8-K

                                  UNITED STATES
                       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


       Date of report (Date of earliest event reported): October 22, 2004

                          VALLEY FORGE SCIENTIFIC CORP.
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               (Exact name of registrant as specified in charter)

                                  PENNSYLVANIA
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                 (State or other jurisdiction of incorporation)

            001-10382                                  23-2131580
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     (Commission File Number)            (IRS Employer Identification Number)

             136 Green Tree Road, Suite 100 Oaks, Pennsylvania 19456
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                    (Address of principal executive offices)

                                 (610) 666-7500
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              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 1.01     Entry into a Material Definitive Agreement

    Valley Forge Scientific Corp. ("Valley Forge") entered into the definitive
agreements described below.

    Distribution Agreement with Stryker Corporation

    On October 25, 2004, Valley Forge entered into a supply and distribution
agreement with Stryker Corporation ("Stryker") for the distribution and sale of
a percutaneous pain control generator. The supply and distribution agreement is
the culmination of over two years of collaborative effort with Stryker.

    The agreement is for a term of five years, commencing after first acceptance
of the generator by Stryker, and grants Stryker exclusive worldwide marketing
rights for distribution and sale of the generator for use in percutaneous
treatment of pain. In the first agreement year, Stryker is required to make
minimum purchases of both sales demonstration units and commercial sales units
in excess of $900,000. In the second and third agreement years, Stryker is
required to make minimum purchases of commercial sales units of approximately
$500,000 per year. Minimum purchase requirements for agreement years four and
five are to be determined by the parties based on market conditions and other
factors. The agreement also provides Stryker certain rights for other new
product concepts developed by Valley Forge in both pain control and expanded
market areas.

    Option Agreement for "Malis" Trademark

    On October 22, 2004, Valley Forge entered into an agreement with Dr. Leonard
Malis, Professor and Chairman Emeritus of Mount Sinai School of Medicine
Department of Neurosurgery and one of the company's directors, under which
Valley Forge is granted an option to acquire the "Malis" trademark from Dr.
Malis at any time over the next five years. The "Malis" trademark is a name
widely recognized and respected in the neurosurgery field. Dr. Malis has in the
past licensed, and currently is licensing, the "Malis" trademark to Codman &
Shurtleff, Inc. ("Codman") in connection with products sold by Codman to end
users, which includes products that Valley Forge sells to Codman. Valley Forge
paid Dr. Malis the sum of $35,000 for the option and is required to pay an
annual fee of $20,000 to $60,000 to continue the option from year to year. In
the event that Valley Forge decides to exercise the option, Dr. Malis will be
paid $4,157,504 over six and a quarter years in quarterly installments of
$159,904. Valley Forge will not have rights to the trademark until the option is
exercised.


Item 8.01.    Other Events

    On October 26, 2004, Valley Forge issued a press release announcing the
entry into material definitive agreements as described in Item 1.01 of this
Current Report, the appointment of a Vice Chairman and other matters. A copy of
the press release is attached as Exhibit 99.1 and is incorporated by reference
into this Item 8.01.

    The information in this Item 8.01 of this Current Report is being furnished
and shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that Section.
The information in this Item 8.01 of this Current Report shall not be
incorporated by reference into any registration statement or other document
filed with the Securities Exchange Commission.


                                   SIGNATURES
                                   ----------

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

DATE: October 26, 2004

                                         VALLEY FORGE SCIENTIFIC CORP


                                    By:  /s/ Jerry L. Malis
                                         -----------------------------
                                         Jerry L. Malis, President and
                                         Chief Executive Officer



                                  Exhibit Index

              Exhibit No.           Description
              -----------           -----------

                     99.1           Valley Forge Scientific Corp. Press Release
                                    Dated October 26, 2004

EX-99.1

Exhibit 99.1

                                                           FOR IMMEDIATE RELEASE

           VALLEY FORGE SCIENTIFIC ANNOUNCES NEW AGREEMENTS AND PLANS

        OAKS, PA, October 26, 2004 -- Valley Forge Scientific Corp. (NASDAQ:
VLFG; BSE: VLF) announced today new agreements and plans to expand the
distribution channels for its products. The company also announced the
appointment of Bruce Murray as Vice Chairman of the Board of Directors.

        "We have taken proactive steps to expand the distribution channels for
our products, increase our manufacturing efficiencies and capacity and position
Valley Forge for future growth. We have also appointed Bruce Murray to the
position of Vice Chairman of the Board of Directors to better utilize his
talents in this process," said Jerry Malis, Chairman and CEO of Valley Forge.

        Specifically, the company has entered into agreement with Codman &
Shurtleff, Inc. through December 31, 2005 for the distribution of its existing
neurosurgical products. In addition, Valley Forge has entered into a supply and
distribution agreement with Stryker Corporation for the distribution and sale of
a percutaneous pain control generator.

        Valley Forge has also entered into an agreement with Dr. Leonard I.
Malis, providing the company with the option to acquire his "Malis" trademark.
Finally, Valley Forge is currently negotiating a new facility lease, which will
consolidate the company's facilities in Oaks, Pennsylvania and Philadelphia into
a single state of the art manufacturing facility and executive offices.

        "We have also made significant progress in finalizing the design of our
new multifunctional electrosurgical generator," said Jerry Malis. "This product,
which will be the premier generator in our line with many new capabilities, will
have a new `look' as well as enhanced features, including a `monopolar like'
cutting capability."

        The new multifunctional electrosurgical generator is on schedule for
introduction into the market in early 2005. The generator will make use of a new
proprietary hand switching bipolar electrosurgical pencil that will take Valley
Forge into a new arena of instrument development. Valley Forge has also
commenced an arrangement with a company that possesses electrosurgical
instrumentation capabilities for development and manufacture for these
instruments. This new arrangement will expand the company's disposable
instrumentation development and manufacturing capabilities.

        "We believe these actions will strengthen our company, reduce our
dependence on a single major distributor, open the door to new product
applications and strategic alliances, and ensure the continuity of our company
as an important specialty manufacturer of life saving and life enhancing medical
devices," said Jerry Malis.


Agreement With Codman & Shurtleff, Inc.

        On October 15, 2004, Valley Forge entered into a new agreement with
Codman & Shurtleff, Inc. ("Codman"), the company's principal customer, that will
restore stability to this critical and long-standing distribution alliance and
better define the business relationship through December 31, 2005. Under the
agreement, Codman will continue to have distribution rights to the company's
existing products in the fields of neurocranial and neurospinal surgery and is
given certain rights to market the new multifunctional electrosurgical generator
and disposable instrumentation in the fields of neurocranial and neurospinal
surgery. Under the agreement, Codman continues to be the exclusive worldwide
distributor of the company's existing products in the fields of neurocranial and
neurospinal surgery through March 31, 2005, and the nonexclusive distributor in
those fields until December 31, 2005. For the period from October 1, 2004 to
March 31, 2005, Codman will be required to make minimum purchases of $1 million
per calendar quarter.

Distribution Agreement with Stryker Corporation

        On October 25, 2004, Valley Forge entered into a supply and distribution
agreement with Stryker Corporation ("Stryker") for the distribution and sale of
a percutaneous pain control generator. The supply and distribution agreement is
the culmination of over two years of collaborative effort with Stryker. The
percutaneous pain control generator is an important new application for the
company's technology and represents a new capability for the pain control
market. Human trials of this product were recently completed and product
introduction is anticipated to begin in the fourth quarter of calendar year
2004.

        The agreement is for a term of five years, commencing after first
acceptance of the generator by Stryker, and grants Stryker exclusive worldwide
marketing rights for distribution and sale of the generator for use in
percutaneous treatment of pain. In the first agreement year, Stryker is required
to make minimum purchases of both sales demonstration units and commercial sales
units in excess of $900,000. In the second and third agreement years, Stryker is
required to make minimum purchases of commercial sales units of approximately
$500,000 per year. Minimum purchase requirements for agreement years four and
five are to be determined by the parties based on market conditions and other
factors. The agreement also provides Stryker certain rights for other new
product concepts developed by Valley Forge in both pain control and expanded
market areas.

Option Agreement for "Malis" Trademark

        On October 22, 2004, Valley Forge entered into an agreement with Dr.
Leonard Malis, Professor and Chairman Emeritus of Mount Sinai School of Medicine
Department of Neurosurgery and one of the company's directors, under which the
company is granted an option to acquire the "Malis" trademark from Dr. Malis at
any time over the next five years. The "Malis" trademark is a name widely
recognized and respected in the neurosurgery field. Dr. Malis has in the past
licensed, and currently is licensing, the "Malis" trademark to Codman in
connection with products sold by Codman to end users, which includes products
that Valley Forge sells to Codman. Valley Forge paid Dr. Malis the sum of
$35,000 for the option and is required to pay an annual fee of $20,000 to
$60,000 to continue the option from year to year. In the event that the company
decides to exercise the option, Dr. Malis will be paid $4,157,504 over six and a
quarter years in quarterly installments of $159,904. Valley Forge will not have
rights to the trademark until the option is exercised.


        "We believe that it is important to have the option to acquire the
"Malis" trademark in order to take advantage of growth opportunities for Valley
Forge and its products. Exercising the option will give Valley Forge all rights
to the "Malis" trademark, and control of the product and market image," said
Jerry Malis.

New Facility

        Valley Forge is also negotiating a lease for a modern facility in excess
of 15,000 square feet located in West Conshohocken, Pennsylvania, where the
company's executive offices, research and development, and manufacturing
operations will be consolidated. Custom modifications of the facility are
planned, with the physical transition into this facility anticipated after the
end of the calendar year. No interruption of operations is expected during the
transition period.

        The consolidation of operations will increase efficiency, provide
greater capacity and allow management to better supervise and participate in
product development. Additionally, the consolidation will enable Valley Forge to
be more responsive to product development and the manufacturing needs of its
customers, as well as provide a state-of-the-art work environment for product
development and manufacturing. In connection with this consolidation, the
company is evaluating several possible means of disposing of its manufacturing
facility in Philadelphia, Pennsylvania.

Appointment of Vice Chairman

        Valley Forge also announced that Bruce Murray, a company director since
1992, has been appointed Vice Chairman of the Board of Directors.

        "Mr. Murray has extensive background in the electrosurgical and medical
device industries and has provided Valley Forge valuable assistance in several
projects over the last several months. Having Mr. Murray as Vice Chairman will
enable Valley Forge to better utilize his talents in Valley Forge's growth,"
said Malis.

        Valley Forge Scientific has established itself as a leading developer
and manufacturer of bipolar electrosurgical systems and related instrumentation.
Based on its DualWave(TM) technology, these systems provide surgeons with the
ability to safely cut and coagulate tissue in the most critical areas of the
brain and spinal cord. Based on technology developed in conjunction with Leonard
I. Malis, MD, Professor and Chairman Emeritus of the Mount Sinai School of
Medicine Department of Neurosurgery, the company's bipolar electrosurgery
systems are considered to be the gold standard worldwide for use in the central
nervous system.


Forward-Looking Statements

        Statements in this press release regarding our expectations for our
products or products we are developing, introduction of products into the
marketplace, acceptance of our products in the marketplace, new products and
alliances, and any other statements in this press release that refers to Valley
Forge Scientific's estimated or anticipated future results are forward-looking
statements within the meaning of the Private Securities Litigation Act of 1995.
All forward-looking statements in this press release reflect Valley Forge
Scientific's current analysis of existing trends and information and represent
Valley Forge Scientific's judgment only as of the date of this press release.
Actual results may differ from current expectations based on a number of factors
affecting Valley Forge Scientific's business, including but not limited to
competitive, regulatory and market conditions; the performance of new products
and the continued acceptance of current products; the execution of strategic
initiatives and alliances; the market penetration by third parties who
distribute and sell Valley Forge Scientific's products; Valley Forge
Scientific's ability to maintain a sufficient supply of products; product
liability claims; and the uncertainties associated with intellectual property
protection for these products. In addition, matters generally affecting the
domestic and global economy can affect Valley Forge Scientific's results.
Therefore, the reader is cautioned not to rely on these forward-looking
statements. Valley Forge scientific disclaims any intent or obligation to update
these forward-looking statements.

        Additional information concerning these and other risk factors may be
found in Valley Forge Scientific's public periodic filings with the Securities
and Exchange Commission, including Valley Forge Scientific's Form 10-K for the
year ended September 30, 2003.