10QSB/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-QSB/A


[X]      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                         For the quarterly period ended
                                  June 30, 1996


                         Commission file number: 0-18933

                          Rochester Medical Corporation
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

        Minnesota                                                41-1613227
(STATE OR OTHER JURISDICTION OF                                (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

                1500 Second Avenue N. W., Stewartville, MN 55976
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (507) 533-4203
                            ISSUER'S TELEPHONE NUMBER


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:

                  4,127,500 Common Shares as of August 2, 1996.



This form 10QSB/A is being submitted to include exhibit 27, the Financial 
Data Schedule.



Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits:

             Exhibit 27.  Financial Data Schedule

         (b) Reports on Form 8-K:

             None




                                   SIGNATURES

               In accordance with the requirements of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                         Rochester Medical Corporation


Date:  October 16, 1996                    By:  /s/ Anthony J. Conway
                                              ---------------------
                                                  Anthony J. Conway
                                                  Chief Executive Officer,


Date:  October 16, 1996                    By:  /s/ Brian J. Wierzbinski
                                              ------------------------
                                                  Brian J. Wierzbinski
                                                  Chief Financial Officer

EX-27

 



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<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                      11,110,094
<SECURITIES>                                 6,913,483
<RECEIVABLES>                                1,373,613
<ALLOWANCES>                                    34,250
<INVENTORY>                                  1,093,833
<CURRENT-ASSETS>                            20,550,158
<PP&E>                                       3,414,019
<DEPRECIATION>                               1,387,466
<TOTAL-ASSETS>                              22,980,502
<CURRENT-LIABILITIES>                          732,436
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                    23,946,911
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                22,980,502
<SALES>                                      3,753,254
<TOTAL-REVENUES>                             3,753,254
<CGS>                                        2,599,363
<TOTAL-COSTS>                                2,420,129
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                           (1,266,238)
<INTEREST-EXPENSE>                           (213,916)
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (890,530)
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