UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A-2
(Mark One)

     [ X ] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
ACT OF 1934 For the fiscal year ended September 30, 1997

     [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the transition period from_________________to_______________.

                         Commission file number 1-14072

                             PEN INTERCONNECT, INC.
        (Exact name of small business issuer as specified in its charter)

           UTAH                                   87-0430260
 (State or other jurisdiction of       (I.R.S. Employer Identification No)
incorporation or organization    

                 2351 South 2300 West, Salt Lake City, UT 84119
               (Address of Principal Executive Offices) (Zip Code)

                                 (801) 973-6090
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:
                     Common Stock, par value $0.01 per share
                              Common Stock Warrants

           Check  whether the issuer (1) filed all reports  required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 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__

           Check if there is no disclosure  of delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will 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-KSB
or any amendment to this Form 10-KSB. X check

           State issuer's revenues for its most recent fiscal year.  $18,238,460

           As of January 8, 1998,  there were  4,147,863  shares of the Issuer's
common stock,  par value $0.01,  issued and  outstanding.  The aggregate  market
value of the  Issuer's  voting  stock held by  non-affiliated  of the Issuer was
approximately  $8,868,000  computed at the closing  quotation  for the  Issuer's
common stock of $2.91 as of January 8, 1998.

                                        1

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<CAPTION>

This  amendment on the Form  10-KSB/A-2 to the  Company's  annual report for the
fiscal year ended September 30, 1997 is being filed to amend certain sections of
Part III, Item 10 as set forth below.

                                            PART III

ITEM 10.          EXECUTIVE COMPENSATION

                                           OPTION GRANTS IN FISCAL YEAR 1997

                                  Number of Securities    Percent of Total Options
                                   Underlying Options      Granted to Employees in      Exercise
                                        Granted               Fiscal Year 1997         Price per     Expiration Date
             Name                                                                        Share
             ----                   -----------------       ----------------------     ---------    ----------------
<S>                                     <C>                         <C>                  <C>             <C> 
James S. Pendleton                      140,000                     17.0%                $1.70           2007
                                         52,000                     6.3%                 $2.125          2006
                                          8,000                     1.0%                 $1.38           2007

Stephen J. Fryer                         50,000                     6.0%                 $1.70           2007
                                         12,500                     1.5%                 $1.38           2007
                                         60,000                     7.2%                 $2.125          2001

Robert DeForest                           25,000                     3.0%                $1.38           2007
                                          56,000                     6.7%                $2.125          2006

Alan Weaver                               25,000                     3.0%                $2.33           2002

</TABLE>


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                                   SIGNATURES

     In accordance  with Section 13 or 15(d) the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.


                                         PEN INTERCONNECT, INC.

       Date:  July 28, 1998           By:  /s/ James S. Pendleton
                                             -----------------------
                                             James S. Pendleton,
                                             CEO and  Director

     In  accordance  with the Exchange Act, 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: July 28, 1998                 By:  /s/ James S. Pendleton
                                                     -----------------------
                                              James S. Pendleton,
                                              CEO and  Director


       Date:  July 28, 1998                By: /s/ Wayne R. Wright
                                                 --------------------
                                              Wayne R. Wright,
                                              CFO, Principal Accounting
                                              Officer and Director


       Date:  July 28, 1998                By: /s/ James E. Harward
                                                 ---------------------
                                              James E. Harward
                                              Director



       Date:  July 28, 1998                By: /s/ Stephen Fryer
                                                 ------------------
                                              Stephen Fryer,
                                              Vice President, Director



       Date:  July 28, 1998                By: /s/ C. Reed Brown
                                                 ------------------
                                              C. Reed Brown
                                              Director