SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549

                                 --------

                               FORM 10-K/A

                         Amendment No. 1 to Form 10-K
                For the Fiscal Year Ended September 30, 1995


| X |  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the fiscal year ended      September 30, 1995
                         -------------------------------------------------

                                    OR

|   |  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
                                           Commission file number  0-10611
                                                                  --------


                         MILGRAY ELECTRONICS, INC.
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           (Exact name of registrant as specified in its charter)


                   NEW YORK                                 13-5600636
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 (State or other jurisdiction of incorporation           (I.R.S. Employer
                or organization)                        Identification No.)


  77 Schmitt Boulevard, Farmingdale, New York                 11735
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   (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code      (516) 420-9800
                                                   ------------------------


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

                                  NONE

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

                Common Stock, Par Value 25 Cents per Share




                      [Cover page 1 of 2 pages]
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   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or 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 disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be con-
tained, 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 (based upon the selling price of such stock as of December
11, 1995) was $31,399,968.

   Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of December 11, 1995.

                     6,773,176 shares of Common Stock
                       25 cents par value per share





















                      [Cover page 2 of 2 pages]

<PAGE>




                               S I G N A T U R E
                               -----------------

         Pursuant to the requirements of the Securities Exchange Act of

1934, the registrant has duly caused this Amendment to its Annual Report on

Form 10-K for the fiscal year ended September 30, 1995 be signed on its

behalf by the undersigned, thereunto duly authorized.

                                          MILGRAY ELECTRONICS, INC.
                                  --------------------------------------
                                                 (Registrant)

Date:    January 24, 1995         By         /s/ John Tortorici
     --------------------------     ------------------------------------
                                               John Tortorici
                                           Vice President-Finance
                                          (Authorized Officer and
                                        Principal Financial Officer)

<PAGE>

                              EXHIBIT INDEX
                              -------------



3(i)(a) - Restated Certificate of Incorporation of the registrant, incorporated
by reference to Exhibit 3(a) of Form 10-K of the registrant for the fiscal year
ended December 31, 1980 (File No. 2-18979).

3(i)(b) - Certificate of Change of registrant dated December 20, 1983,
incorporated by reference to Exhibit 3(i)(b) of Form 10-K of the registrant for
the fiscal year ended December 31, 1983 (File No. 0-10611).

3(i)(c) - Certificate of Amendment of Certificate of Incorporation of the
registrant relating to increase of authorized capital stock to $1,000,000 and
number of authorized shares to 4,000,000 shares, incorporated by reference to
Exhibit 3(i)(c) of Form 10-K of the registrant for the fiscal year ended
December 31, 1984 (File No. 0-10611).

3(i)(d) - Certificate of Amendment of Certificate of Incorporation of the
registrant relating to limiting the liability of directors, incorporated by
reference to Exhibit 3(i)(d) of Form 10-K of the registrant for the fiscal year
ended December 31, 1987 (File No. 0-10611).

3(i)(e) - Certificate of Amendment of Certificate of Incorporation of the
registrant relating to increase of authorized capital stock to $15,000,000 and
number of authorized shares to 60,000,000 shares.

3(i)(f) - Composite Certificate of Incorporation, as Amended, of the registrant.

3(ii) - By-laws of the registrant, incorporated by reference to Exhibit 3(ii) of
Form 10-K of the registrant for the transition period from January 1, 1991 to
September 30, 1991 (File No. 0-10611).

4(i) - Amended and Restated Credit Agreement dated as of November 7, 1995 (the
"Credit Agreement") among registrant, various subsidiaries of registrant named
therein, Chemical Bank, Fleet Bank and First Union National Bank of North
Carolina.

<PAGE>


10(i) - 1983 Incentive Stock Option Plan of the registrant, incorporated by
reference to Exhibit A of Proxy Statement of the registrant in connection with
annual meeting of the registrant held December 20, 1983 (File No. 0-10611).

10(ii) - Amendment adopted December 20, 1988 to 1983 Incentive Stock Option Plan
of the registrant, incorporated by reference to Exhibit 10(iv) of Form 10-K of
the registrant for the fiscal year ended December 31, 1988 (File No. 0-10611).

10(iii) - Amendment adopted October 22, 1991 to 1983 Incentive Stock Option Plan
of the registrant, incorporated by reference to Exhibit 10(iii) of Form 10-K of
the registrant for the transition period from January 1, 1991 to September
30, 1991 (File No. 0-10611).

18 - Letter dated February 4, 1988 from Grant Thornton LLP to registrant
relating to newly adopted accounting principle, incorporated by reference to
Exhibit 18 of Form 10-K of the registrant for the fiscal year ended December
31, 1987 (File No. 0-10611).

22 - Subsidiaries of the registrant.

23(ii) - Consent by Grant Thornton LLP to incorporation by reference of their
reports and accompanying consolidated financial statements and schedules
included in this 10-K Report, in registrant's registration statements on Forms
S-8 -- File No. 33-59986 and File No. 33-66652.

27 - Financial Data Schedule