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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

   (Mark One)

    X   Quarterly report pursuant to Section 13 or 15(d) of the Securities 
   ---  Exchange Act of 1934
   

   For the quarterly period ended September 30, 1996 or

        Transition report pursuant to Section 13 or 15(d) of the Securities 
   ---  Exchange Act of 1934

   For the transition period from      to
                                  ----     -----

   Commission file number 0-20046

                               RESOUND CORPORATION

             (Exact name of Registrant as specified in its charter)

               California                             77-0019588
        (State of Incorporation)                   (I.R.S. Employer
                                                    Identification No.)

        220 Saginaw Drive, Seaport Centre, Redwood City, California 94063
                    (Address of principal executive offices)

                                 (415) 780-7800
                         (Registrant's telephone number)

        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 
                                   ---     ---

        The number of shares of Registrant's common stock issued and outstanding
as of September 30, 1996 was 19,360,472 shares.
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        The undersigned Registrant hereby amends the following item of its
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1996, 
as set forth below.

        The Registrant is refiling Exhibits 10.26 and 10.28 to its Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1996 in order to
disclose additional information which had previously been omitted for
confidentiality purposes.

        The page numbers appearing at the bottom of each of the following pages
are the same as those used with respect to the Quarterly Report on Form 10-Q
being amended hereby.
























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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

               Exhibit 10.26+ AudioLogic Hearing Systems L.P. Amended and
                    Restated Agreement of Limited Partnership dated as of 
                    September 30, 1996.
               Exhibit 10.27* Series C Convertible Preferred Stock and Common
                    Stock Purchase Agreement dated September 30, 1996.
               Exhibit 10.28+ Licensing and Distribution Agreement
                    by and among AudioLogic, Inc., GN Danavox AS, 
                    ReSound Corporation and AudioLogic Hearing Systems, L.P. 
                    dated September 30, 1996.
               Exhibit 10.29*  The Assignment Agreement between ReSound 
                    Corporation and K/S HIMPP,25.
               Exhibit 11.1* Statement of computation of net income (loss) per
                    share 
               Exhibit 27* Financial data schedule

(b)     Report on Form 8-K

        The Company filed a Report on Form 8-K with the Securities and Exchange
        Commission on July 15, 1996 (as amended and filed on September 12, 1996)
        with respect to the acquisition of certain assets of the hearing health
        business activity of 3M.

- ----------------

+ Confidential treatment requested
* Previously filed




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                                   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.

                                    RESOUND CORPORATION



                                    /s/ Paul A. Busse
                                    -----------------------------
                                    Paul A. Busse
                                    Sr. Vice President Finance & Administration,
                                    Chief Financial Officer
                                    (Principal Financial Officer)



Date:  March 10, 1997


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