UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended August 31, 1996

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

For the transition period from _________________ to ______________

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, New York 11716
                    (Address of principal executive offices)

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

     Check 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(s),  and (2) has been subject to such filing  requirements
for the past 90 days. Yes [X] No [ ]

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date: October 10, 1996

         Class of                                 Number of
       Common Equity                                Shares

       Common Stock,                              6,812,566
       par value $.01



<PAGE>


                             PERIPHONICS CORPORATION
                                AND SUBSIDIARIES


                                      INDEX

                                                                    Page No.

Part I. Financial Information

 Item 1.  Financial Statements

         Consolidated Balance Sheets - August 31, 1996                  3
          and May 31, 1996

         Consolidated Statements of Earnings - Three                    4
          Months Ended August 31, 1996 and August 31, 1995

         Consolidated Statements of Cash Flows - Three                  5
          Months Ended August 31, 1996 and August 31, 1995

         Notes to Consolidated Financial Statements                   6-7

 Item 2. Managements's Discussion and Analysis of Financial          8-11
Condition and Results of Operations

Part II. Other Information                                             12

            Signatures                                                 13


                                        2

<PAGE>

                    PERIPHONICS CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>



                                                                                                August 31,
                                                                                                   1996         May 31, 1996
                                                                                               (Unaudited)       (Audited)
<S>                                                                                                <C>              <C>

ASSETS
CURRENT ASSETS:
  Cash and cash equivalents............................................                         $  23,655        $  18,664
  Short-term investments...............................................                             4,697            8,603
  Accounts receivable, less allowance for doubtful accounts of
    $890 and $750 respectively . . . . . . . . . . ....................                            23,458           23,829
 Inventories...........................................................                            13,102           11,097
  Deferred income taxes................................................                             1,217            1,261
  Prepaid expenses and other current assets............................                             1,055              935
                                                                                                 --------          -------
      TOTAL CURRENT ASSETS.............................................                            67,184           64,389

PROPERTY, PLANT AND EQUIPMENT, net.....................................                            11,076           10,426
OTHER ASSETS...........................................................                               295              288
                                                                                                  -------          -------
                                                                                                $  78,555        $  75,103
                                                                                                  =======          =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable.....................................................                         $   5,804        $   4,247
  Accrued expenses and other current liabilities.......................                            11,292           11,666
                                                                                                  -------          -------
      TOTAL CURRENT LIABILITIES........................................                            17,096           15,913
DEFERRED INCOME TAXES..................................................                               237              409
                                                                                                 --------          -------
                                                                                                   17,333           16,322
                                                                                                  -------          -------
STOCKHOLDERS' EQUITY
 Preferred Stock, par value $.01 per share, 1,000,000 authorized,
  none issued
 Common stock, par value $.01 per share,  15,000,000 shares authorized 6,810,166
   shares outstanding as of August 31, 1996
   6,799,082 shares outstanding as of May 31, 1996  . . . . ...........                                68               68
 Additional paid-in capital............................................                            41,964           41,838
 Retained earnings.....................................................                            19,190           16,875
                                                                                                  -------          -------
                                                                                                   61,222           58,781

                                                                                                  -------          -------
                                                                                                $  78,555        $  75,103
                                                                                                  =======          =======
</TABLE>


                                        3

<PAGE>



                    PERIPHONICS CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                                 Three Months Ended
                                                                                                     August 31,
                                                                                              1996              1995
                                                                                             ------             -----
                                                                                           (Unaudited)
<S>                                                                                            <C>               <C>

System sales........................................................................        $ 17,755         $ 13,887
Service revenues....................................................................           5,504            3,657
                                                                                             -------          -------
  Total revenues....................................................................          23,259           17,544
                                                                                             -------           ------
Cost of system sales................................................................           8,022            6,408
Cost of service revenues............................................................           3,304            2,267
                                                                                             -------          -------
  Cost of revenues..................................................................          11,326            8,675
                                                                                             -------          -------
Gross profit........................................................................          11,933            8,869
                                                                                             -------          -------
Operating expenses:
  Selling, general and administrative...............................................           6,165            4,865
  Research and development..........................................................           2,420            1,612
                                                                                             -------          -------
                                                                                               8,585            6,477
                                                                                             -------          -------
Earnings from operations............................................................           3,348            2,392
                                                                                             -------          -------
Other income (expense):
  Interest and other income.........................................................             329              191
  Foreign exchange gain (loss) .....................................................             118            (125)
                                                                                             -------          -------
                                                                                                 447               66
                                                                                             -------         --------
Earnings before provision for income taxes..........................................           3,795            2,458
Provision for income taxes..........................................................           1,480            1,008
                                                                                             -------          -------
Net earnings . . . . . . . . . . . . . .............................................   $       2,315        $   1,450
                                                                                             =======          =======
Net earnings per common and common equivalent share. . . . .........................   $         .33       $      .23
                                                                                            ========         ========
Weighted average number of common and common equivalent shares......................           6,991            6,279
                                                                                             =======          =======
</TABLE>






                                        4

<PAGE>


                    PERIPHONICS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>

                                                                                                  Three Months Ended
                                                                                                       August 31,
                                                                                               1996                1995
                                                                                                      (Unaudited)
<S>                                                                                             <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings..........................................................................   $     2,315        $   1,450
   Adjustments to reconcile net earnings to net cash and cash equivalents
     provided by operating activities:
     Depreciation and amortization.......................................................           823              578
     Deferred income taxes...............................................................         (128)             (28)
     Changes in operating assets and liabilities:
        Decrease in accounts receivable . . . . . .......................................           371              889
        Increase in inventories..........................................................       (2,005)          (2,937)
        Increase in prepaid expenses and other current assets............................         (120)            (138)
        Increase in other assets.........................................................           (7)             (20)
        Increase in accounts payable and accrued expenses other
           current liabilities...........................................................         1,183            1,067
                                                                                                 ------           ------
           Net cash and cash equivalents provided by operating activities ....... . . . .         2,432              861
                                                                                                 ------           ------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property, plant and equipment..........................................       (1,473)            (725)
     Proceeds from sale of short-term investments........................................         4,876             ---
     Purchases of short-term investments.................................................         (970)             ---
                                                                                                 ------          ------
           Net cash and cash equivalents used in investing activities....................         2,433            (725)
                                                                                                 ------           ------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from stock options exercised...............................................           126              156
                                                                                                 ------           ------
           Net cash and cash equivalents provided by financing activities................           126              156
                                                                                                 ------           ------

NET INCREASE IN CASH AND CASH EQUIVALENTS................................................         4,991              292
 
CASH AND CASH EQUIVALENTS, beginning of period...........................................        18,664            8,753
                                                                                                 ------           ------
CASH AND CASH EQUIVALENTS, end of period.................................................   $    23,655       $    9,045
                                                                                                 ======           ======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
  Interest ..............................................................................           ---              ---
  Income Taxes...........................................................................    $      593        $     754

</TABLE>




                                        5

<PAGE>



                             PERIPHONICS CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.       BASIS OF PRESENTATION

     In the opinion of the  Company,  the  accompanying  unaudited  consolidated
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring  adjustments)  necessary to present fairly the financial position, the
results of operations, and the cash flows at August 31, 1996 and for all periods
presented.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted. These financial statements should be read in conjunction with
the  Consolidated  Financial  Statements and Notes included in the Company's May
31, 1996 Annual  Report on Form 10-K as filed with the  Securities  and Exchange
Commission.

     The results of  operations  for the three  months ended August 31, 1996 and
1995 are not  necessarily  indicative of the results to be expected for the full
year. Dollar amounts are presented in thousands.

2.       INVENTORIES

         Inventories consist of the following:

                             August 31, 1996             May 31, 1996

         Raw materials           $7,040                     $6,218
         Work-in-process          6,062                      4,879
                                 ------                     ------
                                $13,102                    $11,097
                                =======                    =======


3.       INITIAL PUBLIC OFFERING

     On March 30,  1995,  the Company  consummated  an initial  public  offering
("IPO") of 2,750,000  shares of common stock at a price of $14.00 per share.  Of
the shares  offered,  2,150,000 were sold by the Company and 600,000 shares were
sold by shareholders of the Company.

     In April 1995, the  underwriters  of the IPO exercised their over allotment
option to purchase an additional  412,500 shares from the selling  shareholders.
The Company did not receive any of the  proceeds  from the  exercise of the over
allotment option.

     The net  proceeds to the Company from the sale of the  2,150,000  shares of
Common Stock  offered was  approximately  $27.1  million  (after  deducting  the
underwriting  discount and offering  expenses  payable by the Company).  The net
proceeds to the Company were used to repay  indebtedness of $14.2 million and to
redeem  750,000  shares  of  its  Common  Stock  from  Exxon   Corporation   for
approximately  $8.8  million  (plus the payment to Exxon of  approximately  $0.2
million of  accumulated  dividends  on the Series A  Preferred  Stock  which was
converted   into  such  Common   Stock).   The  balance  of  the  net  proceeds,
approximately  $3.9  million,  is to be used  for  general  corporate  purposes,
including working capital.

                                        6

<PAGE>




4.       SECONDARY PUBLIC OFFERING

     On November 17, 1995, the Company  consummated a secondary  public offering
of  1,255,000  shares of common  stock at a price of $25.50  per  share.  Of the
shares  offered,  600,000  were sold by the  Company  and  655,000  were sold by
certain stockholders of the Company.

     Also in November 1995, the underwriters of the secondary offering exercised
their  over-allotment  option to purchase an additional  188,250 shares from the
selling  stockholders.  The Company did not receive any of the proceeds from the
exercise of the over-allotment option.

     The net  proceeds  to the Company  from the sale of the  600,000  shares of
Common Stock  offered was  approximately  $14.0  million  (after  deducting  the
underwriting  discount and offering  expenses  payable by the Company).  The net
proceeds to the Company are to be used for general corporate purposes, including
working capital,  facilities expansion and possible  acquisitions of businesses,
products or technologies complementary to the Company's business.

5.       ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS
         NO. 115 & NO. 121

     During the third quarter of fiscal 1996, the Company  adopted  Statement of
Financial  Accounting  Standards No. 115, "Accounting for Certain Investments in
Debt and Equity  Securities".  The Company has determined that their investments
should be  classified as  held-to-maturity  because the Company has the positive
intent  and  ability  to hold  the  investments  to  maturity.  Held-to-maturity
investments are stated at amortized cost,  adjusted for amortization of premiums
and  accretion  of  discounts  to  maturity.  The  aggregate  fair  value of the
Company's investments as of August 31, 1996 was $4,780.

     During the fourth quarter of fiscal 1996, the Company adopted  Statement of
Financial  Accounting  Standards  No.  121,  Accounting  for the  Impairment  of
Long-Lived  and for  Long-Lived  Assets  to be  Disposed  Of ("SFAS  121").  The
adoption of SFAS 121 has not had a material impact on the Company's Consolidated
Financial Statements.

6.       STOCK SPLIT AND CHANGES IN AUTHORIZED CAPITAL

     On September 20, 1996, the Board of Directors  approved a two-for-one split
of its common  stock to be effected  as a stock  dividend on October 31, 1996 to
shareholders  of record at the close of  business  on October  15,  1996.  After
giving  effect to the stock split,  the shares  outstanding  will  increase from
6,812,566 to 13,625,132.

     Also, on September 20, 1996, the Board of Directors determined it advisable
to amend the Company's  Certificate of  Incorporation  to increase the number of
authorized shares of Common Stock from 15,000,000  shares to 30,000,000  shares.
The proposed amendment to the Amended and Restated  Certificate of Incorporation
has been submitted for shareholder approval.  The results of this matter will be
announced at the 1996 Annual Meeting of  Stockholders  to be held on November 8,
1996.


                                        7

<PAGE>


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Months  Ended  August 31, 1996  compared to Three Months ended August
31, 1995

     Total Revenues.  Total revenues  increased by 32.6% to $23.3 million in the
three months ended August 31, 1996 from $17.5  million in the three months ended
August 31, 1995.  System sales  increased by 27.9% to $17.8 million in the three
months ended August 31, 1996 from $13.9 million in the three months ended August
31, 1995.  The increase in system sales was primarily due to an increase in unit
sales volume.  Service revenues  increased by 50.5% to $5.5 million in the three
months  ended August 31, 1996 from $3.7 million in the three months ended August
31,  1995,  primarily  due to the  addition of more units to the service base as
well as an increase installation revenues.

     Gross Profit.  The  Company's  gross profit  increased by $3.0 million,  or
34.5%,  to $11.9  million in the three  months  ended  August 31, 1996 from $8.9
million in the three months ended August 31, 1995.  Gross profit as a percentage
of total  revenues  increased to 51.3% in the three months ended August 31, 1996
from 50.6% in the three months  ended  August 31,  1995.  Gross profit on system
sales  increased by $2.3 million,  or 30.1%, to $9.7 million in the three months
ended  August 31, 1996 from $7.5  million in the three  months  ended August 31,
1995.  The gross margin on system  sales  increased to 54.8% in the three months
ended August 31, 1996 from 53.9% in the three months ended August 31, 1995.  The
Company  attributes this increase  primarily to  manufacturing  and productivity
efficiencies  of scale  resulting from increased sales volume during the period.
Gross profit on service  revenues  increased by $.8 million,  or 58.3%,  to $2.2
million in the three months ended August 31, 1996 from $1.4 million in the three
months  ended August 31, 1995.  Gross  margin on service  revenues  increased to
40.0% in the three  months  ended August 31, 1996 from 38.0% in the three months
ended August 31, 1995.  This increase was  attributable  to higher  installation
revenues and an increase in the service base.

     Selling,  General  and  Administrative   Expenses.   Selling,  General  and
Administrative  ("SG&A")  expenses  were $6.2  million and $4.9  million for the
three months ended August 31, 1996 and 1995, respectively, or 26.5% and 27.7% of
total revenues, respectively. The increase in the dollar amount of SG&A expenses
was primarily due to both the continued  expansion of the Company's sales effort
in  domestic  and  international  markets  and to  increases  in  SG&A  expenses
necessary to support the increased level of sales. SG&A expenses  decreased as a
percentage of total  revenues due to the Company's  ability to leverage  certain
fixed expenses over its growing revenue base.

     Research  and  Development  Expenses.   Research  and  Development  ("R&D")
expenses  were $2.4  million and $1.6  million for the three months ended August
31,  1996  and  1995,  respectively,  or  10.4%  and  9.2%  of  total  revenues,
respectively.  The increase in the dollar  amount of R&D  expenses  reflects the
continued  expansion of the Company's  R&D staff which  increased to 100 from 79
between  August 31,  1995 and August  31,  1996.  R&D  expenses  are  charged to
operations as incurred, and no software development costs have been capitalized.
The  Company  expects  the dollar  amount of R&D  expenditures  to  continue  to
increase,  although such  expenses as a percentage  of total  revenues will vary
from period to period.


     Other Income (Expense).  Other income was $.4 and $.1 million for the three
months  ended August 31, 1996 and 1995  respectively.  Interest and other income
increased to $.3 million

                                        8

<PAGE>



in the three  months  ended  August 31,  1996 from $.2 million in the three
months  ended August 31, 1995  primarily  due to increased  cash  balances.  The
Company had a foreign  exchange  gain of $.1 million for the three  months ended
August 31, 1996 compared to a foreign exchange loss of $.1 million for the three
months ended August 1995.  To the extent the Company is unable to match  revenue
received in foreign  currencies  with  expense  paid in the same  currency it is
exposed to fluctuations on international currency transactions.

     Income  Taxes.   Variations  in  the  customary  relationship  between  the
provision for income taxes and the statutory  federal  income tax rate primarily
result from foreign  subsidiaries'  net  operating  losses which did not produce
current tax benefits,  the  utilization of research and  development tax credits
and state and local income taxes. The Company's  effective income tax rates were
39.0%  and  41.0%  for  the  three  months  ended  August  31,  1996  and  1995,
respectively.

     Foreign   Operations.   The  Company's  European   subsidiary  operated  at
approximately  a $.4 million  loss during the three months ended August 31, 1996
as compared to approximately break-even during the three months ended August 31,
1995.  The  increase  in such losses was  attributed  to a decrease in the gross
margin  and  increase  in the dollar  amount of SG&A  expenses  to  support  the
expansion of the sales and marketing effort in the three months ended August 31,
1996.  Transfers from the Company's  North  American  operations to its European
subsidiary are accounted for at cost, plus a reasonable profit.

Liquidity and Capital Resources

     On November 17, 1995, the Company  consummated a secondary  public offering
of 1,255,000 share of common stock at a price of $25.50 per share. Of the shares
offered,  600,000  were sold by the  Company  and  655,000  were sold by certain
stockholders of the Company.

     Also in November 1995, the  underwriters  of the offering  exercised  their
over allotment option to purchase an additional  188,250 shares from the selling
stockholders.  The Company did not receive any of the proceeds from the exercise
of the over allotment option.

     The net  proceeds  to the Company  from the sale of the  600,000  shares of
Common Stock  offered was  approximately  $14.0  million  (after  deducting  the
underwriting  discount and offering  expenses  payable by the Company).  The net
proceeds to the Company are to be used for general corporate purposes, including
working capital,  facilities expansion and possible  acquisitions of businesses,
products or technologies complementary to the Company's business.

     The Company's  principal cash  requirement to date has been to fund working
capital and capital expenditures in order to support the growth of revenues. The
Company has historically  financed this requirement  primarily through cash flow
from operations and bank borrowings.  Cash flow from operations was $2.4 million
and  $.9  million  for  the  three  months  ended  August  31,  1996  and  1995,
respectively.  At August 31,  1996,  the Company  had  working  capital of $50.1
million,  including  $28.4 million of cash and cash  equivalents  and short-term
investments.  The Company  expects its working  capital needs to increase  along
with future revenue growth.

     At August 31, 1996 current assets and current liabilities increased by $2.8
million and

                                        9

<PAGE>



$1.2  million,  respectively,  compared  to May 31,  1996.  Current  assets
increased  principally  as a result of an  increase  in  inventories  to support
higher  production  volumes  offset,  in part, by reduced  accounts  receivable.
During the period ended August 31, 1996, current liabilities increased primarily
due to an increase in accounts payable due to higher operating levels offset, in
part, by a decrease in accrued expenses resulting from the timing of payments.

     The average days sales outstanding (calculated by dividing the net accounts
receivable  at the balance  sheet date for each period by the average  sales per
day during the  quarter  immediately  preceding  the  balance  sheet  date) were
approximately  93  days  and 83 days  at  August  31,  1996  and  May 31,  1996,
respectively.  The Company  attributes  the increase in days' sales  outstanding
primarily to increased sales to government  agencies which generally have longer
payment cycles. To the extent the Company's sales mix continues to shift towards
government  agencies,  the  average  day's  sales  outstanding  is  expected  to
increase.

     The  Company's  inventory  as of May 31, 1996 and August 31, 1996 was $11.1
million and $13.1 million  respectively.  The increase in inventory from May 31,
1996 to August 31, 1996 reflects an investment by the Company to support  future
sales growth.

     In January 1995,  the Company  increased its line of credit to $8.0 million
with interest  charged at the prime rate plus 0.25%.  The line of credit expires
on November 30, 1996. As of August 31, 1996, the Company had no borrowings under
this line of credit.  The  Company is  presently  negotiating  to  increase  and
restructure  the line of credit to a revolving line of credit,  with a term loan
option.

     The Company made capital expenditures totaling $1.5 million and $.7 million
during the three  months  ended  August  31,  1996 and 1995,  respectively.  The
Company expects that its capital expenditures for facilities expansion, possible
technology licenses and acquisitions, and additional computer equipment utilized
for development  and testing of the Company's  products,  will be  substantially
greater than its capital expenditures in the prior several years.

     The  Company  believes  that its  existing  sources of working  capital and
borrowings  available  under its revolving  line of credit will be sufficient to
fund its operations and capital expenditures for at least 12 months.

Foreign Currency Transaction

     The Company does not currently  engage in  international  currency  hedging
transactions to mitigate its foreign currency exposure.  Included in the foreign
exchange gain (loss) are unrealized  foreign exchange gains and losses resulting
from the currency  remeasurement  of the  financial  statements of the Company's
foreign  subsidiaries into U.S. dollars.  To the extent the Company is unable to
match  revenue  received in foreign  currencies  with  expenses paid in the same
currency,   it  is  exposed  to  possible  losses  on   international   currency
transactions.

Inflation

     In the opinion of  management,  inflation has not had a material  effect on
the operations of the Company.


                                       10

<PAGE>



Certain Factors That May Affect Future Results

     From time to time, information provided by the Company,  statements made by
its employees or  information  included in its filings with the  Securities  and
Exchange Commission  (including this Form 10-Q) may contain statements which are
so-called   "forward-looking   statements"  and  not  historical  facts.   These
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation  Reform Act of 1995.  The  Company's  actual
future results may differ significantly from those stated in any forward-looking
statements.   Forward-looking   statements   involve   a  number  of  risks  and
uncertainties,  including,  but not limited to, product demand,  pricing, market
acceptance,  litigation,  risks in product and technology  development and other
risk factors detailed from time to time in the Company's Securities and Exchange
Commission  reports including this Form 10-Q for the fiscal quarter ended August
31, 1996 and its Form 10-K for the fiscal year ended May 31, 1996.




                                       11

<PAGE>


                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings

         None

Item 2. Changes in Securities

         None

Item 3. Defaults Upon Senior Securities

         None

Item 4. Submission of Matters to a Vote of Security Holders

         None

Item 5. Other Information

         None

Item 6. Exhibits and Reports on Form 8-K

         (a)  Exhibits

              None

         (b)  Reports on Form 8-K

     A current  report on Form 8-K was filed by the Company on August 13,  1996,
with respect to the Company's  approval of a rights  agreement  that was entered
into by the Company and American  Stock  Transfer and Trust  Company,  as Rights
Agent on July 31, 1996,  setting forth the terms of a  stockholder  rights plan,
and pursuant  thereto  declared a dividend of one preferred share purchase right
for each outstanding share of common stock, par value $0.01 per share.


                                       12

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  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
                                    Chairman of the Board, President
                                    and Chief Executive Officer
                                    (Principal Operating Officer)


                                By: \s\ Kevin J. O'Brien
                                    ------------------------------------
                                    Kevin J. O'Brien
                                    Chief Financial Officer, Vice
                                    President-Finance and Administration
                                    (Principal Accounting Officer),
                                    Secretary and Director



Dated:  October 15, 1996



                                       13

<PAGE>