================================================================================
                       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 4, 1996

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

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

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

         Delaware                     0-21852                    94-3123210
(State or other jurisdiction   (Commission File Number)       (I.R.S. Employer 
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")  recently
completed  negotiations  and reached an  agreement  with its  principal  lender,
Silicon Valley Bank, (the "Bank") to convert approximately $3 million of amounts
owed to the Bank by the Company under its line of credit ("Line of Credit") into
shares of the Company's  common stock. The Bank has further agreed to extend the
maturity  date  with  respect  to  amounts  owed  under the Line of  Credit.  In
consideration  for the agreement to renegotiate the terms of the Line of Credit,
officers of the Company  have agreed to  guarantee  repayment  of up to $200,000
under the Line of Credit. The Company's agreement with its lender, which is part
of the Company's  overall plan to restructure  its existing debt, is conditioned
upon the  Company's  receipt of at least  $1,000,000  in  proceeds  of a private
placement of its securities.

         The Company announced the foregoing by press release dated September 4,
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,  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 6, 1996             By:  /s/ Michael J. Carroll
                                          -----------------------------------
                                          Michael J. Carroll, President
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4473}]
{"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": "96626724"}, "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 4, 1996

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

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

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

         Delaware                     0-21852                    94-3123210
(State or other jurisdiction   (Commission File Number)       (I.R.S. Employer 
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")  recently
completed  negotiations  and reached an  agreement  with its  principal  lender,
Silicon Valley Bank, (the "Bank") to convert approximately $3 million of amounts
owed to the Bank by the Company under its line of credit ("Line of Credit") into
shares of the Company's  common stock. The Bank has further agreed to extend the
maturity  date  with  respect  to  amounts  owed  under the Line of  Credit.  In
consideration  for the agreement to renegotiate the terms of the Line of Credit,
officers of the Company  have agreed to  guarantee  repayment  of up to $200,000
under the Line of Credit. The Company's agreement with its lender, which is part
of the Company's  overall plan to restructure  its existing debt, is conditioned
upon the  Company's  receipt of at least  $1,000,000  in  proceeds  of a private
placement of its securities.

         The Company announced the foregoing by press release dated September 4,
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,  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 6, 1996             By:  /s/ Michael J. Carroll
                                          -----------------------------------
                                          Michael J. Carroll, President