10-K/A

CONFORMED COPY


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-K/A
Amendment No. 4 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 31, 1997 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 31, 1997 was:  $67,909,282 (* see
note on index page).

The number of shares outstanding of each class of registrant s
common stock as of October 31, 1997 was:  Common Stock, par value
$0.01 per share, 4,259,534 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 17, 1998 are incorporated by
reference in Part III of this Form 10-K.
                                                                 

                                                             



Exhibit 10.73 is hereby amended in accordance with the attached
exhibit. 




                                SIGNATURES

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

                              Optek Technology, Inc.



                              By: /s/ Christopher M. Hewitt
                                  Christopher M. Hewitt
                                  Secretary

EX-10.73

                                STRATTEC
                                AGREEMENT

     AGREEMENT dated as of November 1st 1994 between Strattec
Security Corporation, A Wisconsin Corporation ("Strattec") and
Optek Technology Inc. a Delaware Corporation ( the Company ).    

     WHEREAS the Company desires to sell to Strattec and Strattec
desires to purchase from the Company certain commodities or
products as described herein;

     NOW, THEREFORE in consideration of the premises and mutual
covenants contained herein, the parties hereby agree as follows: 

 
     1. SUPPLY OBLIGATION. Subject to the terms and conditions of
this Agreement the Company shall supply the following defined
commodities or products (the "Products") to Strattec, and of
Strattec design or designed by Company specifically for Strattec
shall sell such Products to no one else during the Contract
Period:    

     Production  and/or Pre-production Components:

     *

     2.   CONTRACT PERIOD: The term of this Agreement (the
"Contract Period") shall be as follows

For the life of the programs, or six (6) years from production
start for each sensor, individually.

     3. PURCHASE OBLIGATION.  During the Contract Period,
Strattec shall purchase the following quantities of the Products:

     *
          
     4.   PRICES. The prices which the Company shall charge
Strattec for the Products shall be as follows:                   

          
                                                       Unit Price
     *
Price reduction of * and * Programs *  The * price reductions
(compounded each year) in * are based upon the volume of units
quoted being delivered in the previous Model year. In the event
that the minimum volume is not achieved in the previous year, the
unit price will remain unchanged (same as previous year). If the,
minimum volume is met in the subsequent year, the next years
price will be reduced * from its current year. Pricing subject to
change upon Strattec customer design changes.          


AN "*" HEREIN INDICATES THAT INFORMATION FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


     5. SHIPPING. The Company shall at its cost, pack and/or
prepare all of the Products for shipment by the usual and
customary method of shipment for such Products. At Strattec's
request and expense, the Company shall ship each Strattec order
for a Product by alternative means and to such location as
Strattec shall request reasonably in advance of the shipment
date. All terms for, and shipments of, the Products to Strattec
will be as follows:

F.O.B. Optek shipping point (Carrollton, Texas, Juarez, Mexico,
El Paso, Texas)

     6.   TERMS OF PAYMENT. The terms of payment for all of the
Products sold to Strattec hereunder shall be:

Net thirty (30) days, from date of invoice

     7. OTHER TERMS & CONDITIONS. All purchases of Products
hereunder shall be subject to Strattec's standard terms and
conditions for suppliers as set forth in the attached "Terms and
Conditions" and incorporated herein. To the extent not
inconsistent with the provisions of this Agreement, the purchase
of Products hereunder shall be governed by individual Strattec
purchase orders.

Minimum Volume Penalty:
In the event that the annual product rate falls below the minimum
quoted volume, a bill back will be calculated based upon * per
unit shipped, in the effected Model year.

Variation in component cost for items purchased from Packard
Electric Division (General Motors Corporation) will result in
pricing adjustment over the term of this quotation

Company requires * days advance notice from scheduled ship date
to reschedule products herein

Strattec agrees to purchase * of the herein products from Optek

     8.   COMPANY CAPACITY AVAILABLE TO STRATTEC. The Company
shall make available at the request of Strattec the following
minimum capacity of the Products during the Contract Period:     

      
                                   pieces Annually          
     *
The capacities listed are based on equipment purchased and
manufacturing on two (2) shifts per day, 240 days per year.      

  
     9. QUALITY. The Company will assure the quality and
reliability of the Products in accordance with the provisions of
the Strattec Supplier Manual.

     10. OTHER PROVISIONS.          

          a) OBLIGATION AFTER TERMINATION. For Products designed
by Strattec or by Company specifically of Strattec, Company shall
for the reasonable period specified below (if any be specified)
after the contract period has terminated, sell such Products
exclusively to Strattec and shall refer all aftermarket sales and
service customers of such Products to Strattec:

Optek agrees to supply the sensors for service requirements for
an indefinite period of time.  In the unlikely event that these
sensors would not be manufacturable, Optek will offer Strattec a
last time buy with a notification of six (6) months.          

          b) PRIOR AGREEMENTS. This Agreement becomes effective
upon the beginning of the Contract Period, and replaces and
supersedes all prior agreements between Strattec and the Company
regarding the Products.          

          c) Intellectual Property - Inventions made during the
development of these products or the term of this agreement will
belong to the company/person making such invention.  In the event
of a joint invention, the companies shall apply for and share in
any resultant patents.

COMPANY:                                SUPPLIER:          

Strattec Security Corporation           OPTEK Technology, Inc.   

3333 W. Good Hope Road                  1215 West Crosby Road    

P.O. Box 702                            Carrollton, Texas 75006  

Milwaukee, WI 53201-0702          

(414) 247-3333                          (214) 323-2200          
Telephone Number                        Telephone Number         

(414) 247-3329                          (214) 323-2396          
Fax Number                              Fax Number          

Tim Mueller                             Jim Iannucci         
Name of Representative                  Name of Representative   

     
Production Control 
and Materials Manager                   Regional Sales Manager   
Title                                   Title 


/s/ April Krukar                        /s/ Jim Iannucci        
Signature                               Signature


2/17/95                                 February 16, 1995        
Date                                    Date

April Krukar
Buyer