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

                                F O R M 10 - K/A


[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
        Act of 1934 (Fee Required)

                    For the fiscal year ended March 31, 1998

                                       OR

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 (No Fee Required)

             For the transition period from __________ to __________

                         Commission file number 0-11363

                             Chad Therapeutics, Inc.
             (Exact name of registrant as specified in its charter)

          California                                       95-3792700
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

 21622 Plummer Street, Chatsworth, CA                         91311
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code: (818) 882-0883

Securities registered pursuant to Section 12(b) of the Act: None.

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

                          Common Shares, $.01 par value
                                (Title of 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 disclosures of delinquent filers pursuant to
Item 405 of Regulation SK (229.405 of this chapter) is


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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. [ ]

        The aggregate market value of the voting shares held by non-affiliates
of the Registrant on June 12, 1998 (based on the average over-the-counter bid
and asked prices of such stock on such date) was $60,072,000.

        Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of June 12, 1998:

        Common Shares                          10,012,000

        Portions of the Registrant's definitive Proxy Statement for its
September 15, 1998, Shareholders' meeting ("Proxy Statement") (which Proxy
Statement has not been filed as of the date hereof) are incorporated into Part
III as set forth herein. Portions of the Registrant's Annual Report to
Shareholders for the year ended March 31, 1998 ("Annual Report") are
incorporated into Part II as set forth herein and only such portions of the
Annual Report as are specifically incorporated by reference are thereby made a
part of this Annual Report on Form 10-K.


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                                    PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a) (3)  Exhibits.

                        This first amendment to the Form 10-K for the year ended
                        March 31, 1998, is being filed to provide the following
                        two exhibits:

                10.27   Employment Agreement with Thomas E. Jones

                10.28   Form of Severance and Change of Control Agreement for
                        officers


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                                   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, in the City of Los
Angeles, State of California, on the 29th day of June, 1998.

                              CHAD THERAPEUTICS, INC.

                              By /S/Thomas E. Jones
                                 ----------------------------------------------
                                 Thomas E. Jones, Chief Executive Officer

        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 dates indicated.

     Signature                Title                    Date


/S/Thomas E. Jones                Chief Executive           June 29, 1998
----------------------------      Officer and Director 
Thomas E. Jones                   (Principal Executive 
                                  Officer)             
                                  
/S/Francis R. Fleming             President, Chief          June 29, 1998
----------------------------      Operating Officer and 
Francis R. Fleming                Director              
                                  
/S/Earl L. Yager                  Senior Vice President,    June 29, 1998
----------------------------      Chief Financial Officer     
Earl L. Yager                     and Secretary and Director  
                                  (Principal Financial and    
                                  Accounting Officer)         
                                  
                                  Chairman of the Board     June 29, 1998
----------------------------
Charles R. Adams                  
                                  
/S/David L. Cutter                Director                  June 29, 1998
----------------------------
David L. Cutter                   
                                  
                                  
/S/John C. Boyd                   Director                  June 29, 1998
----------------------------
John C. Boyd                      
                                  
                                  
/S/Norman Cooper                  Director                  June 29, 1998
----------------------------
Norman Cooper                     
                                  
                                  
/S/Philip Wolfstein               Director                  June 29, 1998
----------------------------
Philip Wolfstein                  


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                                  Exhibit Index


<TABLE>
<CAPTION>
                         Exhibit Index             Sequentially
Exhibit No.                 Document              Numbered Page
-----------                 --------              -------------
<S>          <C>                                  <C>

  10.27      Employment Agreement with Thomas
             E. Jones

  10.28      Form of Severance and Change in
             Control Agreement with Officers
</TABLE>


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