8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 August 6, 1998
                Date of Report (Date of earliest event reported)


                             PERIPHONICS CORPORATION
             (Exact name of Registrant as specified in its charter)


    Delaware                        0-25592                       11-2699509
(State or other jurisdiction  (Commission File Number)          (IRS Employer
  of incorporation)                                      Identification Number)



                         4000 Veterans Memorial Highway
                                Bohemia, NY 11716


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


                                Page 1 of 4 Pages
                         Exhibit Index Appears at Page 2





     Item 5. Other Events

     Periphonics  Corporation (the "Company"),  announced today,  August 6, 1998
that its board of directors has  authorized  the repurchase of up to 1.3 million
shares of the Company's common stock (the "Common Stock").  The Company plans to
repurchase the stock in the open market. The timing of repurchases and number of
shares actually  repurchased will depend on a variety of factors,  such as price
and other market  considerations.  The Company currently has approximately  13.8
million shares outstanding.

     Reference is made to the Company's related press release attached hereto as
Exhibit  99.01  and  incorporated  by  reference  herein   (including,   without
limitation,  the information set forth in the cautionary  statement contained in
the final paragraph of the press release).


     Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits

     (c) Exhibits:

     99.01 Press Release dated August 6, 1998.




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                           PERIPHONICS CORPORATION


                                    By:   /s/Peter J. Cohen
                                          ------------------------------
                                  Name:   Peter J. Cohen
                                  Title:  President and Chief Executive Officer


Date:  August 6, 1998

EX-99.01

     FOR IMMEDIATE RELEASE

                                   Contacts:  Joseph D. Pititto 
                                              Sr. Director Investor Relations
                                              (516) 468-9212
                                              invest@peri.com


                    Periphonics Announces $3.5 Million Order
       From A Major European Wireless Telecommunications Service Provider

                 Company Also Announces Stock Repurchase Program


     BOHEMIA,  NEW YORK - August  6,  1998 -  Periphonics  Corporation  (NASDAQ:
PERI), a leading worldwide provider of products and services for call processing
solutions  used in Computer  Telephony  Integration  (CTI) and Telecom  Enhanced
Network  Services,  today announced that it has received an order to provide its
VPS/is2 digital platform to a major European wireless telecommunications service
provider. The order was received from one of the company's European distribution
partners  and is valued at  approximately  $3.5  million.  Based on the proposed
delivery schedule,  the company  anticipates  recognizing revenue from the order
over a six-to-nine month period beginning in its fiscal second quarter.

     The wireless  service  provider  plans to use the  Periphonics  systems for
multiple  applications,  including both enhanced  network  services and customer
services.  The project also  includes the  Periphonics  open  resource  platform
("OSCAR")  to support  advanced  speech  processing  capabilities  such as large
vocabulary recognition and text-to-speech in the local language.

     Periphonics also announced today that its board of directors has authorized
the  repurchase of up to 1.3 million shares of the company's  common stock.  The
company  plans to  repurchase  the  stock  in the open  market.  The  timing  of
repurchases and number of shares actually repurchased will depend on stock price
and  business  considerations.  The company  currently  has  approximately  13.8
million shares outstanding.

     Peter Cohen,  Periphonics Chairman and Chief Executive Officer, said, "This
latest contract further enhances our industry-leading market position in Europe,
where we anticipate  continued  strong  growth  during  fiscal 1999.  Based on a
growing number of good opportunities we see in our business pipeline  throughout
the world,  management  continues to believe that the  company's  prospects  for
long-term  growth  remain  very  good.  However,  in the  short  term,  it bears
repeating that the first quarter is  historically  our slowest in terms of sales
and we  anticipate  that this pattern  will  continue.  The board's  decision to
authorize  a stock  repurchase  program  is based on our  (more)belief  that the
current stock price does not reflect the company's  strong position in a growing
worldwide  marketplace  for  our  products  and  professional  services  and our
potential for long-term  growth.  We view the repurchase  program as part of our
overall effort to enhance shareholder value."

     Periphonics  Corporation  develops,   markets  and  supports  products  and
professional  services for Computer Telephony  Integration (CTI) and for Telecom
Enhanced Network Services using  technologies such as interactive voice response
(IVR), speech input,  messaging,  fax, and web browsers.  The Company's products
and services automate call transaction  processing,  increase  call-center agent
productivity,   and  often  create  new  revenue   streams  for  its  customers.
Headquartered  in  Bohemia,  New York (Long  Island),  Periphonics  has  systems
installed in more than 50 countries.



     A number of statements contained in this release are forward-looking within
the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.  These
statements  involve risks and  uncertainties  that could cause actual results to
differ materially from those expressed or implied in the applicable  statements.
These risks and uncertainties  include,  but are not limited to: fluctuations in
product demand,  pricing,  market acceptance,  litigation,  risks in product and
technology development,  length of the sales cycle, uneven timing of orders from
and shipments to customers,  delays in  development  and customer  acceptance of
custom software  applications,  delays in delivery of orders due to fluctuations
in inventory, as well as general economic conditions and other risk factors. For
a more  detailed  description  of risk  factors,  please refer to the  Company's
Securities and Exchange  Commission  filings  including the Company's Forms 10-Q
and Form 10-K and Annual Report.