SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-2

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended April 30, 1996
                         Commission file number 0-11571

                             AEQUITRON MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

                        14800 Twenty-eighth Avenue North
                          Minneapolis, Minnesota 55447
                    (Address of principal executive offices)

Incorporated under the laws of                        IRS Identification Number
   the State of Minnesota                                      41-1359703
                                 (612) 557-9200
               (Registrant's telephone number including area code)

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 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 and (2) has been subject to such filing requirements for
the past 90 days.    X Yes   --- 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 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 ]

The issuer's revenues for 1996, its most recent fiscal year, were $38,447,800.

The aggregate  market value of the Company's  common stock held by nonaffiliates
of the Company on July 23, 1996 computed at The Nasdaq  National  Market closing
price of $7.50 was $35,785,665.

The Company has one class of equity securities  outstanding:  common stock, $.01
par value per share. On July 19, 1996, there were 4,940,842 shares outstanding.




<PAGE>



         This Amendment No. 2 to the Form 10-K for the year ended April 30, 1996
is being filed to amend Item 11 of Part III to revise the "Option  Grants During
1996 Fiscal Year," which Item 11 is amended and restated as follows:

ITEM 11.          EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth all cash compensation paid or to be paid
by the Company,  as well as certain other  compensation paid or accrued,  during
fiscal  years 1994,  1995 and 1996 to the Chief  Executive  Officer and the four
highest paid executive  officers whose total salary and bonus exceeded  $100,000
based on salary and bonus earned during fiscal year 1996.
<TABLE>
<CAPTION>

                                                                                              
                                                                                    
                                                                              Long Term Compensation                 
                                                                         --------------------------------
                                                                                 Awards           Payouts     
Name and Principal         Fiscal                                        --------------------------------      
      Position             Year             Annual Compensation          Restricted   Securities   LTIP     All Other
----------------------     -----   ------------------------------------    Stock      Underlying  Payouts   Compen-
                                   Salary ($)    Bonus ($)    Other ($)  Awards ($)    Options     ($)      sation($)
                                   ----------    ---------    ---------  ----------    -------     -----    ----------

<S>                         <C>     <C>          <C>          <C>         <C>          <C>          <C>     <C>       
James B. Hickey, Jr.       1996     $209,231     $ 57,538     $ --         $ --        150,000      $ --    $17,000(1)
President and Chief        1995      187,615      100,356       --           --         25,000        --     18,428
  Executive Officer        1994      150,385                                           275,000               23,996

Jeffrey A. Blair           1996      139,423       38,341       --           --         45,000        --      3,859(2)
Sr. Vice President         1995      127,523       47,821       --           --         16,000        --      3,388
  Sales & Marketing        1994       76,154        9,375      20,000        --        100,000        --     30,728

William M. Milne           1996      115,322       31,159       --           --         45,000        --      3,670(2)
Chief Financial            1995      108,436       40,663       --           --         10,000        --      3,493
  Officer                  1994      102,887           --       --           --         10,000        --      9,980

Robert A. Samec            1996      100,786       26,677       --           --         45,000        --      3,238(2)
Vice President             1995       94,282       35,356       --           --         12,000        --      1,568
  Regulatory Affairs       1994       88,800           --       --           --         10,000        --        --

Edson R. Weeks, III        1996       97,769       26,887       --           --         45,000        --      3,991(2)
Vice President             1995       86,961       32,611       --           --         12,000        --      3,017
  Operations               1994       79,700           --       --           --         10,000        --      2,949

</TABLE>

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

(1)  Represents  forgiveness of a portion ($12,500) of a debt owed by Mr. Hickey
     to the Company as a result of the Company's payment of the closing expenses
     on his home,  plus $4,500 paid by the Company  pursuant to a Company  match
     under the 401(K) Plan.

(2)  Represents the amount paid by the Company pursuant to a Company match under
     the 401(k) Plan.



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<PAGE>



Option Grants During 1996 Fiscal Year

         The  following  table  provides  information  regarding  stock  options
granted  during  fiscal  1996 to the named  executive  officers  in the  Summary
Compensation Table. The Company has not granted any stock appreciation rights.
<TABLE>
<CAPTION>


                                          Individual Grants
                          -----------------------------------------------

                                                                                                 Potential Realizable
                                                                                                   Value at Assumed
                            Number of        % of Total                                            Annual Rates of
                           Securities         Options                                                 Stock Price
                           Underlying        Granted to      Exercise or                           Appreciation for
                            Options         Employees in      Base Price     Expiration             Option Term(1)
          Name              Granted         Fiscal Year         ($/Sh)         Date           5% ($)           10% ($)
---------------------     ------------   ------------------  -------------   -------------   ----------       ---------

<S>                        <C>                    <C>             <C>         <C>            <C>             <C>       
James B. Hickey, Jr.       125,000(2)             25.10%          $5.50       06/19/05       $432,365        $1,095,698
                            25,000(3)              5.02%          $7.125      08/21/05       $112,022          $283,885

Jeffrey A. Blair            25,000(2)              5.02%          $5.50       06/19/05        $86,472          $219,139
                            20,000(3)              4.02%          $7.125      08/21/05        $89,616          $227,107

William M. Milne            25,000(2)              5.02%          $5.50       06/19/05        $86,472          $219,139
                            20,000(3)              4.02%          $7.125      08/21/05        $89,616          $227,107

Robert C. Samec             25,000(2)              5.02%          $5.50       06/19/05        $86,472          $219,139
                            20,000(3)              4.02%          $7.125      08/21/05        $89,616          $227,107

Edson R. Weeks, III         25,000(2)              5.02%          $5.50       06/19/05        $86,472          $219,139
                            20,000(3)              4.02%          $7.125      08/21/05        $89,616          $227,107
</TABLE>

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

(1)      The  potential   realizable   value  portion  of  the  foregoing  table
         illustrates  value that might be realized  upon exercise of the options
         immediately  prior  to the  expiration  of  their  term,  assuming  the
         specified  compounded  rates of  appreciation  on the Company's  Common
         Stock  over the term of the  options.  These  numbers  do not take into
         account  provisions of certain options providing for termination of the
         option  following  termination  of  employment,  nontransferability  or
         vesting over periods.

(2)      Option  becomes  exercisable  with respect to 20% of the shares covered
         thereby  on July 1 of each of 1998,  1999,  2000,  2001 and  2002.  The
         exercise  price was equal to 100% of the fair market  value on June 19,
         1995, the date of grant.

(3)      Option  becomes  exercisable  with respect to 20% of the shares covered
         thereby on August 21 of each of 1996,  1997,  1998,  1999 and 2000. The
         exercise price was equal to 100% of the fair market value of the Common
         Stock on August 21, 1995, the date of grant.


                                        2

<PAGE>



Aggregated  Option  Exercises During 1996 Fiscal Year and Fiscal Year-End Option
Values

     The following table provides  information  related to options  exercised by
the named  executive  officers  during  fiscal  1996 and the number and value of
options held at fiscal year-end. The Company does not have any outstanding stock
appreciation rights.
<TABLE>
<CAPTION>

                                                                                                        Value of Unexercised
                                                                       Number of Securities            In-the-Money Options at
                                 Shares                               Underlying Unexercised               April 30, 1996
                              Acquired on           Value           Options at April 30, 1996               Exercisable/
Name                            Exercise         Realized(1)        Exercisable/Unexercisable             Unexercisable(2)
---------------               -----------        ----------         -------------------------          -----------------------
<S>                            <C>                <C>                  <C>                             <C>                 
James B. Hickey, Jr.               --                --                190,000 exercisable              $873,750 exercisable
                                                                       260,000 unexercisable           $660,624 unexercisable

Jeffrey A. Blair                 15,000            $45,938              58,200 exercisable              $255,662 exercisable
                                                                       87,800 unexercisable            $213,900 unexercisable

William M. Milne                 12,000            $40,500              23,625 exercisable              $100,093 exercisable
                                                                       60,875 unexercisable            $100,406 unexercisable


Robert A. Samec                    --                --                 23,025 exercisable               $97,668 exercisable
                                                                       62,475 unexercisable            $106,206 unexercisable

Edson R. Weeks, III              10,000            $33,750              23,025 exercisable               $97,668 exercisable
                                                                       62,475 unexercisable            $106,206 unexercisable
</TABLE>



(1)      Value is calculated  based on the amount,  if any, by which the closing
         price for the Common Stock as quoted on the Nasdaq  National  Market on
         the date of exercise  exceeds the option exercise price,  multiplied by
         the number of shares to which the exercise relates.

(2)      Value is calculated on the basis of the  difference  between the option
         exercise  price and the  closing  sale price for the  Company's  Common
         Stock at April  30,  1996 as  quoted  on the  Nasdaq  National  Market,
         multiplied  by the  number of shares of  Common  Stock  underlying  the
         option.

Employment Contracts and Termination of Employment Arrangements

         The Company  has entered  into an  employment  agreement  with James B.
Hickey,  Jr.,  which,  in  addition  to the  compensation  shown in the  Summary
Compensation  Table,  provides  for  compensation  in  the  event  Mr.  Hickey's
employment  with the Company is  terminated  under certain  circumstances.  Upon
termination of employment  initiated by the Company's  Board of Directors  other
than for cause, Mr. Hickey will receive salary and medical  insurance for twelve
(12) months.  Upon  termination for cause,  payment of severance shall be at the
discretion of the Board.

         The Company also entered into an employment  agreement  with Jeffrey A.
Blair. In addition to the compensation shown in the Summary  Compensation Table,
Mr. Blair has the right to six months of severance  pay if the Board  terminates
his employment without cause.

         As described in the Compensation and Stock Option Committee Report, the
Company entered into Change In Control Employment  Agreements with each of James
B. Hickey,  Jr., William M. Milne,  Jeffrey A. Blair,  Robert C. Samec, Edson R.
Weeks,  III,  Patricia A. Hamm and Earl H. Slee.  Each such  Agreement  provides
that, following a change of control of the Company, if the executive officer is

                                        3

<PAGE>



subsequently terminated without cause or voluntarily resigns within 12 months of
such change of control,  he or she will  receive a lump sum amount  equal to two
times his or her  current  base  compensation  plus two times his or her  target
bonus under the Company's  Management  Incentive Plan. In addition,  all options
will  become  fully  vested upon such  termination  or  resignation  and will be
exercisable for three months.

Compensation of Directors

         Since 1987, the Company has paid each  non-employee  director an annual
fee of $12,000, payable in twelve monthly installments. In addition, since April
1995,  such  directors  also receive  $1,000 for each Board meeting  attended in
person or $500 for  attending  a meeting by  telephone  conference.  Nonemployee
directors also receive an automatic annual grant of a non-qualified stock option
pursuant  to the 1988  Stock  Option  Plan on the date of the  Company's  annual
meeting each year.  Each option granted enables that director to purchase 10,000
shares of the Company's  Common Stock at an option  exercise  price equal to the
fair market value of such shares on the date the option is granted.  Each option
granted to a director is exercisable beginning one year after the date of grant,
and will generally expire at the earlier of (i) twelve months after the optionee
ceases to be a director and (ii) five years after the date of grant.


                                        4

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements of Section 13 of the Securities  Exchange
Act of 1934,  the  Company  has caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Dated:  November 12, 1996
                                  AEQUITRON MEDICAL, INC.       "Company"

                                  /s/ James B. Hickey, Jr.
                                  James B. Hickey, Jr., President
                                  and Chief Executive Officer


                                  /s/ William M. Milne
                                  William M. Milne, Chief Financial Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  amendment to Form 10-K for year ended April 30, 1996 has been signed below
by the following  persons on behalf of the Company and in the  capacities and on
the dates indicated.

Signature and Title                                           Date


/s/ James B. Hickey, Jr.                                  November 12, 1996
James B. Hickey, Jr., President,
Chief Executive Officer and
Director (Principal Executive Officer)


/s/ William M. Milne                                     November 12, 1996
William M. Milne, Chief Financial Officer
(Principal Financial Officer)

         *                                               November 12, 1996
Lawrence A. Lehmkuhl, Director


         *                                               November 12, 1996
David B. Morse, Director


         *                                               November 12, 1996
Gerald E. Rhodes, Director


         *                                               November 12, 1996
Ervin F. Kamm, Jr., Director


* /s/ James B. Hickey, Jr.                               November 12, 1996
  James B. Hickey, Jr., Attorney-in-Fact
  pursuant to Power of Attorney
                                                                       

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