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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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                                   FORM 10-K/A
                                 AMENDMENT NO. 2


                       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 III, Item 11 of its Annual Report
on Form 10-K for the year ended September 30, 2000 as set forth below to correct
mathematical errors in the calculation of the percent of total options granted
to employees and the potential realizable value of stock options granted to the
executive officers in fiscal 2000.


PART III

ITEM 11. EXECUTIVE COMPENSATION.

DIRECTOR COMPENSATION

     Non-employee directors and board advisors are compensated for their
services at a rate of $12,000 per year (plus expenses). Pursuant to the 1999
Non-Employee Director Stock Plan, as amended, each of our non-employee directors
received an initial grant of options to purchase 10,000 shares of common stock
at an exercise price equal to the initial public offering price ($5.00 per
share) in connection with the initial public offering. Also, pursuant to that
plan, each non-employee director and board advisor serving on the board of
directors following each annual meeting of stockholders will receive a grant of
options to acquire 3,000 shares of common stock at the market price on the date
of the grant. All non-employee directors are reimbursed for ordinary and
necessary expenses incurred in attending board or committee meetings.

EXECUTIVE COMPENSATION

     A summary of the compensation earned by the current President and Chief
Executive Officer of TrueTime, and the two other executive officers and one
former executive officer of TrueTime who received salary and bonus in the fiscal
years ended September 30, 2000 and 1999, that exceeded $100,000, these persons
being collectively referred to as "named executive officers." The following
compensation data includes bonuses awarded in fiscal 2000 for performance in
fiscal 1999.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                    LONG-TERM
                                        ANNUAL COMPENSATION    COMPENSATION AWARDS
                                        --------------------    SHARES UNDERLYING
NAME AND PRINCIPAL POSITION      YEAR    SALARY      BONUS           OPTIONS         OTHER COMPENSATION
---------------------------      ----   --------    --------   -------------------   ------------------
<S>                              <C>    <C>         <C>        <C>                   <C>
Elizabeth A. Withers...........  2000   $157,939    $     --        105,000              $   5,035(2)
  President and Chief            1999     98,077(1)   71,546             --                  4,617(2)
  Executive Officer

Haresh C. Patnaik..............  2000    154,482          --         90,000                  4,979(2)
  Senior Vice President and      1999    135,193      71,546             --                  4,980(2)
  Chief Technical Officer

Donald H. Mitchell.............  2000    147,705          --         90,000                  3,938(2)
  Vice President and Director    1999     83,429     207,272(3)          --                  6,473(2)
  of Sales and Marketing

Michael P. Von der Porten......  2000    426,206(4)       --         90,000(5)              34,522(2)(6)
  Former Vice President and      1999    102,268      71,546             --                  4,764(2)
  Chief Financial Officer

</TABLE>

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(1) Ms. Withers' compensation for fiscal 1999 related to her position as Vice
    President of Operations until September 15, 1999.

(2) Represents contributions by TrueTime to a 401(k) savings plan and premiums
    paid on group-term life insurance.

(3) Includes commissions from sales and bonuses.

(4) Mr. Von der Porten resigned from his position with the Company effective
    June 6, 2000. Salary amount includes compensation of $125,699 (including any
    pay out of accrued vacation) for the period through June 6, 2000 and
    separation pay of $300,507.

(5) Michael Von der Porten resigned from his position with the Company effective
    June 6, 2000. The options granted to Mr. Von der Porten terminated on
    September 5, 2000.

(6) Includes consulting fees of $28,470 paid after his resignation as of June 6,
    2000.


STOCK OPTIONS

     Information regarding stock options granted to the executive officers in
fiscal 2000 follows. All of these were granted in connection with our initial
public offering in December 1999.

<TABLE>
<CAPTION>
                                                                                         POTENTIAL REALIZABLE VALUE
                                                                                           AT ASSUMED ANNUAL RATES
                                                                                               OF STOCK PRICE
                               SHARES OF     PERCENT OF TOTAL                                 APPRECIATION FOR
                              COMMON STOCK       OPTIONS        EXERCISE                       OPTION TERM(1)
                               UNDERLYING       GRANTED TO      PRICE PER                ---------------------------
NAME                            OPTIONS         EMPLOYEES         SHARE     EXPIRATION       5%             10%
----                          ------------   ----------------   ---------   ----------   -----------   -------------
<S>                           <C>            <C>                <C>         <C>          <C>           <C>
Elizabeth A. Withers........    105,000            11.2%          $5.00      12/15/09     $330,170        $836,715
Haresh C. Patnaik...........     90,000             9.6%           5.00      12/15/09      283,003         717,184
Donald H. Mitchell..........     90,000             9.6%           5.00      12/15/09      283,003         717,184
Michael P.
  VonderPorten(2)...........         --              --              --            --           --              --
</TABLE>

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

(1) The potential realizable value of the options is based on an assumed
    appreciation in the price of the common stock at a compounded annual rate of
    5% or 10% from the date the option was granted until the date the option
    expires. The 5% and 10% appreciation rates are set forth in the Securities
    and Exchange Commission's regulations. We do not represent that the common
    stock will appreciate at these assumed rates or at all.

(2) Michael Von der Porten resigned from his position with the Company effective
    June 6, 2000. Accordingly, pursuant to the terms of the TrueTime, Inc. 1999
    Key Employee Stock Option Plan and the option agreement granted to Mr. Von
    der Porten, the options for 90,000 shares held by him terminated on
    September 5, 2000.

     Information regarding the value of unexercised options held by the
executive officers as of September 30, 2000, follows. None of the executive
officers exercised any options in fiscal 2000. None of the options were
exercisable during fiscal 2000.

<TABLE>
<CAPTION>
                                                     NUMBER OF SECURITIES           VALUE OF UNEXERCISED
                                               UNDERLYING UNEXERCISED OPTIONS AT   IN-THE MONEY OPTIONS AT
NAME                                            SEPTEMBER 30, 2000(# OF SHARES)     SEPTEMBER 30, 2000($)
----                                           ---------------------------------   -----------------------
<S>                                            <C>                                 <C>
Elizabeth A. Withers.........................               105,000                          $(1)
Haresh C. Patnaik............................                90,000                           (1)
Donald H. Mitchell...........................                90,000                           (1)
</TABLE>

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(1) None of these options were in the money on September 30, 2000, based on
    $4.063 per share, the closing price of the common stock on September 30,
    2000, as reported by The Nasdaq Stock Market, Inc.

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EMPLOYMENT AGREEMENTS

     Ms. Withers and Messrs. Patnaik and Mitchell have entered into employment
agreements with the Company. Ms. Withers' base annual salary is $160,000, Mr.
Patnaik's base annual salary is $155,000 and Mr. Mitchell's base annual salary
is $150,000. These salaries may be adjusted by our board of directors. Each of
these employees is also entitled to participate in our 401(k) Plan and any bonus
plan the Company adopts and to receive certain employee benefits and vacation.

     Each of Ms. Withers' and Messrs. Patnaik's and Mitchell's employment
agreements provides that he or she will receive the severance benefits described
below upon termination of his or her employment unless the termination:

     - results from the death, disability or retirement of such employee,

     - is by TrueTime for Cause (as defined in the employment agreement) or

     - is by such employee other than for Good Reason (as defined in the
       employment agreement).

     Under these employment agreements, "Cause" is defined to mean the
employee's willful and continued failure to perform his or her duties after a
demand for such performance or the employee's willfully engaging in gross
misconduct materially and demonstrably injurious to TrueTime. Under these
employment agreements, "Good Reason" is defined to mean a demotion, a reduction
in base salary, a relocation of the employee's base location of employment, the
discontinuation of any employee benefit without comparable substitution, the
failure of any successor of TrueTime to assume the employment agreement or a
purported termination not in compliance with the employment agreement.

     The severance benefits to which Ms. Withers or Messrs. Patnaik or Mitchell
would be entitled include

     - his or her salary through the date of termination,

     - his or her base salary and pro-rated bonus for the fiscal year of
       termination multiplied by one and one-half,

     - any relocation and indemnity payments to which he or she is entitled and
       any costs and legal fees incurred in connection with any dispute over the
       employment agreement, and

     - a gross-up for any applicable "excess parachute payment" tax imposed on
       the employee by the Internal Revenue Code of 1986.

     Each employment agreement has a two-year term and is automatically
renewable unless the Company timely elects not to renew. In these employment
agreements, each of Ms. Withers and Messrs. Patnaik and Mitchell agree that he
or she will not disclose or misappropriate any of our confidential information.
These employment agreements also contain customary non-competition provisions
for a California-based enterprise and California employees, which are limited by
state law.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The compensation committee comprises Messrs. Kobayashi, Abbe, Still and
Towbin. Mr. Still is a partner in the law firm of Fulbright & Jaworski L.L.P.,
which provides legal services to the Company. Fulbright & Jaworski L.L.P. also
provides legal services to OYO Corporation and to OYO USA and its affiliates.
Mr. Towbin is Co-Chairman of C.E. Unterberg, Towbin, one of the underwriters in
TrueTime's initial public offering in December 1999, in connection with which
C.E. Unterberg, Towbin received an aggregate of approximately $409,500 in
underwriting discounts and warrants valued at approximately $455,043 covering
an aggregate of up to 200,000 shares of common stock exercisable at $5.50 per
share.
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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: January 19 , 2001             By       /s/ ELIZABETH A. WITHERS
                                      -----------------------------------------
                                                 Elizabeth A. Withers
                                        President and Chief Executive Officer