UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                FORM 10-Q/A
                            (Amendment No. 1)


X     QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                 For the quarterly period ended September 30, 2005
                                          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           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)

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

                                                        Name of Exchange
           Title of Each Class                         on which registered
                  None                                       None

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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes       No  x
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).         Yes       No  x
As of November 11, 2005 there were 3,978,199 shares of common stock
outstanding, par value $.0001 per share.





                             Explanatory Note

     This Amendment No. 1 on Form 10-Q/A to Nyer Medical Group, Inc.'s
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2005, which was originally filed November 14, 2005 (the "Original Filing") is
being filed to provide additional information with respect to Statement of
Financial Accounting Standards (SFAS) No. 123R.

     For the convenience of the reader, this Form 10-Q/A Amendment No. 1
sets forth the original filing in its entirety, although we are only amending
certain information in Item 1. Financial Statements, Selected Notes to
Consolidated Financial Statements (unaudited), Note 2, Stock Based
Compensation.

      As a result of this amendment, the certifications pursuant to Section 302
and Section 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to the
Original Filing, have been re-executed and re-filed as of the date of this Form
10-Q/A Amendment No.1 in the forms attached hereto.

      Except for the changes described above, this Form 10-Q/A Amendment No. 1
does not modify or update other disclosures in, or exhibits to, the Original
Filing.


































                                       2
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005

                                      INDEX


                                                                    Page No.

                          PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements:

           Consolidated Balance Sheets, September 30, 2005
             and June 30, 2005                                            5
           Consolidated Statements of Operations, Three Months
             Ended September 30, 2005 and September 30, 2004              7
           Consolidated Statements of Cash Flows, Three Months
             Ended September 30, 2005 and September 30, 2004              8
           Selected Notes to Consolidated Financial Statements           10

  Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                         18

  Item 3.  Quantitative and Qualitative Disclosures About
             Market Risk                                                 22

  Item 4.  Controls and Procedures                                       22

                          PART II - OTHER INFORMATION

  Item 1.  Legal Proceedings                                             23
  Item 2.  Unregistered Sales of Equity Securities and Use of
           Proceeds                                                      23
  Item 3.  Defaults Upon Senior Securities                               24
  Item 4.  Submissions of Matters to a Vote of Security Holders          24
  Item 5.  Other Information                                             24
  Item 6.  Exhibits                                                      24

            Signatures                                                   25


Exhibit 31.1   Certification Pursuant to Rules 13a-14(a) and
15d-14(a) of the Securities Exchange Act of 1934 and Section 302 of
the Sarbanes-Oxley Act of 2002 by Principal Executive Officer and
Principal Financial and Accounting Officer                               26


Exhibit 32.1   Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by
President, Chief Executive Officer and Chief Financial Officer           27







                                       3
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005

     Certain statements contained in this report are forward-looking in nature.
These statements are generally identified by the inclusion of phrases such as
"we expect", "we anticipate", "we believe", "we estimate" and other phrases of
similar meaning.  Whether such statements ultimately prove to be accurate
depends upon a variety of factors that may affect our business and operations.
Many of these factors are described in our most recent Annual Report on Form
10-K as filed with Securities and Exchange Commission.

     We make available on our internet website free of charge our annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to such reports as soon as practicable after we electronically file
such reports with the SEC.  Our website address is www.nyermedicalgroup.com.
The information contained in our website is not incorporated by reference in
this Report.






































                                       4


FORM 10-Q/A      NYER MEDICAL GROUP, INC.  000-20175     SEPTEMBER 30, 2005

                         PART I - Financial Information
Item 1.  Financial Statements:

                        NYER MEDICAL GROUP, INC AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                           September 30,       June 30,
                                              2005              2005
                                              ----              ----
                                           (Unaudited)
  Current assets:
  Cash                                     $ 1,219,184       $ 1,993,905
  Accounts receivable, less allowance
   for doubtful accounts of $245,000
   at September 30, 2005 and $233,000
   at June 30, 2005                          4,270,802         4,394,637
  Inventories                                5,804,390         5,758,155
  Prepaid expenses and other current
   assets                                      242,734           258,827
  Assets to be disposed of from
   discontinued operations                           -            22,760
                                           -----------       -----------
      Total current assets                  11,537,110        12,428,284
                                           -----------       -----------
Property, plant and equipment, net
 of accumulated depreciation                 1,296,716         1,308,828
                                           -----------       -----------
Goodwill                                       104,463           104,463
Other intangible assets                        427,566           448,533
Other assets                                    60,297            64,079
                                           -----------       -----------
                                               592,326           617,075
                                           -----------       -----------

      Total assets                         $13,426,152       $14,354,187
                                           ===========       ===========













     See accompanying notes to consolidated financial statements.
                                       5

FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                       NYER MEDICAL GROUP, INC AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS

                           LIABILITIES AND SHAREHOLDERS' EQUITY

                                           September 30,       June 30,
                                              2005              2005
                                              ----              ----
                                          (Unaudited)

Current liabilities:

  Current portion of long-term debt        $    91,128       $   120,265
  Accounts payable                           3,226,250         3,960,175
  Accrued payroll and related taxes            436,699           508,789
  Accrued expenses and other liabilities       128,515           267,252
  Income taxes payable                          39,400            90,607
  Liabilities to be disposed of from
   discontinued operations                     299,149           319,847
                                           -----------       -----------
            Total current liabilities        4,221,141         5,266,935
                                           -----------       -----------

Long-term debt, net of current
  portion                                       81,635            95,010
                                           -----------       -----------
Minority interest                            1,580,468         1,548,369
                                           -----------       -----------

Shareholders' equity:
  Preferred stock                                    1                 1
  Common stock                                     398               398
  Additional paid-in capital                18,032,382        18,020,444
  Accumulated deficit                      (10,489,873)      (10,576,970)
                                           -----------       -----------
            Total shareholders'
             equity                          7,542,908         7,443,873
                                           -----------       -----------
            Total liabilities and
           shareholders' equity            $13,426,152       $14,354,187
                                           ===========       ===========












     See accompanying notes to consolidated financial statements.
                                       6

FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

                                            For the three months ended
                                           September 30,   September 30,
                                               2005            2004
                                               ----            ----

Net sales                                 $15,176,449      $15,188,611
Cost of goods sold                         11,666,429       11,936,940
                                          -----------      -----------
  Gross profit                              3,510,020        3,251,671

Selling, general and
 administrative expenses                    3,305,695        3,082,300
                                          -----------      -----------

  Operating income                            204,325          169,371
                                          -----------      -----------
Other income (expense):
  Interest expense                             (2,510)          (6,262)
  Interest income                               9,547           10,813
  Other                                          (766)          (4,053)
                                          -----------      -----------
       Total other income                       6,271              498
                                          -----------      -----------
Income before income taxes and
  minority interests                          210,596          169,869

Provision for income taxes                    (91,400)         (68,000)

Minority interest expense, net
  of income taxes expense                     (32,099)         (37,819)
                                          -----------      -----------
Net income                                $    87,097      $    64,050
                                          ===========      ===========
Basic and diluted income per share:       $       .02      $       .02
                                          ===========      ===========
Weighted average common
   shares outstanding, basic                3,978,199        3,784,962
                                            =========        =========
Weighted average common
   shares outstanding, diluted              4,311,631        3,826,862
                                            =========        =========









             The accompanying notes are an integral part of the consolidated
                                   financial statements.
                                       7
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS, (unaudited)

                                            For the three months ended
                                           September 30,   September 30,
                                               2005            2004
                                               ----            ----
Cash flows from operating activities:
  Net income                               $     87,097     $     64,050

  Adjustments to reconcile net income to
   net cash provided by operating
   activities:
  Depreciation                                   96,643          105,833
  Amortization                                   20,967           29,302
  Stock-based compensation expense               11,938                -
  Deferred income tax                                 -           51,000
  Minority interest                              32,099           37,819
  Changes in working capital                   (902,266)         671,551
                                           ------------     ------------
 Net cash flows (used in) provided by
  operating activities from continuing
  operations                                   (653,522)         959,555

 Net cash flows provided by (used in)
  discontinued activities                         2,062           (2,220)
                                           ------------     ------------
 Net cash flows (used in) provided by
  operating activities                         (651,460)         957,335
                                           ------------     ------------
Cash flows from investing activities:

 Purchase of property, plant and
   equipment, net                               (80,749)        (192,875)
                                           ------------     ------------
Net cash flows used in investing
   activities                                   (80,749)        (192,875)
                                           ------------     ------------
Cash flows from financing activities:
 Proceeds from issuance of long-term
  debt                                                -           17,075
 Payments on long-term debt                     (42,512)         (63,423)
                                           ------------     ------------
Net cash flows used in financing
  activities                                    (42,512)         (46,348)
                                           ------------     ------------
Net (decrease) increase in cash                (774,721)         718,112
Cash at beginning of period                   1,993,905        1,270,082
                                           ------------     ------------
Cash at end of period                      $  1,219,184     $  1,988,194
                                           ============     ============
           The accompanying notes are an integral part of the consolidated
                                  financial statements.
                                          continued
                                       8

FORM 10-Q/A     NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                          NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS, (unaudited), continued

                                            For the three months ended
                                           September 30,   September 30,
                                               2005            2004
                                               ----            ----
 Changes in working capital:

  Accounts receivable                      $    123,835     $    360,706
  Inventories                                   (46,235)         (32,232)
  Prepaid expenses and other current
   assets                                        16,093          142,372
  Accounts payable                             (733,925)         365,632
  Accrued payroll and related taxes             (72,090)         (40,563)
  Accrued expenses and other liabilities       (138,737)        (124,364)
  Income tax payable                            (51,207)               -
                                           ------------     ------------
      Net change                           $   (902,266)    $    671,551
                                           ============     ============

  Supplemental disclosures of cash flow information:



                                            For the three months ended
                                           September 30,   September 30,
                                               2005            2004
                                               ----            ----
Cash paid during the period for:

Interest                                   $      2,889     $      7,436
                                           ============     ============
Income taxes                               $    182,500     $     50,000
                                           ============     ============

















                                       9



FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                        NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.  Basis of Presentation:
    ---------------------

     The consolidated financial statements included herein have been prepared
by the Company, without audit, in accordance with accounting principals
generally accepted in the United States of America and 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 accounting principals generally accepted in the United States
of America 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.

     It is suggested that the financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's Form
10-K for the year ended June 30, 2005.

2.  Stock Based Compensation:
    ------------------------

     The Company has two stock option plans under which employees, consultants
and directors have been granted options to purchase shares of the Company's
common stock.  The 1993 Stock Option Plan was amended in 2002 to, among
other things, (a) cease grants under such plan upon the effectiveness of
the 2002 Stock Option Plan of the Company and (b) increase the maximum aggregate
number of shares available for award under such plan to 1,000,000.  The maximum
aggregate number of shares of common stock available for award under the 2002
plan is 3,000,000.  Under the 2002 plan, automatic options vest semi-annually
to all directors and certain officers and expire in ten years from the date of
grant.  Except with respect to certain incentive stock options ("ISOs"),
options under the 1993 plan expire 10 years from the date of grant.  Under the
1993 plan, except for ISOs, the exercise price for options is the fair market
value of the common stock of the Company at the date of grant, as such fair
market value is determined under the 1993 plan.  Under the 2002 plan, except
for certain ISOs and certain non-qualified options, the exercise price is not
to be less than the Market Price of the common stock of the Company on the date
of the grant.











                                       10

FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2.  Stock Based Compensation, continued
    ------------------------

     The following table summarizes stock options outstanding and exercisable
at September 30, 2005:

                    Outstanding stock options       Exercisable stock options
                    -------------------------       -------------------------

                        Weighted                        Weighted
                         average      Weighted           average     Weighted
 Exercise                remaining    average            remaining   average
 price                  contractual  exercise           contractual exercise
 range             Shares    life      price       Shares     life    price
 -----             ------    ----      -----       ------     ----    -----

 $ 1.29-$1.95      782,000    8.25     $ 1.70      774,000     8.25    $ 1.70
 $ 2.10-$3.52      114,000    3.65     $ 2.84       84,000     3.65    $ 2.82
 $ 4.75 $6.88      638,600    6.55     $ 6.24      638,600     6.55    $ 6.24
 $16.75             36,000    3.05     $16.75       36,000     3.05    $16.75
                 ---------                       ---------
                 1,570,600                       1,532,600
                 =========                       =========

A summary of changes in common stock options for the quarters ended
September 30:
                                    Weighted-         Weighted-       Aggregate
                                    Average        Average Remaining  Intrinsic
                        Shares      exercise price Contractual Term     Value
                        ------      -------------- ----------------     -----
                                                      (in years)
Outstanding at
  7-01-05           1,570,600       $3.98
Granted                     -           -
Canceled                    -           -
                    ---------
Outstanding at
  9-30-05           1,570,600       $3.98
                    =========       =====
Vested and
expected to vest,
net of estimated
cancellations, at
  9-30-05           1,534,600       $3.68                5            $ 999,860
Exercisable at
  9-30-05           1,532,600       $4.01                5            $ 975,060





                                   11

FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
            SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2.  Stock Based Compensation, continued
    ------------------------
                                 Weighted-         Weighted-       Aggregate
                                 Average        Average Remaining  Intrinsic
                     Shares      exercise price Contractual Term     Value
                     ------      -------------- ----------------     -----
                                                (in years)
Outstanding at
  7-01-04           1,528,600       $4.01
Granted                     -           -
Canceled                    -           -
                    ---------
Outstanding at
  9-30-04           1,528,600       $4.01
                    =========       =====
Vested and
expected to vest,
net of estimated
cancellations, at
  9-30-04           1,492,600       $3.68             5            $ 256,480
Exercisable at
  9-30-04           1,506,600       $4.04             5            $ 250,560

     The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 123R, "Share-Based Payment", effective July 1, 2005, which requires
companies to record compensation expense for stock options issued to employees
or non-employee directors at an amount determined by the fair value of the
options. SFAS No. 123R is effective for annual periods beginning after
June 15, 2005.

     The Company has adopted SFAS No. 123R using the "modified prospective
application" and therefore financial statements from periods ending prior to
July 1, 2005 have not been restated.  As a result of adopting SFAS No. 123R,
the Company's income before income taxes and net income for the quarter ended
September 30, 2005 was $11,938 and $7,838 lower, respectively, than if it had
continued to account for share-based compensation under APB No. 25. Basic and
diluted earnings per share for the quarter ended September 30, 2005 would
not have changed if the Company had not adopted SFAS No. 123R.

     The aggregate intrinsic value in the above table represents the total
pre-tax intrinsic value (the difference between Nyer's closing stock price on
the last trading day of its first quarter of fiscal years 2006 and 2005 and
the exercise price, multiplied by the number of in-the-money options) that
would have been received by the option holders had vested option holders
exercised their options on September 30, 2005 and 2004.  This amount changes
based upon changes in the fair market value of Nyer's stock.

     As of September 30, 2005, $63,355 of total unrecognized compensation
cost, net of estimated forfeitures, related to stock options is expected to
be recognized over a weighted-average period of approximately 2 years.

                                       12

FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2.  Stock Based Compensation, continued
    ------------------------

    The fair value of each option grant at September 30, 2005 is estimated on
the date of each grant using the Black-Scholes option-pricing model and
amortized ratably over the option's vesting periods.  There were no stock
options granted for the three months ended September 30, 2005.

     Pro forma information, assuming the Company had accounted for its employee
and director stock options granted under the fair value method prescribed by
SFAS No. 123R for the three months ended September 30, 2004 is presented below:

Net income as reported:                                      $  64,050
Add: Total stock-based compensation expense
 determined under fair value based method for
 all awards, net of taxes                                       (4,496)
                                                             ---------
Pro forma net income                                         $  59,554
                                                             =========
Basic and diluted income per share:
As reported                                                      $ .02
                                                                 =====
Pro forma                                                        $ .02
                                                                 =====

     The fair value of stock options in the pro forma accounts for the three
months ended September 30, 2005 and 2004 is not necessarily indicative of the
future effects on net income and earnings per share.  The fair value of each
stock option grant has been estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions and the
expected term of the stock options is based on historical experience and
on the terms and conditions of the stock options granted to directors and
officers:

                                      2005          2004
                                      ----          ----
   Risk-free interest                 3.5%          3.6%
   Dividend yield                       0%            0%
   Expected volatility                108%          112%
   Expected life (years)                5             5

3.  Restricted Assets and Uncertainties
    -----------------------------------

     In August of 1996, the Company and the shareholders of D.A.W. entered into
a stock exchange Agreement and plan of reorganization, whereby the Company
acquired by exchange with the sellers 80% of the issued and outstanding stock
of D.A.W.  The Board of Directors of D.A.W. is comprised of five members, two
from the minority shareholders and two from the Company and a fifth director
not affiliated with the minority shareholders or the Company.  The fifth seat
on the board is vacant.

                                    13
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
         SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

3.  Restricted Assets and Uncertainties, continued
    -----------------------------------

     As part of this agreement, the Company and the minority shareholders will
not vote any of their shares in favor of, or consent to any merger of D.A.W.
with another entity or any sale of all or substantially all of the assets of
D.A.W. unless 80% of the D.A.W.'s Board of Directors vote in favor of the
transaction.

     The agreement also provides for the operations of the subsidiary,
including cash management, to be managed by the minority shareholders.

     The minority shareholders of D.A.W. have employment agreements which
expire in August 2006.  When the agreements expire, these employees have the
right to require the Company to purchase all or any portion of their shares of
D.A.W.

     The Company and the minority shareholders are presently attempting to
negotiate employment agreements and/or a buy out agreeable to all parties.
There is also no assurance that the Company will be able to successfully
negotiate employment agreements and/or raise the capital necessary to buy out
the minority shareholders.  Should an agreement not be reached, the Company
will be faced with a number of uncertainties:

     1.  If an agreement has not been finalized by August 2006, the minority
shareholders could seek employment elsewhere.  This would, in the short run,
leave no management team for the pharmacies and cause the Company to have to
assemble an entire new management team.

     2.  Five of the location leases are expiring in 2006, including the
largest and most profitable one, which is owned by the mother of D.A.W.'s
president and member of the board of directors of D.A.W.  If an agreement is
not finalized, this lease may not be renewed.

     3.  There is also no assurance that D.A.W. will be able to renew the other
leases at terms acceptable to management.

     There is no assurance that management's business plan will be successful.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.











                                    14

FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                     NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

4.  Other Intangible Assets:
    -----------------------

    Following is a summary of the Company's amortizable intangible assets
relating to the Pharmacy segment at:

    September 30, 2005   Amortization               Accumulated
                         Period (years)   Cost      Amortization      Net
                         -------------    ----      ------------      ---

    Prescription lists         15     $  528,000      $232,520      $295,480
    Non-compete agreements    3-5        750,100       618,014       132,086
                                      ----------      --------      --------
        Totals                        $1,278,100      $850,534      $427,566
                                      ==========      ========      ========


    June 30, 2005        Amortization               Accumulated
                         Period (years)   Cost      Amortization      Net
                         -------------    ----      ------------      ---

    Prescription lists         15     $  528,000      $223,826      $304,174
    Non-compete agreements    3-5        750,100       605,741       144,359
                                      ----------      --------      --------
        Totals                        $1,278,100      $829,567      $448,533
                                      ==========      ========      ========

Aggregate amortization expense for the three months ended September 30,
2005 was $20,967 and $29,302 for the three months ended September 30, 2004.

     Based on the balance of intangible assets at September 30, 2005, the
annual amortization expense for each of the succeeding five years is estimated
to be as follows:
                      Year           Amortization amount
                      ----           -------------------

                      2006                $ 83,000
                      2007                  83,000
                      2008                  83,000
                      2009                  71,000
                      2010                  71,000
                      Thereafter            36,566
                                          --------
                                          $427,566
                                          ========







                                      15
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                     NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

5.  Discontinued operations:
    -----------------------

     The following table shows assets and liabilities of discontinued
operations (fire and police segment) at September 30:

                                              2005          2004
                                              ----          ----
   Accounts receivable                     $      -       $      -
   Inventory                                      -         37,293
   Prepaid expenses and other
     current assets                               -         75,178
   Property, plant and equipment,
     net of accumulated depreciation              -              -
                                           --------       --------
       Total assets                        $      -       $112,471
                                           ========       ========

   Note payable to related party           $      -       $157,543
   Accounts payable                         251,857        278,021
   Accrued expenses and other
     liabilities                             47,292         69,609
                                           --------       --------
       Total liabilities                   $299,149       $505,173
                                           ========       ========

     In 2004, the note payable due to related party of $157,543 was related
to the purchase of a discontinued subsidiary's inventory.  In April 2005, the
Company settled this matter for $100,000, realizing a gain of $57,543, less
income tax of $17,970.  The Company paid $75,000 in cash and $25,000 in
inventory.

6.  Earnings per share:
    ------------------
     The following data show the amounts used in computing earnings per share
and the weighted average number of share of diluted potential common stock
at September 30:
                                                2005            2004
                                                ----            ----
Weighted average number of common
 shares used in basic EPS                    3,978,199       3,784,962
Stock options                                  333,432          41,900
                                             ---------       ---------
Weighted average number of common
 shares used in diluted EPS                  4,311,631       3,826,862
                                             =========       =========

     Certain options were not included in the computation of diluted earnings
per share because the exercise prices of these options were greater than the
average market price of the common shares and the options were therefore
anti-dilutive.
                                       16

FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

7.  Contingencies:
    -------------

     Legal proceedings
     -----------------

     The Company is subject to various legal proceedings and threatened legal
proceedings from time to time as part of its business.  The discontinued
operation has had litigation threatened against it with respect to accounts
payable.  Such entities have not yet determined the likelihood of success of
these potential litigation matters.  The Company does not believe that the
dollar amount of possible damages with respect to any one of the litigation
matters threatened would be material.  Even if these matters were all decided
in a manner adverse to the Company, there would not likely be a material
adverse affect on the Company and its subsidiaries.  Any potential litigation,
regardless of its merits, could result in costs to the Company and divert
management's attention from operations.

8.  Business Segments:
    -----------------

     The Company had two business segments for three months ended September
30: (1) pharmacies and (2) wholesale and retail sales of surgical, medical
equipment and supplies ("medical").  Business segments are determined by the
management approach which analyses segments based on products or services
offered for sale.  Corporate assets include assets of discontinued
operations.
                                          2005          2004
     Net Sales                            ----          ----

          Pharmacies                 $13,272,385   $12,989,359
          Medical                      1,904,064     2,199,252
                                     -----------   -----------
                                     $15,176,449   $15,188,611
                                     ===========   ===========
     Operating income (loss)

          Pharmacies                 $   301,335   $   290,517
          Medical                            656       (25,643)
          Corporate                      (97,666)      (95,503)
                                     -----------   -----------
                                     $   204,325   $   169,371
                                     ===========   ===========
     Identifiable assets

          Pharmacies                 $11,467,398   $11,810,014
          Medical                      1,589,188     1,858,797

          Corporate                      379,566       389,966
                                     -----------   -----------
                                     $13,436,152   $14,058,777
                                     ===========   ===========
                                    17
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
             SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

8.  Business Segments: continued
    -----------------
                                          2005          2004
                                          ----          ----
     Capital expenditures

          Pharmacies                 $    95,298   $   173,296
          Medical                              -        26,808
                                     -----------   -----------
                                     $    95,298   $   200,104
                                     ===========   ===========

     Depreciation and Amortization

          Pharmacies                 $   100,169   $   112,115
          Medical                         17,441        21,908
          Corporate                            -         1,112
                                     -----------   -----------
                                     $   117,610   $   135,135
                                     ===========   ===========

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Results of Operations:
---------------------

     The following discussion provides information with respect to our results
of operations, liquidity, and capital resources on a comparative basis for the
three months ended September 30, 2005 and 2004.

Net Sales.  Total sales for the three months ended September 30, 2005 decreased
by $12,162 to $15,176,449 from $15,188,611 for the three months ended September
30, 2004.

     The following table shows sales by business segment for the three months
ended September 30:

Business Segment                      2005            2004    % increase
----------------                      ----            ----    (decrease)
                                                              ----------
Pharmacies                       $13,272,385     $12,989,359      2.2
Medical                            1,904,064       2,199,252    (13.4)
                                 -----------     -----------
                                 $15,176,449     $15,188,611        -
                                 ===========     ===========

    The pharmacies segment's sales increased $283,026 to $13,272,385 or 2.2%
for the three months ended September 30, 2005 as compared to $12,989,359 for
the three months ended September 30, 2004.  The Company has opened three new
locations whose sales are included in the figures for 2005.  Two of these
locations dispense prescriptions utilizing the 340B program with revenues
                                      18
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------
Net Sales, continued
---------

derived from a fee for each prescription filled.  These sales accounted for
$224,119 of the increase.  The balance of the increase is a mix of increases
from some locations and decreases in others.  Last year a location was
opened to exclusively handle group home business and this has caused a decrease
in the locations from which the sales were shifted.  Eaton is actively pursuing
additional group home business for this location.  The Company expects
prescription volume to increase as baby boomers approach 65 and as the
governmental drug benefits program begins in January of 2006.

    The medical segment's sales decreased $295,188 for the three months ended
September 30, 2005 to $1,904,064 or 13.4% as compared to $2,199,252 for the
three months ended September 30, 2004.  The Maine location's sales decreased
$184,641.  The main reason for this decline was the closing of the Nevada
division in June 2005 due to continuing losses.  Sales for the Nevada location
were $0 for the three months ended September 30, 2005 as compared to $128,565
for the three months ended September 30, 2004.  Over $35,710 was due to
continued pressure from regional and national buying groups which are able
to command larger discounts from manufacturers and are able to offer on-line
purchasing and inventory controls.  Also, increased pressure continues from
larger competitors who offer lower prices.

Gross Profit Margins.  The overall gross profit margins were 23.1% for the
three months ended September 30, 2005 as compared to 21.4% for the same
period in 2004.

     The following is a table of gross profit margin percentages by business
segment for the three months ended September 30:

Business Segment                      2005            2004
----------------                      ----            ----
Pharmacies                            22.4            20.4
Medical                               28.3            27.6

     The pharmacies segment's gross profit margins increased 2.0% to 22.4% for
the three months ended September 30, 2005 as compared to 20.4% for the three
months ended September 30, 2004.  During the period, dispensing fees increased
over $200,000 with no cost of sales resulting in an increase of 2.0% to gross
profit margins.

     The medical segment's gross profit margins increased .7% to 28.3%
for the three months ended September 30, 2005 as compared to 27.6% for the
same period in 2004.  This increase was the result of closing our Nevada
division which generally had lower gross profit margins and raising prices
on the Internet.  This segment continues to experience pressure on its gross
profit margins as described in the net sales section above.
                                       19
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------

Selling, General and Administrative Expenses.  Consolidated selling, general
and administrative expenses increased 7.2% for the three months ended September
30, 2005 to $3,305,695 as compared to $3,082,300 for the three months ended
September 30, 2004.

     The following table shows the breakdown by business segment for the three
months ended September 30:

Business Segment                      2005            2004    % Increase
----------------                      ----            -----   (decrease)

Pharmacies                       $ 2,669,534     $ 2,354,199     13.4
Medical                              538,495         632,598    (14.9)
Corporate                             97,666          95,503      2.3
                                 -----------     -----------
                                 $ 3,305,695     $ 3,082,300      7.2
                                 ===========     ===========

     The pharmacies' selling, general and administrative expenses increased
$315,335 to $2,669,534 or 13.4% for the three months ended September 30, 2005
as compared to $2,354,199 for the three months ended September 30, 2004,
principally because of three new locations have been opened since September
30,2004.  The increases came from increased labor costs of approximately
$172,000, increased advertising by approximately $61,300 resulting from a new
campaign for the Waltham location.  Rent increased $30,000 because of the new
locations.  Store supplies increased approximately $35,000.

     The medical segment's selling, general and administrative expenses
decreased $94,103 or 14.9% to $538,495 for the three months ended September 30,
2005 as compared to $632,598 for the three months ended September 30, 2004.
Approximately $27,400 of the decrease was from the closing of the Nevada
division in June 2005.  Approximately $34,400 of the decrease is directly
related to the decrease in sales.  The medical segment also had approximately
$24,950 in recovery of bad debt expense.

     The Corporate segment's overhead increased by $2,163 or 2.3% to $97,666
for the three months ended September 30, 2005 as compared to $95,503 for the
three months ended September 30, 2004.  This was due to an increase in
compensation expense for stock options issued to employees or non-employee
directors due to the Company adopting SFAS No. 123R, share-based payment of
$11,938 and a decrease in office salaries of approximately $14,500.

Minority Interest.  Minority interest for the pharmacy segment decreased by
$5,720 or 15.1% to $32,099 for the three months ended September 30, 2005 as
compared to $37,819 for the three months ended September 30, 2004.


                                       20
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------

Income Tax Expense.  Income tax expense increased by $23,400 or 34.4% to
$91,400 for the three months ended September 30, 2005 as compared to $68,000
for the three months ended September 30, 2004.

    The following table shows the breakdown of income tax expense by business
segment for the three months ended September 30:

Business Segment                      2005            2004    % Increase
----------------                      ----            ----    (decrease)
Pharmacies                       $   107,000     $    68,000      57.4
Medical                                6,500               -     100.0
Corporate                            (22,100)              -    (100.0)
                                 -----------     -----------
                                 $    91,400     $    68,000      34.4
                                 ===========     ===========

Liquidity and Capital Resources
-------------------------------

     Net cash flows used in operating activities was $650,694 for the three
months ended September 30, 2005 as compared to net cash flows provided by
operating activities of $957,335 for the three months ended September 30, 2004.
The primary uses of cash were to fund operations for our medical and corporate
operations and the pharmacies' accounts receivable and inventory.

     Net cash flows used in investing activities was $81,515 for the three
months ended September 30, 2005 as compared $192,875 for the three months ended
September 30, 2004.

     Net cash flows used in financing activities was $42,512 for three months
ended September 30, 2005 as compared to $46,348 for the three months ended
September 30, 2004.

     At September 30, 2005, cash on a consolidated basis was $1,219,184 as
compared to $1,993,905 at June 30, 2005.  Approximately $926,600 was held by
the pharmacies, $262,000 was held by the parent company and $30,500 was held
by the medical segment.

     Our primary source of liquidity is cash provided from operations.  Our
principal uses of cash are: operations, capital expenditures and repayment of
debt.

     The medical and corporate segments obtained a $300,000 line of credit
which has been renewed until November 2006.  The line of credit is
collateralized by property owned by the subsidiary and is guaranteed by
the Company.  As of the date of this report, the line of credit has not
been used.
                                          21
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                      NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS, continued,

Results of Operations: continued,
---------------------

Liquidity and Capital Resources, continued
-------------------------------

     At September 30, 2005, accounts receivable was $4,270,802 as compared to
$4,394,637 at June 30, 2005.  Accounts receivable has decreased due to
increased collections from the pharmacy segment and the medical segment's
decrease in sales.

     At September 30, 2005, debt was $172,763 as compared to $215,275 at June
30, 2005.  Our debt has decreased due to pay down on existing debt.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

Interest Rate Risk.

  Cash:  Our cash is in checking accounts.

Investment Securities:

Cash as of September 30, 2005 was $1,219,184.

  Debt: Our debt is not subject to market risk and fluctuations because all of
the debt has fixed maturity dates and fixed interest rates.  The difference
between the Company's carrying amount and fair value of its long-term debt was
immaterial at September 30, 2005.

     We do not have any material risk with respect to changes in foreign
currency exchange rates, commodities prices or interest rates.  We do not
believe that we have any other relevant market risk with respect to the
categories intended to be discussed in this item of this report.

Item 4.  Controls and Procedures
         -----------------------

     The Company's management evaluated, with the participation of its
principal executive officer and principal financial officer, the effectiveness
of the design and operation of its disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934) as of the end of the period covered by this report.  Based on such
evaluation, the principal executive officer and principal financial officer of
the Company concluded that its disclosure controls and procedures are designed
to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and regulations of the Securities and Exchange Commission and is
operating in an effective manner.
                                    22
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

Item 4.  Controls and Procedures, continued
         -----------------------

     No change in the Company's internal control over financial reporting (as
defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of
1934) occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, its internal control
over financial reporting.

                            PART II - Other Information

Item 1.  Legal Proceedings

     We are not a party to any material litigation.

     However, recently, the discontinued operation has had litigation
threatened against it with respect to accounts payable.  Such entities have not
yet determined the likelihood of success of these potential litigation matters.
The Company does not believe that the dollar amount of possible damages with
respect to any one of the litigation matters threatened would be material.
Even if these matters were all decided in a manner adverse to the Company,
there would not likely be a material adverse affect on the Company and
its subsidiaries.

     It should be noted that the immediately preceding paragraph describes
litigation which has been threatened but for which no complaint has been filed
against the Company or any of its subsidiaries.  It is possible that no suit
will be filed with respect to these matters.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

     The foregoing equity repurchases by the Company during the fiscal quarter
ended September 30, 2005 have been reflected as follows:

                        ISSUER PURCHASES OF EQUITY SHARES
                                                             (d)Maximum Number
                                                               (or) Approximate
                                                                Dollar Value)
                                            c) Total Number of  of Shares that
                                           Shares Purchased as     May Yet Be
                                              Part of Publicly  Purchased Under
For the Period (a)Total Number of (b)Average Price Announced Plans the Plans or
Ended(2005)    Shares Purchased   Paid Per Share    or Programs      Programs
-----------    ----------------   --------------    -----------      --------
July l - 31                0        $ -                0              148,000
August 1 - 31              0        $ -                0              148,000
September 1 - 30           0        $ -                0              148,000

     On May 12, 2003, the Company announced that the Board of Directors of the
Company had authorized the repurchase of up to 150,000 shares of the Company's
outstanding common stock from time-to-time in open market transactions at
prevailing market prices.  There was no expiration date established for this
repurchase plan.  As of the date of this report, the plan has not been
terminated.                          23
FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES

                    PART II - Other Information, continued

Item 3.  Defaults Upon Senior Securities                          None

Item 4.  Submissions of Matters to a Vote of Security Holders     None

Item 5.  Other Information                                        None

Item 6.  Exhibits


         Exhibit 31.1  Certification Pursuant to Rules 13a-14(a) and 15d-14(a)
                       of the Securities Exchange Act of 1934 and Section 302
                       of the Sarbanes-Oxley Act of 2002 by Principal Executive
                       Officer and Principal Financial and Accounting Officer.

         Exhibit 32.1  Certification Pursuant to 18 U.S.C. Section 1350, as
                       Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                       Act of 2002 by President, Chief Executive Officer and
                       Chief Financial Officer.
































                                    24

FORM 10-Q/A        NYER MEDICAL GROUP, INC.  000-20175       SEPTEMBER 30, 2005
                       NYER MEDICAL GROUP, INC. AND SUBSIDIARIES
                                    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.
                                     Registrant



  Date:  January 29, 2007            By:/s/ Karen L. Wright
                                            Karen L. Wright, President,
                                     Principal Executive Officer,
                                     Chief Executive Officer,
                                     Principal Financial and Accounting
                                     Officer and Chief Financial
                                     Officer





























                                       25




EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Karen L. Wright, certify that:
   1.  I have reviewed this quarterly report on Form 10-Q/A Amendment No. 1 of
        Nyer Medical Group, Inc.;
   2.  Based on my knowledge, this report does not contain any untrue statement
       of a material fact or omit to state a material fact necessary to make
       the statements made, in light of the circumstances under which such
       statements were made, not misleading with respect to the period covered
       by this report;
   3.  Based on my knowledge, the financial statements, and other financial
       information included in this report, fairly present in all material
       respects the financial condition, results of operations and cash flows
       of the registrant as of, and for, the periods presented in this report;
   4.  The registrant's other certifying officer(s) and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
       registrant and have:
        (a) Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this report is being prepared;
        (b) Evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and
        (c) Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            fiscal quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and
   5.  The registrant's other certifying officer(s) and I have disclosed, based
       on our most recent evaluation of internal control over financial
       reporting, to the registrant's auditors and the audit committee of the
       registrant's board of directors (or persons performing the equivalent
       functions):
        (a) All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and
        (b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.
Date:  January 29, 2007
 /s/ Karen L. Wright
     Karen L. Wright
     President
     (Principal Executive Officer)
     Vice President - Finance     (Principal Financial and Accounting Officer)
                                       26

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Nyer Medical Group, Inc. (the
"Company") on Form 10-Q/A Amendment No. 1 for the quarter ended September 30,
2005, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), I, Karen L. Wright, President, Chief Executive Officer and
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that to the best of my knowledge:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Date:  January 29, 2007

/s/ Karen L. Wright
    Karen L. Wright,
    President, Chief Executive Officer
    and Chief Financial Officer

























                                       27