================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     --------------------------------------
 
                                CURRENT REPORT
                                       ON
                                    FORM 8-K
 
                        PURSUANT TO SECTION 13 OR 15(d)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934
 
                     --------------------------------------

      Date of Report (date of earliest event reported): September 12, 1996

                     --------------------------------------

                    FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.
             (Exact name of registrant as specified in its charter)

                     --------------------------------------

               Delaware                  0-21852                    94-3123210
(State or other                  (Commission File Number)       (I.R.S. Employer
jurisdiction of incorporation)                               Identification No.)

                1265 Naperville Drive, Romeoville, Illinois 60446
                    (Address of principal executive offices)

                    (630) 759-7666/(630) 759-1744 (Facsimile)
       (Registrant's telephone and facsimile numbers, including area code)

================================================================================
<PAGE>



ITEM 1.        CHANGES IN CONTROL OF REGISTRANT

         Not Applicable.

ITEM 2.        ACQUISITION OR DISPOSITION OF ASSETS

         Not Applicable.

ITEM 3.        BANKRUPTCY OR RECEIVERSHIP

         Not Applicable.

ITEM 4.        CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         Not Applicable.

ITEM 5.        OTHER EVENTS

         Franklin Ophthalmic Instruments Co., Inc. (the "Company") has completed
negotiations and reached  agreements with its principal trade creditors pursuant
to which such creditors have agreed that  approximately $1 million of trade debt
will be: (i) converted to shares of the  Company's  common stock (at the rate of
$1.52);  (ii) written-off;  and/or (iii) repaid pursuant to long-term notes. The
agreements with the trade creditors are conditioned on, among other things,  the
Company's  principal  lender,  Silicon  Valley  Bank  (the  "Bank"),  converting
approximately $3 million of amounts owed to it by the Company into shares of the
common  stock at the  rate of $1.52  per  share.  The  Company  has  reached  an
agreement  with the Bank,  which  agreement is  conditioned  upon the  Company's
completion of a private  placement of equity securities in exchange for proceeds
of at least $1 million.

         The Company announced the foregoing by press release which was released
on September 12, 1996. A copy of the press  release has been attached  hereto as
Exhibit 99.01 and is incorporated herein by reference in its entirety.

ITEM 6.        RESIGNATION OF REGISTRANT'S DIRECTORS

         Not Applicable.

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

         (a)   Financial Statements.  Not Applicable.

         (b)   Pro Forma Financial Statements.  Not Applicable.

         (c)   Exhibits.  The following exhibits are included herein:

               99.01       Press Release,  dated September 4, 1996,and  released
                           on September 12, 1996, which has been incorporated by
                           reference  into  the  text  hereof  in  its  entirety
                           pursuant to General  Instruction  F to Form 8-K.  See
                           Item 5 above.

ITEM 8.        CHANGE IN FISCAL YEAR

         Not Applicable.

                                       -2-

<PAGE>



                                   SIGNATURES


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


                                  FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.



Date:  September 30, 1996         By:  /s/ Michael J. Carroll
                                       -----------------------------
                                       Michael J. Carroll, President
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4365}]
{"company-data": {"conformed-name": "FRANKLIN OPHTHALMIC INSTRUMENTS CO INC", "cik": "0000898630", "assigned-sic": "5040", "irs-number": "943174941", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21852", "film-number": "96637972"}, "business-address": {"street1": "1265 NAPERVILLE DRIVE", "city": "ROMEOVILLE", "state": "IL", "zip": "60446", "phone": "7087597666"}, "mail-address": {"street1": "1265 NAPERVILLE DR", "city": "ROMEOVILLE", "state": "IL", "zip": "60446"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                     --------------------------------------
 
                                CURRENT REPORT
                                       ON
                                    FORM 8-K
 
                        PURSUANT TO SECTION 13 OR 15(d)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934
 
                     --------------------------------------

      Date of Report (date of earliest event reported): September 12, 1996

                     --------------------------------------

                    FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.
             (Exact name of registrant as specified in its charter)

                     --------------------------------------

               Delaware                  0-21852                    94-3123210
(State or other                  (Commission File Number)       (I.R.S. Employer
jurisdiction of incorporation)                               Identification No.)

                1265 Naperville Drive, Romeoville, Illinois 60446
                    (Address of principal executive offices)

                    (630) 759-7666/(630) 759-1744 (Facsimile)
       (Registrant's telephone and facsimile numbers, including area code)

================================================================================
ITEM 1.        CHANGES IN CONTROL OF REGISTRANT

         Not Applicable.

ITEM 2.        ACQUISITION OR DISPOSITION OF ASSETS

         Not Applicable.

ITEM 3.        BANKRUPTCY OR RECEIVERSHIP

         Not Applicable.

ITEM 4.        CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         Not Applicable.

ITEM 5.        OTHER EVENTS

         Franklin Ophthalmic Instruments Co., Inc. (the "Company") has completed
negotiations and reached  agreements with its principal trade creditors pursuant
to which such creditors have agreed that  approximately $1 million of trade debt
will be: (i) converted to shares of the  Company's  common stock (at the rate of
$1.52);  (ii) written-off;  and/or (iii) repaid pursuant to long-term notes. The
agreements with the trade creditors are conditioned on, among other things,  the
Company's  principal  lender,  Silicon  Valley  Bank  (the  "Bank"),  converting
approximately $3 million of amounts owed to it by the Company into shares of the
common  stock at the  rate of $1.52  per  share.  The  Company  has  reached  an
agreement  with the Bank,  which  agreement is  conditioned  upon the  Company's
completion of a private  placement of equity securities in exchange for proceeds
of at least $1 million.

         The Company announced the foregoing by press release which was released
on September 12, 1996. A copy of the press  release has been attached  hereto as
Exhibit 99.01 and is incorporated herein by reference in its entirety.

ITEM 6.        RESIGNATION OF REGISTRANT'S DIRECTORS

         Not Applicable.

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

         (a)   Financial Statements.  Not Applicable.

         (b)   Pro Forma Financial Statements.  Not Applicable.

         (c)   Exhibits.  The following exhibits are included herein:

               99.01       Press Release,  dated September 4, 1996,and  released
                           on September 12, 1996, which has been incorporated by
                           reference  into  the  text  hereof  in  its  entirety
                           pursuant to General  Instruction  F to Form 8-K.  See
                           Item 5 above.

ITEM 8.        CHANGE IN FISCAL YEAR

         Not Applicable.

                                       -2-
SIGNATURES

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

                                  FRANKLIN OPHTHALMIC INSTRUMENTS CO., INC.

Date:  September 30, 1996         By:  /s/ Michael J. Carroll
                                       -----------------------------
                                       Michael J. Carroll, President