FORM 10-QSB/A

                       SECURITIES AND EXCHANGE COMMISSION 

                             WASHINGTON, D.C.  20549




                   Quarterly Report under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                      For the Quarter Ended September 30, 1996


                Commission File Number               000-20175   

                                NYER MEDICAL GROUP, INC           
             (Exact name of registrant as specified in its charter)


                   Florida                                01-0469607  
        (State or other jurisdiction of                (I.R.S. Employer 
        incorporation or organization)                 Identification No.)


           1292 Hammond Street, Bangor, Maine                04401    
        (Address of principal executive offices)          (Zip Code)


                                 (207) 942-5273         
              (Registrant's telephone number, including area code)





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 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 90 days.       Yes    X   .      No       .

As of November 14, 1996, there were outstanding, 3,220,093 shares of common
stock, par value $.0001 per share.











<PAGE>

FORM 10-QSB/A     NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 1996




                                     INDEX

                                     PART I

                             FINANCIAL INFORMATION


                                                                   Page No.

  Item 1.  Financial Statements:


           Consolidated Balance Sheets as of September 30, 1996 
                and December 31, 1995                                3-4


                Consolidated Statements of Operations, Three Months
                Ended September 30, 1996 and September 30, 1995       5


           Consolidated Statements of Operations, Nine Months
                Ended September 30, 1996 and September 30, 1995       6


           Consolidated Statements of Cash Flows, Nine Months
                Ended September 30, 1996 and September 30, 1995      7-8


           Notes to Consolidated Financial Statements                 9


  Item 2.  Management's Discussion and Analysis of 
                Third Quarter 1996 Results                          10-15



                          PART II - OTHER INFORMATION

  Item 3.  Other Information                                         15

 
           Signatures                                                16














<PAGE>
<TABLE>

FORM 10-QSB/A     NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 1996

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS




                                    ASSETS

<CAPTION>
                                                  (Unaudited)
                                                 September 30,     December 31,
                                                     1996              1995
<S>                                                  <C>               <C>    
  Current assets:

      Cash                                        $6,487,427       $  262,099
      Accounts receivable, less allowance for
        doubtful accounts of $99,585 at 
        September 30, 1996, and at December 31,
        1995, respectively                         2,400,020        1,076,299
      Receivable from officer                          5,001
      Receivable from related company                 22,085           27,028
      Inventories, net                             3,238,113        1,250,434
      Prepaid expenses                               117,460           55,585

           Total current assets                   12,270,106        2,671,445


  Property, plant and equipment, net                 739,873          764,031
   

  Other assets:

      Goodwill, net of accumulated 
       amortization of $98,569 at September 30,
       1996, and $71,460 at December 31, 1995        563,811          220,921
      Advances due from related companies             43,561           41,825
      Other                                          451,608          106,765
    
            Total other assets                     1,058,980          369,511

              Total assets                       $14,068,959       $3,804,987

</TABLE>




  See accompanying notes to consolidated financial statements.




<PAGE>

FORM 10-QSB/A      NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 1996


                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


<TABLE>

                     LIABILITIES AND SHAREHOLDERS' EQUITY

                                                  (Unaudited)
                                                 September 30,     December 31,
                                                      1996             1995    

<S>                                                  <C>              <C>  
  Current liabilities:
      Notes payable due related parties           $  312,324       $  486,324
      Current portion of long-term debt              328,667          181,991
      Accounts payable                             2,257,443          926,597
      Accrued payroll and related taxes              210,764          185,681
      Accrued expenses and other liabilities         394,677          181,906
           Total current liabilities               3,503,875        1,962,499

  Long-term debt, net of current portion           1,327,988          451,401

  Minority interest                                  134,092           31,372
  

  Shareholders' equity:
      Class A Preferred stock, par value
        $.0001, Authorized, issued, and
        outstanding: 2000 shares                           1                1
      Class B Treasury stock, par value
        $.0001, Authorized, issued, and
        outstanding: 300,000 shares                       30               30
      Common Stock, par value $.0001
        Authorized: 10,000,000 shares;
        issued and outstanding; 3,155,093
        shares at September 30, 1996, and 
        2,183,000 at December 31, 1995                 2,040              218   
      Additional paid-in capital                  12,181,863        4,354,165
      Stock subscription receivable                                  (150,000)
      Accumulated deficit                         (3,080,930)      (2,844,699) 
           Total shareholders' equity              9,103,004        1,359,715

             Total liabilities and 
               shareholders' equity              $14,068,959       $3,804,987


</TABLE>
  See accompanying notes to consolidated financial statements.





<PAGE>
FORM 10-QSB/A      NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 1996


                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

<TABLE>
<CAPTION>
                                                           
                                                    Three Months Ended
                                               September 30,      September 30,
                                                    1996              1995     
          
<S>                                                 <C>                <C>
  Net sales and other revenues                    $5,705,006        $2,637,800  
    

  

  Expenses:
      Cost of goods sold                           4,285,636         2,067,032
      Selling, general and administrative          1,532,465           625,579
      Research and development                        52,323
      Interest                                        22,198            18,553

         Total expenses                            5,892,622         2,711,164 
      
         Income (loss) before 
           minority interest                        (187,616)          (73,364)

          Minority interest                           (8,147)                  

             Net income (loss)                    $ (179,469)       $ ( 73,364)
 

      Net (loss) income per common share          $     (.06)       $     (.04)





  Weighted average number of common shares
    outstanding                                    3,142,075         1,893,000


</TABLE>







  See accompanying notes to consolidated financial statements.



<PAGE>
FORM 10-QSB/A        NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 1996


                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

<TABLE>
                                                           
<CAPTION>
                                                       Nine Months Ended
                                                 September 30,     September 30,
                                                      1996             1995     
<S>                                                  <C>               <C>
 Net sales and other revenues                    $12,865,368        $6,639,195
    
 Expenses:
      Cost of goods sold                           9,984,556         5,107,356
      Selling, general and administrative          3,011,463         1,886,952
      Research and development                        52,323            21,000
      Interest                                        55,574            45,004
                                                  13,103,916         7,060,312 
      
      Loss before 
         minority interest                          (238,548)         (421,117)
              
         Minority interest                            (2,317)                   

           Net loss                              $ ( 236,231)        $ (421,117)
 

      Net loss per common share                   $     (.09)       $     (.22)

  Weighted average number of common shares
    outstanding                                    2,649,762         1,901,465

</TABLE>

  See accompanying notes to consolidated financial statements.





<PAGE>
FORM 10-QSB/A      NYER MEDICAL GROUP, INC.  000-20175        SEPTEMBER 30, 1996
 
                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
       
<CAPTION>
                                             
                                                       Nine Months Ended
                                                 September 30,     September 30,
                                                      1996              1995   
<S>                                                  <C>               <C>
  Cash flows from operating activities:
     Net (loss) income                            $ (236,231)       $ (421,117)
     Adjustments to reconcile net loss
     to net cash (used) provided by
     operating activities:
         Depreciation and amortization               149,244            91,897
         Minority interest                             2,317             
         (Increase) decrease in inventories       (1,987,679)            8,885 
         (Increase) decrease in receivables
           and prepayments                        (1,408,345)          (74,608)
         Increase in accounts payable    
           and accrued expenses                    1,568,700            96,161  
         Net cash (used) provided by operating
             activities                           (1,675,763)         (298,782)
  Cash flows from investing activities:
         Acquisition of property, plant and
           equipment                                 (67,621)         (32,365)
         Acquisition of subsidiary                (1,882,580)           (1,000)
         Net repayments from (advances to)
           related companies                           1,737             4,851  
            Net cash used in investing activities (1,948,464)          (33,365)
 
  Cash flows from financing activities:
         Issuance of notes payable to an
              affiliate                                                138,124
         Proceeds from issuance of long-debt       2,492,456
         Repayments of notes payable to an
              affiliate                                                 (8,783)
         Repayment of notes payable, including
           shareholder                             (164,000)         
         Repayments of long-term debt              (169,193)           (73,597)
         Repayment of demand note payable                              (75,000)
         Deferred Stock offering costs             (322,151)           (13,293)
         Proceeds from issuance of common stock   8,248,674            475,000
              Net cash provided by 
             financing activities                10,085,786            447,302


  Net increase (decrease) in cash                 6,225,328            115,155

  Cash at beginning of period                       262,099             98,021

  Cash at end of period                          $6,487,42 7       $   213,176

</TABLE>
  See accompanying notes in consolidated financial statements.



<PAGE>
FORM 10-QSB/A      NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 1996
 

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



  Supplemental disclosures of cash flow information
<TABLE>
       
<CAPTION>
                                                  
                                                         
                                                       Nine Months Ended
                                         
                                                  September 30,    September 30,
  Cash paid during the first six months:              1996             1995   
<S>                                                   <C>              <C>  
       Interest                                    $   55,574       $   26,451



  
</TABLE>
 

<PAGE>
FORM 10-QSB        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 1996

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

     1.  The consolidated financial statements included herein have been
         prepared by the Company, without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission.  Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principals have been condensed or omitted pursuant to such rules and
         regulations, although the Company believes that the disclosures are
         adequate to make the information presented not to be misleading.  In
         the opinion of management, the amounts shown reflect all adjustments
         necessary to present fairly the financial position and results of
         operations for the periods presented.  All such adjustments are of a
         normal recurring nature.

         Earnings per share of common stock have been determined by dividing
         net earnings by the weighted average number of shares of common stock
         outstanding.  The assumed conversions of existing Common Stock Warrants
         have been excluded since they are antidilutive.
        
         It is suggested that the financial statements be read in conjunction
         with the financial statements and notes thereto included in the
         Company's 10-KSB.


     2. Property, Plant, and Equipment

        Property, plant, and equipment consists of the following:

                                                  (Unaudited)         
                                                 September 30,     December 31,
                                                     1996              1995    
        Land                                      $   92,800       $   92,800
        Building                                     623,274          623,274
        Leasehold improvements                         2,703            2,703
        Machinery and equipment                       56,826           51,576 
        Transportation equipment                     188,506          159,360
        Office furniture, fixtures, and equipment    430,970          397,745
                                                   1,395,079        1,327,458

        Less accumulated depreciation and
          amortization                              (655,206)        (563,427)
                                                  $  739,873       $  764,031







<PAGE>

FORM 10-QSB/A      NYER MEDICAL GROUP, INC.  000-20175      SEPTEMBER 30, 1996

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

  Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE THIRD QUARTER RESULTS
  
Results of Operations

     Total revenues for the first nine months of 1996 increased 94% as compared
to the first nine months of 1995 to $12,865,368 representing an increase of
$6,226,173.  The reasons for the increase in sales are the purchase of Conway
Associates ("Conway") in February of 1996 and D.A.W. Inc./Eaton Apothecary
("Eaton") in August of 1996.  Conway is a distributor of fire and rescue
equipment and supplies and is located in Massachusetts.  Eaton is a chain of
pharmacies and is also located in Massachusetts. Conway contributed net sales
of approximately $3,600,000 for the first nine months of 1996.  Eaton
contributed sales of approximately $2,494,000.  Anton Investments ("Anton")
had an increase of approximately $225,000 or 18% of net sales over the first
nine months of 1995.  Anton is a distributor of fire police and rescue
equipment and supplies.  Anton's reasons for the increase were: the sale of
two fire trucks in the first two quarters of 1996 as compared to the sale of
one fire truck over the same comparable period in 1995, and a division of
Anton's in Massachusetts had increased sales of $122,000 over the first nine
months of 1995.  The medical distribution company, ADCO Surgical Supply,
("ADCO"), located in Maine, had increased sales of approximately $240,000 over
the first nine months of 1995.  ADCO's increase in sales is mainly due to
increasing business in the long-term care market.  The medical distribution
company, ADCO South Medical Supplies, ("ADCO South"), located in South Florida,
had a decrease of approximately $12,500 in net sales for the first nine months
of 1996 as compared to the same period in 1995.  The decrease was the result
of decreased equipment sales as compared to the first nine months of 1995.

     Net sales and other revenues for the third quarter were $5,705,006 as
compared to $2,637,800 for the same period of 1995.  This is an increase of
approximately 100%  The main reasons for the increases are due to the purchase
of Conway's in February of 1996 and Eaton in August of 1996.  Conway's contri-
buted approximately $767,000 in net sales for the third quarter of 1996 as
compared to $0 in 1995.  Eaton contributed approximately $2,494,000 for the
third quarter of 1996 as compared to $0 in 1995.

     The Company's overall gross profit margin was 22.4% for the first nine
months of 1996, as compared to gross margin of 23.1% for the comparable period
in 1995.  One of the main reasons for the decline in the gross profit margin
was the margin of the newly purchased company, Conway.  Conway's had a gross
profit margin of 17.7%.  Fire trucks and equipment are sold at lower gross
margins.  Approximately 40% of Conway's sales were fire trucks and equipment.
Anton's gross margin remained about the same as compared to the same period of
1995. ADCO's gross margin was 26.0% for the first nine months of 1996 and 1995.
ADCO South had an increase in their gross margin to approximately 28% as
compared to 23.2% for the first nine months of 1995.  This is the result of a
continuing effort to raise gross profit margins.



<PAGE>
FORM 10-QSB/A      NYER MEDICAL GROUP, INC.   000-20175      SEPTEMBER 30, 1996

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE THIRD QUARTER RESULTS

Results of Operations: continued,

     Gross profit margins on sales were 24.8% for the third quarter of 1996
versus 21.6% for the same period of 1995.  

     During the first nine months of 1996, selling, general, and administrative
expenses (includes research and development expenses) increased 60.6% for the
first nine months of 1996 to $3,063,786.  The Company had an overall increase
of approximately $1,156,000 in expenses over the comparable period of 1995.
Conway added new overhead expenses of approximately $524,000.  Eaton added new
overhead expenses of approximately $484,000.  Genetic Vectors ("Vectors") had
an increase in overhead expenses of $45,381.  The reason for this increase is
additional overhead is attributed to the waiting of funds of $550,000 from its
private placement.  The other companies combined for an increase of $102,619. 

     During the third quarter of 1996, selling, general administration, and
research and development expenses were approximately $1,584,788 as compared to
approximately $625,579 for the same period in 1995.  The reasons for this
increase are as stated above.

     Net interest expense as a percentage of sales was .01% in the first nine
months of 1996 and 1995, respectively. 
 
     A net loss of ($236,231) occurred in the first nine months of 1996, 1.8%
of net sales.  This compares to a net loss of ($421,117) for the first nine
months of 1995, or 6.3% of net sales.  The losses in 1996 are a combination
of all of the companies.  The net loss for the first nine months of 1996 is the
result of the following:  Conway had a net income of approximately $120,000;
Eaton had a net income of $16,900.  Anton experienced a net loss of ($131,800)
as compared to net loss of approximately ($81,116) for the nine months of 1995;
ADCO had a net income for the first nine months of $20,200 as compared to a net
loss of ($32,300) for the first nine months of 1995; ADCO South had a net loss
of ($10,700) for the first nine months of 1996 as compared to a net loss of
($52,400) for the first nine months of 1995; Vectors had a net loss of
($175,145) as compared to a net loss of ($129,764) for the first nine months of
1995.  Corporate overhead was approximately $160,000 as compared to $136,000
for the first nine months of 1995.  The Company had interest income of
approximately $131,000 for the first nine months of 1996 as compared to $4,500
for the first nine months of 1995.

     The third quarter of 1996, showed a net loss of ($179,469) as compared to
a net loss of ($73,364) for the same period of 1995.  During the third
quarter, the Company had interest income of approximately $81,952 as the result
of the cash balance on hand.  The primary reason for the increase in cash is
described below in the Liquidity and Capital Resources section of this report.


<PAGE>
FORM 10-QSB/A        NYER MEDICAL GROUP, INC.   000-20175    SEPTEMBER 30, 1996

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE THIRD QUARTER RESULTS


Results of Operations: continued,

     The Company expects its gross margin to decrease during the balance of 
fiscal year 1996 as a result of anticipated increased high dollar but lower
margin fire truck sales.  

Liquidity and Capital Resources

     The Company's primary sources of working capital this year has been the
receipt of funds from the sales of stock pursuant to Regulation S under the
Securities Act of 1933.  In the first six months of 1996, the Company sold 
610,885 shares of common stock and received net proceeds of $3,318,733.  In
connection with the common stock issuance, 314,478 warrants were granted to
purchase common stock at $6.625 per share exercisable over a two-year period.
All of the warrants were exercised in the second quarter of 1996 and the
Company received net proceeds of $1,963,703.  In connection with its 1992
Initial Public Offering, the Company sold to the underwriters warrants to
purchase 55,000 shares of the Company's common stock exercisable at $6.00 per
share during the four year period beginning June 16, 1993; 40,000 warrants were
exercised in July 1996 and 15,000 warrants were exercised in October 1996 at
$6.00 per share.

     The current ratio at September 30, 1996, was 3.5 as compared to 1.4 at
December 31, 1995 and 1.3 at September 30, 1995.  Working capital for the first
nine months of 1996 was $8,766,231 or 62.3% of total assets.  Working capital
for the first nine months of 1995 was $669,722 or 17.0% of total assets.  At
December 31, 1995, working capital was $708,946 or 18.6% of total assets. The
Company values its inventories using the FIFO method.

     As of September 30, 1996, cash and cash items increased to $6,487,427, as
compared to $262,099 at December 31, 1995.  The main reason for this increase
in cash was the sale of 907,293 shares of the Company's common stock.  The
Company believes it has adequate cash and cash equivalents to meet its 
working capital needs.   

<PAGE>
FORM 10-QSB/A      NYER MEDICAL GROUP, INC.   000-20175      SEPTEMBER 30, 1996

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE THIRD QUARTER RESULTS

  Liquidity and Capital Resources, continued
 
 
     Business in the first eleven months of 1996 continues to be very
competitive but encouraging.  Anton and Conway are expecting to deliver five
fire trucks for the forth quarter of 1996.  Anton has hired additional sales
representatives to cover Massachusetts, New York, Louisiana, and Florida.
Anton has enlarged its Scarborough service center to better handle refurbishing
of fire trucks.  Eaton expects its sales to increase in the fourth quarter in
part because of the recent pharmacy freedom of choice legislation passed in
Massachusetts.  The capital infusion of $200,000 by Nyer will give them the
ability to increase their buying power with their present suppliers. Eaton also
continues to explore potential acquisitions of other independent pharmacies in
the western Massachusetts area.  ADCO continues to focus on its long-term care
market and is pursuing more business with physician groups.  ADCO's sales of its
accessibility equipment continues to increase as ADA compliance is being acted
on throughout the State of Maine.  ADCO South continues to explore entering the
high volume incontinence and glove markets in long-term care facilities in South
Florida.


<PAGE>
FORM 10-QSB/A      NYER MEDICAL GROUP, INC.   000-20175      SEPTEMBER 30, 1996

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

       MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE THIRD QUARTER RESULTS

Forward-Looking Statements

    The statements made above in the last under "Result of Operations" are
forward-looking statements within the meaning of Sections 27A of the Securities
Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange
Act of 1934 (the "Exchange Act").  Similarly, the statements made under
"Liquidity and Capital Resources" (i) relating to the spin-off of Vectors and
initial public offering of Vectors, and (ii) in the last two paragraphs relating
to the future business of the Company's business segments, are also forward-
looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act.  The results anticipated by any or all
of these forward-looking statements may not occur.  Important factors that
may cause actual results to differ materially from the forward-looking
statements include the following:

     (1)   The Company may not sell as many high dollar fire trucks as 
           it anticipates;

     (2)   The selling prices of any of the fire trucks may be lower
           than anticipated;

     (3)   The failure of anticipated orders for fire trucks to materialize
           due to budgetary and other factors;

     (4)   Unforeseen political factors in the local communities in New
           England where Conway and Anton do business;

     (5)   The general state of the economy in New England and South Florida
           may reduce purchases of the Company's medical distribution
           products and/or fire trucks;

     (6)   The gross margins at the medical distribution companies could be
           affected by increased usage of buying groups and increased 
           competition;


     (7)   The failure of suppliers to timely deliver products.



<PAGE>
FORM 10-QSB/A      NYER MEDICAL GROUP, INC.   000-20175      SEPTEMBER 30, 1996

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES



                             PART II


  Item 1.  Legal Proceedings. N/A.

  Item 2.  Changes in Securities.  N/A.

  Item 3.  Defaults Upon Senior Securities. N/A..

  Item 4.  Submission of Matters to a Vote of Security Holders.

           The Annual Shareholder's meeting was held on September 30, 1996,
           at 10:00 a.m. at the Corporate Headquarters located at 
           1292 Hammond Street, Bangor, Maine 04401.  A total of 3,573,650
           shares were voted.

           The following individuals were elected to serve on the board of
           directors of the Company until the next annual meeting by an 
           affirmative vote of 3,573,650.  




           Name                            Name
           Samuel Nyer                     Michael Anton
           William Clifford, Jr.           Donald Lewis, Jr.
           Kenneth Nyer, M.D.              Howard Parker, M.D.
           Daniel Striar                    


           The following items of business were also ratified:

           All 3,573,650 shares voted to ratify Coopers & Lybrand, L.L.P.,
           as the Company's independent auditors for the year ended, 
           December 31, 1996.

           The shareholders also approved the amendments to the Company's
           articles of incorporation relating to corporate governance.
           3,004,770 voted yes; 432,880 voted no; and 136,000 voted to 
           abstain. 
           
           All 3,573,650 shares were voted authorizing the transaction of any
           other lawful business that properly came up before the annual
           meeting of shareholders.

  Item 5.  Other Information.  N/A.     

  Item 6.  Exhibits and Reports on Form 8-K.

           Form 8-K filed on August 22, 1996. 
               Item 1. N/A
               Item 2. Acquisition or Disposition of Assets. The acquisition of
                       Eaton/D.A.W.
               Item 3. N/A
               Item 4. N/A
               Item 5. Other Events.  
               Item 6. N/A
               Item 7. Financial Statements and Exhibits
        
           Form 8-K/A No. 1 filed on September 10, 1996.



<PAGE>
FORM 10-QSB/A      NYER MEDICAL GROUP, INC.   000-20175      SEPTEMBER 30, 1996

                   NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

                                    PART II
   
                                  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.

                                                  NYER MEDICAL GROUP, INC.


     Date:  November 26, 1996                     // William Clifford, Jr.
                                                  William Clifford, Jr.
                                                  Vice-President




     Date:  November 26, 1996                     // Karen L. Wright 
                                                  Karen L. Wright,
                                                  Treasurer
                                                  (Chief Accounting Officer)