<PAGE>


                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC  20549

                             FORM 10-KSB/A
     (Mark One)

       (x)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                 For the fiscal year ended December 31, 1996

                                   OR

       ( )      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 0-27908

                  SEMICONDUCTOR LASER INTERNATIONAL CORPORATION
                  (Name of small business issuer in its charter)

                   New York                         16-1446679
      (State or other jurisdiction of    (I.R.S. Employer Identification No.)
       incorporation or organization)

           15 Link Drive, Binghamton, NY                   13904
        (Address of principal executive offices)         (Zip Code)

       Issuer's telephone number:  (607) 722-3800

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

            (Title of class)               (Name of each exchange on
                                               which registered)

                  None                               None     

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

                  Common Stock, par value $.01 per share
                            Redeemable Warrants

                              (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 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  ( )  

       Check if there is no disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-B 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 ]

       The issuer's revenues for its most recent fiscal year (year ended 
December 31, 1996) were $.00.

       The aggregate market value on March 31, 1997 of the voting stock 
held by non-affiliates computed by reference to the last sales price on 
that date was approximately $15,118,919.37. As of March 31, 1997, 
3,530,838 shares of Common Stock, par value $.01 per share (the "Common 
Stock") were outstanding.


Transitional Small Business Disclosure Format (check one)YES ( )  NO (X)  



                     DOCUMENTS INCORPORATED BY REFERENCE.
                                    NONE
<PAGE>


                          PART II


Item 5. Market for Common Equity and Related Stockholder Matters

Market Information 

	Since March 19, 1996, shares of the Common Stock have traded on the 
Nasdaq Small Cap Market ("NASDAQ").  The following table sets forth, for 
the periods indicated and as reported by NASDAQ, the high and low last 
sales prices for shares of the Common Stock.

<TABLE>
<CAPTION>

   Quarter Ended                         High              Low
   -------------                         -----            -----
   <S>                                   <C>              <C>
   March 31, 1996                        5 7/8            4 7/8
   June 30, 1996                        11 3/8            4 3/8
   September 30, 1996                    9 1/2            4
   December 31, 1996                    10                6 7/8
</TABLE>

Holders of Common Stock 

	Based upon information supplied to the Company by its transfer agent,
the number of stockholders of record of the Common Stock on March 31, 1997
was approximately 174.  The Company believes that there are in excess of 
300 beneficial owners of the Common Stock whose shares are held in "Street 
Name".

Dividends

	The Company has never paid cash dividends with respect to the Common 
Stock.  The Company intends to retain future earnings, if any, that may be 
generated from the Company's operations to help finance the operations and 
expansion of the Company and accordingly does not plan, for the foreseeable
future, to pay dividends to holders of the Common Stock.  Any decision as 
to the future payment of dividends on the Common Stock will depend on the 
results of operations and financial position of the Company and such other 
factors as the Company's Board of Directors (the "Board"), in its discretion,
deems relevant. In addition, arrangements with present or future lenders 
may prohibit the payment of dividends.

	The Company has sold the following unregistered securities during 
the past three years (all share numbers set forth below have been updated 
to reflect stock splits):

<TABLE>
<CAPTION>
				
                                              Total            Total Cash                 Other 
Date of  Sale     Securities Sold         Offering Price    Consideration Paid       Consideration             Purchasers
-------------     ---------------         --------------    ------------------       -------------             ----------
<S>               <C>                     <C>               <C>                    <C>                  <C> 

January 1994      12,314 shares of            $25,000            $25,000                                Consultant to the Company
                  Common Stock
March   1994      104,128 shares of          $396,392           $396,392                                Investors known to
                  Common Stock                                                                          management
December 1994-    105,946 shares of          $215,105           $215,105                                Existing shareholders
April 1995        Common Stock; 105,946                                                                 and investors
                  warrants to purchase                                                                  known to management
                  Common Stock at $2.54
                  per share
March-April 1995  9,850 shares of Common      $20,000            $20,000                                Company founders
                  Stock; 9,850 warrants to                                                                                   
                  purchase Common Stock
                  at $2.54 per share
June-July 1995    354,632 shares of          $900,000           $900,000                                Accredited Investor  
                  Common Stock                                                                          known to the Company's
                                                                                                        management
June 1995         39,405 shares of Common    $100,000           $100,000                                Accredited Investor  
                  Stock                                                                                 known to the Company's
                                                                                                        management
November 1995     45,390 shares of Common    $115,291           $115,291(1)                             Previous associate of 
                  Stock                                                                                 the Company
December 1995     2,877 shares of Common       $7,300                              $7,300 in services   Consultant to the Company   
                  Stock                                                            performed for the 
                                                                                   Company
December 1995     35,463 shares of Common     $90,000                              $90,000 in services  Consultant to the Company
                  Stock                                                            performed for the 
                                                                                   Company 
January 1996      150,000 Bridge Shares      $750,000           $750,000                                Accredited Investors 
                  and Bridge Notes in the                                                                            
                  aggregate amount of 
                  $750,000(2)
September 1996    2,731 shares of Common      $22,188                              $22,188 for rights   Licensor of the Company 
                  Stock                                                            to a technology          
November 1996     120,000 shares           $1,050,000                              $1,050,000 in        Consultant to the Company 
                  Common Stock                                                     services performed
                                                                                   for the Company 
January 1997      58,334 warrants to         $167,710                              $167,710 in lease    Lessor of equipment to 
                  purchase Common Stock                                            related fees         the Company
                  at $5.00 per share

</TABLE>
__________________

(1) Represents amount allocated to settlement of a potential dispute 
with a prior associate of the Company. An equal number of shares were 
contributed by the two founders of the Company to the Company immediately
prior to such issuance. 
(2) Subsequently included in the Company's Registration Statement on 
Form S-1 (the "Registration Statement"), declared effective on March 19,
1996 (the "Effective Date").

<PAGE>

					PART III

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

Directors and Executive Officers 
	The Company's directors and executive officers are as follows: 

<TABLE>
<CAPTION>
		
                       Name                     Age           Position with the Company
---------------------------------------------   ---   -------------------------------------------
<S>                                              <C>  <C>                      
Dr. Geoffrey T. Burnham ......................   49   Chairman, President, Chief Executive Officer
Susan M. Burnham .............................   41   Vice President, Treasurer and Director 
Nicholas L. Prioletti, Jr. ..................    48   Chief Financial Officer  
George Barrett ..............................    63   Director 
David L. Koffman ............................    37   Director 
Dr. Brian Thompson ..........................    64   Director 
Theodore W. Konopelski (1) ..................    40   Director

</TABLE>

      Dr. Geoffrey T. Burnham, a founder of the Company, has also served 
as its Chairman, President, and Chief Executive Officer, since its 
incorporation in September 1993, and devoted his full-time efforts to
the establishment of the Company commencing in May 1993.  From April 1990
through July 1990, Dr. Burnham served as a consultant to, and from July 
1990 until May 1993, he was employed by, Northeast Semiconductor, Inc. 
("NSI"), and served as its President and as a director from October
1991 through May 1993.  Dr. Burnham resigned from NSI upon its acquisition
in a hostile take-over. Approximately five months after his resignation, 
NSI filed for Chapter 7 bankruptcy protection.  Prior to April 1990, 
Dr. Burnham had over 16 years of experience in the laser field, including
10 years in the semiconductor laser field, holding management positions 
with Hercules Aerospace Corporation (1987 to 1989), General Optronics 
Corporation, a company involved in manufacturing laser equipment for 
telecommunications applications (1984 to 1986) and General Electric Co.
("General Electric") (1975 to 1984).  Dr. Burnham founded and directed 
General Electric's Laser Business Venture for five years. In addition, he 
was corporate liaison between General Electric and the University of 
Rochester on General Electric's Consortium on Inertial Confinement Fusion.
Dr. Burnham also served as General Electric's Corporate technical Recruiter
at the University of Rochester as well as Chairman of the United States 
government's laser section of the Military Critical Technologies List.  
Dr. Burnham is married to Susan Burnham. 

     Susan M. Burnham has been Vice President, Treasurer and a director of 
the Company since its incorporation in September 1993.  From May 1993 to 
September 1993, Ms. Burnham assisted Dr. Burnham in the establishment of 
the Company and, from February 1992 through April 1993, Ms. Burnham was 
not employed.  From August 1986 through January 1992, she served as a 
national account executive in marketing and sales for MLI Industries Inc., 
a company involved in turn-key subcontract manufacturing of electronic 
components, electro-mechanical assemblies, and copy machine refurbishment 
and manufacturing, and was responsible for handling all major company
accounts, as well as all new accounts.  She established a customer base 
that included several divisions of General Electric, IBM and Eastman Kodak 
Company, initiating partnership agreements for all major customers.  
Ms. Burnham was employed by General Electric from December 1977 through
July 1984 during which time she held administrative positions in various 
laser and electronic programs with a particular emphasis on the monitoring 
of operating budgets.  Ms. Burnham is married to Dr. Burnham.
_________________

(1) Theodore W. Konopelski was terminated as an officer and employee of the
Company for cause on August 4, 1996.  The Company continues to treat Mr.
Konopelski as a director although Mr. Konopelski alleges that he was removed
as a director.  The Company does not intend to propose Mr. Konopelski as a 
nominee for election as a director at its next annual meeting.  (See 
"Legal Proceedings" in the Form 10-KSB for the year ended December 31, 1996).

<PAGE>

     Nicholas L. Prioletti, Jr. has been the Chief Financial Officer of 
the Company since December 1996.  From January 1996 until December 1996, 
Mr. Prioletti was a self employed financial consultant.  From June 1995 
until December 1995, Mr Prioletti served as Vice President, Finance of 
Wilson Power & Gas Smart, Inc., a power marketer/broker, and was responsible
for all financial aspects of the company. Prior to that, from August 1980 
until January 1995, he served as Vice President, Financial Planning of 
Niagara Mohawk Power Corporation, a public utility, and was responsible 
for financial planning, forecasting and regulatory matters.

     George W. Barrett was elected as a director of the Company in December
1993.  Mr. Barrett has been Operations Manager of Universal Telephone & 
Telegraph, a long distance telephone company, since June 1996.  Prior to 
that, from October 1995 through February 1996,  Mr. Barrett was an 
independent consultant, providing general business management services.  
From October 1989 through September 1995, he was President and General 
Manager of Engineered Systems Division (Datron Inc.), a publicly owned 
company engaged in the manufacture of aircraft arresting systems.  
Mr. Barrett was president of Auxilec, Inc., a subsidiary of a publicly 
owned company engaged in the manufacture of aircraft generation systems, 
from January 1988 to May 1989, Division President of Simmonds Precision 
Engine Systems, a publicly held company engaged in the manufacture of 
aircraft ignition systems, from January 1986 to August 1987 and Vice 
President of Lucas Aerospace Inc., a publicly owned company engaged in 
the manufacture of engine control systems, from October 1971 to December 
1985.

     David L. Koffman was elected as a director of the Company in November 
1995.  Mr. Koffman has been a private investor since 1981.  He currently 
serves as President, Chief Executive Officer and a director of Jayark 
Corporation, a publicly owned company which is an importer of household 
and seasonal merchandise. 

     Dr. Brian Thompson was elected as a director of the Company in 
December 1993.  He is Provost Emeritus, Professor Emeritus of Optics and 
Distinguished University Professor of the University of Rochester. From 
July 1984 to July 1994, he was Provost of the University of Rochester.  
He is the author of more than 150 scientific and technical papers, has won 
numerous awards for his contributions to optics and is serving or has 
served on the editorial boards of many international journals. Dr. Thompson 
is a member of the Board of Directors of Welch Allyn, Inc., a company 
involved in manufacturing medical instrumentation,  Holotek, Ltd., 
a publicly held corporation involved in producing scanning and imaging 
equipment, and  Boydell & Brewer, a publications company, and is also a 
member of the Link Foundation's Board of Trustees. 

     Theodore W. Konopelski, a founder of the Company, was Vice President 
and Secretary of the Company from its incorporation in September 1993 until
August 1996, when he was terminated for cause, and has been a director of
the Company since its incorporation in September 1993, prior to which time
he assisted Dr. Burnham in the establishment of the Company.  From April 1987
to May 1993, he was employed as director of military laser programs for
McDonnell Douglas Corporation ("McDonnell Douglas"), where he managed the
development of new military and space applications for McDonnell Douglas'
semiconductor laser diode technology, including the first semiconductor diode
laser-pumped lasers to be qualified for space flight.  Prior to April 1987,
Mr. Konopelski was employed by General Electric for more than 10 years in
various positions, including in the field of lasers and electro-optics. 

     All directors hold office until the next annual meeting of shareholders
and until their successors have been elected and duly qualified. 

     The Company has agreed, for a period of five years following the 
Effective Date, if so requested by Whale Securities Co., L.P., the 
Underwriter (the "Underwriter") of the Company's initial public offering
(the "Public Offering"), to nominate and use its best efforts to elect 
a designee of the Underwriter to the Board or, at the Underwriter's option, 
as a nonvoting advisor to the Board.  The Underwriter has not yet exercised 
its right to designate such person.

Board Committees

     The company has a Compensation Committee.

Compensation Committee 

     The function of the Compensation Committee is to make recommendations 
to the Board with respect to compensation of executive officers.  In 
addition, the Compensation Committee administers the Company's 1995 Stock 
Option Plan (the "Option Plan"), determining the persons to whom options 
should be granted and the number of options to be granted to such persons.  
The Compensation Committee also administers plans and programs relating to 
the employee benefits, incentives and compensation.  Messrs. Barrett, 
Thompson and Koffman are the current members of the Compensation Committee.

<PAGE>

 

Indemnification and Exculpation of Directors and Officers

     Pursuant to Section 722 of the New York General Corporation Law, the 
Company's By-laws provide that the Company shall, to the fullest extent 
permitted by law, indemnify all directors, officers, incorporators, 
employees and agents of the Company against liability for certain of their 
acts.  The Company's Certificate of Incorporation provides that, with 
certain exceptions, no director of the Company will be liable to the 
Company for monetary damages as a result of certain breaches of fiduciary 
duties as a director.  Exceptions to this include a breach of the 
director's duty of loyalty, acts or omission not in good faith or which 
involve intentional misconduct or knowing violation of law, improper 
declaration of dividends and transactions from which the director derived 
an improper personal benefit. 

Section 16(a) Beneficial Ownership Reporting Compliance 

     To the Company's knowledge, based solely on review of the copies of 
such reports furnished to the Company and information furnished by the 
reporting person, during the fiscal year ended December 31, 1996 all 
Section 16(a) filing requirements applicable to the Company's officers, 
directors and greater than 10% benefical owners were complied with. 

Item 10. Executive Compensation 

Summary Compensation Table 

     The following table sets forth the cash and other compensation paid 
by the Company to Dr. Geoffrey T. Burnham, its President and Chief Executive
Officer, during the fiscal years ended December 31, 1996, 1995 and 1994.  No
other executive officer of the Company received aggregate compensation and 
bonuses which exceeded $100,000 during such years. 

				SUMMARY COMPENSATION TABLE 

<TABLE>
<CAPTION>
                                                                                  Long Term
                                                                                Compensation
                                             Annual Compensation                    Award
                              ----------------------------------------------   -----------------
                               Year Ended                                         Securities
Name and Principal Position   December 31,        Salary ($)       Bonus ($)   Underlying Option
---------------------------   ------------        ----------       ---------   -----------------
<S>                              <C>              <C>              <C>            <C>
Dr. Geoffrey T. Burnham,         1996             $116,969            -              -
 Chairman, President and         1995             $ 71,269         $30,000        39,404(1)(2)
 Chief Executive Officer         1994             $ 71,637            -              -

</TABLE>
_____________

(1)  Represents options to purchase 39,404 shares of Common Stock at an 
     exercise price of $2.54 per share, which were initially granted to 
     Dr. Burnham in June 1995.  These options were subsequently canceled 
     when new options to purchase 39,404 shares of Common Stock at an 
     exercise price of $.05 per share were granted to Dr. Burnham in 
     November 1995.
(2)  Does not include warrants (the "Private Warrants") issued during the 
     period from December 1994 through April 1995 to investors in the 
     Company's December 1994 private placement (the "December 1994 
     Placement") to purchase 4,925 shares of Common Stock purchased by 
     Dr. Burnham.
<PAGE>

     The following table sets forth all grants of options to purchase 
Common Stock to Dr. Burnham for the fiscal year ended December 31, 1996.

				OPTION GRANTS DURING LAST FISCAL YEAR 

<TABLE>
<CAPTION>
                                                Individual Grants
                            -----------------------------------------------------------------------
                              Number of        Percent of  Total
                              Securities        Options Granted     Exercise or 
                              Underlying        to Employees in     Base Price 
          Name              Options Granted       Fiscal Year        ($/Share)      Expiration Date
-------------------------   ---------------    -----------------    -----------     ---------------
<S>                         <C>                <C>                  <C>             <C>
Dr. Geoffrey T. Burnham          -                     -                 -                 -

</TABLE>

     The following table sets forth information concerning outstanding 
options to purchase Common Stock held by Dr. Burnham as of the year ended 
December 31, 1996.  Dr. Burnham did not exercise any options in fiscal 1996.

				OPTION EXERCISES DURING 1996 FISCAL YEAR 
				    AND FISCAL YEAR-END OPTION VALUES		
 
<TABLE>
<CAPTION>

                                                          Number of Securities underlying      Value of Unexercised "In-the-
                                                           Unexercised Options at Fiscal       Money" Options at Fiscal Year-
                                                                   Year-End                                 End (1)
                                                          -------------------------------      ------------------------------
                           Shares Acquired        Value
                             on Exercise        Realized   Exercisable     Unexercisable       Exercisable     Unexercisable
                            ---------------     --------  --------------  ---------------      -------------   --------------
<S>                         <C>                 <C>            <C>              <C>             <C>                 <C>          
Dr. Geoffrey T. Burnham           -                 -          39,404           0               $293,559.80         $0       

</TABLE>
_______________

(1)  Based upon an estimated fair market value of $7.50 per share of Common 
     Stock as of December 31, 1996 less the $.05 exercise price of such 
     options.

Compensation of Directors 

     Other than compensation otherwise payable under employment agreements 
with Dr. Burnham and Ms. Burnham, directors receive no cash compensation
for serving on the Board (other than reimbursement of reasonable expenses 
incurred in attending meetings). The Company pays its nonemployee directors
reasonable out-of-pocket expenses for each committee meeting attended.  In
addition, all nonemployee directors receive, pursuant to the Option Plan,
annual grants of options to purchase 2,500 shares of Common Stock for the
following year's service.  Newly elected nonemployee directors receive a pro
rata portion of such share grant based on the period remaining until the next
date of grant following their date of election.  Messrs. Barrett and Thompson
each received options to purchase 9,851 shares of Common Stock at $.05 per
share in November 1995 in recognition of prior services to the Company.
Also, in November 1995  Messrs.  Barrett, Koffman and Thompson each received
options to purchase 2,500 shares of Common Stock under the Option Plan
exercisable at $5.00 per share. 

1995 Stock Option Plan 

     In October 1995, the Board and shareholders of the Company adopted 
the Option Plan.  The Option Plan intended to recognize the contributions 
made to the Company by key employees, officers and directors of the Company,
to provide such persons with additional incentive to devote themselves to 
the future success of the Company, and to improve the ability of the 
Company to attract, retain, and motivate individuals upon whom the Company's 
sustained growth and financial success depend, by providing such persons 
with an opportunity to acquire or increase their proprietary interest in 
the Company through receipt of rights to acquire Common Stock. 

     The Company has reserved 250,000 shares of Common Stock for issuance 
upon the exercise of options available for future grant under the Option 
Plan designated as either (i) incentive stock options ("ISOs") under the 
Internal Revenue Code of 1986, as amended (the "Code"), or (ii) non-
qualified stock options ("NQSOs").  ISOs may be granted under the Option 
Plan to employees (including directors) and officers of the Company.  NQSOs 
may be granted to non-employee directors, employees and officers of the 
Company.  In certain circumstances, the exercise of options granted under 
the Option Plan may have an adverse effect on the market price of the 
Common Stock.

     The Option Plan is administered by the Compensation Committee (the 
"Committee"), composed of two or more persons appointed by the Board who 
are "disinterested persons" as defined under Rule 16b-3 under the Exchange 
Act or "outside directors" as defined under Section 162(m) of the Code.  
The Committee shall grant options in its discretion and may consider the 
nature of the optionee's services and responsibilities, the optionee's 
present and potential contribution to the Company's success and such other 
factors as it may deem relevant.  ISOs granted under the Option Plan may 
not be granted at a price less than the fair market value of the Common 
Stock on the date of grant (or 110% of fair market value in the case of 
persons holding 10% or more of the voting stock of the Company).  The 
aggregate fair market value of shares for which ISOs granted to any 
employee are exercisable for the first time by such employee during any 
calendar year (under all stock option plans of the Company and any related 
corporation) may not exceed $100,000. Options granted under the Option Plan 
will expire not more than ten years from the date of grant (five years in 
the case of ISOs granted to persons holding 10% or more of the voting stock 
of the Company).  Options granted under the Option Plan are not 
transferable during an optionee's lifetime but are transferable at death 
by will or by the laws of descent and distribution.

     The Option Plan also contains certain change in control provisions 
which could cause options and other awards to become immediately 
exercisable, and restrictions and deferral limitations applicable to 
other awards to lapse, in the event any "person", as such term is used 
in Sections 13(d) and 14(d) of the Exchange Act, including a "group" as 
defined in Section 13(d), but excluding certain shareholders of the 
Company, acquires beneficial ownership of more than 50.1% of the 
Company's outstanding shares of Common Stock.

<PAGE>

     In November 1995, the Company granted options under the Option Plan 
exercisable for the purchase of an aggregate of 11,000 shares of Common 
Stock, including options to purchase 2,500, 2,500, and 2,500 shares 
granted to Messrs. Barrett, Koffman and Thompson, respectively.  All of 
these options are exercisable at a price of $5.00 per share and are 
immediately exercisable.  During 1996, the Company granted options under 
the Option Plan exercisable for the purchase of an aggregate of 93,000 
shares of Common Stock, including options to purchase 30,000 and 6,000 
shares granted to Ms. Burnham and Mr. Prioletti, respectively.  
Ms. Burnham's options are exercisable at a price of $5.25 per share 
and are immediately exercisable.  Mr. Prioletti's options are exercisable 
at a price of $7.50 per share and vest as follows:  Options to purchase 
2,000 shares of Common Stock first become exercisable in December 1997, 
options to purchase an additional 2,000 shares of Common Stock first 
become exercisable in December 1998 and options to purchase an additional
2,000 shares of Common Stock first become exercisable in December 1999.

Non-Plan Options

     The Company has issued options to purchase up to an aggregate of 
90,630 shares of Common Stock (the "Non-Plan Options") outside of the 
Option Plan to certain executive officers, non-employee directors and 
consultants.  The Non-Plan Options are immediately exercisable at prices 
ranging from $.05 to $.25  per shares of Common Stock.  Of the Non-Plan 
Options, options to purchase 39,404, 29,553, 9,851 and 9,851 shares of
Common Stock were granted to Dr. Burnham and Messrs. Konopelski, Barrett
and Thompson, respectively.

Employment Agreements

     The Company entered into an employment agreement with each of 
Dr. Geoffrey T. Burnham, Theodore W. Konopelski and Susan M. Burnham in 
October 1995.  Mr. Konopelski's employment with the Company was terminated 
for cause in August 1996.  Each of Dr. Burnham's and Ms. Burnham's 
employment agreements provides for an initial three-year term, commencing 
on October 1, 1995, and each requires full-time service to the Company.  
Dr. Burnham's agreement provides for a base salary $110,000 per annum, 
and Ms. Burnham's agreement provides for a base salary $75,000 per annum.  
Each of the agreements provides for continuing automatic one-year 
extensions to maintain its three-year term, until the agreement is 
terminated by either party.  Certain fringe benefits are also provided, 
including split dollar life insurance and certain expense allowances.  
Dr. Burnham and Ms. Burnham also may be granted annual increase of 10% 
per annum at the discretion of the Board and bonuses based upon meeting 
defined goals established by the Board.  All such bonuses and other 
increases must also be approved by the Underwriter for a period of three 
years following the Effective Date, or sooner in the event that the Company 
achieves annual profitability prior to the end of the period.  These 
agreements also provide that the Company will continue to pay the base 
salary to the employee or the employee's legal representative in the event 
of the employee's termination due to disability or death, for a period 
commencing at the time of such termination and ending at the end of the 
employment term.  The agreements contain provisions prohibiting the 
employee from competing with the Company during the term of employment
and for a period of two years thereafter.  Dr. Burnham's agreement provides 
that he will serve as Chairman of the Board, and Ms. Burnham's agreement 
provides that she will serve as a director on the Board.  The Company also 
entered into a consulting agreement with George W. Barrett in November
1995, pursuant to which Mr. Barrett agreed to provide consulting services 
to the Company relating to the establishment of the Company's manufacturing 
facility, as requested by the Company, for a consulting fee equal to 
$400.00 per day.  Such fees totaled $14,400 in 1996.

<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of March 31, 1997 based 
on information obtained from the persons named below, relating to the 
beneficial ownership of shares of Common Stock by (i) each beneficial 
owner of more than 5% of the outstanding Common Stock, (ii) each director,
(iii) each named executive officer and (iv) all current executive officers 
and directors of the Company as a group.

<TABLE>
<CAPTION>

                                              Amount and Nature             Percentage of 
                                                of Beneficial             Outstanding Shares
Name and Address of Beneficial Owner (1)        Ownership (2)                Owned (2) 
----------------------------------------      ------------------         -------------------
<S>                                               <C>                           <C>                      
Geoffrey T. Burnham.....................          430,894(3)                    11.95%

Susan M. Burnham........................          430,894(4)                    11.95%

Thomas J. Marquez.......................          354,632(5)                    10.04%
5526 Deloache 
Dallas, Texas  75220

Theodore W. Konopelski..................          357,156(6)                    10.02%

Ann Konopelski..........................          357,156(7)                    10.02%

David L. Koffman........................           36,148(8)                     1.02%
300 Plaza Drive
Vestal, NY  13850

Brian J. Thompson.......................           12,351(9)                       *
692 Mount Hope Avenue
Rochester, NY  14620

George Barrett..........................           13,331(10)                      *
119 High Crest Drive 
West Milford, NJ  07840

All Directors and executive officers as 
     a group (7 persons)................          849,875(11)                   23.14%

</TABLE>

_________________

* Less than 1%
(1)   Unless otherwise indicated, the address of each beneficial owner 
      identified is 15 Link Drive, Binghamton, NY  13904.
(2)   Unless otherwise indicated, the Company believes that all persons 
      named in the table have sole voting and investment power with 
      respect to all shares of Common Stock beneficially owned by them.  
      A person is deemed to be the beneficial owner of securities that 
      can be acquired by such person within 60 days from March 31, 1997 
      upon the exercise of options, warrants or convertible securities.  
      Each beneficial owner's percentage ownership is determined by 
      assuming that options, warrants or convertible securities that are 
      held by such person (but not those held by any other person) and 
      which are exercisable within 60 days of March 31, 1997 have been 
      exercised or converted. Assumes a base of 3,530,838 shares of Common 
      Stock outstanding, before any consideration is given to outstanding 
      options or warrants. 
(3)   Includes 23,823 shares held in trust by Dr. Burnham as trustee, as 
      to which Dr. Burnham disclaims any beneficial interest; 4,925 shares, 
      and 4,925 shares issuable upon exercise of Private Warrants, held in 
      an IRA trust for the benefit of Dr. Burnham; Non-Plan Options to 
      purchase 39,404 shares; and 165,405 shares owned by Susan Burnham, 
      the wife Dr. Burnham, and 30,000 shares issuable upon the exercise 
      of Option Plan options granted to Ms. Burnham, as to which Dr. 
      Burnham disclaims any beneficial interest.
(4)   Includes 162,412 shares owned by Dr. Burnham; 23,823 shares held in 
      trust by Dr. Burnham as trustee; 4,925 shares, and 4,925 shares 
      issuable upon exercise of Private Warrants, held in an IRA trust for 
      the benefit of Dr. Burnham; and 39,404 shares issuable upon exercise 
      of Non-Plan options held by Dr. Burnham, as to all of which Susan 
      Burnham disclaims any beneficial interest; and 30,000 shares issuable 
      upon the exercise of Option Plan options granted to Ms. Burnham.
(5)   Includes 39,404 shares held in trust by an independent trustee for 
      the daughter of Mr. Marquez, Meredith Marquez, 39,404 shares held 
      in trust for the benefit of the family of Mr. Marquez, by Mr. Marquez 
      and an independent trustee, and 39,404 shares owned by Stephanie 
      Marquez, his daughter.  Mr. Marquez disclaims any beneficial interest 
      as to each of said holdings. 
(6)   Includes 168,253 shares owned by Ann Konopelski, the wife of Mr. 
      Konopelski, and 3,942 shares held in trust by Ann Konopelski, as 
      trustee for the benefit of the children of Theodore and Ann 
      Konopelski, as to all of which Mr. Konopelski disclaims any 
      beneficial interest; 4,925 shares, and 4,925 shares issuable upon 
      exercise of Private Warrants, held in an IRA trust for the benefit 
      of Mr. Konopelski; and Non-Plan Options to purchase 29,553 shares.
(7)   Includes 145,558 shares owned by Mr. Konopelski; 4,925 shares, and 
      4,925 shares issuable upon exercise of Private Warrants, held in an 
      IRA trust for the benefit of Mr. Konopelski; 29,553 shares issuable 
      upon exercise of Non-Plan Options held by Mr. Konopelski; and 3,942 
      shares held in trust by Ann Konopelski as trustee for the benefit 
      of the children of Ann and Theodore Konopelski, as to all of which 
      Ann Konopelski disclaims any beneficial interest. 
(8)   Includes 7,881 shares held by Koffman Corporate Ventures, Inc. and 
      7,881 shares held by Barbara Koffman, as to all of such shares Mr. 
      Koffman disclaims any beneficial interest.  Also includes Option 
      Plan options to purchase 2,500 shares, and 5,000 shares issuable 
      upon the exercise of warrants purchased in the Public Offering. 
(9)   Consists of Non-Plan Options to purchase 9,851 shares and Option 
      Plan options to purchase 2,500 shares.
(10)  Consists of Non-Plan Options to purchase 9,851 shares and Option 
      Plan options to purchase 2,500 shares.  Also includes 490 shares 
      issuable upon the exercise of warrants in the Public Offering.
(11)  Includes an aggregate of 141,499 shares of Common Stock issuable 
      upon the exercise of Option Plan options, Non-Plan Options, 
      Private Warrants and warrants purchased in the Public Offering.

<PAGE>

Item 12.  Certain Relationships and Related Transactions

	Upon incorporation of the Company in New York in September 1993, 
Dr. Geoffrey Burnham and Theodore Konopelski, the Company's founders, 
purchased 374,331 and 354,630 shares of Common Stock respectively, for 
a purchase price of $19,000 and $18,000, respectively, some of which 
shares were subsequently transferred by them to other related entities 
or individuals.  In addition, in November 1995, Dr. Burnham and Mr. 
Konopelski each transferred 22,693 of these shares back to the Company, 
for no consideration, in order for the Company to then reissue such shares 
to another individual in settlement of all outstanding claims for services 
rendered by such individual on behalf of the Company prior to its 
incorporation.

	In connection with the December 1994 Placement, Dr. Burnham, in 
March 1995, and Mr. Konopelski, in April 1995, each purchased an aggregate 
of 4,925 shares of Common Stock and 4,925 Private Warrants for an aggregate 
purchase price of $10,000 each.

	In June and July 1995, Thomas J. Marquez bought a total of 354,632 
shares of Common Stock from the Company in a private placement for an 
aggregate price of $900,000.  Pursuant to such purchase, Mr. Marquez 
became a principal shareholder of the Company.

	Any future transactions, if any, between the Company and its
officers, directors and/or greater than 5% shareholders will continue to be
on terms no less favorable to the Company than could be obtained from
independent third parties and will be approved by a majority of the
independent, disinterested directors of the Company. 

<PAGE>

                                 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.


April 29, 1997

                                 SEMICONDUCTOR LASER INTERNATIONAL
                                 CORPORATION


                                 By: /s/ Geoffrey T. Burnham
                                    __________________________________
                                      Geoffrey T. Burnham, Chairman of
                                        the Board, President and Chief
                                        Executive Officer (principal
                                        executive officer)




     In accordance with the requirements of the Exchange Act, this 
Report has been signed by the following persons in the capacities 
and on the dates stated. 

           Signature                       Title                 Date
----------------------------    ---------------------          --------


/s/ Geoffrey T. Burnham
------------------------------  Chairman of the Board,       April 29, 1997
    Geoffrey T. Burnham         President and Chief
                                Executive Officer
                                (principal executive 
                                officer)
/s/ Susan M. Burnham
------------------------------  Vice President, Treasurer    April 29, 1997
    Susan M. Burnham            and Director              


/s/ Nicholas L. Prioletti, Jr.
------------------------------  Chief Financial Officer      April 29, 1997
    Nicholas L. Prioletti, Jr.  (principal financial and
                                accounting officer)


----------------------------    Director                     April   , 1997
    David L. Koffman


/s/ Brian J. Thompson
----------------------------    Director                     April 29, 1997
    Brian J. Thompson


/s/ George W. Barrett
----------------------------    Director                     April 29, 1997
    George W. Barrett



----------------------------    Director                     April   , 1997
    Theodore W. Konopelski