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

                       DOCUMENTS INCORPORATED BY REFERENCE
           Definitive  Proxy Statement for the Annual Meeting of Shareholders to
be held March 18, 1998.  Certain  information  therein is incorporated into Part
III hereof.



                                        1




<PAGE>



 This  amendment on the Form  10-KSB/A to the  Company's  annual  report for the
fiscal year ended September 30, 1997 is being filed to include the text to Items
9 through 12 which are set forth below in their entirety.

                                            PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         1    Directors and Executive Officers.

         The Company's  directors and executive  officers,  and their respective
ages and  positions  with the  Company,  are set forth  below in  tabular  form.
Biographical  information  on each  person is set forth  following  the  tabular
information.  There are no family  relationships  between  any of the  Company's
directors or executive  officers.  The Company's board of directors is currently
comprised  of five  members,  each of whom is  elected  for a term of one  year.
Executive  officers  are chosen by and serve at the  discretion  of the Board of
Directors.


<TABLE>
<CAPTION>
              Name                    Age                           Position                            Year Elected
                                                                                                         or Appointed

<S>                                   <C>      <C>                                                      <C> 
James S. Pendleton                    59      Chief Executive Officer; Chairman of the                       1985
                                              Board of Directors; President
Wayne R. Wright                       59      Chief Financial Officer and Vice Chairman                      1985
                                              of the Board of Directors
Stephen J. Fryer                      59      Senior Vice President of Marketing and                         1995
                                              Investor Relations; Director
Robert "Duke" DeForest                64      President of Pen Technology Division                           1991
Alan Weaver                           50      President of InCirT Technology Division                        1996
C. Reed Brown                         51      Vice President of International Sales;                         1989
                                              Director
James E. Harward                      45      Director                                                       1997
</TABLE>

     JAMES S.  PENDLETON has been Chairman of the Board of Directors,  President
and Chief Executive Officer of the Company since 1985. Mr. Pendleton also serves
the Company as Operations  Manager for Product  Design.  From 1974 to 1985,  Mr.
Pendleton was President and Chief Executive Officer of PenTec Enterprises.  From
1972 to 1974,  he served as a Sales  Manager for W. H.  Bintze,  an  electronics
distribution  company. From 1964 to 1972, Mr. Pendleton was an electronics sales
representative for Straube  Associations,  a company  specializing in electronic
components.  Prior to joining Straube  Associates,  Mr.  Pendleton served in the
U.S. Navy as an Aviation and  Electronics  Specialist.  Mr.  Pendleton  attended
Foothill College of Business Administration.

         WAYNE R. WRIGHT has served as Vice  Chairman of the Board of  Directors
and Chief Financial Officer of the Company since 1985. From 1984 to 1985, he was
Vice President and Chief Financial Officer of PenTec  Enterprises.  From 1968 to
1984,  he was  Controller,  Vice  President of Operations  and Division  General
Manager for Beehive  International,  a computer peripheral company. From 1967 to
1968,  Mr.  Wright was the General  Accounting  Manager for Litton Data Systems.
From 1961 to 1968,  he was  employed  by  Beeline/Frontier  Refinery as Division
Office Manager. Mr. Wright received his Bachelor of Science Degree in Accounting
and Finance from the University of Utah.

         STEPHEN J. FRYER has served as a director of the Company since 1995 and
as the Senior Vice President of Marketing and Investor  Relations  since October
1997.  Senior  Vice  President  of Sales and  Marketing  from  October,  1996 to
October,  1997.  From  1989 to  1996,  Mr.  Fryer  was a  principal  in  Ventana
International,  Ltd., an Irvine,  California  based venture  capital and private
investment  banking firm.  Mr. Fryer  graduated  from the University of Southern
California  in 1960 with a Bachelors  Degree in Mechanical  Engineering  and has
spent over  twenty-eight  years in the computer  business in the United  States,
Asia and Europe.

         ROBERT "DUKE"  DEFOREST joined the Company in 1991 as a Vice President.
He currently  serves as President of the Pen  Technology  Division since October
1997 prior to October
1997 he  served as Vice  President  of  Sales.  From 1989 to 1991,  he owned and
managed  Datavault/Rocky  Mtn. Sales, a company specializing in electronic sales
and electronic  televaulting.  From 1987 to 1989, he was employed as Senior Vice
President/Director  for Forval America, Inc., a Japanese marketing company which
specializes  in the  high-speed  modem  business.  From  1981  to  1987,  he was
President,   Chief  Executive  Officer  and  a  Director  of  Digital  Recording
Corporation,  a public  company  which  specializes  in optical  recording.  Mr.
DeForest  has also  served as  Senior  Vice  President  of  Operations  and Vice
President  of Sales and  Marketing  for Beehive  International.  He received his
Bachelor of Science  Degree in  Electrical  Engineering  from the  University of
Wyoming  and a Masters  of Science  Degree in  Electrical  Engineering  from the
University of Utah.

         ALAN WEAVER has served as President of the InCirT  Technology  Division
of the Company  since April 1996.  From  September  1996 to  September  1997 Mr.
Weaver was  President of Pen  Interconnect,  Inc.  From  September of 1993 until
April 1, 1996 Mr. Weaver was the President of the InCirT Technology  Division of
The Cerplex  Group,  Inc.  From 1990 to September  1993, he was the President of
InCirT  Technology  Incorporated.  Prior  to  joining  InCirT,  Mr.  Weaver  was
President of Curtis Electronics from 1982 to 1990, Manager of Strategic Planning
for the  International  Groups Product Division of Digital  Equipment Corp. from
1980 to 1982,  and  Director  of  Operations  for the  Electronics  Division  of
Northern Telecom Inc. from 1977 to 1980.

         C. REED BROWN has served as a director of the Company since 1989. Since
1973,  he has been a  practicing  attorney.  From 1992 to 1996 he served as Vice
President and General Counsel of Exerhealth, Inc.

     JAMES E. HARWARD  received his B.A. from Brigham Young  University  and his
J.D.  from the  University  of  California,  Hastings  School of Law.  He was in
private  practice  for  the  following  six  years.  For  five  years  he was an
Administrative Law Judge for the Utah State Tax Commission after which he became
Director of Legal Affairs for the Utah State Industrial Commission.  For the two
years following that, he was corporate attorney for Sinclair Oil, and since 1997
he has been President of ELM  Management and Leasing.  He has been a director of
the Company since February, 1997.

         1    Significant Employees.

         Significant  employees of the Company,  and their  respective  ages and
positions  with the Company,  are set forth below in tabular form.  Biographical
information on each person is set forth following the tabular information. There
are no family relationships  between any of the Company's directors or executive
officers, or any significant employees.  Significant employees are chosen by and
serve at the  discretion of the executive  officers of the Company and the Board
of Directors.



<TABLE>
<CAPTION>
              Name                    Age                           Position                                Year
                                                                                                          Appointed

<S>                                   <C>     <C>                                                        <C> 
L. Carl Rasmussen                     64      Vice President of Sales and Corporate                          1987
                                              Accounts
Danieli Reni                          47      President of PowerStream Technology                            1997
                                              Division
</TABLE>

         L. CARL  RASMUSSEN has served as Vice  President of Sales and Corporate
Accounts of the Company since 1994,  and previously was Director of Marketing of
the  Company  from 1987.  From 1984 to 1987 he was a  self-employed  electronics
sales  representative.  From 1973 to 1984,  he served as Director of  Marketing,
Sales Manager and in other  managerial  positions for Beehive  International,  a
computer  peripheral  company.  Mr.  Rasmussen  received his Bachelor of Science
Degree from the College of Engineering at Utah State University.

         DANIELI  RENI joined the Company in April of 1997 as  President  of the
PowerStream  Technology  Division  of the  Company.  From  1978  to  1980 he was
self-employed as an electronic consultant engineer.  From 1980 to 1981, he was a
Design  Engineer  for  General  Dynamics  and from 1981 to 1984,  he was  Design
Engineer for Teledyne Systems.  He was Project Engineer from 1984 to 1987 in the
R&D  Department  at Quoltron  Systems and from 1987 to 1991,  he was the Project
Engineer for Power Products for Apple Computer. He became President and Owner of
PowerStream  Technology,  Inc.  in 1991  and  operated  the  company  until  his
employment with the Company in 1997.

     (c)  Compliance with Section 16(a) of the Securities Exchange Act of 1934.

         Section 16(a) of the Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder, require the Company's executive officers and
directors,  and  persons  who  beneficially  own  more  than  ten  percent  of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the  Securities and Exchange  Commission
and the National  Association of Securities Dealers Automated  Quotations System
and to the furnish the Company with copies thereof.

         Based  on its  review  of the  copies  of such  forms  received  by the
Company, or written  representations from certain reporting persons, the Company
believes that during fiscal year 1997,  all persons had complied with the filing
requirements under Section 16(a).

ITEM 10.          EXECUTIVE COMPENSATION

                           Summary Compensation Table

                               Annual Compensation

<TABLE>
<CAPTION>
    Name and Principal
         Position              Fiscal                                                                  Other Annual
                                Year                Salary                     Bonus                   Compensation

<S>                             <C>                <C>                         <C>                         <C>  
James S. Pendleton              1997               $144,236                    $6,000                      $-0-*
                                1996               $133,500                   $45,332                      $-0-*
                                1995               $125,000                   $69,278                      $-0-*

Stephen J. Fryer                1997               $67,053                    $45,177                      $-0-*
                                1996                 N/A                        N/A                         N/A
                                1995                 N/A                        N/A                         N/A

Robert  DeForest                1997               $76,161                    $28,622                      $-0-*
                                1996               $75,935                    $17,148                      $-0-*
                                1995               $60,000                    $30,000                      $-0-*

Alan Weaver                     1997               $116,486                   $15,450                      $-0-*
                                1996               $59,907                    $19,638                      $-0-*
                                1995                 N/A                        N/A                         N/A
</TABLE>


* The tables above do not include certain insurance, the use of a car, and other
personal  benefits,  the total value of which does not exceed  $50,000 or 10% of
such person's salary and bonus.


                                        2


<PAGE>






                      OPTION/SAR GRANTS IN FISCAL YEAR 1997


<TABLE>
<CAPTION>
                                         Number of               Percent of Total
                                         Securities             Options Granted to          Exercise
                                     Underlying Options            Employees in            Price per         Expiration
             Name                         Granted                Fiscal Year 1997            Share              Date
             ----                         -------                ----------------            -----              ----

<S>                                       <C>                           <C>                  <C>                <C> 
James S. Pendleton                        200,000                       20%                  $1.38              2007
Stephen J. Fryer                          142,500                       14%                   1.38              2002
Robert  DeForest                           25,000                       2%                    1.38              2007
Robert DeForest                            56,000                       6%                    1.38              2002
Alan Weaver                               180,000                       18%                   1.38              2002
</TABLE>


                                                       3

<PAGE>





                    AGGREGATED OPTION/SAR EXERCISES IN FISCAL
                   YEAR 1997 AND FISCAL YEAR END OPTION VALUES



<TABLE>
<CAPTION>
                                                                                Number of                 Value of
                                                                               Securities             Unexercised In-
                                                                               Underlying            the-Money Options
                                                                               Unexercised           at Fiscal Year End
                                                                                 Options
                                   Shares                                                              Exercisable /
                                  Acquired                                    Exercisable /             Unexercised
           Name                  on Exercise          Value Realized           Unexercised

<S>                                   <C>             <C>                    <C>                     <C>              
James S. Pendleton                   -0-                   None              200,000/200,000         $149,000/$149,000
Stephen J. Fryer                     -0-                   None               28,500/28,500           $21,233/$21,233
Robert DeForest                      -0-                   None               53,800/53,800           $40,081/$40,081
Alan Weaver                          -0-                   None               36,000/36,000           $26,820/$26,820
</TABLE>



                                        4


<PAGE>



ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

         The  following  table sets forth the number of shares of the  Company's
common stock beneficially owned as of January 8, 1998, (i) by each person who is
known by the Company to own  beneficially  more than 5% of the Company's  common
stock,  (ii)  by  each  director  and  director  nominee,  (iii)  by each of the
Company's named executive officers, and (iv) by all directors, director nominees
an  executive  officers,  as a group,  as reported by each such  person.  Unless
otherwise indicated,  each stockholder's address is c/o the Company, 2351 South,
2300 West, Salt Lake City, Utah, 84119.


<TABLE>
<CAPTION>
               Name and Address of                      Amount and Nature           Percent of Class
                 Beneficial Owner                     of Beneficial Owner
                                                               (1)


Directors and Executive Officers


<S>                                                         <C>                           <C>  
James S. Pendleton (2)(3)                                   1,035,037                     23.8%
Wayne R. Wright (4)                                          464,901                      10.5%
C. Reed Brown (5)                                            60,000                       1.4%
Stephen J. Fryer (6)                                         53,000                       1.3%
Robert  DeForest (7)                                         98,800                       2.4%
Alan Weaver (8)                                              36,000                       0.9%
James E. Harward                                              2,000                       0.0%


Holders of More Than 5%


James S. Pendleton Family Trust                             1,035,037                     23.8%
Virginia C. G. Pendleton Family Trust
(2)(3)

Dogwood Associates, Inc.                                     214,000                      5.1%
5 Dogwood Lane
Lawrence, New York  11559

West End Capital Corp. Pty. Ltd.                             214,000                      5.1%
14 Church Street
Hawthorn, Victoria, Australia 3122


All Officers and Directors as a Group (7                          1,788,080                    37.3%
persons)  (2)(3)(4)(5)(6)(7)(8)(9)
</TABLE>

(1) Except as noted otherwise, all shares are owned beneficially and of record.

(2)  Includes  456,441  shares of Common  Stock  held by the James S.  Pendleton
Family Trust of which Mr. Pendleton is a trustee and beneficiary,  15,144 shares
in Mr.  Pendleton's  account in the Company's  ESOP, and 200,000 shares that are
unissued  but with  respect  to which Mr.  Pendleton  has the  right to  acquire
beneficial ownership through the exercise of stock options within 60 days of the
date of this filing.

(3) Includes 363,452 shares of Common Stock held by the Virginia C. G. Pendleton
Family Trust. Mr. Pendleton has voting control of these shares.

(4) Includes  100,000  shares held by the Wayne R. Wright Family  Trust,  50,000
shares held by the LaRae Wright Family  Trust,  of which Mr. Wright is a trustee
and beneficiary, 7,109 shares in Mr. Wright's account in the Company's ESOP, and
267,000  shares that are unissued  but with respect to which Mr.  Wright has the
right to acquire  beneficial  ownership  through the  exercise of stock  options
within 60 days of the date of this filing.

(5) Includes 60,000 shares that are unissued but with respect to which Mr. Brown
has the right to acquire  beneficial  ownership  through  the  exercise of stock
options within 60 days of the date of this filing.

(6) Includes 28,500 shares that are unissued but with respect to which Mr. Fryer
has the right to acquire  beneficial  ownership  through  the  exercise of stock
options within 60 days of the date of this filing.

(7)  Includes  53,800  shares that are  unissued  but with  respect to which Mr.
DeForest has the right to acquire  beneficial  ownership through the exercise of
stock options within 60 days of the date of this filing.

(8)  Includes  36,000  shares that are  unissued  but with  respect to which Mr.
Weaver has the right to acquire  beneficial  ownership  through the  exercise of
stock options within 60 days of the date of this filing.

(9)  Includes  2,000  shares  that are  unissued  but with  respect to which Mr.
Harward has the right to acquire  beneficial  ownership  through the exercise of
stock options within 60 days of the date of this filing.

         Except as set forth above,  the Company knows of no beneficial owner of
five percent or more of the  Company's  Common  Stock,  and does not know of any
arrangement  which may at a subsequent date result in a change of control of the
Company.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  following  information  summarizes  certain  transactions,  either
engaged  in within  the last two (2) years or  proposed  to be engaged in by the
Company and the individuals described.

         In 1989, the Company loaned Mr. Pendleton $370,335, bearing interest at
10% per annum. The note was satisfied in full as of September 30, 1996. Interest
income received was $5,006 during fiscal year 1996.

         During fiscal year 1995, the Company guaranteed  personal  indebtedness
of Mr. Pendleton in the maximum amount of $180,000.  This  indebtedness was paid
in full during fiscal year 1996, and the guarantee has been released.

         During  fiscal  year  1997,  the  Company  paid to ELM  Management  and
Leasing,  of which Mr.  Harward  is the  president,  approximately  $55,000  for
payrolling and employee benefit services.

                                        5


<PAGE>




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


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


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



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



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

                                                       6