SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:

[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 204.14a-12

SUBURBAN OSTOMY SUPPLY CO., INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11: (Set forth the amount on which the filing fee is calculated and
state how it was determined.)

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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SUBURBAN OSTOMY SUPPLY CO., INC.

NOTICE OF THE 1996 SPECIAL MEETING IN LIEU OF
ANNUAL MEETING OF STOCKHOLDERS

FEBRUARY 19, 1997

To the Stockholders:

The 1996 Special Meeting in Lieu of Annual Meeting of the Stockholders of
SUBURBAN OSTOMY SUPPLY CO., INC. will be held on Wednesday, February 19, 1997,
at 10:00 a.m. at the offices of Hutchins, Wheeler & Dittmar, 101 Federal
Street, Boston, Massachusetts, for the following purposes:

1. To elect Joseph F. Trustey as a Director, to serve for a term of three
years.

2. To amend the Company's Bylaws to change the date on which the
Company's annual meeting of stockholders shall be held.

3. To consider and act upon any other business which may properly come
before the meeting.

The Board of Directors has fixed the close of business on January 15, 1997,
as the record date for the meeting. All stockholders of record on that date
are entitled to notice of and to vote at the meeting.

PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED,
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.

By order of the Board of Directors

STEPHEN N. ASCHETTINO, Clerk

Holliston, Massachusetts
January , 1997

SUBURBAN OSTOMY SUPPLY CO., INC.
PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Suburban Ostomy Supply Co., Inc. (the
"Corporation"), for use at the 1997 Special Meeting in lieu of Annual Meeting
of Stockholders to be held on Wednesday, February 19, 1997, at the time and
place set forth in the notice of the meeting, and at any adjournments thereof.
The approximate date on which this Proxy Statement and form of proxy are first
being sent to stockholders is on or about January 15, 1997.

If the enclosed proxy is properly executed and returned, it will be voted in
the manner directed by the stockholders. If no instructions are specified with
respect to any particular matter to be acted upon, proxies will be voted in
favor thereof. Any person giving the enclosed form of proxy has the power to
revoke it by voting in person at the meeting, or by giving written notice of
revocation to the Clerk of the Corporation at any time before the proxy is
exercised.

The holders of a majority in interest of all Common Stock issued,
outstanding, and entitled to vote are required to be present in person, or be
represented by proxy at the Meeting in order to constitute a quorum for the
transaction of business. The election of the nominee for Director will be
decided by plurality vote. The affirmative vote of the holders of at least a
majority of the shares of Common Stock voting in person or by proxy at the
meeting are required to approve all other matters listed in the notice of
meeting.

The Corporation will bear the cost of the solicitation. It is expected that
the solicitation will be made primarily by mail, but regular employees or
representatives of the Corporation (none of whom will receive any extra
compensation for their activities) may also solicit proxies by telephone,
telegraph, and in person, and arrange for brokerage houses and other
custodians, nominees, and fiduciaries to send proxies and proxy materials to
their principals at the expense of the Corporation.

The Corporation's principal executive offices are located at 75 October Hill
Road, Holliston, Massachusetts 01746, telephone number (508) 429-1000.

RECORD DATE AND VOTING SECURITIES

Only stockholders of record at the close of business on January 15, 1997,
are entitled to notice of and to vote at the meeting. On that date, the
Corporation had, outstanding and entitled to vote, 10,415,750 shares of Common
Stock, no par value per share. Each outstanding share of the Corporation's
Common Stock entitles the record holder to one vote.

ELECTION OF DIRECTORS

Pursuant to the Restated Articles of Organization of the Corporation, as
amended, and Massachusetts law, the Board of Directors is divided into three
classes, with each class as nearly equal in number as possible. One class is
elected each year for a term of three years. It is proposed that the nominee
listed below, whose term expires at this meeting, be elected to serve a term
of three years and until his successor is duly elected and qualified, or until
he sooner dies, resigns, or is removed. The Corporation presently has a Board
of Directors of four members.

The persons named in the accompanying proxy will vote, unless authority is
withheld, for the election of the nominees named below. In the event that the
nominee(s) should become unavailable for election, which is not anticipated,
the persons named in the accompanying proxy will vote for such substitute
nominee(s) as the Board of Directors may recommend. The nominees are not
related to any Executive Officer of the Corporation or its subsidiaries.

Nominees. Set forth below is the nominee for election as Director and
certain information about him.

YEAR FIRST
ELECTED A POSITION WITH THE CORPORATION OR PRINCIPAL
NAME OF NOMINEE AGE DIRECTOR OCCUPATION DURING THE PAST FIVE YEARS
--------------- --- ---------- ------------------------------------------

Nominated for a term
ending in 2000:
Joseph F. Trustey....... 34 1995 General Partner of Summit Partners, a
venture capital firm since January
1996. Vice President of Summit
Partners from December 1994 until
January 1996. Prior to that, strategy
consultant with Bain & Co., Inc.

Other Directors. Set forth below are the Corporation's other directors and
certain information about them.

Serving a term ending in
1998:
Donald H. Benovitz...... 55 1987 President and Chief Operating Officer
of the Company since 1997
Serving a term ending in
1999:
Herbert P. Gray......... 62 1977 Chairman of the Board of Directors and
Chief Executive Officer of the Company
since 1979
Martin J. Mannion....... 37 1995 General Partner of Summit Partners
since 1987. Director of numerous
private companies.

INFORMATION CONCERNING THE BOARD OF DIRECTORS

During fiscal 1996, there were four meetings of the Board of Directors of
the Corporation. All of the Directors attended at least 75% of the aggregate
of (i) the total number of meetings of the Board of Directors and (ii) the
total number of meetings held by committees of the Board of Directors on which
they served. The Board of Directors does not have a nominating committee or a
compensation committee.

The Audit Committee of the Board of Directors reviews, with the
Corporation's independent auditors, the scope of the audit for the year, the
results of the audit when completed, and the independent auditors' fees for
services performed. The Audit Committee also recommends independent auditors
to the Board of Directors and reviews, with management, various matters
related to its internal accounting controls. The present members of the Audit
Committee are Martin J. Mannion and Joseph F. Trustey, both of whom became
members of the Audit Committee in June 1996. The Audit Committee was formed in
1996 in anticipation of the Corporation's initial public offering.

SECURITY OWNERSHIP OF PRINCIPAL HOLDERS OF
VOTING SECURITIES, DIRECTORS, AND OFFICERS

The following information is furnished as of January 15, 1997 with respect
to Common Stock of the Corporation beneficially owned, within the meaning of
Rule 13d-3, by any person who is known by the Corporation to be the beneficial
owner of more than five percent of any class of voting securities of the
Corporation, by all Directors of the Corporation and nominees, by all
executive officers of the Corporation and by all Directors and executive
officers of the Corporation as a group. Unless otherwise indicated, the named
individuals held sole voting and investment power over the shares listed
below.

NAME AND ADDRESS OF BENEFICIAL OWNER AND AMOUNT AND NATURE OF PERCENT
NAME OF DIRECTOR(8) TITLE OF CLASS BENEFICIAL OWNERSHIP OF CLASS
- ---------------------------------------- -------------- -------------------- --------

Herbert P. Gray(1)................ Common Stock 681,993 6.5%
Donald H. Benovitz(2)............. Common Stock 320,329 3.1%
Stephen N. Aschettino(3).......... Common Stock 98,161 *
Patrick Bohan(4).................. Common Stock 129,166 1.2%
John Manos(5)..................... Common Stock 51,061 *
Martin J. Mannion(6).............. Common Stock 3,937,831 37.8%
Joseph F. Trustey(6).............. Common Stock 3,937,831
All Directors and officers as a
group (10 persons)............... Common Stock 5,135,875(7) 49.1%
========= ====

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* Less than 1.0%

(1) Includes options currently exercisable to purchase 9,293 shares of Common
Stock and 33,634 shares as to which the beneficial owner has voting power as
trustee for two separate trusts.
(2) Includes options currently exercisable to purchase 6,196 shares of Common
Stock and 33,634 shares as to which the beneficial owner has investment
power as trustee for two separate trusts..
(3) Includes options currently exercisable to purchase 20,661 shares of Common
Stock.
(4) Includes options currently exercisable to purchase 82,666 shares of Common
Stock.
(5) Includes options currently exercisable to purchase 7,745 shares of Common
Stock.
(6) Reflect the shares held by Summit Ventures III, L.P., Summit Investors II,
L.P. and Summit Subordinated Debt Fund, L.P., in each of which this
beneficial owner is a general partner. The beneficial owner disclaims
beneficial ownership of these shares.
(7) Included in this figure are 23,234 shares purchasable by certain officers
and Directors under options presently exercisable.
(8) The address of each beneficial owner is Suburban Ostomy Supply Co., Inc.,
75 October Hill Road, Holliston, MA 01746.

BOARD OF DIRECTORS
REPORT ON EXECUTIVE COMPENSATION

The Corporation's executive compensation is supervised by the Board of
Directors. Compensation paid to the Corporation's executive officers is
intended to reflect the responsibility associated with each executive's
position, the past performance of the specific executive, the goals of
management, and the profitability of the Corporation.

Executive compensation is designed to be competitive within the wholesale
distribution industry and other companies of comparable size and in order to
attract and retain talented and motivated individuals in key positions.
Compensation in any particular case may vary from any industry average on the
basis of annual and long-term Corporation performance, as well as individual
performance. The Board of Directors will exercise its discretion to set
compensation where, in its judgment, external or individual circumstances
warrant it. The compensation of Mr. Gray, Chief Executive Officer of the
Corporation, was based upon an employment agreement between the Corporation
and Mr. Gray. Although Mr. Gray's compensation is not directly tied to any
particular measurement of the financial performance of the Corporation during
the Corporation's fiscal year, the Board of Directors does exercise discretion
in assessing the Corporation's performance and adjusting the compensation of
the Chief Executive Officer accordingly.

The Corporation utilizes a compensation system comprised of base salaries,
annual bonuses, and stock option awards.

The Board of Directors reviews executive officer compensation annually.

Executive officers are eligible to receive quarterly cash bonuses upon
achievement of predetermined performance targets.

The Board of Directors may award stock options under the Corporation's 1995
Stock Option Plan to executive officers and their employees of the
Corporation. Stock options under each of these plans are designed to provide
incentive to the Corporation's employees to increase the market value of the
Corporation's stock, thus linking corporate performance and stockholder value
to executive compensation.

1995 Stock Option Plan. The 1995 Plan provides for the granting of
"incentive stock options," as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), and non-qualified stock options, each
in such amounts, on such terms, and to such officers and other employees of
the Corporation as the administrators of the 1985 Plan, in accordance with the
terms of the 1985 Plan, may select. The 1985 Plan is administered by the Board
of Directors. A total of 665,570 shares of Common Stock are reserved for
issuance pursuant to the 1995 Plan. As of January 15, 1997, options to
purchase an aggregate of 620,000 shares of Common Stock have been granted to
five executive officers of the Corporation, two of whom are directors of the
Corporation, at an exercise price of $.81 per share. In addition, options to
purchase an aggregate of 29,450 shares of Common Stock have been granted to a
number of employees of the Corporation, none of whom are directors of the
Corporation, at an exercise price of $1.62 per share. These options vest 20%
per year for the first two years after grant and at 12% per year thereafter,
and are intended to be "incentive stock options," as defined in Section 422 of
the Code.

The 1995 Plan will terminate on July 3, 2005, but the Board of Directors
may, at any time, terminate, modify, or amend the 1995 Plan; provided,
however, that the Board of Directors may not, without the approval of the
Stockholders of the Corporation, increase the maximum number of shares for
which options may be granted, change the designation of the class of persons
eligible to receive options under the 1995 Plan, or make any other change in
the 1995 Plan which requires stockholder approval under applicable law or
regulations.

BOARD OF DIRECTORS

Herbert P. Gray
Donald H. Benovitz
Martin J. Mannion
Joseph F. Trustey

BOARD OF DIRECTORS INTERLOCKS
AND INSIDER PARTICIPATION

Messrs. Gray, Benovitz, Mannion and Trustey served as members of the Board
of Directors during all of fiscal 1996 and participated in Board of Directors'
deliberations on executive compensation. Mr. Gray served as Chief Executive
Officer and Chairman of the Board of the Corporation during fiscal 1996.
Neither Mr. Mannion nor Mr. Trustey was an officer or employee of the
Corporation or any of its subsidiaries during fiscal 1996.

EXECUTIVE OFFICERS OF THE CORPORATION

Information required by Item 7(b) of Schedule 14A with respect to executive
officers of the Corporation is set forth below. The executive officers of the
Corporation are elected annually by the Board of Directors and hold office
until their successors are elected and qualified, or until their earlier
removal or resignation.

Herbert P. Gray, 62, has been the Chairman of the Board and Chief Executive
Officer of the Corporation since 1979.

Donald H. Benovitz, 55, has been the President and Chief Operating Officer
of the Corporation since 1987. Prior to his employment with the Corporation,
Mr. Benovitz worked for Medi-Mart Drug Stores, a regional drug store chain,
serving in various capacities, including Vice President of Corporate Pharmacy
Operations and President.

Stephen N. Aschettino, 47, has been the Vice President and Chief Financial
Officer of the Corporation since 1991 and Vice President, Treasurer and Clerk
since 1992. Prior to that time he served as Vice President and General manager
for Woodcraft Supply Company, a national direct marketer and distributor of
specialty woodworking tools and equipment.

Patrick Bohan, 40, joined the Corporation as Vice President of Sales and
Marketing in 1990. Prior to that time, he was Vice President of Sales and
Marketing for H. L. Moore, a national direct marketing wholesaler of
pharmaceuticals, over-the-counter and home health care products.

John Manos, 40, has been the Vice President of Management Information
Systems and Operations of the Corporation since 1992. Prior to that time, Mr.
Manos served as Director of management Information Systems at National Medical
Care, a division of W. R. Grace.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by or
paid to the Corporation's Chief Executive Officer and each of the
Corporation's executive officers (other than the Chief Executive Officer)
whose total annual salary and bonus exceeded $100,000 for all services
rendered in all capacities to the Corporation and its subsidiaries for the
Corporation's three fiscal years ended August 31, 1996.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- ------------
SECURITIES ALL OTHER
FISCAL OTHER ANNUAL UNDERLYING COMPENSATION
NAME YEAR SALARY ($) BONUS ($) COMPENSATION OPTIONS (#) ($)(1)
---- ------ ---------- --------- ------------ ------------ ------------

Herbert P. Gray......... 1996 150,000(2) 60,000 2,393 -- --
1995 324,722(2) -- -- 186,000 --
1994 366,000(2) 54,000 -- -- --
Donald B. Benovitz...... 1996 195,000(2) 78,000 1,081 -- --
1995 192,907(2) -- -- 124,000 --
1994 195,000(2) 1,836,695 -- -- --
Stephen N. Aschettino... 1996 115,000 71,000 -- -- --
1995 115,000 -- -- 115,000 --
1994 115,000 385,079 -- -- --
Patrick Bohan........... 1996 130,000 52,000 -- -- --
1995 130,000 -- -- -- --
1994 130,000 440,459 -- -- --
John G. Manos........... 1996 100,000 50,000 -- -- --
1995 100,000 300,000(3) -- -- --
1994 93,462 83,695 -- -- --

- --------

(1) Does not include other benefits that did not exceed inthe aggregate
$50,000 or 10% of total annual salary and bonus reported for the named
executive officer.
(2) Does not include compensation paid to the spouses of Messrs. Gray and
Benovitz, each of whom is an employee of the Company.
(3) Bonus paid by the Company to Mr. Manos at the time of the Company's July
3, 1995 Recapitalization with proceeds from capital contributions from
certain stockholders.

The Company made no grant of options to purchase its common stock to any of
its officers or directors during fiscal 1996.

OPTION GRANTS IN LAST FISCAL YEAR

There were no option grants in fiscal 1996 to the named executive officers.

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND 8/31/96 OPTION VALUES

The following table provides information on the value of the named executive
officer's option exercises in fiscal 1996 and unexercised options as of August
31, 1996.

NUMBER OF UNEXERCISED VALUE OF IN-THE-MONEY
OPTIONS AT 8/31/96 OPTIONS AT 8/31/96(1)
------------------------- -------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------

John Manos ............. 7,750
Vice President of Man-
agement 15,500 $260,167 12,927 118,823 $144,654 $1,329,629
Information Systems

- --------
(1) Value of unexercised stock options represents the difference between the
exercise price of the stock options and an assumed market price at $12.00
per share on August 31, 1996.

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed Arthur Andersen LLP as independent
auditors to examine the consolidated financial statements of the Corporation
and its subsidiaries for the fiscal year ending August 31, 1996.

The Board of Directors engaged Arthur Andersen LLP, certified public
accountants, as independent auditors to examine the consolidated financial
statements of the Corporation and its subsidiaries for the fiscal year ending
August 31, 1996. A representative of Arthur Andersen LLP is expected to be
present at the meeting and will have the opportunity to make a statement, if
he or she so desires, and to respond to appropriate questions.

COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and Directors, and persons owning more than 10% of the
outstanding Common Stock of the Corporation, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
Directors, and greater than 10% holders of Common Stock are required, by SEC
regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.

Based solely on copies of such forms furnished, as provided above, the
Corporation believes that during fiscal 1996, there was compliance with all
Section 16(a) filing requirements applicable to its officers, Directors and
owners of greater than 10% of its Common Stock.

DEADLINES FOR SUBMISSION OF
STOCKHOLDER PROPOSALS

Under regulations adopted by the Securities and Exchange Commission, any
proposal submitted for inclusion in the Corporation's Proxy Statement relating
to the Annual Meeting of Stockholders to be held in 1998 must be received at
the Corporation's principal executive offices in Holliston, Massachusetts, on
or before December 16, 1997. Receipt by the Corporation of any such proposal
from a qualified stockholder in a timely manner will not ensure its inclusion
in the proxy material because there are other requirements in the proxy rules
for such inclusion.

OTHER MATTERS

Management knows of no matters that properly may be and are likely to be
brought before the meeting other than the matters discussed herein. However,
if any other matters properly come before the meeting, the persons named in
the enclosed proxy will vote in accordance with their best judgment.

The cost of this solicitation will be borne by the Corporation. It is
expected that the solicitation will be made primarily by mail, but regular
employees or representatives of the Corporation (none of whom will receive any
extra compensation for their activities) also may solicit proxies by
telephone, telegraph, and in person, and arrange for brokerage houses and
other custodians, nominees, and fiduciaries to send proxies and proxy material
to their principals, at the expense of the Corporation.

10-K REPORT

THE CORPORATION WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A
COPY OF AN ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE CORPORATION'S MOST RECENT FISCAL YEAR, WITHOUT CHARGE, UPON
RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST SHOULD BE SENT TO
STEPHEN N. ASCHETTINO, CHIEF FINANCIAL OFFICER, SUBURBAN OSTOMY SUPPLY CO.,
INC., 75 OCTOBER HILL ROAD, HOLLISTON, MASSACHUSETTS 01746.

VOTING PROXIES

The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative vote on any proposal, the shares
represented by such proxies will be voted in favor of the Board of Directors'
recommendations.

By order of the Board of Directors

Stephen N. Aschettino

Holliston, Massachusetts
January 17, 1997