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

[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 3. LEGAL PROCEEDINGS
        -----------------

        See "Environmental Matters" under Item 1.











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<PAGE>


                                    PART III
                                    --------

ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF REGISTRANT
         ----------------------------------------------

         The executive  officers and directors of the Company and their ages as 
of September 30, 1997, are as follows:

          NAME                  AGE       POSITIONS HELD WITH COMPANY
          ----                  ---       ---------------------------

    Albert A. Magdall            62       Chairman, Director
    James R. Shiring             56       President, CEO, Director
    John L. Campbell             63       Strategic Marketing and Distribution, 
                                          Clerk, Director
    William J. Kady              57       Vice President of  Quality, Director
    Gerald T. Billadeau          55       Director
    W. Randle Mitchell, Jr.      63       Director
    Thomas M. Cunneen            37       Vice President Marketing and Sales
    Bryan A. Schmidt             45       CFO, Treasurer

         Messrs.  Billadeau,  Kady and Campbell founded the Company in 1985. Mr.
Billadeau  served as the Company's  President and Chief  Executive  Officer from
1985 through July of 1995.

         Mr. Magdall has been a Director since November 1994 and Chairman of the
Board  since May  1995.  From July 1995 to March  1996,  Mr.  Magdall  served as
interim  President  and Chief  Executive  Officer of the  Company.  Prior to his
retirement in 1993, Mr Magdall held in 1992 and 1993 the position of Senior Vice
President of Genicom Corporation (Nasdaq), a company involved in the manufacture
and sales of computer printers.

         Mr. Shiring joined BKC as its President and Chief Executive Officer and
a Director in March 1996.  From 1993 to 1995, Mr. Shiring was Managing  Director
of Clare  Europe,  a unit of CP Clare,  a worldwide  manufacturer  of electronic
components,  and,  from 1992 to 1993,  Chief  Operating  Officer  of the  parent
company of CP Clare. Mr. Shiring's  professional  background  covers 33 years of
progressive  global  experience  in the  electronics  industry with the focus on
semiconductor  components.  His  prior  professional  experience  had been  with
Westinghouse, Varian, Semicon, Teledyne, and Theta-J Corporation, the forerunner
to CP Clare Corporation.

         Mr.  Billadeau has been a Director since the founding of the Company in
1985.  Prior  thereto  he served as Vice  President  and  Controller  of the ITT
Semiconductors  Division of ITT from 1980 to 1985. Mr.  Billadeau left BKC June,
1996 and has been the CFO since June,  1996,  at Riverside  Millwork  Company in
Concord NH, a company servicing the construction industry.

         Mr. Kady has been Vice  President  of Quality and a Director  since the
founding of the Company in 1985. Prior thereto,  he served in various capacities
in  the  ITT  Semiconductors   Division  of  ITT,  primarily  in  the  areas  of
engineering, quality and reliability.

         Mr.  Campbell has been Director of Strategic  Marketing and Distributor
Sales, as well as a Director of the Company since the founding of the Company in
1985.  Prior thereto,  he held a number of sales and marketing  positions in the
ITT Semiconductors Division of ITT, lastly as Eastern Regional Sales Manager.


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         Mr.  Mitchell  has been a member of the Board since 1994,  and has been
Chairman of the Board of Learning Services Corporation (a privately held company
specializing in post-acute acquired brain injury  rehabilitation) since 1994. He
served as  President  and Chief  Executive  Officer  and a director  of Amoskeag
Company (Nasdaq) from 1992 to 1994, and as its Chief Financial Officer from 1979
to 1991. He also served as Executive Vice President and Chief Financial  Officer
of Amoskeag's 80% controlled  subsidiary,  Fieldcrest Cannon,  Inc. (NYSE), from
1985 to 1990.  Mr.  Mitchell  has also  served as  Chairman  of the Board of the
Bangor and Aroostook  Railroad,  a subsidiary of Amoskeag Company, as a director
and Chairman of the Audit  Committee of the Keesville  National Bank (New York),
and as a director of Fanny  Farmer  Candy Shops,  Inc.,  Boston  Bancorp and the
South Boston Savings Bank.

         Mr.  Cunneen joined BKC as its Vice President of Sales and Marketing in
May 1996. Prior to joining BKC, Mr. Cunneen was Vice President, Field Operations
of CP Clare, a worldwide  manufacturer  of electronic  components,  from 1992 to
1996. Mr. Cunneen's professional background covers fourteen years of progressive
global  experience in the electronics  industry with the focus on  semiconductor
components.  His prior  professional  experience  has been with  Sprague,  Sigma
Instruments and Theta-J Corporation,  the forerunner to CP Clare Corporation for
the past ten years.

         Mr.  Schmidt  joined BKC as its Controller in June 1996 and was elected
treasurer and CFO in March, 1997. Mr. Schmidt's  professional  training includes
degrees of BS and MBA in Finance from  Northeastern  University and  progressive
financial  management  experience  within  manufacturing  concerns  for the last
twenty years. Prior to joining BKC, Mr. Schmidt was Controller and CFO for Gare,
Inc., a manufacturer  of products for the ceramics  industry,  from 1991 to June
1996.

         All directors hold office until the next annual meeting of stockholders
and until their  successors  have been elected.  The officers of the Company are
elected  annually and serve at the  discretion  of the Board of Directors of the
Company.  There  are no family  relationships  among  any of the  directors  and
executive officers of the Company.

         The Company's  outside  directors,  Messrs.  Mitchell,  Billadeau,  and
Magdall serve on the Audit and Compensation Committees.


         SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
         -------------------------------------------------------

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  officers and  directors  and persons who own more than ten percent of
its common  stock to file reports with the  Securities  and Exchange  Commission
disclosing  their  ownership  of  stock  in the  Company  and  changes  in  such
ownership.  Copies of such  reports  are also  required to be  furnished  to the
Company.  Based solely on a review of the copies of such reports received by it,
the Company believes that during fiscal 1997, all such filing  requirements were
complied with.






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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:  March 23, 1998        /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:  March 23, 1998        /s/ James R. Shiring
                             ---------------------------------------------------
                             James R. Shiring, President and Chief Executive  
                             Officer, Director, Principal Executive Officer


Date:  March 23, 1998        /s/ Bryan A. Schmidt
                             ---------------------------------------------------
                             Bryan A. Schmidt, CFO, Treasurer, Principal 
                             Financial and Accounting Officer




Date:  March 23, 1998        /s/ John L. Campbell
                             ---------------------------------------------------
                             John L. Campbell, Strategic Marketing and 
                             Distribution, Clerk, Director



Date:  March 23, 1998        /s/ William J. Kady
                             ---------------------------------------------------
                             William J. Kady, Vice President Quality, Director




                             ---------------------------------------------------
Date:  March 23, 1998        Albert A. Magdall, Chairman, Director




                             ---------------------------------------------------
Date:  March 23, 1998        W. Randle Mitchell, Jr., Director




                             ---------------------------------------------------
Date:  March 23, 1998        Gerald T. Billadeau, Director