UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 10-K/A
                             AMENDMENT NO. 2
Mark One)
[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE       
       SECURITIES EXCHANGE ACT OF 1934
 
       For the fiscal year ended December 31, 1997

                            OR

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

                   Commission File Number 0-511

                   COBRA ELECTRONICS CORPORATION
       (Exact name of Registrant as specified in its Charter)

        DELAWARE                          36-2479991
 (State of incorporation)   (I.R.S. Employer Identification No.)

  6500 WEST CORTLAND STREET
      CHICAGO, ILLINOIS                            60707
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code: (773)889-8870

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

          Common Stock, Par Value $.33 1/3 Per Share

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 voting stock held by
non-affiliates of the Registrant at March 12, 1998 was
approximately $47,415,422.
The number of shares of Registrant's Common Stock outstanding at
that date was 6,218,416.

Portions of the Registrant's Definitive Proxy Statement relating
to the Annual Meeting of Shareholders to be held May 12, 1998,
are incorporated by reference into Part III of this Report.


                    
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS:

CORPORATE OVERVIEW

Higher sales and gross margin and a $1.1 million one-time gain on
the sale of a building resulted in $4.7 million of net income in
1997.  An increase in sales of both CB radios, with the company's
exclusive, patent-pending SoundTracker technology, and radar
detector, both domestically and internationally, fueled the sales
growth and improved the gross margin to its highest level in the
1990s.

Also late in 1997, the company announced the industry's first line of
six-band radar detectors, scheduled for shipment beginning in the
Spring of 1998.  The company has designed these detectors to alert
drivers to each of the four current speed monitoring systems in
use -- X,K,Ka and Laser -- plus VG-2, the "detector detector"
monitoring band, and the Safety Alert Traffic Warning System
band. This makes the unique Cobra six-band detector the most
comprehensive alert system in the industry and for the first time
allows drivers to be aware of all four speed monitoring systems
as well as the presence of VG-2 and Safety Alert transmissions.
Because 6 Band technology represents the first really significant
innovation since the introduction several years ago of the current
four-band models, retailer demand for these proprietary units has
been very strong and has resulted in new distribution opportunities for
Cobra.  For example, the company recently added Best Buy and Circuit City as 
radar detector customers for 1998 because of six band detectors.      


RESULTS OF OPERATIONS

1997 Compared to 1996
- ---------------------
Net income for 1997 increased to $4.7 million from $601,000 in
1996.  Included in net income for 1997 was a $1.1 million gain on
the third quarter sale of a building that the company did not need
for its operations and was leasing to an outside party.  Net
income, excluding the gain on the sale of the building, increased
$3.0 million to $3.6 million in 1997 from $601,000 in 1996. Net
sales increased $13.8 million, or 15.3%, to $104.1 million from
$90.3 million in 1996.  Selling, general and administrative
expense increased to $16.7 million from $14.4 million, but, as a
percentage of net sales, remained substantially unchanged at 16%.



Sales of mobile electronics products (mainly CB radios, Family
Radio Service two-way radios and integrated radar/laser detectors)
increased approximately $23.8 million, or 39.6% in 1997 compared
to 1996. (In the fourth quarter of 1997, sales of mobile electronics products
increased $4.3 million, or 24.4%.) Sales of CB radios increased 28% in 1997
mainly because of strong demand for radios with the company's exclusive,
patent-pending SoundTracker technology, introduced early in the year. 
Additionally, an all-new radar detector lineup helped drive sales
volume in the U.S., while internationally the company capitalized
on the strong demand in Russia for radar detectors.  In total,
international sales of mobile electronics products increased $9.8
million in 1997.  

Telecommunication products sales decreased $10 million because of
lower sales of both 25-channel cordless phones and integrated
cordless phone answering systems to several large retail customers.
Also contributing to the sales decrease was lower sales of factory
reconditioned products as a result of agreements with some of the
company's vendors that allow product returned from the company's
customers to be returned to the vendor for partial credit towards
future purchases.  Prior to these agreements, which were entered
into in 1996, the company repaired and resold this returned
merchandise as factory reconditioned product.  The company also
restricted expanding distribution for its 25-channel cordless
phones as it seeks to de-emphasize this product line in favor of
the rapidly growing 900 MHz segment which the company will enter
in the Fall of 1998 with several 900 MHz cordless phone models.   
 
Gross margin for 1997 increased to 20.7% from 18.1% in 1996
primarily due to an improvement in sales mix of higher margin CB
and radar detector products.  Sales of mobile electronics products
increased as a percentage of total sales from 67% in 1996 to 81%
in 1997.  In addition, gross margin on radar detectors increased
due to the new radar detector lineup, which included lower cost
models that replaced higher cost models.  Also contributing to the
gross margin improvement was lower repair costs on returned
products, which declined because of return to vendor agreements
discussed above.  Partially offsetting the favorable impact of
these items was $555,000 of increased air freight expense mainly
to satisfy the strong demand for CB radios with the SoundTracker
system.  Normally the company uses significantly less expensive
ocean freight to import its products.  

Selling, general and administrative expense increased $2.3 million
during 1997 and, as a percentage of net sales, remained relatively
unchanged from 1996.  Sales and marketing expenses increased due
to: higher variable expenses resulting from the increase in sales
volume; the addition of a senior vice president of marketing and
sales, a newly created position, in February 1997; and increased
promotional spending mainly to promote the new SoundTracker
technology.  In addition, higher bonus and bad debt expense in
1997 also contributed to the increase in selling, general and
administrative expenses.  Bad debt expense increased because of
the bankruptcy of a small customer and a potential preference
payment issue for a prior year's bankruptcy.  In addition, prior
year's bad debt expense reflected a favorable reserve adjustment
because of improvement in the quality of the receivable portfolio
and favorable collections experience.           



Interest expense for 1997 decreased to $1.3 million from $1.7
million.  Debt levels declined due to lower average inventory and
receivable levels.  In addition, the company sold a building,
which was not needed for operations and was being leased to an
outside party, in the third quarter of 1997 for approximately $2
million.  The sale resulted in a $1.1 million gain. 

Other expense was $60,000 in 1997 compared to other income of
$275,000 in 1996.  In 1996 there was a gain of $373,000 from a
suit against a former distributor for violation of a licensing
agreement and $217,000 of royalty income from Safety Alert
licensing agreements, offset by a $384,000 writedown of a building
related to a discontinued operation.     
             

1996 Compared to 1995
- ---------------------
Net income for 1996 was $601,000 compared to a net loss of $1.1
million in the year ago period.  Selling, general and
administrative expense decreased $1.7 million to 15.9 percent of
net sales from 17.8 percent of net sales in the prior year.  1996
net sales were substantially unchanged from the prior year.   

Sales of mobile electronics products (mainly CB radios and
integrated radar/laser detectors) declined approximately $900,000
in 1996 compared to 1995. Higher domestic CB sales were offset by
a large drop in international CB sales, mainly because of a
trademark dispute that limited shipments to a South American
distributor. Also, offsetting some of this drop was increased
sales of integrated radar/laser detectors primarily because of
expanded distribution overseas. 

Telecommunications product sales increased $1.6 million in 1996
compared to 1995, primarily due to increased sales to Sprint of
the exclusive Sprint-branded Intenna cordless telephone and
Cobra-branded integrated Intenna cordless phone/answering systems.  1996
sales to Sprint doubled from their 1995 levels.  Partially 
offsetting this increase was a decrease in international sales of
telecommunications products due to a lack of cordless phone
availability because of constraints in capacity at the company's
cordless phone supplier as well as compliance issues with local
regulatory requirements.
   


Gross margin for 1996 and 1995 was 18.1 percent and 18.3 percent,
respectively.  Increased cordless phone margins, which reflected
strong demand for 25-channel phones that were not available in
1995, were offset by lower answering system margins due mainly to
increased air freight expenses to import the company's popular
Intenna answering systems in order to take advantage of customer
orders that exceeded original forecasts.  As a result, the company
was not able to use less expensive ocean freight as it normally
does and still satisfy this demand in a timely manner.  Also
offsetting the higher cordless phone margins were a decrease in
detector margins, which was due to downward pricing pressures on
several higher-priced models.  CB margins were essentially
unchanged from the prior year.  

Selling, general and administrative expenses decreased $1.7
million due to lower sales and marketing expenses, which declined
because of lower advertising expenses, a change in sales
commission programs, and the implementation of other cost
reduction programs such as bringing in house some packaging and
print media design activities.  In addition, 1995 expenses
included higher than normal marketing and product development
costs incurred to build sales volume.  Partially offsetting the
lower selling and marketing expenses was a $1.2 million charge to
reduce advertising credits to their net realizable value, which
was partially offset by a decline in bad debts expense because of
improvement in the quality of the receivable portfolio and
favorable collections experience.

Interest expense for 1996 decreased to $1.7 million from $1.8
million in the prior year due primarily to lower interest rates.
In addition, as a result of consolidation of warehousing
activities the Company sold one of its three Chicago buildings for
approximately $1 million, which reduced borrowings.

Other income increased to $275,000 in 1996 from $127,000 in 1995
and reflects a gain of $373,000 from a suit against a former
distributor for violation of a licensing agreement and $217,000 of
royalty income from Safety Alert licensing agreements, offset by a
$384,000 writedown of a building  related to a discontinued operation. 



LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1997, the company had a $30 million secured credit
facility that included a fixed term loan.  Borrowings and letters
of credit issued under this agreement were collateralized by the
company's assets, and usage of the non-term loan portion was
limited to certain percentages of accounts receivable and
inventory. The fixed term loan was secured by the company's
buildings and equipment and required both monthly principal
payments of $43,000 and a balloon payment of $2 million at the
time of expiration.

The credit agreement specified that the company may not pay cash
dividends and contained a material adverse change clause, which,
under certain circumstances, could accelerate the payment of the
debt.  Because of this clause the company classified the debt as
short-term for financial reporting purposes.  The company does not
believe a material adverse change is likely.  At December 31,
1997, the company had approximately $8.4 million of unused credit
line.

On February 3, 1998, the company entered into a new $35 million
secured credit agreement with two financial institutions for a
three-year revolving credit facility, replacing the existing $30
million credit agreement.  Loans outstanding under the new
agreement bear interest, at the company's option, at the prime
rate or, under a LIBOR option, at LIBOR plus 2 percent. 
Additionally, the new agreement provides for higher advance rates
on eligible inventory and receivables and eliminates the 2
percent per annum charge that the company was obligated to pay on
its average outstanding balance of letters of credit under the
previously existing agreement.        

Cash flows provided by operating activities were $540,000 for the
year ended December 31, 1997.  Receivables increased compared to
the prior year because of higher sales volume.  Inventories
increased mainly because of higher CB and radar detector
inventories as well as investment in inventories for the new power
inverter line and for the growing Safety Alert transmitter
business. CB inventory increased in anticipation of continued
strong demand for SoundTracker models in the first quarter of 1998. 
Radar detector inventories increased because of lower than
anticipated year end domestic sales.  Accrued liabilities
increased due to: higher product warranty costs as a result of the
higher sales volume in 1997 compared to 1996; and increased
accrued salaries and commissions due to higher bonus and deferred
compensation accruals.     

Cash flows provided by operating activities were $8.2 million for
the year ended December 31, 1996.  Receivables decreased compared
to the prior year because the 1995 balance included amounts from
several large customers which were due prior to year end but were
received shortly thereafter. Inventories decreased because soft
demand at retail during the fourth quarter of 1995 resulted in
lower than anticipated sales and higher than expected inventory
levels at the end of 1995.  Other assets decreased due to a charge
to reduce advertising credits to their net realizable value.  
Accounts payable declined because of reduced purchases of product
on open account from a domestic supplier and lower unpaid letters
of credit due to timing of payments. 




Cash flows used in operating activities were $4.8 million for the
year ended December 31, 1995; losses from operations of $1.1
million together with an increase in working capital requirements
provided for the cash outflow.  The increase in receivables is due
mainly to higher fourth quarter sales compared to the prior year
as well as payments from several large customers which were due
prior to year end but were received shortly thereafter. Inventories
increased mainly as a result of lower than anticipated sales during the
year-end holiday selling season because of soft demand at the retail level.
Accounts payable increased because of additional purchases of product on open
account from a domestic supplier.  The majority of the company's purchases 
are from foreign suppliers and are financed with letters of credit, which
require payment at the time of shipment.   

Investing activities provided cash of $683,000 in 1997 and
required cash of $703,000 and $1.9 million in 1996 and 1995,
respectively.  Most of the cash outflows during these years
related to the purchase of tooling and equipment.  In 1997 the
company sold a building that the company did not need for
operations and was leasing to an outside party for approximately
$2 million.  In 1996 due to consolidation of the warehousing
activities, the company sold a building for approximately $1
million.

Cash flows provided by and used for financing activities for the
three years ending December 31, 1997, primarily reflect changes in
the company's borrowing requirements under its line-of-credit agreement.  

At December 31, 1997, the company had no material commitments,
other than approximately $21.1 million in outstanding purchase
orders for products compared with $23.8 million at the end of the
prior year.

The company believes that cash generated from operations and from
borrowings under its credit agreement will be sufficient in 1998 to fund its 
working capital needs.  In addition, the majority of any taxable income in 
1998 will be offset by net operating loss carryforwards that totaled $30.4 
million at December 31, 1997.



YEAR 2000

The company initiated the process of preparing its computer
systems and applications for the Year 2000 in 1997.  This process
involves modifying or replacing certain hardware and software
maintained by the company.  Management expects to have
substantially all of the system and application changes completed
by the end of 1998 and believes its level of preparedness is
appropriate.  

The total cost to the company of these Year 2000 Compliance
activities has not been and is not anticipated to be material to
its financial position or results of operations in any given year. 
The costs and the date on which the company plans to complete the
Year 2000 modification are based on management's best estimates,
which were derived utilizing numerous assumptions of future events
including the continued availability of certain resources, third
party modification plans and other factors.  However, there can be
no guarantee that these estimates will be achieved and actual
results could differ from those plans.   



                         SIGNATURES
                         ----------

Pursuant to the requirements of Section 13 or 15 (d) of the 
Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                            COBRA ELECTRONICS CORPORATION

                            /S/ Gerald M. Laures
                            --------------------------
                                 Gerald M. Laures
                                  Vice President - Finance   
                                 and Corporate Secretary


Dated:  April 3, 1998

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities
and on the date indicated above.


/S/ James Bazet             Director, President and Chief Executive
- ---------------------       Officer 
James Bazet

/S/ Carl Korn               Director and Chairman of the Board
- ---------------------
Carl Korn

/S/ Jerry Kalov             Director and Vice Chairman of the Board
- ---------------------   
Jerry Kalov

/S/ William P. Carmichael   Director
- ---------------------
William P. Carmichael

/S/ Samuel B. Horberg       Director
- ----------------------
Samuel B. Horberg  

/S/ Gerald M. Laures        Director, Vice President - Finance and
- ----------------------      Secretary (Principal Financial and
Gerald M. Laures            Accounting Officer)

/S/ Harold D. Schwartz      Director
- -----------------------
Harold D. Schwartz