SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB/A
                   
Quarterly Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934

For the quarterly period ending			        Commission File 
March 31, 1997					                       Number   0-3063

TINSLEY LABORATORIES, INC.
____________________________________________________________
(Exact name of registrant as specified in its charter)

           
California	  			                           			94-1049146
State or other jurisdiction of	          (I.R.S. Employer Identification No.)
incorporation or organization			             


3900 Lakeside Drive, Richmond, California 94806
_______________________________________________________________
(Address of principal executive offices and zip code)


Registrant's telephone number, including area code (510)222-8110 


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 past 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 __

1,555,548 shares of Common Stock outstanding as of March 31, 1997.

<PAGE>

Part 1.  Financial Information
Item 1.
   
<TABLE>
TINSLEY LABORATORIES, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
<CAPTION>

                                     March 31,             Dec. 29,
                                       1997                  1996
                                     ----------            ----------
<S>                                  <C>                   <C>
ASSETS
Current Assets:
  Cash and short-term investments    $1,304,735             $946,222
  Accounts receivable                 3,077,206            2,925,786
  Inventories                         1,654,553            1,785,721
  Prepaid expenses & other              701,368              666,436
                                     ----------            ----------
  Total current assets                6,737,862            6,324,165

Net property, plant & equipment       6,624,019            6,288,088
Other assets                            847,627              872,627
Net goodwill                          1,364,248            1,394,791
                                     ----------            ----------
                                    $15,573,756          $14,879,671
                                     ==========           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Trade account payable                $403,360             $640,397
  Current income taxes                  645,448              691,945
  Other accrued liabilities           2,546,253            2,010,224
                                     ----------           ----------
  Total current liabilities           3,595,061            3,342,566

Long-term debt                        1,454,611            1,491,110
Long-term notes payable             
   to related parties                    10,000               10,000
Deferred income taxes                   324,686              324,686
Deferred compensation                   614,527              613,777
Stockholders' Equity:
  Common stock at stated value          258,933              258,633
  Capital in excess of stated value   1,271,376            1,261,776
  Retained earnings                   8,172,402            7,704,963
  Minimum pension liability            (127,840)            (127,840)
                                     ----------           ----------
Total stockholders' equity            9,574,871            9,097,532
                                     ----------           ----------
                                    $15,573,756          $14,879,671
                                     ==========           ==========
</TABLE>
    
<PAGE>

<TABLE>
TINSLEY LABORATORIES, INC.
Condensed Consolidated Statements of Income
(Unaudited)
<CAPTION>

                            Three months ended
                            -------------------
                          March 31,      March 31,
                            1997           1996
                          ----------     ----------
<S>                       <C>            <C>
Net sales                 $5,424,243     $3,901,199
Cost of goods sold         3,534,777      2,672,264
Selling, administrative
  and research and
  development expenses       953,557        842,261
Amortization of
  intangible assets           55,543         55,543 
                           ----------    ----------
Income from operations       880,366        331,131
Other (income) expense        39,716        (38,300)
Interest expense              40,011         32,718
                           ----------    ----------
Income before taxes          800,639        336,713
Provision for
  taxes on income            333,200        146,900
                           ----------    ----------
Net income                  $467,439       $189,813
                           ==========    ==========
Per share of common stock:
  Net income                   $0.27          $0.12
                           ==========    ==========
Number of shares used
 in per share calculation  1,714,925      1,543,948
                           ==========    ==========
</TABLE>

<PAGE>

TINSLEY LABORATORIES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>

                                 For the three months ended
                                 --------------------------
                                 March 31,        March 31,
                                   1997             1996
                               ----------       ----------
<S>                             <C>              <C>
Cash flows from operating activities:
  Net income (loss)              $467,439         $189,813 
  Adjustments to reconcile net
   income to net cash provided 
   (used) by operating activities:
  Depreciation & amortization     260,143          238,697
  Change in operating assets and
    liabilities                   458,931         (497,535)
                               ----------       ----------
    Net cash provided by operating
     activities                   926,370          (69,025)
Cash flows from investing activities:
  Purchase of fixed assets       (540,531)        (156,307)
  Other                              --            (15,000)
                               ----------       ----------
     Net cash used in investing
      activities                 (540,531)        (171,307)

Cash flows from financing activities:
  Principal payments on
     long-term debt               (37,226)         (34,536)
  Other                             9,900           26,675 
                               ----------        ----------
     Net cash provided by (used in)
      financing activities        (27,326)          (7,861)
                               ----------        ----------

Net change in cash and cash
  equivalents                     358,513         (248,193)

Cash and cash equivalents at
  beginning of period             946,222          560,692 
                               ----------        ----------
Cash and cash equivalents at 
  end of period                $1,304,735         $312,499 
                               ==========        ==========
-----------------------------------------------------------------------
Supplemental disclosure of cash
  flow information:
Cash paid for:
  Interest                        $37,011          $25,719 
  Income taxes                   $380,000         $115,000 
-----------------------------------------------------------------------
</TABLE>
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997

Note:  1.	Basis of Presentation

		The accompanying unaudited condensed consolidated 
financial statements have been prepared in accordance with generally 
accepted accounting principles for interim financial information and with 
the instructions to Form 10-QSB and article 10 of Regulation S-X.  
Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles for complete financial 
statements.  In the opinion of management, all adjustments (consisting of 
normal recurring accruals) considered necessary for a fair presentation 
have been included.  Operating results for the three month period ended, 
March 31, 1997, are not necessarily indicative of the results that may be 
expected for any future periods.  For further information, refer to the 
consolidated financial statements and footnotes thereto included in the 
Company's annual report on Form 10-KSB/A for the year ended December 29, 
1996.

   
  In June, 1995, the Company entered into employment agreements with its 
President and Chief Executive Officer and Vice President of Marketing.  The
Company had not accrued the annual bonus or deferred compensation under the
employment agreements for 1996 and 1995.  To correctly accrue compensation
related to the employment agreements, the Company has restated its 
condensed consolidated financial statements for the quarter ended March
31, 1997.  The restatement had no effect on the results of operations or
earnings per share for the three months ended March 31, 1997 and 1996.  In
the opinion of management, all material adjustments necessary to restate
the March 31, 1997 condensed consolidated financial statements have been
recorded.
    

		The consolidated financial statements include the accounts of 
Tinsley Laboratories, Inc., and its wholly owned subsidiaries, Century 
Precision Industries, Inc. d/b/a Century Precision Optics ("Century") and 
Tinsley International, Inc., after elimination of intercompany transactions
and balances.

Note: 2.	Inventories

		The components of inventory consist of the following:
<TABLE>
<CAPTION>
                                       March 31,       December 29,
                                         1997              1996
                                       ----------      ----------
<S>                                    <C>             <C>
Raw materials                           $243,431        $229,640
Contracts in progress (net of
  cost of progress billings of
  $882,679 at March 31, 1997,
  and $576,416 at December 29, 1996)     669,431         637,390
Finished goods                           741,691         918,691
                                       ----------      ----------
                                      $1,654,553      $1,785,721
                                       ==========      ==========
</TABLE>

Note:  3.  Recent Accounting Pronouncement

   In February 1997, the Financial Accounting Standards Board
issued Statement No. 128,"Earnings per Share", which is required to be
adopted on December 31, 1997.  At that time, the Company will be required
to change the method currently used to compute earnings per share and to 
restate all prior periods which are presented in its financial statements.
Under the new requirements for calculating basic earnings per share, the
dilutive effect of stock options will be excluded.  Under the new 
requirements, the Company's basic earnings per share for the first quarter
ending March 31, 1997 and March 31, 1996 would be 30 cents a share and 
12 cents a share, respectively.
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF QUARTERLY FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Item 2.

The improvement in the Company's operating performance continued into 
the first Quarter of the current year.

Sales of $5,424,243 rose 39% from last year's sales for the March quarter of 
$3,901,199.  Net income came to $467,439 or 27 cents a share, an 
appreciable advance over earnings for the same period a year ago of 
$189,813 or 12 cents a share.

We concluded the first quarter with a backlog of $9,800,000, compared to 
the backlog of $10,300,000 with which we started the year.  Our backlog at 
the end of March last year was $10,391,000.

In judging our performance for the balance of the year, much will depend 
on the timing of progress billings on contracts that are currently underway.

In his remarks at our Annual Shareholders Meeting, Mr. Aronno mentioned 
the important contributions that Century Precision had made since its 
acquisition in 1993.

He went on to say that Tinsely's focus in precision optics is to concentrate 
on its major technology development program with Lawrence Livermore 
National Laboratory ("LLNL") and Semiconductor Manufacturing 
Technology Consortium ("SEMATECH").  These programs are a 
tremendous opportunity for Tinsley to have a part in developing 
technologies of significant importance to the Semiconductor Industry and 
our National Defense.

As we point out in the Annual Report, Tinsley precision optics were 
involved in the second servicing of the Hubble Space Telescope by NASA 
astronauts which took place in February, 1997.  Among the new 
instruments installed in the orbiting astronomical laboratory were a new 
infrared camera multi-object spectrograph and a space telescope imaging 
spectrograph.  Each instrument incorporated Tinsley optics.

At the Annual Shareholder's meeting held at company headquarters April 
23, four directors were elected to serve for the ensuing year:  Robert J. 
Aronno, Stephen L. Davenport, Stephen E. Globus and Steven E. Manios.



Liquidity and Capital Resources:

As of March 31, 1997, the Company's principal sources of liquidity included 
$1,304,735 of cash and cash equivalents and a secured $1.0 million 
revolving line of credit which expires in April, 1997.  There were no 
borrowings outstanding under the line of credit as of March 31, 1997.

The increase in cash and cash equivalents of $358,513 for the first three 
months of 1997 was principally due to $926,370 provided by operations 
offset by $540,531 used to purchase property, plant and equipment and 
$37,226 used to repay outstanding indebtedness.

The net cash provided by operating activities during the first three months 
of 1997 was primarily due to the Company's net income.  Cash provided by 
a decrease in inventory and increases in accounts payable and accrued 
compensation, was offset by increases in accounts receivable and prepaid 
expenses and a decrease in income taxes payable.

Net cash used in investing activities of $540,531 related to expenditures for 
property, plant and equipment.  Net cash used in financing activities of 
$27,326 related primarily to the repayment of outstanding indebtedness 
which was partially offset by $9,900 of proceeds from the exercise of 
employees stock options.

The Company believes that its available sources of funds and anticipated 
cash flow from operations will be adequate to finance current operations, 
capital expenditures and current maturities of outstanding indebtedness 
for at least the balance of this year. 




Part II		Other Information

Item 4.	Submission of Matters to a Vote of Security Holders

	Reference is made to materials appearing with respect to 
election of the Board of Directors, set forth in the Company's 
definitive Proxy Statement filed in connection with the 
Company's 1996 Annual Meeting of Shareholders, held on 
April 23, 1997 which material is incorporated herein.

Item 6.	Exhibits and Reports on Form 8-K

	(b)	No reports on Form 8-K were filed during the current 
period.


Signatures
Pursuant to the requirements 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.

						TINSLEY LABORATORIES, INC.


						 
						____________________________
						Robert J. Aronno
						President and
						Chief Executive Officer
						

August 12, 1997