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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, 2003


OR

|  |  |                                                                                                           
|- |  | ----------------------------------------------------------------------------------------------------------
|o |  | 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
incorporation or organization) |  | (I.R.S. Employer
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 16, 2003 (based on the average over-the-counter bid and
asked prices of such stock on such date) was $17,532,000.

Indicate the number of shares outstanding of each of the registrants
classes of common stock as of June 12, 2003:

|              |  |  |            | 
|------------- |  |  | ---------- | 
|Common Shares |  |  | 10,076,000 | 

Portions of the Registrants definitive Proxy Statement for its September
9, 2003, 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, 2003 (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.
|SIGNATURES   
|Exhibit Index
|Exhibit 10.29



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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, 2003,
is being filed to provide the following exhibit:
| |  |  | -------------------------------------------------------------------------------------------------------------------------

10.29 Amended and Restated Employment Agreement with Thomas E. Jones

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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 10th day of July, 2003.

| |  |                         |  |                                         
| |  | ----------------------- |  | ----------------------------------------
| |  | 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
Thomas E. Jones   |  | Chairman, Chief Executive Officer and
Director (Principal Executive Officer)                               |  | July 10, 2003
|                                     
|/s/ Earl L. Yager
Earl L. Yager       |  | President, Chief Financial
Officer and Secretary and Director
(Principal Financial and Accounting Officer) |  | July 10, 2003
|                                     
|/s/ David L. Cutter
David L. Cutter   |  | Director                                                                                                   |  | July 10, 2003
|                                     
|/s/ John C. Boyd
John C. Boyd         |  | Director                                                                                                   |  | July 10, 2003
|                                     
|/s/ Norman Cooper
Norman Cooper       |  | Director                                                                                                   |  | July 10, 2003
|                                     
|/s/ Philip Wolfstein
Philip Wolfstein |  | Director                                                                                                   |  | July 10, 2003
|                                     
|/s/ James M. Brophy
James M. Brophy   |  | Director                                                                                                   |  | July 10, 2003

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Exhibit Index

|            |  |                                                                |  |               |  | 
|----------- |  | -------------------------------------------------------------- |  | ------------- |  | 
|            |  | Exhibit Index                                                  |  | Sequentially 
|Exhibit No. |  | Document                                                       |  | Numbered Page
|            |  |                                                                |  |              
|10.29       |  | Amended and Restated Employment
Agreement with Thomas E. Jones

5