SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
   
                                    FORM 10-K/A
    

 [X]      Annual report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934 (Fee Required) For the fiscal
          year ended January 27, 1996.

 [  ]     Transition report pursuant to Section 13 or 15(d) of the 
          Securities Exchange Act of 1934 (No FeE Required)

 For the transition period from                     to
 Commission file number

                             Brendle's Incorporated
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

        North Carolina                               56-497852
(STATE OR OTHER JURISDICTION OF            (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

  1919 North Bridge Street, Elkin, North Carolina                  28621
- ------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)

                                 (910) 526-5600
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

         Title of Each Class                Name of Each Exchange
                                            on Which Registered


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

                     Common Stock, $1.00 par value per share
                                (TITLE OF CLASS)

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 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|