of the Company by
        each person who is known to the management of the Company to have been
        the beneficial owner of more than 5% of the outstanding shares of the
        Company's Common Stock, (ii) the ownership interests of each present
        director, (iii) the ownership interests of the Chief Executive Officer
        and other executive officers of the Company whose total annual salary
        and bonus exceeded $100,000 during the fiscal year ended April 30,
        1995 and (iv) the ownership interests of all directors and executive
        officers of the Company as a group.

     Title of Name and Address of    Position   Amount and Nature of   % of
      Class   Beneficial Owner      With Company Beneficial Ownership Class

     Common   Firecom Holdings, LP     None        500,000(1)(2)       9.4%
     Shares   13 Coventry Road
     $.01 par Livingston, NJ
     value
              Paul Mendez           Chairman of    2,802,938(1)(2)     52.9%
              13 Coventry Road      the Board,              (4)(6)
              Livingston, NJ        Chief Executive
                                    Officer &
                                    Director

              Carol Mendez             None        257,400             5.4%
              13 Coventry Road
              Livingston, NJ

              Norwood Venture Corp.    None        1,333,333(3)        23.3%
              1430 Broadway
              New York, NY

              Ildar Idris              None         353,354(2)         7.4%
              15 Horvath Strasse
              Grfeling 8032,
              West Germany

              Helen P. May             None         471,995(4)         9.8%
              #15 Ayers Road
              Locust Valley, NY

              Estate of George W.      None         442,656(5)         9.2%
               May, Deceased
              c/o Helen P. May, Executrix
              #15 Ayers Road
              Locust Valley, NY

              Harry Scherzer           None         257,401(6)        5.4%
              25 North Cloverdale Rd.
              Great Neck, NY

              Jenny Scherzer           None         257,400(6)        5.4%
              25 North Cloverdale Rd.
              Great Neck, NY

              Howard L. Kogen       Executive Vice  166,500(7)        3.4%
                                     President

              Antoine P. Sayour     Senior Vice     119,900(8)        2.4%
                                     President

              Jon Brody             Director           -0-             --

              Ronald A. Levin       Director           -0-             --

              Orhan I. Sadik-       Director         51,500(2)        1.1%
               Khan

              Peter Barotz          Director           -0-(2)          --

              All executive officers              3,140,838(1)(2)     56.2%
              and directors as a                           (4)(6)
              group (7 persons)                            (7)(8)

     Series   Firecom Holdings, LP    None           1,200(1)        100.0%
     A Pre-   13 Coventry Road
     ferred   Livingston, NJ
     stock $1
     par value

        (1)  These shares include 500,000 shares of Common Stock issuable upon
             the exercise of certain outstanding warrants.  Firecom Holdings,
             LP also beneficially owns 1,200 shares of the Company's Series A
             Preferred Stock, $1.00 par value, which has a stated capital
             value of $1,197.50 per share and entitles the holders thereof to
             elect one director, voting as a separate class.  Firecom
             Holdings, LP owns all of the issued and outstanding shares of
             Series A Preferred Stock.

        (2)  Pursuant to a voting agreement among them, Paul Mendez, the
             general partner with exclusive authority to manage the affairs of
             Firecom Holdings, L.P., a Delaware limited partnership
             ("Holdings"), and Holdings entered into a letter agreement (the
             "December 1992 Letter Agreement") with Peter S. Barotz and Orhan
             I. Sadik-Khan, pursuant to which, among other things, the parties
             agreed that (i) during such time as not less than 240 shares of
             the Issuer's Series A Preferred Stock (the "preferred Stock")
             continue to be held by Holdings, all shares of the Issuer's
             Common Stock, $.01 par value per share (the "Common Stock"), held
             by Naomi Barotz, Nathan Barotz and Celia Barotz (the "Barotz
             Group"), Orhan Sadik-Khan, Dr. Ildar Idris, Karim Sadik-Khan,
             Janette Sadik, Karen Sadik-Khan, Jan Sadik-Khan and Kadria
             Sadik-Khan (the "Sadik-Khan Group") and Mr. Mendez shall be voted
             so that the Board of Directors of the Issuer shall consist of six
             persons elected by the holders of the Common Stock as follows:  
             Mr. Sadik-Khan (or his designee), Mr. Barotz (or his designee),
             Mr. Mendez and three persons designated by Mr. Mendez and that
             the director appointed by the holder(s) of the Preferred Stock
             will be a person designated by Mr. Mendez, (ii) the voting
             agreement summarized in the immediately preceding clause(i) shall
             terminate if, as of the end of any quarter (as reflected in the
             Issuer's periodic reports filed with the Securities and Exchange
             Commission), the Issuer has on hand $800,000 plus sufficient
             additional cash and/or cash equivalents to redeem sufficient
             shares of Preferred Stock so that fewer than 240 shares of
             Preferred Stock would continue to be outstanding and such
             redemption would not violate the terms of the Issuer's
             arrangements with its lenders, (iii) neither the Barotz Group nor
             the Sadik-Khan Group may transfer or otherwise dispose of any
             shares of Common Stock (except as expressly permitted by the
             December 1992 Agreement) without providing Mr. Mendez a right of
             first refusal to purchase such shares on the same terms and
             conditions, (iv) neither Mr. Mendez nor any partnership of which
             he is a general partner, may transfer or otherwise dispose of any
             shares of Common Stock (except as expressly permitted by the 1992
             Agreement) without providing the Barotz Group and the Sadik-Khan
             Group with a similar right of first refusal and (v) the December
             1992 Agreement may be terminated by any party thereto if the
             Issuer shall report, after December 21, 1992, losses from
             operations during each of two fiscal years.

        (3)  Such shares include shares which may be acquired upon exercise of
             warrants to purchase 916,668 shares of Common Stock.  The
             exercise price of the warrants is presently $.35 per share.

        (4)  These shares (i) include 442,656 shares of Common Stock
             beneficially owned by Mrs. May as the executrix of the Estate of
             George W. May, Deceased (the "Estate of George W. May"), which
             shares of Common Stock have not yet been distributed by the
             Estate of George W. May to Mr. George W. May's heirs and (ii)
             give effect to the sale of 413,994 shares pursuant to the June
             21, 1995 Stock Purchase Agreement, but not to any Option Shares. 
             Under the terms of the Option and Escrow Agreement, Paul Mendez
             has an irrevocable proxy to vote the Option Shares until the end
             of the agreement.

        (5)  These shares represent 442,656 shares of Common Stock
             beneficially owned by Mrs. May as the executrix of the Estate of
             George W. May, which shares of Common Stock have not yet been
             distributed by the Estate of George W. May to Mr. George W. May's
             heirs.

        (6)  Includes 125,347 shares owned by Mr. Scherzer and 125,347 shares
             owned by Mrs. Scherzer for which Paul Mendez holds a proxy to
             vote.

        (7)  These shares include 19,300 shares of Common Stock beneficially
             owned by Mr. Kogen with his wife as joint tenants and 147,200
             shares of Common Stock underlying presently exercisable options.

        (8)  These shares include 20,300 shares of Common Stock beneficially
             owned by Mr. Sayour with his wife as joint tenants and 99,600
             shares of Common Stock underlying presently exercisable options.


        <PAGE>


                                      SIGNATURES
                                      ----------

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


        Date: October 31, 1996            By   /s/ Paul Mendez
              ----------                       ---------------------------
                                               Paul Mendez, Chairman of
                                               the Board, President and
                                               Chief Executive Officer