Page numbered in accordance with Rule 0-3(b). Page 1 of 13.


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 FORM 10-KSB/A-2

           [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 1995

                                       OR

          Page numbered in accordance with Rule 0-3(b). Page 1 of 13.
         
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        For the transition period from to

                         Commission File Number 0-10329

                            AW COMPUTER SYSTEMS, INC.
                 (Name of Small Business Issuer in its Charter)

                New Jersey                              22-1991981
     (State or other jurisdiction of        (IRS Employer Identification No.)
       incorporation or organization)

              9000A Commerce Parkway, Mt. Laurel, New Jersey 08054
               (Address of principal executive offices) (Zip Code)

                                  609-234-3939
                 Issuer's telephone number, including area code

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

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

                 Class A Common Shares, par value $.01 per share
                                (Title of 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 twelve  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 ninety days. 
Yes    No X

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  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  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes     No    N/A X

Issuer's revenues for its most recent fiscal year:   $3,424,341

As of October 1, 1996, the aggregate  market value (based on the average closing
bid and asked quotations on the OTC Electronic  Bulletin Board) of the 5,306,633
Class A Common Shares held by non-affiliates of the Company was $9,286,608 and a
total  of  6,602,067  Class A Common  Shares  of the  Company  were  issued  and
outstanding.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 2 of 13.

                                    PART III

Registrant  hereby  adds Items 9 through 13  relating to the Form 10-KSB for the
year ended December 31, 1995 and dated October 1, 1996 on the following pages.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 3 of 13

 Item 9.  Directors,   Executive  Officers,   Promoters,  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act.

          Directors.  
          The  following  table  sets  forth  information  with  respect  to the
          Company's  incumbent  directors  and all persons  nominated  to become
          directors:

<TABLE>
<CAPTION>

          Director                  Age        Current positions with the Company and principal
                                               occupations during past five years
          <S>                       <C>        <C>

          Charles J. McMullin       46         Chairman of the Board of Directors since August 1996,
          (1)(3)                               Chief Operating Officer since April 1995, Executive Vice
                                               President from April 1994 to April 1995,  and Director of
                                               the Company since October 1994.  Vice President of
                                               Somerset Kensington Capital Co., Inc., a private
                                               investment firm, from December 1993 to May 1994.  Vice
                                               Chairman and Chief Executive Officer of Vertex
                                               Electronics, Inc., an electronics assembly and
                                               distribution company, from October 1990 to December 1993.
        
          Charles Welch(1)          57         Chief Executive Officer and President of the Company since
                                               December 1994, President of the Company from May 1986 to
                                               December 1994, and Director since 1973.  Founder of the
                                               Company.

          Frank A. Cappiello        70         Director of the Company since August 1996.  President of
          (2)(3)                               McCullough, Andrews & Cappiello, an investment counseling
                                               firm since prior to 1990.  Founder and Principal of
                                               Closed-End Fund Advisors, Inc., an investment management
                                               firm.  Chairman of a group of no-load mutual funds
                                               including the Cappiello-Rushmore Growth Fund, the
                                               Cappiello-Rushmore Utility Income Fund, the

                                               Cappiello-Rushmore Engineering Growth Fund and the
                                               Cappiello-Rushmore Gold Funds since prior to 1990.
          Patricia Sunseri          57         Director of the Company since August 1996.  Vice President
                                               of Mylan Laboratories, Inc., a NYSE-listed pharmaceutical
                                               company, since prior to 1990.

          Vincent Vidas             65         Director of the Company since August 1996.  President and
                                               Chief Executive Officer of SEMCOR, INC., a private
                                               technologies engineering and management consulting firm,
                                               since prior to 1990.
</TABLE>

          (1)Member  of the  Executive  Committee  of the  Board  of  Directors.
          (2)Member of the  Compensation  Committee  of the Board of  Directors.
          (3)Member of the Audit Committee of the Board of Directors.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 4 of 13.

          Section 16(a) Beneficial Ownership Reporting Compliance
          Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended,
          requires the Company's directors and executive  officers,  and persons
          who own more than ten percent of a registered  class of the  Company's
          equity securities, to file with the Securities and Exchange Commission
          (the "SEC")  initial  reports of  ownership  and reports of changes in
          ownership of Class A Common Shares of the Company. Officers, directors
          and  greater  than  ten  percent  shareholders  are  required  by  SEC
          regulation  to furnish  the Company  with copies of all Section  16(a)
          forms they file. To the Company's knowledge, based solely on review of
          the copies of Forms 3, 4 and 5  furnished  to the  Company and written
          representations  that no other reports were required  during 1995, all
          Section  16(a)  filing   requirements   applicable  to  its  officers,
          directors and greater than ten percent beneficial owners were complied
          with.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 5 of 13.

Item 10.  Executive Compensation

          Summary Compensation
          The following table sets forth a summary of the aggregate compensation
          earned for services  rendered in all  capacities to the Company during
          the years 1993 through  1995 by the Chief  Executive  Officer,  and by
          each of the three other most  highly  compensated  executive  officers
          earning over $100,000 in 1995 (the "Named Officers").

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                            Long-Term Compensation1
                                                                     ---------------------------------------
                                                                              Awards          Payouts
                                                                     ---------------------   ---------
                                                           Other                               Long
                                                           Annual  Restricted                  Term  
       Name and         Fiscal                            Compen-    Stock        Number of  Incentive       All Other
  Principal Position     Year      Salary       Bonus     sation2    Awards       Options     Payouts     Compensation3
<S>                     <C>      <C>          <C>         <C>        <C>           <C>          <C>          <C>
Charles J. McMullin     1995     $140,0005    ---         $ 7,750    ---           25,000       ---          $2,152
Chairman and Chief      1994     $ 93,333     ---         $ 5,167    ---           60,000       ---          $2,692
Operating Officer

Charles Welch           1995     $168,1506    ---         $15,400    ---           10,000       ---          $3,105
President and Chief     1994     $168,150     ---         $18,490    ---           ---          ---          $2,500
Executive Officer       1993     $160,988     $72,693     $21,592    ---           ---          ---          $2,160

P. Michael Lutze        1995     $126,8007    ---         $16,450    ---           12,500       ---
Vice President          1994     $126,800     ---         $12,302    ---           ---          ---          ---
                        1993     $121,265     $10,000     $18,473    ---           ---          ---          ---

Nicholas Ambrus4        1995     $137,924     ---         $13,900    ---           10,000       ---          ---
Former Chairman         1994     $ 98,176     ---         $15,890    ---           ---          ---          ----
                        1993     $161,140     $72,693     $37,225    ---           ---          ---          $4,398

</TABLE>
______________
(1)  During three years,  1993 through  1995, no Named  Officer  received  stock
     appreciation  rights,  restricted stock awards or Long-Term  Incentive Plan
     payouts.
(2)  Other Annual Compensation includes the following:
     For Mr. McMullin:  in 1995, $7,750  automobile  benefit and in 1994, $5,167
       automobile benefit.
     For Mr.  Welch:  in 1995,  $6,150  gain on  exercise  of options and $9,250
       automobile benefit; in 1994, $9,250 automobile benefit and $9,240 Company
       contribution  to his  401(k)  account;  and in 1993,  $12,598  automobile
       benefit and $8,994 Company contribution to his 401(k) account.
     For Mr.  Lutze:  in 1995,  $8,200  gain on  exercise  of options and $8,250
       automobile benefit; in 1994, $8,250 automobile benefit and $4,052 Company
       contribution  to his  401(k)  account;  and in 1993,  $10,102  automobile
       benefit and $8,371 Company contribution to his 401(k) account.
     For Mr.  Ambrus:  in 1995,  $6,150  gain on  exercise of options and $7,750
       automobile benefit; in 1994, $7,750 automobile benefit and $8,140 Company
       contribution  to his  401(k)  account;  and in 1993,  $18,609  of gain on
       exercise  of  options,  $9,622  automobile  benefit,  and $8,994  Company
       contribution to his 401(k) account.
(3)  All Other  Compensation  is comprised of life  insurance  premiums  paid on
     behalf of the respective individuals.
(4)  Mr. Ambrus resigned as Chairman in August 1996.
(5)  Includes $13,125 of deferred salary.
(6)  Includes $15,998 of deferred salary.
(7)  Includes $11,888 of deferred salary.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 6 of 13.


                           STOCK OPTION GRANTS IN 1995
<TABLE>
<CAPTION>
                             Options     Percent of Total
    Name and                 Granted     Options Granted       Exercise        Expiration
Principal Position             (2)         To Employees          Price            Date

<S>                           <C>            <C>                 <C>            <C>
Charles J. McMullin           25,000         9.2%                $1.00          6-27-2000
Chairman and Chief 
Operating Officer

Charles Welch                 10,000         3.7%                $1.00          6-27-2000
President and Chief
Executive Officer

P. Michael Lutze              12,500         4.6%                $1.00          6-27-2000
Vice President

</TABLE>

Exercise of Stock  Options and Aggregate  Outstanding  Stock Options at December
31, 1995 The following  table sets forth  information  concerning  stock options
which were exercised  during 1995 by the Chief  Executive  Officer and the other
Named  Officers and the amounts of their  respective  unexercised  options as of
December 31, 1995.


   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS
<TABLE>
<CAPTION>
                                                                            
                                                                           Number of
                                                                             Shares             Value of
                                                                           Underlying         In-the-Money
                                                                            Options             Options
                             Number of                                    at 12/31/95         at 12/31/95 
    Name and            Shares Acquired on          Value                 Exercisable/        Exercisable/
Principal Position            Exercise             Realized              Unexercisable       Unexercisable
<S>                           <C>                   <C>                    <C>                  <C>
Nicholas Ambrus               15,000                $6,150                 20,000/--            --/--
Former Chairman

P. Michael Lutze              20,000                $8,200                 14,000/--            --/--
Senior Vice President

Charles J. McMullin           --                    --                     20,000/40,000        --/--
Chairman and Chief 
Operating Officer

Charles Welch                 15,000                $6,150                 20,000/--            --/--
President and Chief
Executive Officer

</TABLE>

Compensation  of Directors  During 1995,  two  non-employee  directors,  Messrs.
Hannon and  Schroeter,  received  15,000 shares each as  compensation  for their
services as directors.  Messrs.  Hannon and Schroeter resigned from the Board of
Directors in August 1996.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 7 of 13.


          Bonus Plans
          The Board of Directors  adopted a bonus plan for Mr. Welch under which
          a varying percentage of the Company's net profits in a particular year
          are paid as an annual bonus if certain profit  objectives  established
          by the Board of Directors for that year are  achieved.  Under the plan
          now in effect,  Mr. Welch would  receive 2.5% of the first  $99,999 of
          the Company's annual pre-tax profit, 3.75% of the next $100,000 of the
          Company's annual pre-tax profit and 5% of the Company's annual pre-tax
          profit in excess of  $199,999.  No bonus was paid  under this plan for
          1995.

          On April 25, 1994, the Company and Charles J. McMullin entered into an
          employment  agreement  that provides for a term of employment of three
          years at a salary of  $140,000  and a cash bonus of 1.25% of the first
          $99,999 of the net income of the Company  before charges for officers'
          bonuses and income taxes  ("EBOBAT"),  1.875% of the next  $100,000 of
          EBOBAT  and 2.5% of EBOBAT in  excess of  $200,000.  No bonus was paid
          under this plan for 1995.

          Since the  organization of the Company in 1973, it has been the policy
          of the Company to award an annual bonus to the Company's  officers and
          employees.  The amount of the bonus  awarded to an officer or employee
          in a particular year is discretionary  and has been dependent upon the
          officer's or  employee's  level of  performance  during the year,  his
          length of service with the Company,  and the Company's earnings during
          the  year.  No  discretionary  bonuses  were  paid in 1995.  Under the
          Company's current  discretionary bonus arrangement,  Messrs.  McMullin
          and Welch are not eligible for discretionary  bonuses. The Company may
          award discretionary bonuses for 1996 and subsequent years.

          Employment Agreements
          The Company has entered into an agreement with Mr. McMullin  providing
          for his  employment  in an  executive  capacity  from  April 25,  1994
          through  April 24, 1997 at an annual  minimum base salary of $140,000.
          If the  employment of Mr.  McMullin is terminated by the Company prior
          to the end of his  employment  term  without  cause,  the Company will
          continue to pay Mr.  McMullin  his salary  until the end of such term,
          his death, or his employment with another organization,  at which time
          the Company shall be only obligated to pay Mr. McMullin the difference
          between his compensation from the new employer and his
          current  compensation.  During 1995, Mr. McMullin  deferred receipt of
          $13,125 of salary.

          The Company has entered into an agreement with Mr. Welch providing for
          his  employment in an executive  capacity from October 1, 1995 through
          September 30, 1998, at an annual minimum base salary of $168,150.  The
          agreement  requires that this minimum base salary be adjusted annually
          during the  second  and third  years of the  contract  to reflect  the
          average  percentage salary increase awarded other senior and executive
          employees of the Company during the preceding  twelve  months.  If the
          employment  of Mr. Welch is terminated by the Company prior to the end
          of his employment term without cause, the Company will continue to pay
          Mr. Welch his salary until the end of such term,  or the date on which
          he begins competing with, or begins working for an organization  which
          competes with the Company.  During 1995, Mr. Welch deferred receipt of
          $15,998 of salary.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 8 of 13.

          The Company has entered into an agreement with Mr. Lutze providing for
          his employment in an executive capacity from February 15, 1996 through
          February 14, 1999 at an annual minimum base salary of $126,800. If the
          employment  of Mr. Lutze is terminated by the Company prior to the end
          of his employment term without cause, the Company will continue to pay
          Mr.  Lutze his salary  until the end of such term,  his death,  or his
          employment with another organization,  at which time the Company shall
          be  only  obligated  to pay  Mr.  Lutze  the  difference  between  his
          compensation  from  the new  employer  and his  current  compensation.
          During 1995, Mr. Lutze deferred receipt of $11,888 of salary.

          On March 1, 1993, Mr. Ambrus  entered into a  Supplemental  Employment
          and Retirement  Agreement  with the Company,  providing for his phased
          withdrawal  from active  involvement in daily  management  activities.
          Effective  December  31,  1993,  Mr.  Ambrus  ceased to serve as Chief
          Executive  Officer of the  Company.  Mr.  Nicholas  Ambrus  retired as
          Chairman and as a member of the Board of Directors in August 1996.  In
          July 1996, Mr. Ambrus entered into a seven year  consulting  agreement
          with the Company which  provides for a monthly  retainer of $4,675 and
          the  use of a  Company  automobile  through  December  31,  1998.  The
          agreement also provides that, effective August 1, 2003, and continuing
          until  January 31, 2008,  the Company will pay Mr. Ambrus a retirement
          benefit of $4,675 per month.

<PAGE>
           Page numbered in accordance with Rule 0-3(b). Page 9 of 13.

Item II   Security Ownership of Certain Beneficial Owners and Management.

          The  following  table  sets  forth  the  beneficial  ownership  of the
          Company's  Class A Common Shares by: (i) each director of the Company;
          (ii) each officer named in the Summary  Compensation  Table  elsewhere
          herein; (iii) to the Company's knowledge, each person owning more than
          5% of the  Company's  Class A Common  Shares;  and (iv) the  executive
          officers  and  directors of the Company as a group.  Unless  otherwise
          noted,  each person  listed below is the record owner of, and has sole
          voting and investment power over, the Class A Common Shares which such
          person  beneficially  owns.  For  purposes of this table,  a person or
          group of  persons is deemed to be the  beneficial  owner of any shares
          that such person has the right to acquire within sixty days.
<TABLE>
<CAPTION>

                                                                                            
              Name And Address                                                        Percent of
             Of Beneficial Owner                                                       Class A 
                                                              Number of Class A      Common Shares
                                                                Common Shares        Beneficially
                                                             Beneficially Owned         Owned
              <S>                                               <C>                        <C>
              Charles J. McMullin
              19 Normandie Lane                                   397,000(1)                5.8%
              Raritan, NJ 08869

              Charles Welch
              1904 Woodhollow Drive                               802,360(2)               11.9%
              Marlton, NJ  08053

              P. Michael Lutze
              117 Lamplighter Court                                84,500(3)                1.3%
              Marlton, NJ 08053

              Frank A. Cappiello
              Greenspring Station, Suite 250                       87,500(4)                1.4%
              10751 Falls Road
              Lutherville, MD  21093

              Patricia Sunseri
              1030 Century Building                                87,500(5)                1.4%
              130 Seventh Street
              Pittsburgh, PA  15222

              Vincent G. Vidas
              730 Lippincott Avenue                               372,574(6)                5.6%
              Moorestown, NJ 08057
</TABLE>
                           CONTINUED ON FOLLOWING PAGE
                                    
          Page numbered in accordance with Rule 0-3(b). Page 10 of 13.

              Ownership of Shares (Continued)
<TABLE>
              <S>                                               <C>                       <C>
              Charles Welch
              1904 Woodhollow Drive                               777,360(7)              15.6%
              Marlton, NJ  08053

              Mylan Laboratories, Inc.
              1030 Century Building                             1,250,000                 18.9%
              130 Seventh Street
              Pittsburgh, PA  15222

              Winn-Dixie Stores, Inc.
              5050 Edgewood Court                                 486,773(8)               9.6%
              Jacksonville, FL  32254-3699

              All current executive directors as a group
              (six persons including the above                  1,704,010                 32.2%
              individuals)
</TABLE>


 (1) Includes  261,000 shares which Mr. McMullin has the right to acquire within
     60 days pursuant to options and warrants.
 (2) Includes  121,000 shares which Mr. Welch has the right to acquire within 60
     days pursuant to options and warrants.
(3)  Includes  26,500 shares which Mr. Lutze has the right to acquire  within 60
     days pursuant to options.
(4)  Includes 62,500 shares which Mr.  Cappiello has the right to acquire within
     60 days pursuant to options.
(5)  Includes 62,500 shares which Ms. Sunseri has the right to acquire within 60
     days pursuant to options.
(6)  Includes  62,500 shares which Mr. Vidas has the right to acquire  within 60
     days pursuant to options.
(7)  Includes  76,000 shares which Mr. Ambrus has the right to acquire within 60
     days pursuant to options and warrants,  and 8,000 shares beneficially owned
     pursuant to a letter agreement with Mr. Lutze.
(8)  Includes  236,773  shares which  Winn-Dixie  Stores,  Inc. has the right to
     acquire within 60 days pursuant to warrants.

<PAGE>
          Page numbered in accordance with Rule 0-3(b). Page 11 of 13.

Item 12.  Certain Relationships and Related Transactions.

          On September 20, 1996, the Company  consummated the private  placement
          of 1,678,023  Class A Common  Shares to a limited  number of qualified
          investors, including certain officers and directors of the Company, as
          listed in the table  below.  The  price  per  share was  $1.00,  or an
          aggregate  consideration  of  $1,678,023.  The proceeds of the private
          placement  will  be  used  to  finance  on-going  operations  and  the
          development  of new  products.  The  securities  sold in this  private
          transaction  are not  registered  for public sale under the Securities
          Act of 1933 or any state  securities  law. The purchasers were granted
          certain registration rights commencing on or after September 1, 1997.

<TABLE>
<CAPTION>

Officer/Director                       Title                     Number of
                                                           Class A Common Shares
<S>                             <C>                                <C>
Charles J. McMullin             Chairman of the Board              40,000
Charles Welch                   CEO/President                      25,000
Charles F. Trapp                Vice President                     60,000
P. Michael Lutze                Vice President                     35,000
Patricia Sunseri                Director                           25,000
Frank A. Cappiello              Director                           25,000
</TABLE>

          On  April  27,  1995,  the  Company  sold  394,000  units,  each  unit
          consisting  of one Class A Common  Share and a Warrant to purchase one
          additional  Class A Common Share.  The purchase price of each unit was
          $.55, or an aggregate  consideration of $216,700.  The units were sold
          to seven individuals,  including certain officers and directors of the
          Company,  as listed in the table below.  The warrants are  exercisable
          for five years from the date of issuance at an exercise price of $2.00
          per share. The proceeds were used to finance  on-going  operations and
          the development of new products The units were offered and sold to the
          individuals  in  reliance on an  exemption  for  non-public  offerings
          afforded by the Securities Act of 1933.
<TABLE>
<CAPTION>

    Officer/Director                         Title               Number of Units
<S>                                <C>                                 <C>
Charles J. McMullin                Chief Operating Officer             96,000
Charles Welch                      CEO/President                       46,000
Nicholas Ambrus                    Former Director                     46,000
Richard Schroeter                  Former Director                     55,000

</TABLE>
<PAGE>
          Page numbered in accordance with Rule 0-3(b). Page 12 of 13.

Item 13.  Exhibits and Reports on Form 8-K.
 
          (a)  Exhibits

               None

          (b)  Reports on 8-K.

               On September 30, 1996, the Company filed a current report on Form
               8-K with the Securities and Exchange  Commission.  Disclosure was
               made  on  Item 5 of  said  report  with  respect  to the  private
               placement  of  1,678,023  Class A Common  Shares  effected by the
               Company on September 20, 1996. (See Item 12 above)

<PAGE>
          Page numbered in accordance with Rule 0-3(b). Page 13 of 13.

                                   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.

                                                       AW COMPUTER SYSTEMS, INC.
                                                                    (Registrant)




                                                             By:/s/Charles Welch
                                                                   Charles Welch
                                                                   CEO/President


Dated:   October 4, 1996