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

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                            (Amendment No. 1)*

                                 OSMONICS, INC.
                                (Name of Issuer)


                                  COMMON STOCK
                         (Title of Class of Securities)


                                688 350 107 000
                                 (CUSIP Number)

         DONALD T. BRAY, 4281 WEISE RD., CARSON CITY, NEVADA 89702-0405
          (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                 NOVEMBER 20, 1996
            (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. ___

Check the following box if a fee is being paid with the statement ___. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                                  SCHEDULE 13D

CUSIP NO. 68835010700

1.   NAME OF REP0RTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Donald T. Bray, Trustee of the Donald T. Bray Trust dated April 8, 1992
     Social Security Number:  ###-##-####

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  ____
     (b)  ____

3.   SEC USE ONLY

4.   SOURCE OF FUNDS*    

     PF

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
     ITEMS 2(d) or 2(e):  _____

6.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER

     710,946

8.   SHARED VOTING POWER

     137,106

9.   SOLE DISPOSITIVE POWER

     710,946

10.  SHARED DISPOSITIVE POWER

     137,106

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     858,053

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

     _____

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     5.8%

14.  TYPE OF REPORTING PERSON*

     IN

                      *SEE INSTRUCTIONS BEFORE FILING OUT*
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


Item 1.   Security and Issuer:

Title and class of equity securities to which the statement relates:

     Common Stock

Name and Address of the Principal Executive Offices of the Issuer:

     Osmonics, Inc. 
     5951 Clearwater Drive
     Minnetonka, MN 55343

Item 2.   Identity and Background

     (a)  Name:

     Donald T. Bray

     (b)  Address:

     4281 Weise Rd. 
     Carson City, 
     Nevada 89702-0405

     (c)  Occupation and Principal Business Address:
 
     Business Consultant
     DTB Consulting Services, Inc.
     4281 Weise Road
     Carson City, Nevada  89702-0405

     (d)  Whether  or not,  during  the  last  five  years,  Mr.  Bray  has been
          convicted in a criminal  proceeding  (excluding  traffic violations or
          similar  misdemeanors)  and, if so, the dates,  nature of  conviction,
          name and location of court, and penalty imposed,  or other disposition
          of the case:

          Mr.  Bray  has not,  during  the last 5  years,  been  convicted  in a
          criminal   proceeding   (excluding   traffic   violations  or  similar
          misdemeanors).



     (e)  Whether nor not, during the last five years, Mr. Bray was a party to a
          civil  proceeding  of a judicial or  administrative  body of competent
          jurisdiction and as a result of such proceeding was or is subject to a
          judgment,  decree or final order  enjoining  future  violations of, or
          prohibiting  or  mandating  activities  subject  to,  federal or state
          securities  laws or finding any  violation  with respect to such laws;
          and, if so,  identify and describe such  proceedings and summarize the
          terms of such judgment, decree or final order:

          Mr.  Bray has not,  during  the last 5 years,  been a party to a civil
          proceeding  of  a  judicial  or   administrative   body  of  competent
          jurisdiction which, as a result of such proceeding,  was or is subject
          to a judgment, decree or final order enjoining future violations of or
          prohibiting  or  mandating  activities  subject  to,  federal or state
          securities laws or found any violation with respect to such laws.

     (f)  Citizenship:

          United States

Item 3.   Source and Amount of Funds or Other Consideration:

          Mr.  Bray  received  his  shares  as  a  result  of a  merger  between
          Desalination Systems, Inc. and Osmonics, Inc. Prior to the merger, Mr.
          Bray was the principal Stockholder of Desalination Systems, Inc.

Item 4.   Purpose of Transaction:

          The  transaction  requiring  this  report was the sale by Mr.  Bray of
          150,000  shares of Common Stock of Osmonics,  Inc.  


Item 5.   Interest in Securities of the Issuer:

          (a)  The aggregate number of shares of Common Stock beneficially owned
               by Mr.  Bray is  858,053  which  represents  5.8%  of the  total
               outstanding  shares of Common  Stock of the  issuer.  The  number
               858,053  includes  314,214  options to  purchase  Osmonics,  Inc.
               Common Stock and 157,107 shares owned by Julianne LaFrankie Bray,
               wife of Donald T. Bray, as her separate property and in which Mr.
               Bray disclaims any beneficial interest.

               Mr.  Bray is a party  to a  Registration  Rights  Agreement  with
               Osmonics, Inc. whereby Osmonics, Inc. is obligated to maintain an
               effective registration statement for the shares owned by Mr. Bray
               for a period of three years.  Mr. Bray also has certain piggyback
               rights under the Registration Rights Agreement.

          (b)  Mr.  Bray has the sole power to vote or direct the vote,  and the
               sole power to dispose or direct the  disposition of the shares of
               Common Stock held by him.

          (c)  Other  than the  receipt  of the  shares of  Common  Stock in the
               merger  and the sale of 150,000  shares,  no  transactions  in 
               the Common Stock of the issuer have been effected  during the 
               past 60 days by Mr. Bray.

          (d)  Mr.  Bray has the right to  receive  and the right to direct  the
               receipt of the  benefits  of  dividends  from the Company and the
               proceeds from any sale of the Company's Common Stock.

Item 6.   Contracts, Arrangements, Understandings or Relationships with
          Respect to the Securities of the Issuer:

          Registration Rights Agreement between Osmonics, Inc. and Mr. Bray.

Item 7.   Material to be Filed as Exhibits.

          None


After reasonable inquiry and to the best of my knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.


                                         November 21, 1996

                                         /s/ Donald T. Bray
                                         Donald T. Bray