SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

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

     For the fiscal year ended September 30, 1997 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 0-20506

                         BKC SEMICONDUCTORS INCORPORATED
             (Exact name of registrant as specified in its charter)


              MASSACHUSETTS                              04-2883532
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

    6 LAKE STREET, LAWRENCE, MASSACHUSETTS                   01841
    (Address of principal executive offices)                (Zip Code)

    Registrant's telephone number, including area code: (978) 681-0392

    Securities registered pursuant to Section 12(b) of the Act: NONE



           Securities registered pursuant to Section 12(g) of the Act:

                           COMMON STOCK, NO PAR VALUE

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 filed  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 is not contained  herein,  and will not be contained,  to the
best  of  the  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  aggregate   market  value  of  the   registrant's   Common  Stock  held  by
non-affiliates  of the  registrant,  based  upon the  closing  sale price of the
Common Stock on December 19, 1997,  was  approximately  $6,701,158 on the Nasdaq
SmallCap Market System. The number of shares held by non affiliates was 639,971.
Shares of Common  Stock held by each officer and director and by each person who
owns 5% or more of the outstanding  Common Stock have been excluded in that such
persons may be deemed to be affiliates.  This  determination of affiliate status
is not necessarily a conclusive determination for other purposes.

The number of outstanding  shares of the  registrant's  Common Stock on December
19, 1997, was 1,276,411.





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<PAGE>





ITEM 11.    EXECUTIVE COMPENSATION
            ----------------------
   
            The following  table sets forth the  compensation  paid to the Chief
Executive Officer and the other most highly  compensated  executive officer (the
"Named  Executive  Officers") by the Company for services to the Company for the
fiscal years ended  September 30, 1997,  1996,  and 1995.  None of the Company's
other executive  officers had a total annual salary and bonus exceeding $100,000
during fiscal 1997.

<TABLE>
<CAPTION>

                                        SUMMARY COMPENSATION TABLE
                                        --------------------------
                                           ANNUAL COMPENSATION

                                            FISCAL                                  ALL OTHER
  NAME                                       YEAR      SALARY($)     BONUS($)       COMP. $(1)
  ----                                       ----      ---------     --------       ----------
                                                                                 
                                                                                 
                                                                                 
<S>                                        <C>        <C>          <C>             <C>   
James R. Shiring (2)                         1997       $130,000     $10,000         $1,146
President and CEO, Director                  1996         60,000           0            700
                                             1995            ---         ---            ---
                                                                                 
Thomas M. Cunneen (3)                        1997        100,000      12,000            286
Vice President of Sales & Marketing          1996         59,615         ---            167
                                             1995            ---         ---            ---
 
<FN>
                                                                              
----------
(1)  Premium cost of life insurance policy for Mr. Shiring and Mr. Cunneen.
(2)  Mr. Shiring became President and Chief Executive  Officer of the Company on
     March 19, 1996.
(3)  Mr. Cunneen joined the Company as Vice President. of Sales and Marketing on
     May 14, 1996.
</FN>
</TABLE>

                          FISCAL YEAR END OPTION VALUES

            During Fiscal 1997, none of the named executive  officers  exercised
options  that had been granted by the Company.  The  following  table sets forth
information  regarding  the  vested  and  unvested  number  of  shares  and  the
unrealized value (the difference  between the option price and the market value)
of the referenced  options issued by the Company and held by the Named Executive
Officers on October 1, 1997.

<TABLE>
<CAPTION>

                           NUMBER OF SHARES UNDERLYING         VALUE OF UNEXERCISED IN-THE-MONEY
                              UNEXERCISED OPTIONS (#)                      OPTIONS ($)
                              -----------------------                      -----------

Name                         Vested       Unvested               Vested            Unvested
<S>                          <C>           <C>                  <C>                  <C>    
James R. Shiring             37,500        37,500               $51,375              $51,375
Thomas M. Cunneen            25,000        25,000                 9,250                9,250
</TABLE>


            Mr.  Shiring and Mr.  Cunneen have  employment  agreements  with the
Company  that  provide  for  the  payment   salary  and   benefits.   Agreements
automatically renew for successive one year periods, unless terminated per terms
of the agreements.

                          COMPENSATION COMMITTEE REPORT

            This report, prepared by the Compensation  Committee,  addresses the
Company's  executive  compensation  policies  and the basis on which fiscal 1997
executive  officer  compensation  determinations  were  made.  The  Compensation
Committee  designs and approves all components of executive  pay.  During fiscal
1997, the  Compensation  Committee  members were Albert A. Magdall and W. Randle
Mitchell, Jr., both non-employee directors.



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<PAGE>




COMPENSATION PHILOSOPHY

            The objectives of the Company's executive  compensation  program are
(i) to enable the Company to attract, retain and award executives who contribute
to both the  short-term  and the  long-term  success of the Company,  (ii) align
compensation with business objectives and individual performance,  and (iii) tie
the  interests of the  Company's  executives  to the  interests of the Company's
stockholders.  The primary  components of the Company's  executive  compensation
program  are  salary,  stock  options,  and  performance-related   bonuses.  The
Compensation  Committee believes that executive  compensation packages should be
viewed as a whole in order to properly asses their appropriateness.

            In  establishing  total  compensation  packages  for  its  executive
officers,  the  Compensation  Committee  takes  into  account  the  compensation
packages  offered to executives of other  semiconductor  equipment  companies of
similar  stature,  length of  service,  prior  experience  and the  Compensation
Committee's  judgment  as to  individual  contributions.  These  factors are not
assigned specific mathematical weight.

SALARY

            Base  salaries  are reviewed  annually.  Changes in base salary from
year to year depend upon such factors as individual performance,  cost of living
changes and the economic  and business  conditions  affecting  the Company.  Mr.
Shiring's base salary in 1997 was $130,000 as compared to $60,000 in fiscal 1996
(during fiscal 1996, Mr. Shiring was employed by the Company  beginning on March
19, 1996).

STOCK OPTIONS

            As noted above,  stock  options are an important  component of total
executive  compensation.  Stock options are considered long-term incentives that
link  the  long-term  interests  of  management  with  those  of  the  Company's
stockholders.  While no stock  options  were  granted to  executive  officers in
fiscal 1997, the Company believes that options  previously  granted provide such
incentive.

BONUS

            For fiscal 1997, the Compensation  Committee  approved a formal cash
incentive  compensation  plan ("Plan") which  rewarded  several key employees if
certain  predetermined  earnings  targets  were  achieved  and certain  business
objectives  were met. The actual  results for fiscal 1997 were such that a total
of  $92,000  was  awarded  to  the  Plan   participants.   A  similar  incentive
compensation   plan  for  certain  key   employees  has  been  approved  by  the
Compensation Committee for fiscal 1997.



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<PAGE>




                COMPARISON OF CUMULATIVE TOTAL STOCKHOLDER RETURN

            The  following  performance  graph  assumes an investment of $100 on
September 30, 1992 and compares the change thereafter in the market price of the
Company's common stock with a broad market index (S&P 500) and an industry index
(S&P Electronics  (Component  Distributors)-500).  The Company paid no dividends
during the periods  shown;  the  performance  of the indices is shown on a total
return  (dividend  reinvestment)  basis.  The graph lines merely  connect fiscal
year-end dates and do not reflect fluctuations between those dates.

<TABLE>
<CAPTION>

                            TOTAL SHAREHOLDER RETURNS
                             (Dividends Reinvested)


                                                    BASE    
                                                   PERIOD                    SEPT        SEPT        SEPT        SEPT
COMPANY/INDEX                                      SEPT 92     SEPT 93        94          95          96          97
                                                   -------     -------        --          --          --          --
                                          
<S>                                                  <C>        <C>        <C>        <C>         <C>         <C>  
BKC SEMICONDUCTORS INC                               100        112.00       62.00      76.00       56.00       54.00
S&P ELECTRONICS (COMPONENT DISTRIBUTORS)-500         100        106.39      119.01     123.02      145.12      186.20
S&P 500 INDEX                                        100        113.00      117.17     152.02      182.93      256.92

</TABLE>

[GRAPHIC OMITTED]
GRAPH OMITTED ABOVE SHOWS THE PERFORMANCE OF BKC  SEMICONDUCTORS  AS COMPARED TO
THE S&P  ELECTRONICS  AND THE S&P 500 INDEX FOR THE YEARS SEPTEMBER 1992 THROUGH
SEPTEMBER 1997.


            THE COMPENSATION  COMMITTEE REPORT ON EXECUTIVE COMPENSATION AND THE
COMPARISON OF TOTAL  STOCKHOLDER  RETURN  INFORMATION  ABOVE SHALL NOT BE DEEMED
"SOLICITING  MATERIAL" OR  INCORPORATED  BY REFERENCE  INTO ANY OF THE COMPANY'S
FILINGS WITH THE  SECURITIES  AND EXCHANGE  COMMISSION BY  IMPLICATION OR BY ANY
REFERENCE IN ANY SUCH FILING TO THIS PROXY STATEMENT.


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<PAGE>



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


                                         BKC Semiconductors Incorporated


Date:  January 28, 1997    /s/ James R. Shiring
                           ----------------------------------------------------
                           By:  James R. Shiring, President and Chief Executive
                           Officer, Director, Principal Executive Officer

            Pursuant to the requirements of the Securities Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date:  January 28, 1997    /s/ James R. Shiring
                           ----------------------------------------------------
                           James R. Shiring, President and 
                           Chief Executive Officer,
                           Director, Principal Executive Officer



Date:  January 28, 1997    /s/ Bryan A. Schmidt
                           ----------------------------------------------------
                           Bryan A. Schmidt, CFO, Treasurer, 
                           Principal Financial and Accounting Officer



Date:  January 28, 1997    /s/ John L. Campbell
                           ----------------------------------------------------
                           John L. Campbell, Strategic Marketing
                           and Distribution, Clerk, Director


Date:  January 28, 1997    /s/ William J. Kady
                           ----------------------------------------------------
                           William J. Kady, Vice President Quality, Director


                           
Date:  January 28, 1997    
                           ---------------------------------------------------- 
                           Albert A. Magdall, Chairman, Director                
                           

                           
Date:  January 28, 1997    
                           ---------------------------------------------------- 
                           W. Randle Mitchell, Jr., Director                    


                           
Date:  January 28, 1997   
                           ----------------------------------------------------
                           Gerald T. Billadeau, Director                       
                           


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