FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


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


           Massachusetts                                      04-2675674
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(State of incorporation or organization)               (I.R.S. Employer ID No.)


                  75 October Hill Road, Holliston, MA  01746
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              (Address of principal executive offices) (Zip Code)


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


 Title of each class           Name of each exchange on which
 to be so registered           each class is to be registered
 -------------------           ------------------------------


 None                          N/A

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box.[_]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instructions A(c)(2), please check the following box.[_]

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


                     Common Stock, no par value per share
                     ------------------------------------
                               (Title of Class)

 
Item 1.    Description of Registrant's Securities to be Registered.

  The information set forth in the Section entitled "Description of Capital
Stock" in the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission (File No. 333-6621), as amended, including
any form of the prospectus contained therein filed by the Company pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Registration
Statement"), which is incorporated herein by reference.

Item 2.    Exhibits.

  a.       Specimen Certificate for shares of Common Stock (Incorporated herein
           by reference to Exhibit 4.1 to the Registration Statement).

  b.       Rights of Holders.

        (i)       Restated Articles of Organization, as amended, of Registrant
                  to be effective on or about the effectiveness of the
                  Registration Statement (Incorporated herein by reference to
                  Exhibit 3.3 to the Registration Statement).

       (ii)       Amended and Restated By-Laws of Registrant to be effective on
                  or about the effectiveness of the Registration Statement
                  (Incorporated herein by reference to Exhibit 3.4 to the
                  Registration Statement).

 


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                                   SIGNATURE

  Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized on this 9th of October,
1996.

                                        Registrant:
                                        Suburban Ostomy Supply Co., Inc.



                                        By: /s/ Stephen N. Aschettino
                                            -------------------------
                                            Stephen N. Aschettino
                                            Chief Financial Officer


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