<PAGE>1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                    AMENDMENT

 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                                  
                 For the quarterly period ended January 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) Identification Number)

                                 160 Oser Avenue
                            Hauppauge, New York 11788
              (Address of registrant's principal executive offices)

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


Indicate  by check  mark  whether  the  registration  (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.

                                 [X] Yes [ ] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock, as of the latest practicable date.

         There were 8,525,000 outstanding shares of COMMON STOCK at February 28,
1997.

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Item 6.       Exhibits and Reports

(a)    Exhibits
       --------

       Exhibit No.           Description
       -----------           -----------

       27                    Financial Data Schedule
       (AMENDED)             (AMENDED)

(b)    Reports on Form 8-K
       -------------------

       None


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                         MANCHESTER EQUIPMENT CO., INC.

                                   Signatures

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



                                               MANCHESTER EQUIPMENT CO., INC.
                                               ------------------------------
                                                        (Registrant)


DATE:  March  13, 1997                       /s/ Barry Steinberg
                                             -------------------
                                           Barry Steinberg
                                           President and Chief Executive Officer



DATE:  March 13, 1997                        /s/ Joseph Looney
                                             -----------------------------
                                            Joseph Looney
                                            Chief Financial Officer