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


                         FORM 10-K/A AMENDMENT NUMBER 1


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        SUBURBAN OSTOMY SUPPLY CO., INC.
             (Exact name of registrant as specified in its charter)


 
                                                         
MASSACHUSETTS                           5047                         04-2675674
(State or other jurisdiction of    (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)     Classification Code Number)     Identification No.)

                              75 OCTOBER HILL ROAD
                              HOLLISTON, MA 01746
                                 (508) 429-1000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: NONE

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

         Title of each class           Name of each exchange on which registered
Common Stock, no par value per share                    NASDAQ


     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 and (2) has been subject to such filing
requirements for the past 90 days.      Yes            No      X

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy  or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    [X]

     The aggregate market value of shares held by non-affiliates of the
registrant as of November 22, 1996 was $58,755,920.  10,415,750 shares of the
Common Stock of Suburban Ostomy Supply Co. Inc., no par value, were outstanding
on November 22, 1996.

 
                                   SIGNATURES


     Pursuant to the requirements of the section 13 or 15(d) 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.



April 29, 1997

                    By: /s/ Donald H. Benovitz
                       -------------------------------------------------
                        Donald H. Benovitz
                        President and Director

April 29, 1997

                    By: /s/ Stephen N. Aschettino
                       ----------------------------------------------------
                        Stephen N. Aschettino
                        Vice President, Chief Financial Officer and Treasurer
                        (Principal Financial and Accounting Officer)