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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
        
                                  FORM 10-K/A-2           
                    Annual Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 for the year ended December 31, 1996

[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934.

Commission File Number 1-2982
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                       ANCOR COMMUNICATIONS, INCORPORATED
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

               Minnesota                                41-1569659
               ---------                                ----------
    (State or other jurisdiction of          (IRS Employer Identification No.)
     incorporation or organization)

6130 Blue Circle Drive  Minnetonka, Minnesota              55343
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  (Address of principal executive offices)              (Zip code)

       Registrant's Telephone number, including area code (612) 932-4000
                                                          --------------


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


        Title of each class            Name of each exchange on which registered
        -------------------            -----------------------------------------
Common Stock, par value $.01 per share          Pacific Stock Exchange

       Securities registered pursuant to Section 12(g) of the Act:  None

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 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]

As of March 11, 1997, the Company had 10,448,653 shares of Common Stock
outstanding.  The aggregate market value of the 9,147,673 shares of Common Stock
held by non-affiliates of the Company was $56,029,497, based on the closing
share price on March 11, 1997 on the Nasdaq SmallCap Market.

Documents incorporated by reference:  Certain responses to Part III are
incorporated herein by reference to information contained in the Company's
definitive proxy statement for its 1997 annual meeting of shareholders to be
filed with the Securities and Exchange Commission on or before April 30, 1997.

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                                  SIGNATURES
    
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       ANCOR COMMUNICATIONS, INCORPORATED
                             
                             
                                       By /s/ Stephen O'Hara
                                          -------------------------------
                                          Stephen O'Hara
                                          President & CEO


Dated: April 3, 1997 
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                         INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Ancor Communications, Incorporated
Minnetonka, Minnesota

We have audited the accompanying balance sheets of Ancor Communications,
Incorporated as of December 31, 1996 and 1995, and the related statements of
operations, shareholders' equity, and cash flows for each of the three years in
the period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ancor Communications,
Incorporated as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting principles.

Our previous report on the financial statements, dated February 21, 1997, except
for Note 2 dated March 13, 1997, included an explanatory paragraph that
expressed substantial doubt about the Company's ability to continue as a going
concern. As explained in Note 2, the Company raised approximately $8,000,000 in
a private placement of Series B, 5 percent Convertible Preferred Stock. Due to
this event, substantial doubt does not remain about the Company's ability to
continue as a going concern. 
        
Minneapolis, Minnesota                          
February 21, 1997, except for Note 2, as       /s/ MCGLADREY & PULLEN, LLP.
  to which the date is March 24, 1997              McGLADREY & PULLEN, LLP.     
     

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