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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                                 
                            Form 10-K/A
                        Amendment No. 1 To
                             Form 10-K
                                 
           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended October 25, 1996   Commission File Number
0-16304

                      Optek Technology, Inc.
      (Exact name of registrant as specified in its charter)
                                 
                Delaware                     75-1962405
     (State or other jurisdiction         (I.R.S. Employer
   of incorporation or organization)    Identification No.)
1215 West Crosby Road, Carrollton, Texas       75006
(Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code:  (972) 323-2200
 Securities registered pursuant to Section 12(b) of the Act:  None
    Securities registered pursuant to Section 12(g) of the Act:
              Common Stock, par value $0.01 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 of this
Form 10-K. (   )

     The aggregate market value of the registrant's voting stock
held by non-affiliates as of October 25, 1996 was:  $28,198,539 (*
see note on index page).

     The number of shares outstanding of each class of registrant's
common stock as of October 25, 1996 was:  Common Stock, par value
$0.01 per share, 3,912,915 shares.
                        ___________________
                                 
                Documents Incorporated by Reference
                                 
     Portions of the registrant's definitive proxy statement to be
furnished to stockholders in connection with its Annual Meeting of
Stockholders to be held on March 19, 1997 are incorporated by
reference in Part III of this Form 10-K.

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The  Company's 10-K for the fiscal year ended October 25,  1996  is
amended as follows:



ITEM   7.    Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations.

The  third  paragraph  under "Liquidity and Capital  Resources"  is
amended to read in its entirety as follows:

     A credit agreement with a financial institution at January 20,
1994, provided a $38.8 million line of credit consisting of a $10.5
million  working  capital line and a $28.3 million  revolving  term
loan.    Amounts drawn on the working capital line bear interest at
1.5  percentage points over the reference rate announced from  time
to  time  by the First National Bank of Chicago, Chicago,  Illinois
and  mature  on October 31, 1997, with a one year extension  if  no
default  exists  under  the loan documents at  maturity.   Interest
accrues  on  the  revolving  line of credit  at  various  rates  by
tranche,  a  summary  of  which is set  forth  in  Note  5  to  the
Consolidated  Financial Statements included herein.  Subsequent  to
October 25, 1996, the effective interest rate was reduced from  1.5
percentage  points over the reference rate to .5 percentage  points
over.



ITEM 10.  Directors and Executive Officers of the Registrant.

      Information relating to the Company's Directors and executive
officers is set forth under the heading "Election of Directors  and
Information  as to Directors, Nominees and Executive  Officers"  in
the  Company's definitive proxy statement relating to the Company's
Annual Meeting of Stockholders to be held March 19, 1997, which was
filed  with  the  Securities and Exchange Commission  on  or  about
January  29, 1997, and such information is incorporated  herein  by
reference.

      The Company has entered into a consulting agreement with  Mr.
Dove,  the Chairman of the Board, providing for a term through  May
30, 1998, under which Mr. Dove receives compensation at the rate of
$25,000 per fiscal quarter.  Such agreement also provides for  lump
sum  payment of the lesser of the compensation payable  during  the
balance of the term or the amount $1.00 less than the amount  which
would  be  deemed a "parachute payment" under the Internal  Revenue
Code  of 1986, as amended,if certain terms of Mr. Dove's engagement
are altered and he elects to terminate after a change in control of
the  Company.   For  fiscal  1996, the  Company  paid  Mr.  Dove  a
discretionary bonus of $30,000 related to his performance under the
consulting agreement.


                                 
                            SIGNATURES
                                 
      Pursuant  to the requirements of Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934, the registrant  has  duly  caused
this  Form  10-K/A amending its annual report on Form  10-K  to  be
signed   on   its  behalf  by  the  undersigned,  thereunder   duly
authorized.

                              OPTEK TECHNOLOGY, INC.

By    /s/   Thomas R. Filesi
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Thomas R. Filesi, President and Chief Executive Officer

Dated:  May 23, 1997