UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

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

         For the fiscal year ended May 31, 1997

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

         Commission File No.:  0-25592

                             PERIPHONICS CORPORATION
             (Exact name of registrant as specified in its charter)
  
            Delaware                                    11-2699509
 (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                    Identification No.)

               4000 Veterans Memorial Highway, Bohemia, N.Y. 11716
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (516) 468-9000

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

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

                     Common Stock, par value $.01 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]

     The aggregate market value of the 11,559,808 shares of Common Stock held by
non-affiliates of the Company as of August 15, 1997 is $149,555,016.

     The number of shares  outstanding  of each of the  registrant's  classes of
common equity as of August 25, 1997 is as follows:

    Class of Common Equity                       Number of Shares
       Common Stock                                 13,725,761
      par value $.01

     The  information  required by Part III of this Form 10-K is incorporated by
reference from the Registrant's  definitive proxy statement to be filed with the
Commission on or before September 30, 1997.






     This  Form  10-K/A  contains  Exhibit  23 to the Form 10-K  filed  with the
Commission on August 28, 1997.








                                                                  Exhibit 23



                         INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in Registration Statement Nos.
33-99408  and  333-1544  of  Periphonics  Corporation,  each on Form S-8, of our
report  dated July 14,  1997,  appearing  in this Annual  Report on Form 10-K of
Periphonics Corporation for the year ended May 31, 1997.


DELOITTE & TOUCHE


Jericho, New York
August 26, 1997