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

                                FORM 10-K/A
                              Amendment No. 1

(Mark one)

[X]  Annual Report Pursuant to Section 13 of 15(d) of the Securities
     Exchange Act of 1934

                For the fiscal year ended December 31, 1997

                                     OR

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

                       Commission File Number 0-21872

                                ALDILA, INC.
           (Exact name of registrant as specified in its charter)

             DELAWARE                               13-3645590
  (State of other jurisdiction of     (I.R.S. Employer Identification Number)
  incorporation or organization)

          15822 BERNARDO CENTER DRIVE, SAN DIEGO, CALIFORNIA 92127
                  (Address of principal executive offices)

                               (619) 592-0404
                        (Registrant's Telephone No.)

        Securities Registered Pursuant to Section 12(b) of the Act:

     Title of each class       Names of each exchange on which registered
            None                                  None
            ----                                  ----

        Securities registered pursuant to section 12(g) of the Act:
                  Common Stock, par value $0.01 per share
               ----------------------------------------------
                              (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 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. [ ]

As of March 16, 1998, the aggregate market value of the voting stock held
by non-affiliates of the registrant, based on market quotations as of that
date, was approximately $78.1 million.

As of March 16, 1998, there were 15,443,871 shares of the Registrant's
common stock, par value $0.01 per share, outstanding.
<PAGE>
                                Aldila, Inc.

                       Amendment No. 1 on Form 10-K/A
                                   to the
   Annual Report on Form 10-K for the fiscal year ended December 31, 1997


                             Table of Contents

                                                                 Page

          Explanatory Note                                          3

          PART III

          Item 11.  Executive Compensation                          4

<PAGE>
                              EXPLANATORY NOTE

          This  Amendment  No.  1 on  Form  10-K/A  of  Aldila,  Inc.  (the
"Company")  amends and  restates  Item  11(b)-(d) of the  Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 1997.
<PAGE>
                                FORM 10-K/A

                        AMENDMENT NO. 1 TO FORM 10-K


          The undersigned  Registrant hereby amends Part III Item 11(b)-(d)
of its Annual  Report on Form 10-K for the fiscal year ended  December  31,
1997 to read in its entirety as follows:

                                  PART III

ITEM 11.  EXECUTIVE COMPENSATION

          Summary  Compensation  Table.  The following table sets forth the
compensation  (cash and non-cash,  plan and  non-plan)  paid to each of the
Named  Executive  Officers for services  rendered in all  capacities to the
Company  during the three  fiscal years ended  December 31, 1997,  1996 and
1995.

<TABLE>
<CAPTION>
                                            SUMMARY COMPENSATION TABLE
                                                                                                    Long Term
                                                               Annual Compensation                  Compensation
                                                       ----------------------------------------  -----------------
                                                                                                    Securities
                                                                                  Other Annual      Underlying
Name and Principal Position        Fiscal Year    Base Salary         Bonus       Compensation        Options
--------------------------------  -------------  --------------  --------------  ---------------  ----------------

<S>                                   <C>           <C>           <C>             <C>               <C>    
Gary T. Barbera                       1997          $359,400      $   --          $    --           250,000
   Chairman of the Board and          1996           332,900        86,600             --            60,000
   Chief Executive Officer            1995           317,000          --               --            40,000

Peter R. Mathewson                    1997           200,800          --               --           162,500
   Vice President; President          1996           119,300        31,000             --            40,000
   and Chief Operating Officer,       1995           111,000          --             51,803(FN2)     25,000
   Aldila Golf Corp.

Robert J. Cierzan                     1997           159,000          --               --           125,000
   Vice President, Finance;           1996           137,400        35,700             --            35,000
   Secretary and Treasurer            1995           128,000          --               --            18,000

Peter J. Piotrowski(FN1)              1997           129,300          --               --            25,000
   Vice President,                    1996           119,200        31,000             --            30,000
   Manufacturing                      1995           113,000          --             67,460(FN2)     25,000
                

Michael J. Rossi                      1997           115,300          --               --            40,000
   Vice President - Sales and          --              --             --               --              --
   Marketing, Aldila Golf Corp.        --              --             --               --              --

-----------------------
<FN>
(1) In February 1998,  Peter J.  Piotrowski's  employment in all capacities
with the Company, including all subsidiaries thereof, was terminated.

(2) Represents the excess of fair market value of securities purchased from
the Company over the price paid for such securities.
</FN>
</TABLE>

          The following table sets forth information concerning the grant
of stock options during the fiscal year ended December 31, 1997 to each of
the Named Executive Officers.

<TABLE>
<CAPTION>
                                                       OPTION GRANTS
                                        IN THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                                   Individual Grants
                                   ---------------------------------------------------
                                                   
                                        Percent of
                                          Total                                             Potential Realizable
                                         Options                                              Value at Assumed
                                        Granted to                                            Annual Rates of
                                        Employees       Exercise or                             Stock Price
                         Options        in Fiscal       Base Price      Expiration            Appreciation for
Name                     Granted(FN1)   Year 1997(FN2)  (per share)      Date(FN3)               Option Term
----------------------  -------------  ---------------  -------------  --------------  ------------------------------
                                                                                              5%(FN4)      10%(FN4)
                                                                                       ----------------  ------------

<S>                      <C>               <C>             <C>            <C>               <C>          <C>       
Gary T. Barbera          250,000           26%             $4.80          5/06/07           $754,670     $1,912,490

Robert J. Cierzan        125,000           13%              4.80          5/06/07            377,340        956,240

Peter R. Mathewson       100,000           10%              4.94          1/07/07            310,670        787,310
                          62,500            6%              4.80          5/06/07            188,670        478,120

Peter J. Piotrowski       25,000            3%              4.80          5/06/07(FN5)        75,470        191,250

Michael J. Rossi          40,000            4%              4.80          5/06/07            120,750        306,000

---------------------
<FN>
(1)  These  options  were  granted  pursuant  to the  Company's  1994 Stock
     Incentive  Plan,  as amended and restated  (the "1994 Stock  Incentive
     Plan").   One-third  of  the  total  number  of  options  granted  are
     exercisable  on the first  anniversary  of the  option  grant date and
     thereafter,  an  additional  one-third  of the total number of options
     granted are exercisable on each of the second and third  anniversaries
     of the option grant.

(2)  In fiscal 1997, the Company  granted a total of 962,500 options to its
     employees  under the Company's 1994 Stock  Incentive Plan. This number
     was used in calculating the percentages above.

(3)  The options  granted under the  Company's  1994 Stock  Incentive  Plan
     generally  expire on the earliest of (a) the tenth  anniversary of the
     date of grant,  (b) if the  Optionee's  employment  is terminated as a
     result of death,  disability,  retirement  or within two years after a
     change in control, one year following  termination of employment,  (c)
     if the Optionee's  employment is terminated  for any other reason,  30
     days  following  termination of employment or (d) the exercise in full
     of the option.

(4)  The assumed 5% and 10% annual rates of  appreciation  over the term of
     the options  are set forth in  accordance  with rules and  regulations
     adopted by the SEC and do not  represent  the  Company's  estimate  of
     stock price appreciation.

(5)  Mr. Piotrowski's options have been terminated following termination of
     his  employment in February 1998.  These dates  represent the original
     expiration dates of Mr. Piotrowski's options.
</FN>
</TABLE>

          Aggregated  Option  Exercises.  The  following  table  sets forth
information  (on an  aggregated  basis)  concerning  each exercise of stock
options during the fiscal year ended December 31, 1997 by each of the Named
Executive  Officers and the fiscal  year-end value of unexercised  options.
The  Company  has  no  outstanding  stock   appreciation   rights,   either
freestanding or in tandem with options.

<TABLE>
<CAPTION>
                                                AGGREGATE OPTION EXERCISES
                                      IN THE FISCAL YEAR ENDED DECEMBER 31, 1997 AND
                                              FISCAL YEAR-END OPTION VALUES


                                                                                                     Value of Unexercised
                                                             Number of Securities Underlying            "In-the-Money"
                                                                Unexercised Options at                Options at Fiscal
                              Shares                                Fiscal Year-End                     Year-End(FN1) 
                            Acquired on                      ------------------------------  --------------------------------
      Name                   Exercise       Value Realized    Exercisable    Unexercisable    Exercisable    Unexercisable
------------------------  --------------  -----------------  -------------  ---------------  -------------  -----------------

<S>                             <C>               <C>           <C>             <C>                <C>               <C>
Gary T. Barbera                 --                --            83,817          303,333            --                --

Robert J. Cierzan               --                --            38,667          154,333            --                --

Peter R. Mathewson              --                --            45,000          197,500            --                --

Peter J. Piotrowski(FN2)        --                --            41,667           53,333            --                --

Michael J. Rossi                --                --                 0           40,000            --                --

-----------------------
<FN>
(1)  Options are  "in-the-money"  at the fiscal year-end if the fair market
     value of the  underlying  securities on such date exceeds the exercise
     price of the option.  The closing price of the Company's  Common Stock
     on December  31, 1997 did not exceed the  exercise  price of the above
     underlying  securities  and,  accordingly,  none  of the  options  are
     "in-the-money."

(2)  Mr. Piotrowski's options have been terminated following termination of
     his employment in February 1998.
</FN>
</TABLE>
<PAGE>


                                 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.

                                           ALDILA, INC.


                                           By:/s/ Gary T. Barbera
                                              ----------------------------
                                              Gary T. Barbera
                                              Chairman of the Board,
                                                Chief Executive Officer

Date: June 25, 1998