FORM 10-K/A
                                 Amendment No. 1

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

                    For the fiscal year ended July 31, 1997
                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

       For the transition period from _______________ to _______________

                         Commission File Number 0-21695

                         MANCHESTER EQUIPMENT CO., INC.
             (Exact name of Registrant as specified in its charter)

                New York                                      11-2312854
                ---------                                    ------------
     (State or other jurisdiction of                       (I.R.S. Employer 
       incorporation or organization)                        I. D. Number)

         160 Oser Avenue
       Hauppauge, New York                                     11788
 (Address of principal executive offices)                    (Zip Code)

       Registrant's telephone number, including area code: (516) 435-1199

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

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 par value
                               ------------------

Indicate by check mark  whether the  Registrant  (1) has filed all reports 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 the 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. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of October 21, 1997 was $15,194,231 (3,241,436 shares at a closing
sale price of $4.6875).

As of October 21, 1997, 8,525,000 shares of Common Stock ($.01 par value) of the
Registrant were issued and outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None





<PAGE>




ITEM 11.  Summary Compensation


         The following  table sets forth a summary of the  compensation  paid or
accrued by the Company  during the fiscal  years ended July 31, 1997 and 1996 to
the Company's  Chief Executive  Officer and the other  executive  officers whose
compensation exceeded $100,000:

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                                             Long-Term
                                         Annual Compensation               Compensation
                                                                           Common Stock
Name and                                                   Other Annual     Underlying          All Other
Principal Position     Year      Salary       Bonus       Compensation(6)    Options         Compensation
---------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>         <C>             <C>              <C>                  <C>      
Barry R. Steinberg..... 1997    $550,000          -         $59,252(1)           -                  -
President and CEO       1996    $271,800    $1,816,439      $59,210(1)           -                  -

Joel G. Stemple........ 1997    $450,000          -         $33,050(2)           -                  -
Executive VP and        1996    $251,800    $1,669,193      $29,000(2)           -                  -
Secretary

Joseph Looney.......... 1997    $125,489    $47,500          $7,610          70,000(5)              -
Chief Financial         1996     $31,250    $10,000          $1,275              -                  -
Officer(3)

William F. Scheibel, Jr 1997    $128,956    $22,500           $8,266         70,000(5)              -
Chief Technology        1996     $96,157    $17,500           $4,250             -                  -
Officer(4)

---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes $50,000 of premiums paid by the Company for a whole life insurance
     policy in the name of Mr.  Steinberg  having a face value of $2,600,000 and
     under which his daughters,  on the one hand, and the Company,  on the other
     hand, are  beneficiaries  and share equally in the death  benefits  payable
     under the policy.
(2)  Includes $25,000 of premiums paid by the Company for a whole life insurance
     policy  in the  name  of the  executive  officer  having  a face  value  of
     $1,300,000 and under which his spouse and the Company are beneficiaries and
     are entitled to $600,000 and $700,000,  respectively, of the death benefits
     payable under the policy.
(3)  Began  employment with the Company on May 2, 1996. 
(4)  Began employment with the Company on September 7, 1995.
(5)  See Option  Grant Table below for the exercise  price and vesting  terms of
     Messrs. Looney's and Scheibel's options.
(6)  Includes in fiscal 1997 employer  matching  contributions  to the Company's
     defined contribution plan of $6,252, $6,675, $2,510, and $3,166 for Messrs.
     Steinberg,  Stemple, Looney and Scheibel,  respectively.  Other than as set
     forth above,  no restricted  stock  awards,  stock  appreciation  rights or
     long-term  incentive  plan awards (all as defined in the proxy  regulations
     promulgated  by the Securities  and Exchange  Commission)  were awarded to,
     earned by, or paid to the Named  Executive  Officers during the fiscal year
     ended July 31, 1997.



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<PAGE>

         Barry R.  Steinberg  has agreed with the  Company  that his annual base
salary  for  services  rendered  to the  Company  in his  current  positions  as
President  and Chief  Executive  Officer shall be $550,000 in each of the fiscal
years ending July 31, 1997 and 1998.  Mr.  Steinberg has agreed that he will not
be eligible  to receive any bonus in fiscal 1997 and that any bonus  payable for
fiscal 1998 will require the approval of a majority of the independent directors
of the  Company.  The Company  will  continue to make  available  to him the car
allowance and deferred compensation benefits that he is currently receiving. Mr.
Steinberg  will also be able to  participate  in other benefits that the Company
makes generally available to its employees, such as medical and other insurance,
and Mr.  Steinberg will be able to participate  under the Company's stock option
plan. In the event Mr. Steinberg's  employment with the Company were terminated,
he would not be precluded from competing with the Company.

         The Company has an employment  agreement  with Joel G. Stemple,  Ph.D.,
under which Dr. Stemple receives a base salary of $450,000 in each of the fiscal
years ending July 31, 1997 and 1998. Under the employment agreement, Dr. Stemple
is not eligible to receive any bonus in fiscal 1997 and any bonus payable to Dr.
Stemple  for  fiscal  1998 must be  approved  by a majority  of the  independent
directors of the Company.  Under the employment agreement,  the Company provides
Dr. Stemple with an automobile and certain  deferred  compensation  benefits and
provides Dr.  Stemple with medical and other benefits  generally  offered by the
Company  to its  employees.  Dr.  Stemple  also is able  to  participate  in the
Company's  stock option plan. The  employment  agreement is terminable by either
party on 90 days'  prior  notice.  In the event the  Company so  terminates  Dr.
Stemple's  employment,  or the  Company  elects  not  to  renew  his  employment
agreement,  he is entitled to  severance  equal to 12 months of his then current
base salary.  This  severance  will be payable in accordance  with the Company's
customary  payroll  practices.  Under the employment  agreement,  if Dr. Stemple
terminates his employment,  or the Company  terminates his employment for cause,
Dr. Stemple is prohibited,  for a two-year  period from such  termination,  from
competing with the Company in the eastern half of the United States.

Option Grants in the Last Fiscal Year

         The following table sets forth the  information  with respect to grants
of stock  options to purchase the Company's  common  stock,  par value $0.01 per
share (the "Common Stock"),  pursuant to the Company's Amended and Restated 1996
Incentive and Non-Incentive  Stock Option Plan (the "Plan") granted to the Named
Executive  Officers  during the fiscal  year ended July 31, 1997 and all options
outstanding to the named Executive Officers as of July 31, 1997.
<TABLE>
<CAPTION>

                                Individual Grants
                        Number of      Percent of                                   Potential Realizable
                        Securities     Total Options                                Value at Assumed
                        Underlying     Granted to                                   Annual Rates of Stock
                        Options        Employees in    Exercise      Expiration     Price Appreciation
                        Granted        Fiscal year     Price         Date           For Option Term

         Name                (#)                        ($/sh)                           5%          10%
         ----               ----                       -------                         ----        -----
<S>                        <C>           <C>           <C>           <C>               <C>         <C>

Joseph Looney              50,000(1)     6.3%          $10.00        2/03/2007         $29,000     $343,000
                           20,000(2)     2.5%          $ 5.00        3/26/2007               -      $20,000

William F. Scheibel, Jr.   50,000(1)     6.3%          $10.00        2/03/2007         $29,000     $343,000
                           20,000(2)     2.5%         $  5.00        3/26/2007               -      $20,000
</TABLE>

         No options  outstanding were exercised or exercisable during the fiscal
year  ended July 31,  1997 or as of July 31,  1997.  There were no  in-the-money
exercisable or unexercisable options at July 31, 1997.
--------------
(1)  Exercisable  cumulatively at the rate of 20% per annum commencing  February
     3,  1999.
(2)  Exercisable  cumulatively  at the rate of 25% per annum  commencing  May 5,
     1999.


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<PAGE>




ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth certain  information  as of October 21,
1997 (except as otherwise indicated) with respect to the number of shares of the
Company's  common  stock  beneficially  owned by each person who is known to the
Company  to  beneficially  own more than 5% of the common  stock,  the number of
shares of common stock  beneficially  owned by each  director of the Company and
each executive officer of the Company,  and the number of shares of common stock
beneficially  owned by all executive  officers and directors of the Company as a
group. Except as otherwise indicated,  each such shareholder has sole voting and
investment  power  with  respect  to  the  shares  beneficially  owned  by  such
shareholder.
<TABLE>
<CAPTION>

                                                  Shares            Percent
                                                  Beneficially      of Shares
      Name and Address                            Owned             Outstanding
     <S>                                         <C>                  <C>
  
      Barry R. Steinberg(1)(3)                   4,630,101            54.3%
      Joel G. Stemple(1)                           626,263             7.3
      Joseph Looney(1)                               4,700             *
      William F. Scheibel, Jr.(1)                        -
      Joel Rothlein(2)                              16,500             *
      George Bagetakos(1)(4)                         2,500             *
      Julian Sandler(1)(5)                           3,500             *
      All executive officers and
        directors as a group
        (6 persons)                              5,283,564
</TABLE>

(1)   Address is 160 Oser Avenue, Hauppauge, New York 11788.
(2)   Address is 684  Broadway,  Massapequa,  New York 11758;  consists of 3,300
      shares held by Kressel, Rothlein & Roth, Esqs., in which Mr. Rothlein is a
      partner,  and 13,200  shares held by the  Kressel,  Rothlein & Roth Profit
      Sharing Plan. Mr. Rothlein  disclaims  beneficial  ownership of the Common
      Stock owned by Kressel Rothlein & Roth, Esq.,  except to the extent of his
      equitable  interest  in the firm,  and of the  Common  Stock  owned by the
      Kressel  Rothlein & Roth Profit Sharing Plan,  except to the extent of his
      beneficial interest in such plan.
(3)   Excludes 29,000 shares owned by Ilene Steinberg and 29,000 shares owned by
      Sheryl Steinberg,  daughters of Mr. Steinberg, which shares were purchased
      with the  proceeds of a loan from Mr.  Steinberg.  As reported on Schedule
      13D filed on March 24, 1997, as amended,  Mr. Steinberg,  Ilene Steinberg,
      and Sheryl  Steinberg  each  disclaim  beneficial  ownership of the common
      stock owned by the others.
(4)   Consists of option exercisable on December 4, 1997.
(5)   Includes option to purchase 2,500 shares  exercisable on December 4, 1997.
 * Represents less than one tenth of one percent of outstanding shares.



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<PAGE>

                                    SIGNATURE

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


                                              Manchester Equipment Co., Inc.



Date:         January 8, 1998                 By:    /s/ Barry R. Steinberg
                                                    --------------------------
                                                      Barry R. Steinberg
                                              President, Chief Executive Officer


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