U.S. 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 [FEE REQUIRED]

                     For the fiscal year ended May 31, 1996

                                       OR

[ ]      TRANSITION  REPORT  UNDER  SECTION  13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________________         to  __________________


                         Commission File Number 1-13776


                           GREENMAN TECHNOLOGIES,INC.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)


               DELAWARE                                 71-0724248
               --------                                 ----------
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

   7 KIMBALL LANE, BUILDING A, LYNNFIELD, MA                  01940
   -----------------------------------------                  -----
   (Address of principal executive offices)                 (Zip Code)


         Issuer's telephone number, including area code (617) 224-2411

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

                                                     Name of each exchange
Title of each class                                   on which registered
-------------------                                   -------------------

Common Stock, $ .01 par value                        Boston Stock Exchange

Class A Common Stock Purchase Warrants               Boston Stock Exchange


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

Common Stock, $ .01 par value
 (Title of each class)

Class A Common Stock Purchase Warrants
 (Title of each class)






Check  whether  the issuer  (1) has 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 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 ]

The issuer's revenues for the fiscal year ended May 31, 1996 were  $4,338,538
                                                                   ----------

The aggregate market value of the voting stock held by  non-affiliates  computed
by reference to the average bid and asked prices of such stock,  as of September
10, 1996 was $7,817,469.

As of  September  10,  1996,  5,076,083  shares of Common  Stock of issuer  were
outstanding.  The  aggregate  market  value of the  shares of  Common  Stock was
$11,103,932.

Transitional Small Business Disclosure Format (check one)    Yes [  ]     No [X]





                                   


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

STOCK ISSUANCES; STOCK OPTIONS; WARRANTS

         In connection with its  incorporation  in 1992, the Company  authorized
the  issuance at a price of $.01 per share of 338,300  shares of Common Stock to
James F. Barker, the Company's  President,  116,700 shares to Cynthia M. Barker,
Mr.  Barker's adult  daughter and an employee of the Company,  250,000 shares to
Joseph E. Levangie,  the Company's  Chief Financial  Officer,  285,000 shares to
Maurice E. Needham,  the Company's  Chairman and Chief  Executive  Officer,  and
220,000  shares to Dhananjay G. Wadekar,  a principal  stockholder.  The Company
also issued 44,500 shares to one unaffiliated person. (Hereinafter, these shares
are collectively referred to as "Founders' Shares"). Although stock subscription
agreements for the Founders' Shares were executed,  no payment for the Founders'
Shares was received.  In August 1994, the Company's  Board of Directors voted to
forgive the stock subscriptions  receivable in exchange for services rendered by
these persons to the Company  during its start-up  operations.  The Company also
issued 140,000 shares of Common Stock to Budra  Management Corp.  ("Budra"),  at
the time a principal  stockholder of the Company,  in connection  with the loans
made to the Company.

         In October 1993,  various  persons (the  "Westfield  Holders") who were
affiliates of, or associates of affiliates of, Westfield  Financial  Corporation
("Westfield"),  a  registered  broker-dealer,  purchased an aggregate of 774,000
shares of Common Stock for an aggregate purchase price of $200,000,  of which an
aggregate  of  $75,000  was paid in cash on June 29,  1994 and an  aggregate  of
$125,000 was paid in the form of two-year 8%  promissory  notes,  with  interest
commencing seven months after the date of the notes. In addition,  the Westfield
Holders extended a line of credit in the amount of $300,000,  which line was not
drawn upon by the Company. Subsequent thereto, the Company entered into a letter
of intent with Westfield for the  underwritten  initial  public  offering of the
Company's  securities.  In  October  1994,  Westfield  discontinued  its  retail
broker-dealer  activities.  In January 1995, the Company repurchased and retired
an aggregate of 463,167 shares from the Westfield  Holders in consideration  for
an aggregate of $55,884 in cash and release of the Westfield  Holders from their
obligations  under  promissory  notes totaling $87,317 in the aggregate and from
their  obligation  to provide  the line of credit.  In July  1995,  Mr.  Wadekar
purchased 58,333 shares from one of the Westfield  Holders as a condition to the
Company's  listing on the NASDAQ SmallCap Market.  The Westfield Holders are not
officers, directors or affiliates of the Company.

   
         In  July  1994,   the  Company   granted  to  Mr.   Wadekar  five  year
non-qualified  stock options to purchase  125,000 shares of the Company's Common
Stock  exercisable at $.29 per share in consideration  for services  rendered to
the Company, which included advice on business and joint venture startegies,  as
well as advice for integration of the operations of DuraWear and the Company. In
February 1996, Mr. Wadekar exercised these  non-qualified  stock options using a
net exercise feature, in exchange for 117,750 shares of Common Stock.
    

         In April 1995,  the Company  issued  72,000  shares of Common Stock and
60,000 shares of Common Stock to Mr. Levangie and Mr. Needham,  respectively, in
satisfaction  of an  aggregate of $132,000 in accrued  consulting  fees owned to
Messrs.  Levangie and Needham  through May 31, 1995. The Company also granted to
Mr.  Levangie,  non-qualified  options to purchase 2,500 shares of Common Stock.
These  options  are  exercisable  at $1.00  and  expire on April  26,  2005.  In
addition,  the Company issued 21,000 shares of Common Stock to Cynthia M. Barker
in consideration for services rendered valued at $21,000.

         In April  1995,  Mr.  Needham  loaned  the  Company  $75,000  which was
evidenced  by a  promissory  note that bears  interest  at 18% per annum due May
1995. Mr. Needham  subsequently  converted $40,000 in principal of the loan into
40,000 shares of Common Stock and the balance of the loan, together with accrued
interest, was repaid in May 1995.

         On October 10, 1995, the Company acquired all of the outstanding common
stock of DuraWear Corporation, a company owed solely by Mr. Wadekar, a principal
stockholder of the Company. The purchase price consisted of $400,000 in cash and
75,000 shares of the Company's Common Stock, valued in the aggregate at $375,000
or $5.00 per share. In connection with the acquisition, the Company entered into
a three-year non-competition agreement with Mr. Wadekar, under which the Company
issued 70,000  shares of the  Company's  common stock valued in the aggregate at
$350,000 or $5.00 per share.

         The Company also entered into a one-year consulting  agreement with Mr.
Wadekar in  consideration  for which the Company  will pay a total of $20,000 in
monthly installments of $1,667 commencing in November 1995.



LOANS; PERSONAL GUARANTEES

         During the period from  September to December  1992,  Budra  Management
made loans to the Company in the  aggregate  principal  amount of $233,000.  The
original  terms of the loans provided for payment of interest at the rate of 10%
per annum,  the repayment of the loans at the closing of the  Company's  Initial
Public  Offering  ("IPO") and the payment of an additional  $250,000 in cash one
year from the IPO. In March 1995,  the Company and Budra  modified  the terms of
the note to provide for the issuance to Budra of 100,000 shares of Common Stock,
valued in the aggregate at $500,000 (or $5.00 per share),  at the closing of the
IPO in lieu of the $250,000 cash payment. The 100,000 shares of Common Stock are
subject to a lock-up  agreement  limiting  the transfer of the shares to no more
than  15,000  shares per  quarter  commencing  90 days after the IPO. In October
1995,  the Company  repaid the $233,000 notes payable plus interest to Budra and
issued the 100,000 shares of Common Stock.

         Pursuant to the terms of the DuraWear  stock  purchase  agreement,  the
Company succeeded to the obligations of DuraWear relating to the repayment of an
amount  ($132,150 as of May 31,  1996) which is  evidenced by a promissory  note
representing  amounts due for advances to DuraWear by Mr.  Wadekar who is also a
principal  stockholder  of the  Company.  The note is being  repaid  in 36 equal
monthly  installments  of  principal  plus  accrued  interest at prime plus 1.5%
(10.0% at May 31, 1996), adjusted annually.

         Mr.  Wadekar has  guaranteed  payment of DuraWear's  loans from a bank,
which have an outstanding  principal balance of $579,143 at May 31, 1996. One of
the loans, with an outstanding principal balance of $468,412 at May 31, 1996, is
secured by a mortgage  on real  estate  owned by  DuraWear  as well as a lien on
substantially all of DuraWear's assets, bears interest at the rate of prime plus
1% ( 9.25% at May 31,  1996) per annum and is due in July 2000.  The other loan,
with an outstanding principal balance of $110,731 at May 31, 1996, is secured by
a second lien on substantially all of DuraWear's  assets,  bears interest at the
rate of prime plus 1% (9.25% at May 31, 1996) and is due in March 1997.

         As of May 31,  1995,  the  Company  had loaned a total of  $175,000  to
DuraWear.  From June 1, 1995 until the  acquisition  of  DuraWear,  the  Company
loaned DuraWear an additional $57,094.  Upon consummation of the acquisition the
outstanding balance was eliminated in consolidation.

         In  January  1996,  the  Company  made  a  $500,000   advance  under  a
non-interest  bearing loan agreement to a company owned by one of its directors.
On June 26, 1996, this advance was returned to the Company in its entirety.

         During the period of February 1996 to May 1996 the Company  borrowed an
aggregate of $1,500,000 from Palomar Medical Technologies, Inc. ("Palomar"). Two
of the Company's  directors  also hold positions as directors and or officers of
Palomar.  These notes payable bear interest at 10% per annum with  principal and
interest  due in three  $500,000  increments  at the  earlier  of (1) the  tenth
business day following the  consummation by the Company of a minimum  $3,000,000
of additional  financing or (2) on September 30, 1996,  January 1, 1997 and June
1, 1997,  respectively.  In addition,  the Company  agreed to grant  warrants to
purchase  100,000  shares of the Company's  Common Stock at an exercise price of
$3.88 per share and warrants to purchase  100,000 shares of the Company's Common
Stock at an  exercise  price of $4.00  per share  The  Company  has the right to
prepay any and all  installments  without  penalty.  The proceeds of these notes
were used towards the $1,800,000 of cryogenic  equipment deposits required to be
paid by the Company.

         Subsequent to year-end,  the Company  borrowed an  additional  $200,000
from  Palomar to be utilized  for general  working  capital  purposes.  The note
payable bears  interest at 10% per annum with  principal and interest due at the
earlier of (1) the tenth business day following the  consummation by the Company
of a minimum  $3,000,000 of  additional  financing or (2) on January 1, 1997. In
addition, the Company agreed to grant warrants to purchase 100,000 shares of the
Company's Common Stock at an exercise price of $3.88 per share.

         In May 1996, the Company borrowed $325,000 from Maurice E. Needham,  an
officer of the Company.  This unsecured note payable bears interest at a rate of
prime plus 1.5% (9.75 % at May 31, 1996) per annum with  principal  and interest
due the earlier of September  23, 1996 or the tenth  business day  following the
consummation of a minimum  $3,000,000 of additional  financing.  The proceeds of
the note were used towards equipment  deposits,  licensing fees and the issuance
of notes receivable.

         From time to time since its  inception,  the Company  has entered  into
equipment  leases with third parties with respect to certain  equipment  used by
the Company in its  operations.  Mr. Barker has personally  guaranteed the lease
payments on equipment leases totaling approximately $1,200,000.

         All future  transactions,  including loans, between the Company and its
officers,  directors,  principal  stockholders,  and  their  affiliates  will be
approved by a majority of the independent and disinterested outside directors on
the Board of  Directors,  and will be on terms no less  favorable to the Company
than could be obtained from unaffiliated third parties.





                                   SIGNATURES

         Pursuant  to the  requirements  of  the  Securities  Act of  1934 , the
Registrant  certifies  that it has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                          By:  GreenMan Technologies, Inc.


                                               /s/  Robert H. Davis
                                               -----------------------
                                               ROBERT H. DAVIS
                                               CHIEF EXECUTIVE OFFICER 
                                               




         Pursuant  to the  requirements  of the  Securities  Act of  1934 , this
report has been signed by the following  persons on behalf of the  Registrant in
the capacities and on the dates indicated.




<TABLE>
<CAPTION>
              SIGNATURE                                TITLE(S)                              DATE
              ---------                                --------                              ----


<S>                                  <C>                                         <C>
/s/ Maurice E. Needham               Chairman of the Board                       August 6, 1997
----------------------               
MAURICE E. NEEDHAM                 


/s/ Robert H. Davis                  Chief Executive Officer                     August 6, 1997
-------------------                  and Director
ROBERT H. DAVIS


/s/ James F. Barker                  President and Director                      August 6, 1997
-------------------
JAMES F. BARKER


/s/ Joseph E. Levangie               Chief Financial Officer and Director        August 6, 1997
----------------------               (Principal Financial Officer and
JOSEPH E. LEVANGIE                   Principal Accounting Officer)


/s/ Lew F. Boyd                      Director                                    August 6, 1997
----------------
LEW F. BOYD


/s/ Robert D. Maust                  Director                                    August 6, 1997
-------------------
ROBERT D. MAUST


</TABLE>