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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, 1997

                                       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 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. [ ]


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        The aggregate market value of the voting shares held by non-affiliates
of the Registrant on June 13, 1997 (based on the average over-the-counter bid
and asked prices of such stock on such date) was $88,288,000.

        Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of June 13, 1997:

            Common Shares                     9,948,000 

        Portions of the Registrant's definitive Proxy Statement for its
September 9, 1997, 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, 1997 ("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.

              13.1  This first amendment to the Annual Report to Shareholders
                    for the year ended March 31, 1997, is being filed to provide
                    a corrected copy of the Company's Annual Report to
                    shareholders. The Annual Report to Shareholders previously
                    filed contained a typographical error on page 23.

    



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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 2nd day of July, 1997.
    

                       CHAD THERAPEUTICS, INC.


                       By /S/Charles R. Adams
                          ---------------------------------------------
                          Charles R. Adams, 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.

   
<TABLE>
<CAPTION>
     Signature                Title                    Date
     ---------                -----                    ----
<S>                      <C>                       <C> 

/S/Charles R. Adams      Chief Executive           July 2, 1997
-----------------------  Officer and Director
Charles R. Adams         (Principal Executive
                         Officer)

/S/Francis R. Fleming    President, Chief          July 2, 1997
-----------------------  Operating Officer and
Francis R. Fleming       Director
                        

/S/Earl L. Yager         Senior Vice President,    July 2, 1997
-----------------------  Chief Financial
Earl L. Yager            Officer and Secretary
                         and Director (Principal
                         Financial and Accounting
                         Officer)
                        

/S/David L. Cutter       Director                  July 2, 1997
-----------------------
David L. Cutter


/S/John C. Boyd          Director                  July 2, 1997
-----------------------
John C. Boyd


/S/Norman Cooper         Director                  July 2, 1997
-----------------------
Norman Cooper


/S/Philip Wolfstein      Director                  July 2, 1997
-----------------------
Philip Wolfstein
</TABLE>
    


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                                  Exhibit Index



                         Exhibit Index                   Sequentially
Exhibit No.                 Document                     Numbered Page
-----------              -------------                   -------------
                                       
   13.1        Annual Report to Shareholders for
               the year ended March 31, 1997

    




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