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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------



                                   FORM 10-K/A
                                 AMENDMENT NO. 3


                       AMENDMENT TO APPLICATION OR REPORT
                FILED PURSUANT TO SECTION 12, 13, OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934




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






                        COMMISSION FILE NUMBER 000-28473



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The undersigned registrant hereby amends Part II, Item 5, and Part IV, Item
14(d), Note 7 of its Annual Report on Form 10-K for the year ended September 30,
2000 as set forth below to (1) correct the registrant's inadvertent inclusion of
the number of beneficial holders of its common stock as of December 8, 2000,
rather than the number of record holders as of such date as indicated therein
and (2) correct the registrant's inadvertent exclusion of certain options, and
to correct the inadvertent misclassification of certain options in the notes to
the Financial Statements.

PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our common stock began trading on the Nasdaq National Market on
December 17, 1999, under the symbol "TRUE." Before that time, there was no
market for our common stock. On December 8, 2000, there were 47 holders of
record of our common stock and an estimated 3,932 beneficial holders of our
common stock.

         The following table presents the range of high and low bid quotations
for our common stock during the year ended September 30, 2000, our first year as
a public company, as reported by The Nasdaq Stock Market, Inc.


<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, 2000:                                  LOW          HIGH
------------------------------                                  ---          ----
<S>                                                            <C>         <C>
First Quarter........................................          $6.250       $ 8.750

Second Quarter.......................................           6.135        15.500

Third Quarter........................................           2.750         7.500

Fourth Quarter.......................................           2.500         5.813
</TABLE>


         Historically, we have not paid dividends, and we do not intend to pay
cash dividends on our common stock in the foreseeable future. We presently
intend to retain earnings for use in our business, with any future decision to
pay cash dividends dependent upon our growth, profitability, financial condition
and other factors the Board of Directors may deem relevant.

         The Company commenced the initial public offering (the "Offering") of
its common stock on December 16, 1999 pursuant to a Registration Statement on
Form S-1 (Registration No. 333-90269), which was declared effective by the
Securities and Exchange Commission on December 16, 1999. The Offering was
terminated upon that sale of all of the securities covered by such Registration
Statement. The Company has used approximately $4,483,000 of the initial net
proceeds of $8,642,668 from the offering for day to day working capital
requirements. As of September 30, 2000, the Company had invested unused net
proceeds of the Offering in the amount of approximately $4,160,000 in short-term
money market investments.


PART IV
ITEM 14(d).  FINANCIAL STATEMENTS AND FINANCIAL STATEMENT
             SCHEDULES-  NOTE 7. STOCK OPTION PLANS

7. STOCK OPTION PLANS

    The Company's employees participate in the TrueTime, Inc. 1999 Key Employee
Stock Option Plan (the "Employee Plan") and the non-employee directors and
consultants participate in the TrueTime, Inc. 1999 Non-Employee Director Plan
(the "Director Plan"). The Employee Plan covers substantially all eligible
employees in the United States. These plans were established on November 1,
1999.

     The Employee Plan is administered by a committee of no fewer than two
persons appointed by the board. Under the Employee Plan, options to purchase
common stock and restricted stock awards up to an aggregate of 1,500,000 shares
of common stock may be granted by the committee. Under the Director Plan,
options to purchase common stock and restricted stock awards up to an aggregate
of 150,000 shares of common stock may be granted. A total of 1,650,000 shares of
the Company's common stock have been reserved for issuance under the plans.


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     Options under the Employee Plan may be either "Incentive Stock Options"
(ISO) or "Nonqualified Stock Options" (NSO) as defined under Section 422 of the
Internal Revenue Code. Only an NSO can be granted under the Non-Employee
Director Plan. The exercise price of an option shall not be less than the
greater of (i) 100% of the fair market value of the shares or (ii) the aggregate
par value of the shares, on the date the option is granted. The exercise price
of any ISO granted to a person owning more than 10% of the total combined voting
power of all classes of stock of the Company shall not be less than 110% of the
fair market value of the shares on the date the option is granted.

     Under the Employee Plan, options generally vest at a rate of 25% of the
total at the end of each anniversary of the date of grant. Options granted under
the Non-Employee Director Plan are fully exercisable from date of grant. Options
generally expire ten years from the date of the grant except in the case of an
ISO granted to an optionee who, at the time of the option is granted, owns stock
representing more than ten percent of the voting power of all classes of stock
outstanding. In this case, the term of the option is five years from the date of
the grant.

     Vested options held by individuals upon termination of their relationship
with the Company may be exercised no later than three months following the date
of termination or twelve months following death or disability until expiration
of the option.

     During the year ended September 30, 2000, the Company issued an option to
purchase 10,000 shares of common stock at $5 per share to an advisor to the
Company in return for services; the options vested immediately and expire in ten
years. The fair value of these options was estimated at $42,805 using the
Black-Sholes model using the following assumptions: risk-free interest rate of
4.5%; expected life of ten years; expected dividend rate of 0%; and volatility
of 85%. This amount has been charged to general and administrative expense
during the year ended September 30, 2000. No options had been exercised at
September 30, 2000.

A summary of activity with respect to the Employee Plan and the Director Plan
for the year ended September 30, 2000 is as follows:

<TABLE>
<CAPTION>
                                                                    OPTIONS OUTSTANDING
                                     -------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                         OPTIONS                                                                AVERAGE
                                      AVAILABLE FOR      NUMBER OF                             AGGREGATE        EXERCISE
                                          GRANT           OPTIONS         EXERCISE PRICE         PRICE            PRICE
                                     ---------------    ------------     ----------------    -------------    -----------
Outstanding at October 1, 1999
<S>                                    <C>               <C>              <C>                  <C>               <C>
   Available                            1,650,000            --                 --                 --              --
   Granted                             (1,001,000)       1,001,000        $3.06 -- $11.81      $5,203,688        $ 5.45
   Exercised                               --                --                 --                 --              --

   Forfeited                              114,500        ( 114,500)            $5.00             (572,500)       $ 5.00
                                      -----------       ----------                            -----------       -------

Outstanding at September 30, 2000         763,500          886,500                             $4,631,188         $5.51
                                      ===========       ==========                            ===========       =======
</TABLE>


     The following table summarizes information about stock options outstanding
and exercisable at September 30, 2000:

<TABLE>
<CAPTION>
                                                                                        OPTIONS CURRENTLY
                                             OPTIONS OUTSTANDING                           EXERCISABLE
     -------------------------- ----------------------------------------------     -----------------------------
                                                   WEIGHTED
                                                    AVERAGE
                                                  CONTRACTUAL      WEIGHTED                          WEIGHTED
                                                   REMAINING       AVERAGE                           AVERAGE
                                   NUMBER            LIFE          EXERCISE          NUMBER          EXERCISE
         EXERCISE PRICE         OUTSTANDING         (YEARS)         PRICE          OUTSTANDING        PRICE
     -----------------------    -----------       ------------    ----------      -------------    ------------
<S>                               <C>                <C>            <C>               <C>             <C>
     $ 3.06                        63,000            9.84           $ 3.06              --              --
     $ 5.00                       697,000            9.22           $ 5.00            60,000          $ 5.00
     $ 6.19                        51,500            9.53           $ 6.19              --              --
     $11.81                        75,000            9.28           $11.81              --              --
                                 --------           -----          -------           -------         -------
                                  886,500            9.28           $ 5.51            60,000          $ 5.00
                                 ========           =====          =======           =======         =======
</TABLE>
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The following information is presented in accordance with the disclosure
requirements of SFAS 123. The fair value of each option grant to employees has
been estimated on the date of grant using the Black-Scholes method with the
following weighted average assumptions used for grants:

<TABLE>
<CAPTION>
<S>                                                        <C>
          Risk-free interest rate                          6.25%
          Expected life                                     6.6
          Expected dividends                                --
          Volatility                                        118%
</TABLE>

The weighted average fair value of the options granted was $4.90 per share for
the year ended September 30, 2000.

Had compensation expense for the Employee Plan and Director Plan been determined
based on the fair value at the grant date for options granted during the year
ended September 30, 2000, consistent with the provisions of SFAS 123, the pro
forma net income would have been reported as follows:

<TABLE>
<S>                                              <C>                      <C>
         Net income                              As reported              $ 984,128
                                                 Pro forma                $   8,935

         Earnings per share - basic              As reported              $    0.18
                                                 Pro forma                $      --

         Earnings per share - diluted            As reported              $    0.18
</TABLE>


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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

                                     TRUETIME, INC.



Date: February 1, 2001               By  /s/ Elizabeth A. Withers
                                       ----------------------------------------
                                             Elizabeth A. Withers
                                        President and Chief Executive Officer