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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               ----------------

                                  FORM 10-K/A

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 
    1934 [FEE REQUIRED]
For the fiscal ended October 27, 1996

                                      OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 
    OF 1934 [NO FEE REQUIRED]
For the transition period from                       to
                              ______________________    ______________________
Commission file number 0-14365

                        ALPHA TECHNOLOGIES GROUP, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                          76-0079338
   (STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

    9465 WILSHIRE BLVD., SUITE 717                            
         BEVERLY HILLS, CA                                         90212  
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE) 

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 385-1494

                                ---------------

        SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
                                     None

        SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                         Common Stock, $.03 par value
                         ----------------------------
                             (TITLE OF EACH CLASS)

  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.[ ]

  State the aggregate market value of the voting stock held by non-affiliates of
the registrant.

                        $21,129,911 at January 17, 1997

  Indicate the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date.

        Common Stock, 6,746,329 shares outstanding at January 17, 1997

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                      DOCUMENTS INCORPORATED BY REFERENCE

  The Company's definitive proxy statement to be filed on or about February 24, 
1997 is incorporated by reference into Part III of this report.

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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
fiscal year ended October 27, 1996 as set forth in the pages attached hereto:

     Item 14(a)(3)  Exhibits.

     Exhibit 28.1  Annual Report on Form 11-K for the
                   fiscal year ended October 31, 1996
                   for the ATGI 401(K) Plan.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, hereunto duly authorized.

                               ALPHA TECHNOLOGIES GROUP, INC.    
                                                                 
                                                                 
                                                                 
                               By:/s/ JOHNNY J. BLANCHARD        
                                  ------------------------------ 
                               Johnny J. Blanchard               
                               Principal Accounting Officer       


Dated:  May 13, 1997
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                                 EXHIBIT INDEX


                                                             Sequentially
  Exhibit                                                      Numbered
  Number       Description of Exhibit                             Page
 
   28.1        Annual Report on Form 11-K for the year ended
               October 31, 1996 for the ATGI 401K PLAN