SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                  For the fiscal year ended September 30, 1996

                        Commission file number: 000-21377

                          Rofin-Sinar Technologies Inc.
        ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                               38-3306461
               --------                               ----------
    (State of other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                Identification No.)



        45701 Mast Street, Plymouth, MI                  48170
        -------------------------------                  -----
   (Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code:  (313) 455-5400

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:
                               Title of each class
                               -------------------
                       Common Stock, $.01 par value
          Rights Associated with Common Stock, par value $.01 per Share

Indicate by check mark 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)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

YES  X   NO
    ---     ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. [X]

The  aggregate  market value of the common stock held by  non-affiliates  of the
Registrant  (based  upon the closing  price of the stock on the Nasdaq  National
Market on December 20, 1996) was approximately $143,187,500.

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes ___  No ___

11,510,500  shares of the  Registrant's  common stock, par value $.01 per share,
were outstanding as of December 20, 1996.

                       Documents Incorporated by Reference
                       -----------------------------------

Certain sections of the Company's Proxy Statement to be filed in connection with
the Company's 1997 Annual Meeting of  Stockholders  to be held in March 1997 are
incorporated by reference herein at Part III, Items 10 - 13.


<PAGE>

                        Item 6 - Selected Financial Data

<TABLE>
<CAPTION>

                                                                      Years ended September 30,
                                                      ---------------------------------------------------------
                                                         1993          1994             1995            1996
                                                      ----------    ----------       ----------      ----------
<S>                                                   <C>             <C>            <C>             <C> 
Statement of Income Data:
     Net sales                                          60,034         69,217           92,466         115,903
     Cost of Goods Sold                                 47,745         46,993           57,162          72,096
     Gross Profit                                       12,289         22,224           35,304          43,807
     Selling General, and Administrative Expenses       21,951         17,059           20,673          21,246
     Research and Development Expenses                  10,276          6,834            6,719           9,335
     Income (Loss) from Operations                    (19,938)        (1,669)            7,912          13,226
     Net Interest Expense                                1,654          1,308            1,272           1,010
     Income (Loss) before Income Taxes                (21,386)        (3,116)            6,265          12,244
     Net Tax Expense (Benefit)                         (1,565)        (1,422)            3,052           4,956
     Net Income (Loss)                                (19,821)        (1,694)            3,213           7,288
     Pro forma net income per common share                                                0.37            0.84
     Shares used in computing pro forma net income                                   8,631,578       8,639,498
         per shares


Operating Data:
As percentage of sales:
     Gross profit                                        20.5%          32.1%             38.2%           37.8%
     Selling, general and administrative expenses        36.6%          24.6%             22.4%           18.3%
     Research and development expenses                   17.1%           9.9%              7.3%            8.1%
     Income (loss) from operations                      -33.2%          -2.4%              8.6%           11.4%
     Income (loss) before income taxes                  -35.6%          -4.5%              6.8%           10.6%


Balance Sheet Data:
     Working Capital                                    7,672          4,927            14,530          56,138
     Total Assets                                      84,580         76,667            90,995         133,147
     Line of credit and loans                          22,196         22,380            21,805          24,780
     Stockholders' Equity                              35,837         30,583            39,673          78,000


Other Data:
     Depreciation and Amortization                      2,803          2,527             2,364           2,449
     Backlog                                           12,500         17,000            26,500          35,900
     Sales per employee                                   135            184               227             256

</TABLE>


<PAGE>

                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date:  January 15, 1997          ROFIN-SINAR TECHNOLOGIES INC.

                                      By:      /s/ Gunther Braun
                                         -----------------------------------
                                                   Gunther Braun
                                              Executive Vice President,
                                             Finance and Administration
                                              and Chief Financial Officer