SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-K/A
                               (Amendment No. 1)

   X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (No Fee Required)

For this fiscal year ended the Last Day of February, 2000
Commission File Number 0-8955

                            THE CHERRY CORPORATION
            (Exact name of registrant as specified in its charter)
              Delaware                                       36-2977756
(State of other jurisdiction of incorporation            (I. R. S. Employer
          or organization)                             Identification Number)

  3600 Sunset Avenue, Waukegan, IL                             60087
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number including area code:         (847) 662-9200

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

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

                                 Common Stock
                               (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.                 ( X )   Yes       (   )  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (paragraph 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 the form 10-K.                   ( X )

The aggregate market value of the registrant's Common Stock on April 28, 2000
held by nonaffiliates was approximately $81 million, based on a calculation that
45% of the shares are owned by nonaffiliates and are valued at the closing price
as reported on the Nasdaq National Market tier of The Nasdaq Stock Market on
April 28, 2000.

Number of shares of Common Stock outstanding as of April 28, 2000 was
10,079,983.
                                       1
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS OF THE COMPANY

     The following information concerning the directors has been furnished by
the nominees:
<TABLE>
<CAPTION>
                                     Principal Occupation                First
                                                                         Year
                                    During Last Five Years              Elected
      Name         Age              And Other Directorships            Director
      ----         ---              -----------------------            --------
<S>                <C>   <C>                                             <C>
Peter B. Cherry    52    Chairman of the Board and President             1977

Thomas L. Martin   78    President Emeritus of Illinois Institute of     1979
                         Technology.

Robert B.          72    Consultant, formerly partner, law firm of       1982
McDermott                 McDermott, Will & Emery; Mr. McDermott is
                          also a director of Maynard Oil Company.

Peter A.           57    Director, since 1993, Executive Vice            1993
Guglielmi                 President, since 1990, Chief Financial
                          Officer, 1990-1999, and Treasurer, 1988-
                          1999, Tellabs Inc. (voice and data
                          communications equipment manufacturer),
                          President, Tellabs International, Inc.
                          1993-1997.  Mr. Guglielmi is also a
                          director of Internet Communications Corp.
                          and Uniphase Corporation.



Charles W. Denny   64    Chairman, since 1997, Chief Executive Officer
                          and President, 1992-1998, Schneider            1993
                          Electric-North American Division (formerly
                          Groupe Schneider-North America), President
                          and Chief Operating Officer, 1992-1997,
                          Square D Company (electrical distribution
                          and industrial control products
                          manufacturer). Mr. Denny is also a director
                          of Woodhead Industries, Inc.

W. Ed Tyler        47    Director, President and Chief Executive         1995
                          Officer since April 1998, Moore Corporation
                          Limited (print and digital communication
                          products and services), formerly Executive
                          Vice President, 1995-1998, and Sector
                          President, Information Management Sector
                          since 1996, Sector President, Networked
                          Services Sector, 1994-1996, R. R. Donnelley
                          & Sons Co. (printing and printing related
                          services).  Mr. Tyler is also a director of
                          Vista Information Solutions, Inc. and First
                          Industrial Realty Trust, Inc.

Henry J. West      57    Group Vice President, since 1992, The Marmon    1995
                          Group (international association of
                          manufacturing and service businesses).


<FN>
Information concerning the executive officers is set forth after Item 4 in Part
I hereof under the caption "Executive Officers of the Registrant."
</TABLE>
                                       2
<PAGE>

SECTION 16(a)  BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires that  certain
of the Company's directors, officers and  stockholders file with the  Securities
and Exchange Commission and Nasdaq an initial statement of beneficial  ownership
and certain statements of changes in beneficial ownership of Common Stock of the
Company.  Based solely on its review of  such forms received be the Company  and
written representation from  the directors and  officers that  no other  reports
were required, the Company is unaware of any instances of noncompliance, or late
compliance, with such filings during the fiscal year ended February 29, 2000.


ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the executive officers
named below.
<TABLE>
                         Summary Compensation Table (1)
<CAPTION>
                                                             Long-Term
                                 Annual Compensation        Compensation
                             ---------------------------    ------------
                                                             Number of
                                                               Shares
                                                             Underlying        All other
   Name and Principal                 Salary       Bonus    Stock Options    Compensation
        Position             Year       ($)         ($)         (#)             (2) ($)
-----------------------------------------------------------------------------------------
<S>                         <C>     <C>          <C>          <C>             <C>
Peter B. Cherry             2000    $439,335       $--        40,000          5,600
 Chairman of the Board      1999     432,735     151,725      20,000          5,600
 And President              1998     413,778     44,449       12,000          7,713

Alfred S. Budnick (3)       2000     290,000     58,377       6,800           2,832
 Vice President of the      1999     275,000     17,531       17,000          3,259
 Company
 And President of a         1998     265,000     136,044      8,500           6,426
 Subsidiary

Klaus D. Lauterbach         2000     299,868     93,067       6,000            --
 Vice President of the      1999     317,853     120,327      6,000            --
 Company
 And General Manager of a   1998     293,082     82,189       6,000            --
 Subsidiary

Dan A. King                 2000     225,311       --         8,000           5,600
 VP of Finance &            1999     214,126     42,840       5,000           5,600
 Administration,
 Treasurer and              1998     205,451     44,090       5,000           7,713
 Secretary

Robert G. Terwall           2000     200,082       --         8,000           5,600
 Vice President of the      1999     183,789      9,180       5,000           5,600
 Company
 And General Manager of a   1998     182,188     15,481       5,000           7,448
 Division

<FN>
(1) Table excludes perquisites, as amounts received do not exceed the lesser of
$50,000 or 10% of any of the named officer's salary and bonus.
(2) Represents Company contributions under 401(k) and profit sharing plans.
(3) Mr. Budnick resigned as an officer and director on April 12, 2000.
</TABLE>
                                       3
<PAGE>



The table below sets forth certain information with respect to stock options
granted under the Company's 1995 Stock Incentive Plan during fiscal 2000 to the
executive officers named in the Summary Compensation Table.
<TABLE>
               Option/SAR Grants in Last Fiscal Year
<CAPTION>
                                                                      Potential
                                                                      Realizable Value
                                                                      at Assumed
                     Individual Grants (1)                            Annual Rates of
                                                                      Stock Price
                                                                      Appreciation
                                                                      for Option Term (2)
            --------------------------------------------------------  --------------------
            Number of
            Shares        % of Total
            Underlying    Options/SARs
            Options/SARs  Granted to       Exercise or
            Granted       Employees in     Base Price     Expiration
            (#)           Fiscal Year      ($/Share)      Date           5% ($)    10% ($)
------------------------------------------------------------------------------------------
<S>            <C>         <C>             <C>            <C>           <C>       <C>
Peter B.       40,000      17.2%           $13.875        3/01/2009     $349,095  $884,670
Cherry

Alfred S.       6,800       2.9%            13.875        7/03/2000        2,122     4,285
Budnick

Klaus D.        6,000       2.6%            13.875        3/01/2009       52,364   132,701
Lauterbach

Dan A. King     8,000       3.4%            13.875        3/01/2009       69,819   176,934


Robert G.       8,000       3.4%            13.875        3/01/2009       69,819   176,934
Terwall

<FN>
(1) All options reported are for Common Stock granted on March 1, 1999, and
    become exercisable in cumulative annual installments of 1/3 of the shares
    covered thereby on each of the first, second and third anniversaries of the
    grant date.  Mr. Budnick resigned as an officer and director on April 12,
    2000.  As a result, only 2,266 shares of the 6,800 grant are exercisable and
    expire on July 3, 2000 if unexercised.

(2) The amounts set forth represent the value that would be received by the
    Named Executive Officer upon exercise of the option on the date before the
    expiration date of the option based upon assumed annual growth rates in the
    market value of the Company's common stock of 5% and 10%, rates prescribed
    by applicable Securities and Exchange Commission rules.  Actual gains, if
    any, on stock option exercises are dependent on the future performance of
    the Company's common stock and other factors such as the general condition
    of the stock markets and the timing of the exercise of the options.  The
    potential realizable values for Mr. Budnick is based on only the 2,266
    shares exercisable to July 3, 2000 as disclosed in Note (1) above, rather
    than the full grant.  In addition Mr. Budnick's realizable value is based on
    an accelerated expiration date of July 3, 2000 rather than the normal ten
    year term to expiration.
</TABLE>
                                        4
<PAGE>

     The following table sets forth certain information with respect to options
exercised by the executive officers named in the Summary Compensation Table.
<TABLE>
                 Aggregate Option Exercises in Last Fiscal Year
                       and Fiscal Year End Option Values
<CAPTION>
              Shares                  Number of Shares              Value of Unexercised In-
              Acquired                Underlying Unexercised        the-Money Options at
              on         Value        Options at Fiscal Year End    Fiscal Year End ($)
              Exercise   Realized($)  (#) Exercisable               Exercisable/
Name          (#)        (1)          Unexercisable                 Unexercisable (1) (2)
--------------------------------------------------------------------------------------------
<S>             <C>        <C>          <C>                           <C>
Peter B.         0         --           38,666/57,334                 $393,662/$516,838
Cherry
Alfred S.        0         --           28,333/20,967                 $285,457/$0
Budnick
Klaus            0         --           18,000/12,000                 $187,500/$105,000
D.Lauterbach
Dan A. King      0         --           14,999/13,001                 $156,242/$116,383

Robert G.        0         --           13,499/13,001                 $143,867/$116,383
Terwall

<FN>
(1) Value is calculated based on the difference between the option exercise
   price and the closing market price of the Common Stock on the date of
   exercise or end of fiscal year multiplied by the applicable number of
   shares.
(2) Mr. Budnick resigned as an officer and director on April 12, 2000.  As a
   result, unexercisable options expire on July 3, 2000 with no value.
</TABLE>

Employment Contracts and Change of Control Agreements:

Pursuant to an  agreement dated January  17, 2000  between Cherry  Semiconductor
Corporation (CSC) and Mr. Budnick, CSC agreed to pay Mr. Budnick three times his
annual salary if he  were terminated without cause  or he terminated  employment
after an adverse change in the terms and conditions of his employment.  CSC also
entered into an agreement with Mr. Budnick dated January 17, 2000 under which it
agreed to pay Mr. Budnick a retention bonus equal to one year's annual salary if
he remained  employed by  CSC during  the period  in which  Cherry explored  the
possible sale of CSC.

Cherry entered  into an  agreement  with Mr.  Budnick  dated January  17,  2000,
pursuant to which Mr. Budnick would  be paid a success  bonus equal to 1.32%  of
the purchase  price  paid by  any  purchaser of  CSC  upon consummation  of  the
purchase.  Cherry also entered into an agreement dated January 17, 2000 with Mr.
Budnick to  provide Mr.  Budnick  reimbursement on  a  grossed-up basis  of  any
Federal excise taxes imposed on Mr. Budnick as  a result of any payments to  him
in connection with a sale of CSC.

                                         5
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                          STOCK OWNERSHIP INFORMATION

     The table below sets  forth certain information as  of June 10, 2000,  with
respect to each person known by the Company  to be the beneficial owner of  more
than five percent of the outstanding  shares of Common Stock and the  beneficial
ownership of  each  director,  each  executive  officer  shown  in  the  Summary
Compensation Table and all executive officers and directors as a group.   Except
as set  forth below,  the address  for such  person or  group is  the  Company's
Waukegan office.
<TABLE>
                             Common Stock
                         -----------------------
                          Number of
                          Shares
                          Beneficially
Name                      Owned                   Percent
---------------------------------------------------------
<S>                     <C>                         <C>
Peter B. Cherry         5,533,380(a)(b)(c)(d)       54.1%
Heartland Advisors         949,800                   9.3%
Franklin Advisors,Inc.     643,800                   6.3%
Robert B. McDermott       61,658(d)                    *
Klaus D. Lauterbach       43,878(d)                    *
Dan A. King               41,267(d)                    *
Robert G. Terwall         28,668(d)                    *
Thomas L. Martin, Jr.      8,858(d)                     *
Charles W. Denny          5,458(d)                     *
Peter A. Guglielmi        9,458(d)                     *
W. Ed Tyler               4,617(d)                     *
Henry J. West             5,117(d)                     *
All executive
officers and            5,750,181(d)                55.7%
directors as group
(11 persons)

<FN>
*Less than 1%

(a)The table includes  741,454 shares  of Common Stock  held by  trusts for  the
  benefit of Catherine C. Rousey, of  which Peter B. Cherry is the sole  trustee
  in one trust  with 284,000 shares and Peter B.  Cherry and Virginia B.  Cherry
  (his  mother) are  trustees  in the  other  trust  with 457,454  shares.    As
  trustees  they  have  the  power  to  vote  the  Common  Stock  and  to   make
  dispositions.   The table also  includes 931,114 shares  in a Virginia  Cherry
  Trust, and 927,784 shares in a  Walter Cherry Trust.  Peter B. Cherry is  sole
  trustee for the Virginia and Walter Cherry Trusts
(b)Includes 9,182 shares held in a  charitable foundation by Mr. Cherry and  his
  wife, 45,000 shares held in a  trust for the children of Walter L. Cherry  and
  1,044 shares  in the Walter L.  Cherry estate.  Peter  B. Cherry and  Virginia
  Cherry are the co-executors of the estate.
(c)  The table includes 95,822 shares of  Common Stock held by Mr. Cherry's wife
  as trustee for their children.
(d)  The total number of shares of Common Stock of the Company for officers  and
  directors includes  shares held under  options exercisable within  60 days  as
  follows:  Peter B. Cherry, 62,666;  Dan A. King, 20,999; Klaus D.  Lauterbach,
  24,000;  Robert G.  Terwall, 19,499;  Robert B.  McDermott, 4,458;  Thomas  L.
  Martin, Jr., 4,458; Charles W. Denny, 4,458; Peter A. Guglielmi, 4,458; W.  Ed
  Tyler,  4,617; and  Henry  J. West,  4,617,  and all  executive  officers  and
  directors as a group, 161,229.
</TABLE>
                                       6
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On June 5, 2000, the Company entered into an Agreement and Plan of Merger (the
"Merger Agreement") with CABO Acquisition Corp., a corporation owned by Peter
Cherry and certain of his affiliates ("CABO"), pursuant to which CABO would
acquire all of the outstanding common stock of the Company not now owned by
Peter Cherry and certain of his affiliates for $26.40 per share.   The Board of
Directors of the Company approved the Merger Agreement after a Special
Committee, comprised of all of the directors except for Peter B. Cherry,
determined that the transaction was fair to shareholders other than Peter Cherry
and his affiliates.  Pursuant to the Merger Agreement, on June 15, 2000, CABO
commenced a cash tender offer to purchase any and all shares of Cherry
Corporation common stock not owned by Peter Cherry and his affiliates at a price
of $26.40 net to the seller in cash, subject to certain conditions, including a
condition that the number of shares tendered when combined with those already
owned by Peter Cherry and certain of his affiliates equals more than 67% of the
shares of common stock issued and outstanding (the "Minimum Condition").  The
tender offer is scheduled to expire on July 13, 2000, unless extended.
Following the completion of the tender offer, if the Minimum Condition is met
and CABO purchases shares tendered in the tender offer, CABO will be merged with
and into the Company and all outstanding Cherry Corporation common stock (other
than shares owned by Peter Cherry and certain of his affiliates which will be
contributed to CABO) will be converted into the right to receive $26.40 per
share, except for shares held by shareholders exercising their appraisal rights
in accordance with Delaware law.

                                       7

<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.


                                        THE CHERRY CORPORATION

Date      June 28, 2000                      By    /s/  Dan A. King
    ----------------------------                ----------------------------
                                                        Dan A. King
                                                Vice President of Finance and
                                                Administration, Treasurer and
                                                Secretary




                                      8