CONFORMED COPY
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-K/A

Amendment No. 2 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.

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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 following tables, which were incorporated by reference into Item 11 
of the Company's Form 10-K for the fiscal year ended October 25, 1996, are 
amended in their entirety to read as follows:

Option Grants
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	The following table contains information about stock options granted to 
the executive officers named in the preceding table during the fiscal year 
ended October 25, 1996:



                                                                       Potential
                                                                       Realizable
                                   Percentage                          Value At
                                   of Total                            Assumed Annual
                                   Options                             Rates of
                                   Granted                             Stock Price
                       Number of   to                                  Appreciation
                       Shares Un-  Employees                           for
                       derlying    In         Exercise     Expi-       Option
                       Options     Fiscal     Price        ration      Term
Name                   Granted     Year       ($/Share)    Date        5% ($)	  10% ($)
                                                             
Thomas R. Filesi  	       10,000	   5.7%       $11.969   	 3/19/2006  	$75,272 	$190,755
William J. Collinsworth  	20,000  	11.5%       	$10.25   	10/21/2006 	$128,923	 $326,717
Richard G. Dahlberg       	8,000   	4.6%      	$11.969    	3/19/2006  	$60,218 	$152,604
Thomas S. Garrett         	8,000   	4.6%      	$11.969    	3/19/2006  	$60,218 	$152,604
Robert J. Kosobucki       	8,000   	4.6%      	$11.969    	3/19/2006  	$60,218 	$152,604


Option Exercises And Fiscal Year End Option Values
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The following table reflects option exercises during the fiscal year 
ended October 25, 1996, the number of shares underlying both exercisable 
and unexercisable options as of the fiscal year end and the value of 
unexercised "in the money" options as of the fiscal year end:


	
                       	Acquired   	Value	    at Fiscal Year End 	At Fiscal Year End (2)
	                          on	     Realized   Exer-   	Exer-	     Exer-	     Exer-
Name	                   Exercise     	(1)    	cisable  cisable   	cisable   	cisable

                                                         
Thomas R. Filesi        	100,000 	$1,168,500  	54,500 	130,000	   $444,590	  $1,186,560
William J. Collinsworth       	0          	0	       0	  20,000          	0 	 $   17,500
Richard G. Dahlberg      	36,223   	$299,621   	6,666  	47,333    	$33,830 	 $  345,223
Thomas S. Garrett        	46,666   	$551,125  	19,666  	44,667 	  $160,830    	$316,064
Robert J. Kosobucki       	3,333    	$35,705   	6,666  	28,000    	$33,830    	$114,413

(1)	For purposes of calculating the value realized, the Company has used 
the average of the bid and asked prices as reported by a market maker on 
the date of exercise through April 22, 1996 and the closing price as
reported by Nasdaq as of October 25, 1996.

(2)	For purposes of calculating the value of unexercised "in the money" 
options, the Company has used the closing price as reported by Nasdaq as
of October 25, 1996.


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 in 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 29, 1997