UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

     For the fiscal year ended May 31, 1998

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

                          Commission File No.: 0-25592

                             PERIPHONICS CORPORATION
             (Exact name of registrant as specified in its charter)

      Delaware                                          11-2699509
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

               4000 Veterans Memorial Highway, Bohemia, N.Y. 11716
               (Address of principal executive offices) (Zip Code)

     Registrant's telephone number, including area code: (516) 468-9000

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

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

                     Common Stock, par value $.01 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  (or for such  shorter  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 [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 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  12,299,464  of Common  Stock  held by
non-affiliates of the Company as of August 25, 1998 is $78,409,083.

     The number of shares  outstanding  of each of the  registrant's  classes of
common equity as of August 25, 1998 is as follows:

             Class of Common Equity              Number of Shares
                 Common Stock                       13,519,305
                par value $.01

     The  information  required by Part III of this Form 10-K is incorporated by
reference from the Registrant's  definitive proxy statement to be filed with the
Commission on or before September 28, 1998.

<PAGE>

   


     10. COMMITMENTS AND CONTINGENCIES

   
     b. Employment contracts - The Company had entered into employment contracts
with seven officers expiring through December 31, 1996. These agreements allowed
for  aggregate  annual  base  compensation  of $1,698 as well as  bonuses  based
primarily  on the profit  growth of the  Company,  as  defined in the  Company's
performance incentive plan. On March 30, 1995, the Company terminated certain of
the employment  contracts and replaced them with revised contracts.  The revised
contracts  terminate  on May 31,  2000  and  allow  for  aggregate  annual  base
compensation  consistent with the previous  agreements as well as annual bonuses
to be determined in accordance with the provisions of the Company's  performance
incentive plan. In addition,  these revised employment  contracts  automatically
self renew for consecutive  two-year terms unless at least one year prior to the
expiration of the existing term either party gives notice of cancellation.

    
<PAGE>

                                  SIGNATURES

     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.

                                              PERIPHONICS CORPORATION
                                                           Registrant

                                        By:   /s/Peter J. Cohen
                                              -----------------------------
                                              Peter J. Cohen, President

Dated:  August 31, 1998

     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.

<TABLE>
<CAPTION>

             Signature                                        Title                                  Date
<S>                                     <C>                                                   <C>  

/s/Peter J. Cohen                      Chairman of the Board, President and Chief               September 3, 1998
---------------------                  Executive Officer (Principal Operating Officer)
Peter J. Cohen

/s/Richard A. Daniels                  Senior Vice President, Treasurer and Director            September 3, 1998
---------------------
Richard A. Daniels

/s/Kevin J. O'Brien                    Chief Financial Officer, Vice President-Finance          September 3, 1998
--------------------                   and Administration (Principal Accounting and
Kevin J. O'Brien                       Financial Officer), Secretary and Director

/s/Jayandra Patel                      Sr. Vice President-Product Development, Assistant        September 3, 1998
--------------------
Jayandra Patel                         Treasurer and Director

/s/Edward H. Blum                      Director                                                 September 3, 1998
--------------------
Edward H. Blum

/s/Peter Breitstone                    Director                                                 September 3, 1998
--------------------
Peter Breitstone

</TABLE>