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, 1997

     [ ]  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 6, 1997

                    Class of                           Number
                  Common Equity                      of Shares

                  Common Stock,                      13,725,261
                  par value $.01




<PAGE>



                             PERIPHONICS CORPORATION
                                AND SUBSIDIARIES


                                                       INDEX

                                                                      Page No.

     Part I. Financial Information

     Item 1. Financial Statements

     Consolidated Balance Sheet - August 31, 1997 and May 31, 1997         3

     Consolidated  Statements of Earnings - Three Months
        Ended August 31, 1997 and August 31, 1996                          4

     Consolidated  Statements  of Cash Flows - Three  Months
        Ended  August 31, 1997 and August 31, 1996                         5

     Notes to Consolidated Financial Statements                            6-7

     Item 2.  Management's  Discussion and Analysis
              of Financial  Condition and Results of Operations            8-12

     Part II. Other Information                                            13

     Signatures                                                            14




<PAGE>



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

                                                                         August 31, 1997            May 31, 1997
                                                                            (Unaudited)             (Audited)
<S>                                                                         <C>                     <C>

ASSETS
Current Assets:
Cash and cash equivalents...............................                    $15,961                  $25,092
Short-term investments..................................                     10,788
Accounts receivable, less allowance for doubtful               
  accounts of $1,000 and $1,000 respectively                                 25,996                   35,735
Inventories.............................................                     13,749                   12,858
Deferred income taxes...................................                      1,457                    1,357
Prepaid expenses and other current assets                                     1,108                    1,211
                                                                             ------                   ------
      Total Current Assets..............................                     69,059                   76,253

Property, Plant and Equipment, net                                           17,366                   16,952
Other  Assets...........................................                        442                      378
                                                                             ------                   ------
                                                                            $86,867                  $93,583
                                                                             ======                   ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable........................................                    $ 3,230                  $ 5,928
Accrued expenses and other current liabilities                               10,656                   15,125
                                                                             ------                   ------
      Total Current Liabilities.........................                     13,886                   21,053
Deferred Income Taxes...................................                        265                      322
                                                                             ------                   ------
                                                                             14,151                   21,375
                                                                             ------                   ------
Stockholders' Equity:    
Preferred stock, par value $.01 per share,
    1,000,000 shares authorized, none issued                                   ---                     ---
Common stock, par value $.01 per share,
    30,000,000 shares authorized                                                137                      137
13,725,261 shares outstanding as of August 31, 1997
13,693,758 shares outstanding as of May 31, 1997
Additional Paid-in Capital..............................                     42,985                   42,559
 Retained Earnings......................................                     29,594                   29,512
                                                                             ------                   ------
Total Stockholder's Equity                                                   72,716                   72,208
                                                                             ------                   ------
                                                                            $86,867                  $93,583
                                                                            =======                  =======

</TABLE>






<PAGE>



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


<TABLE>
<CAPTION> 

                                                                                                 Three Months Ended
                                                                                                     August 31,
                                                                                         1997                       1996
                                                                                      (Unaudited)                (Unaudited)

<S>                                                                                        <C>                     <C>    

System sales...................................................................     $    15,416                $    17,755
Service revenues...............................................................           7,144                      5,504
                                                                                         ------                    -------
    Total revenues.............................................................          22,560                     23,259
                                                                                         ------                    -------
Cost of system sales...........................................................           7,857                      8,022
Cost of service revenues.......................................................           4,009                      3,304
                                                                                         ------                    -------
    Cost of revenues...........................................................          11,866                     11,326
                                                                                         ------                    ------- 
Gross profit...................................................................          10,694                     11,933
                                                                                         ------                    -------
Operating expenses:
  Selling, general and administrative..........................................           7,449                      6,165
  Research and development...................................................             3,213                      2,420
                                                                                         ------                    -------
                                                                                         10,662                      8,585
                                                                                         ------                    ------- 
Earnings from operations.......................................................              32                      3,348
                                                                                         ------                    -------   
Other income (expense):
    Interest and other income..................................................             379                        329
    Foreign exchange (loss) gain ..............................................            (280)                       118
                                                                                          ------                   -------
                                                                                             99                        447
                                                                                          ------                   -------
Earnings before provision for income taxes.....................................             131                      3,795
Provision for income taxes.....................................................              49                      1,480
                                                                                          ------                   -------
Net earnings . . . . . . . . . . . . . ........................................      $       82                $     2,315
                                                                                          ======                   =======
Net earnings per common and common equivalent share. . . . ....................      $     0.01                $      0.17
                                                                                          ======                   =======
Weighted average number of common and common equivalent shares.................
                                                                                         13,957                     13,982
                                                                                          ======                   =======

</TABLE>









<PAGE>



                    PERIPHONICS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
 
                                                                                      Three Months Ended
                                                                                          August 31,
                                                                                     1997            1996
                                                                                  (Unaudited)     (Unaudited)    
<S>                                                                                   <C>            <C>  

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings.............................................................      $     82        $   2,315
   Adjustments to reconcile net earnings to net cash and cash
   equivalents used in operating activities:
     Depreciation and amortization..........................................         1,266              823
     Deferred income taxes..................................................          (157)            (128)
     Changes in operating assets and liabilities:
        Decrease in accounts receivable . . . . . ..........................         9,739              371
        Increase in inventories.............................................          (891)          (2,005)
        Decrease (increase) in prepaid expenses and other current         
           assets...........................................................           103             (120)
        Increase in other assets............................................           (64)              (7)
        (Decrease) increase in accounts payable and accrued expenses and
           other current liabilities........................................        (7,167)           1,183
                                                                                     ------           ------
        Net cash and cash equivalents provided by operating activities......         2,911            2,432
                                                                                     ======           ======

CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchases of property, plant and equipment..........................        (1,680)          (1,473)
        Proceeds from sales of short-term investments.......................          ---             4,876
        Purchases of short-term investments.................................       (10,788)           ( 970)
                                                                                     ------           ------
        Net cash and cash equivalents used in investing activities..........       (12,468)           2,433
                                                                                     ------           ------

CASH FLOW FROM FINANCING ACTIVITIES:
        Proceeds from stock options exercised                                          426              126
                                                                                     ------          ------
        Net cash and cash equivalents provided by financing activities                 426              126

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS.......................         (9,131)           4,991

CASH AND CASH EQUIVALENTS, beginning of period.............................         25,092           18,664
                                                                                    ------           ------
CASH AND CASH EQUIVALENTS, end of period...................................      $  15,961          $23,655
                                                                                    ======          =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
  Interest ................................................................      $   ---             ---
  Income Taxes.............................................................      $   2,490        $    593

</TABLE>








<PAGE>



                    PERIPHONICS CORPORATION AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

     1. BASIS OF PRESENTATION

     In the opinion of Periphonics Corporation and subsidiaries (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, 1997 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, 1997 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, 1997 and
August 31, 1996 are not necessarily indicative of the results to be expected for
the full year.  Dollar  amounts  are  presented  in  thousands  except per share
amounts.

     2. 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  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  increased  from
approximately 6,812,566 to approximately 13,625,132.

     All  historical  share and per share  data  appearing  in the  consolidated
financial statements and notes thereto have been retroactively  adjusted for the
stock split.

     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
was submitted for shareholder  approval.  Shareholder  approval was announced on
November 8, 1996 at the 1996 Annual Meeting of Stockholders.




<PAGE>



     3. INVENTORIES

     Inventories consist of the following:

                                       August 31, 1997            May 31, 1997

          Raw materials                 $   8,324                  $   7,624

          Work-in-process                   5,425                      5,234
                                           ------                     ------
                                        $  13,749                  $  12,858
                                           ======                     ======

     4. SECONDARY PUBLIC OFFERING

     On November 17, 1995, the Company  consummated a secondary  public offering
of  2,510,000  shares of common  stock at a price of $12.75  per  share.  Of the
shares  offered,  1,200,000  were sold by the Company and 1,310,000  shares were
sold by shareholders of the Company.

     Also in November 1995, the underwriters of the secondary offering exercised
their  over-allotment  option to purchase an additional  376,500 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  1,200,000  shares of
common stock  offered was  approximately  $14.10  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  1,500,000  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,  was used for general corporate purposes,  including
working capital.





<PAGE>



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

     Results of Operations

     Three Months  Ended  August 31, 1997  compared to Three Months Ended August
31, 1996

     Total  Revenues.  Total revenues  decreased by 3.0% to $22.6 million in the
first three months of fiscal 1997 from $23.3 million in the comparable period of
the prior fiscal year.  System sales  decreased by 13.2% to $15.4 million in the
first three months of fiscal 1998 from $17.8 million in the comparable period of
the prior fiscal year.  The decrease in system sales was due to a 22.9% decrease
in domestic sales and offset by a 14.6%  increase in  international  sales.  The
decrease in system sales was  primarily  due to a decrease in unit sales volume.
Service revenues increased by 29.8% to $7.1 million in the first three months of
fiscal 1998 from $5.5 million in the comparable period of the prior fiscal year,
primarily due to the addition of more units to the service base.

     Gross Profit. The Company's gross profit decreased by $1.2 million to $10.7
million  in the first  three  months of fiscal  1998 from  $11.9  million in the
comparable  period of the prior  fiscal year.  Gross  profit as a percentage  of
total revenues  decreased to 47.4% in the first three months of fiscal 1998 from
51.3% in the comparable  period of the prior year.  Gross profit on system sales
decreased  by $2.2  million to $7.6  million in the first three months of fiscal
1998 from $9.7 million in the  comparable  period of the prior fiscal year.  The
gross  margin on system  sales  decreased  to 49.0% in the first three months of
fiscal 1998 from 54.8% in the  comparable  period of the prior fiscal year.  The
Company attributes this decrease primarily to the product mix during the current
three month period,  with more  programming  revenue and lower hardware  revenue
which has a higher  margin.  Gross profit on service  revenues  increased by $.9
million, or 42.5%, to $3.1 million in the first three months of fiscal 1998 from
$2.2 million in the comparable  period of the prior fiscal year. Gross margin on
service  revenues  increased  to 43.9% in the first three  months of fiscal 1998
from 40.0% in the comparable  period of the prior fiscal year.  This increase in
margin was attributed to the addition of more units to the service base.

     Selling,  General  and  Administrative   Expenses.   Selling,  General  and
Administrative  ("SG&A")  expenses  were $7.4  million and $6.2  million for the
first three months of fiscal 1998 and 1997, respectively,  or 33.0% and 26.5% of
total revenues, respectively. The increase in the dollar amount of SG&A expenses
was  primarily  related to the continued  expansion of the  Company's  sales and
marketing efforts in domestic and international markets and to increases in SG&A
expenses necessary to support the increased level of sales.

     Research  and  Development  Expenses.   Research  and  Development  ("R&D")
expenses were $3.2 million and $2.4 million for the first three months of fiscal
1998 and 1997, respectively, or 14.2% and 10.4% 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 143 from 105 between
August 31, 1997 and August 31, 1996. R&D expenses are charged to operations as



<PAGE>



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 $0.1 million and $0.4 million for
the three  months  ended  August  31,  1997 and August  31,  1996  respectively.
Interest  and other  income  increased to $0.4 million in the three months ended
August 31, 1997 from $0.3  million in the three  months  ended August 31, 1996 .
The  Company had a foreign  exchange  loss of $0.3  million in the three  months
ended August 31, 1997  compared to a foreign  exchange  gain of $0.1 million for
the three months  ended August 31, 1996.  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 fluctuations in international currency transactions.

     Income  Taxes.   Variations  in  the  customary  relationship  between  the
provision for income taxes and the statutory  income tax rate  primarily  result
from the utilization of research and  development  tax credits,  state and local
income taxes, and exempt income of the Company's foreign sales corporation.  The
Company's  effective income tax rates were 37.5 % and 39.0% for the three months
ended August 31, 1997 and August 31, 1996, respectively.

     Foreign   Operations.   The  Company's  European   subsidiary  operated  at
approximately  a $1.1 million loss during the three months ended August 31, 1997
as compared to a loss of $0.4  million  during the three months ended August 31,
1996.  The  increase  in such losses was  attributed  to a decrease in the gross
margin and an  increase  in the dollar  amount of SG&A  expenses  to support the
expansion of the sales and marketing effort.  Transfers from the Company's North
American operations to its European subsidiary are accounted for at cost, plus a
reasonable profit.  The cost of revenues for the Company's  European  subsidiary
includes  approximately  $0.1 million of intercompany gross profit earned by the
Company's North American  operations on system sales by the European  subsidiary
to third  parties  during  the  three  months  ended  August  31,  1997 and 1996
respectively.

     Liquidity and Capital Resources

     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.
Historically,  the Company has primarily financed this requirement  through cash
flow from operations, bank borrowings and two public offerings for the Company's
common stock in 1995,  which  resulted in an  aggregate of $41.1  million of net
proceeds to the  Company.  Cash flow from  operations  was $2.9 million and $2.4
million  for the three  months  ended  August  31,  1997 and  August  31,  1996,
respectively.  At August 31,  1997,  the Company  had  working  capital of $55.2
million,  including  $26.7 million of cash and cash  equivalents  and short-term
investments.  The Company  expects its working  capital needs to increase  along
with future revenue growth.




<PAGE>



     At August 31, 1997,  current  assets and current  liabilities  decreased by
$7.2 million and $7.2 million,  respectively,  compared to May 31, 1997. Current
assets decreased  principally as a result of a decrease in accounts  receivable.
During the period ended August 31, 1997, current liabilities decreased primarily
due lower  income  tax and  accounts  payable  and  reduced  levels  of  accrued
expenses.

     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) for this
period were  approximately 106 days. The average days sales outstanding were 111
days, 83 days, and 98 days at May 31, 1997, 1996 and 1995 respectively.

     The  Company's  inventory  increased to $13.7 million as of August 31, 1997
from $12.9  million  as of May 31,  1997 due to lower  than  anticipated  system
sales.

     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, 1997. As of August 31, 1997, the Company had no borrowings under
this line of credit.

     The  Company  made  capital  expenditures  totaling  $1.7  million and $1.5
million  during the three months ended August 31, 1997 and August 31, 1996.  The
increase in expenditures is primarily due to the purchase of computer  equipment
required  for staff  and  product  development  efforts  and also for  continued
facilities expansion.

     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.




<PAGE>



     Recent Financial Accounting Standards Board Statements

     Recent  pronouncements if the Financial Accounting Standards Board ("FASB")
which  are not  required  to be  adopted  at this  date  include,  Statement  of
Financial  Accounting  Standards  No.  131,  "Disclosures  about  Segments of an
Enterprise  and  Related  Information  ("SFAS  131"),   Statement  of  Financial
Accounting  Standards No. 130,  "Reporting  Comprehensive  Income" ("SFAS 130"),
Statement of Financial  Accounting  Standards No 129, "Disclosure of Information
about Capital  Structure"  ("SFAS 129") , and Statement of Financial  Accounting
Standards No. 128,  "Earnings per Share" ("SFAS 128"). SFAS 131 and SFAS 130 are
effective for fiscal years  beginning  after  December 15, 1997 and SFAS 129 and
128 are  effective  for fiscal years ending  December 31, 1997.  The adoption of
these  pronouncements is not expected to have a material impact on the Company's
consolidated financial statements.

     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, 1997 and its Form 10-K for the fiscal year ended May 31, 1997.

     The Company  undertakes  no  obligation  to  publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.

     With particular  regard to the possible  variability of quarterly  results,
fluctuations may occur as a result of factors  including the length of the sales
cycle, the timing of orders from shipments to customers,  delays in developments
and  customer   acceptance  of  custom   software   applications,   new  product
introductions  or  announcements  by the products and the hiring and training of
additional staff as well as general economic conditions.

     Historically,  the size and timing of the Company's sales transactions have
varied substantially from quarter,  with a substantial  percentage of orders and
deliveries  occurring in the final weeks of a quarter,  and the Company  expects
such variations to continue in future periods.  Because a significant portion of
the Company's  overhead is fixed in the  short-term,  the  Company's  results of
operations  may be  materially  adversely  affected if  revenues  fall below the
Company's  expectations.  Generally,  the  Company's  inventory  of computer and
telephony  hardware is determined by the Company's  forecast of sales during the
future periods. If management's forecasts of product sales and product mis prove



<PAGE>



to be inaccurate the Company may not have the necessary inventory available
to deliver  systems in a timely manner which may have a material  adverse effect
on the Company's results of operations during such period.





<PAGE>



                           PART II - OTHER INFORMATION

     Item 1. Legal Proceedings

     In April, 1997, Lucent  Technologies,  Inc. ("Lucent") notified the Company
that certain of the Company's  products  were, in Lucent's  opinion,  infringing
certain Lucent patents.  The Company has reviewed the  information  which Lucent
furnished  concerning these patents, and the Company currently believes that its
products  do not  violate  any  valid  claims  of  the  identified  patents.  In
September,  1997, Lucent advised the Company that in Lucent's opinion additional
Lucent  patents  were being  infringed by the  Company's  products and offered a
license on the identified  patents.  The Company is currently  evaluating  these
additional  patents,  and has not made a  determination  as to the  validity  of
Lucent's assertions.

     If the Company does determine that, for business or legal reasons, it needs
to obtain licenses from Lucent for the use of one or more patents,  there can be
no assurance that the terms of such licenses,  including  payments to Lucent for
products previously sold and for future sales, would not have a material adverse
affected on the Company's financial  condition or results of operations.  In the
event the Company  decides not to seek such  licenses,  or if the Company cannot
reach a  satisfactory  agreement  with  Lucent  as to the  terms  of one or more
licenses,  the Company could become involved in litigation which could be costly
and distracting to its management.  There can be no assurance as to the ultimate
outcome of any  litigation,  or that the costs and  effects  of such  litigation
would not have a material  adverse affect on the Company's  business,  financial
condition or results of operations.

     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

     None




<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:_______________________________
                                          Peter J. Cohen
                                          Chairman of the Board, President
                                          and Chief Executive Officer
                                          (Principal Operating Officer)




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


Dated:                   , 1997