=============================================================================
                     SECURITIES AND EXCHANGE C0MMISSION

                           Washington, D.C.  20549
                           -----------------------

                                 FORM  10-K
(Mark One)

 X   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
---  ACT OF 1934

                 For the fiscal year ended November 30, 2000

                                      OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---  EXCHANGE ACT OF 1934

           For the transition period from           to          .
                                          ---------    ---------

                        Commission file number 0-11631
                        ------------------------------

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


          Delaware                                  36-2852993
(State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

   1300 S. Wolf Road
   P.0. Box 5065
   Des Plaines, Illinois                            60017-5065
(Address of principal executive offices)            (Zip code)

Registrant's telephone number, including area code: (847) 827-9880
                          -----------------------
Securities registered pursuant to Section 12(b) of the Act:

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

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

                    Common Stock, par value $.001 per share


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.  Yes     No  X .
                     ---    ---

Aggregate market value of voting stock held by non-affiliates of the
registrant, based upon the price of the stock as reported by the National
Association of Securities Dealers Automated Quotations System, on
January 31, 2001:  $11,195,252.

At January 31, 2001, 2,443,248 shares of common stock were outstanding.

=============================================================================





                      DOCUMENTS INCORPORATED BY REFERENCE


1.     Registrant's Proxy Statement for its 2001 Annual Meeting of
       Stockholders (the "Proxy Statement"), which will be filed with the
       Securities and Exchange Commission no later than 120 days after the end
       of the registrant's fiscal year, is incorporated into Part III of this
       Annual Report on Form l0-K, as indicated herein.
























































                                    PART I
                                    ------

ITEM 1.  BUSINESS
-----------------
General
-------
     Juno Lighting, Inc. began operations in 1976 and was incorporated in
Illinois.  It changed its state of incorporation to Delaware in 1983.  Its
executive offices and principal plant are located at 1300 S. Wolf Road, Des
Plaines, Illinois 60018, a suburb of Chicago; the telephone number is
(847)827-9880.  Juno also has facilities in the Los Angeles, Indianapolis,
Toronto, Philadelphia, Dallas and Atlanta areas.  The terms "Juno" and
"Company" as used herein mean Juno Lighting, Inc. and its subsidiaries,
collectively.

     The Company is a leading designer, assembler and marketer of recessed and
track lighting fixtures.  Its broad product line is used in commercial and
residential remodeling and in new construction.  Its principal products use a
variety of light sources and are designed for reliable and flexible function,
efficient operation, attractive appearance and simple installation and
servicing.  The Company is also engaged in the marketing, design and
manufacture of other incandescent and fluorescent lighting products with
application in the commercial lighting market, primarily in department and
chain stores.

     Approximately 94% of the Company's sales in fiscal 2000 were made in the
United States, with most of the balance made in Canada.  The Company's sales
are made primarily to electrical distributors as well as certain wholesale
lighting outlets.  Such distributors resell the Company's products for use in
remodeling of existing structures and in new residential, commercial and
institutional construction.

     The Company produces a wide variety of fixtures and related equipment for
the recessed and track lighting markets.  Its recessed lighting fixtures are
designed to be installed directly into ceilings, while its track lighting
fixtures are mounted on electrical tracks affixed to ceilings or walls.  End-
users of the Company's products generally prefer them due to their superior
design, reliability and ease of installation.  Juno designs and assembles
substantially all of its products in-house.  However, it outsources virtually
all component manufacturing to a number of independent vendors principally
located near its production facilities.  Inventories are maintained at two
production and distribution facilities located near Chicago and Indianapolis
and at distribution facilities near Atlanta, Dallas, Los Angeles, Philadelphia
and Toronto.

     The Company's primary means of distribution is through over 1,400
distributors of lighting products located throughout the United States and
Canada.  The Company has established itself as a preferred lighting supplier
by providing high quality and well-designed products, superior customer
service, timely delivery, technical advice and product training.  Its
distributors maintain their own inventory of the Company's products, and, in
turn, sell to electrical contractors and builders and, in some cases, at the
retail level.  Sales to distributors are made through the Company's
knowledgeable sales staff and through manufacturers' agents who also sell
other, non-competing electrical products.  The Company also has a national
accounts sales force that focuses on department store, specialty retail,
supermarket and commercial accounts.  The Company works closely with these
national accounts to provide custom solutions to their lighting needs and, in
turn, to have the Company's products specified for their major renovations or
store expansions.









Products
--------
     The Company produces a wide variety of lighting fixtures and related
equipment of both contemporary and traditional design, most of which are
available in a variety of styles, sizes and finishes.  Some styles differ from
others only in size, light source capacity or other minor modifications.  Some
fixtures which Juno produces are designed to be installed in recesses in
ceilings, while others are designed to be mounted on electrified tracks
affixed to ceilings or walls, while still others are used in merchandise
display cases.

     Each recessed fixture is composed of a housing and a separate trim.
Housings may be fitted with a variety of trims offering a wide choice of
diffusers, lenses and louvers to satisfy different optical and aesthetic
requirements.  Recessed fixtures are generally used for down-lighting, but by
special configuration they also may be used for wall-washing and spot
lighting.  The Company has designed recessed lighting fixtures, sold under the
Sloped Ceiling Downlights name, that provide lighting perpendicular to a floor
from a sloped ceiling.  The Company also produces a series of recessed
lighting fixtures sold under the name Air-Loc which are designed to restrict
the passage of air into and out of a residence through the fixture to minimize
energy loss.  The Company's line of commercial lighting fixture products for
use primarily in department and chain stores utilize incandescent,
fluorescent, high intensity discharge and compact fluorescent light sources to
provide specialty and general purpose lighting.

     The Company's principal track lighting system, sold under the Trac-Master
name, is made up of an electrified extruded aluminum channel (called the
track) and a wide variety of individual fixtures that may be connected at any
point on the track.  The individual fixtures are available in different
geometric styles, light source sizes and finishes.  The Company also has a
line of track lighting produced under the name of Vector by Juno to complement
its line of products under the Trac-Master name.  This line is a lower priced
but high quality line of products that do not contain some of the features of
Trac-Master.

     Track lighting products were originally developed for use in store
displays.  While this use continues to be important, track lighting is also
popular in the residential market, particularly in the remodeling and do-it-
yourself markets.  One line of the Company's track fixtures allows each track
light to be controlled by either of two switches and includes a series of
miniature low voltage halogen track lights that provide higher lumens per watt
than standard incandescent light sources.  The Company also manufactures and
distributes Trac-Sign (patent pending), which is a line of flexible,
internally illuminated sign products that work in conjunction with its
existing track system.  The product consists of an aluminum enclosure which
utilizes a fluorescent light source and permits the end-user to easily and
economically display and light advertising material in the form of standard-
size transparencies.

     The Company also produces and markets a series of track lighting products
under the names Trac 12 and Flex 12.  Trac 12 is a low voltage track lighting
system featuring small individual fixtures and a miniature lamp holder used in
linear lighting applications.  Flex 12, which was introduced in 2000, is also
a low voltage track lighting system that features a track that can be curved
in a variety of shapes.  A series of miniature fixtures were introduced to
accompany this flexible system for commercial and residential lighting
applications.

     Pursuant to an acquisition several years ago, Juno began manufacturing
and selling a line of fixtures used in showcase lighting applications under
the name Danalite.  This linear configuration which uses low voltage and
fluorescent light sources is used in showcases as well as other merchandise
display cases and certain other commercial and residential accent lighting
applications.  The products are made utilizing aluminum extruded channels in
various lengths and finishes.  These products primarily utilize miniature 12
volt halogen light sources with hinged sockets so that the process of changing
the light source can be done easily.


    In a separate acquisition, the Company began designing and manufacturing a
system of fiberoptic lighting products.  This system consists of an
illuminator, which uses either halogen or high intensity discharge light
sources, fiberoptic cable and in some cases fixtures.  The electrically
powered illuminator generates the light and transfers it into the ends of the
optical fiber.  The principal advantage of fiberoptic lighting is that it
provides light at the application level free of heat and ultraviolet light.

     The Company produces a line of energy-efficient Exit and Emergency
lighting products that are electronically powered and protected.  This product
line uses LED (light emitting diode) technology for its light source.

     The Company believes its innovations in simplifying installation and
improving the function of its lighting products have served to increase demand
for its products.

     Juno, Indy, Trac-Master, Real Nail and Air-Loc are registered trademarks
of Juno.

Production
----------
     The Company designs and assembles substantially all of its products in-
house.  However, the Company outsources virtually all component manufacturing
to a number of independent vendors located principally near its production
facilities.  Tools, dies and molds are manufactured by outside sources to the
Company's designs and specifications.  Tooling is consigned to independent job
shops, largely near the Company's manufacturing facilities, which fabricate
and finish the components of the Company's products.  The Company inspects the
components and assembles, tests, packages, stores and ships the finished
products.  Most assembly operations are performed at the Des Plaines plant and
Indianapolis assembly facilities.

     The Company outsources manufacturing of virtually all components to
minimize fixed costs and capital requirements and to produce flexibility in
responding to market needs.  It believes its utilization of subcontractors
with specialized skills is the most efficient method of manufacturing its
products.  The Company further believes that alternate tool making specialists
and fabricators are generally available.  It uses multiple subcontractors for
most of its components to facilitate availability.  In addition, the Company
purchases many of the raw materials used in the manufacturing of its
components to control the quality of the raw materials used by the
subcontractors and to receive more competitive prices for the raw materials.

     The Company spent approximately $4,696,000, $4,739,000, and $4,095,000 on
research, development and testing of new products and development of related
tooling in fiscal 2000, 1999, and 1998, respectively.

Sales and Distribution
----------------------
     The Company has relationships with a broad base of over 1,400
distributors across the United States and in Canada.  Each of the Company's
distributors maintains its own inventory of Company products and in turn,
sells to electrical contractors and builders and, in some cases, also sells at
the retail level. Sales to distributors are made through the Company's own
staff of sales managers and sales personnel and also through manufacturers'
agents who sell other electrical products of a non-competitive character.  The
Company also seeks to have its products specified by architects, engineers and
contractors for large commercial and institutional projects with actual sales
made through the Company's distributors.  The Company also sells to certain
wholesale lighting outlets and national accounts.

     Inventories of substantially all items Juno produces are maintained at
the Des Plaines and Indianapolis plant and substantially all items are
maintained in Juno's warehouses in the Atlanta, Dallas, Los Angeles,
Philadelphia and Toronto areas.  Most orders are shipped from stock inventory
within 48 hours of receipt.

Backlog and Material Customers
------------------------------
     We have no material long-term contracts.  The Company is not dependent on
any single customer or group of customers and no single customer accounted for
as much as 10% of sales in fiscal 2000.

Competition
-----------
     We are not aware of any published figures that identify the overall
market for the Company's products.  Nevertheless, the Company believes that
its sales place the Company among the five highest-selling manufacturers of
track and recessed lighting products in the United States.  Since the Company
introduced its line of Exit and Emergency lighting products in fiscal 1996,
management believes that its share of this market has been insignificant.  The
Company estimates that there are more than fifty manufacturers of competing
track, recessed and exit and emergency lighting products.  The Company
competes not only with manufacturers in its own fields, but also with
manufacturers of a variety of fluorescent, high intensity discharge, exit and
emergency and decorative lighting products.  A number of competitors,
including the Company's two largest competitors, are divisions or subsidiaries
of larger companies which have substantially greater resources than the
Company.

     There is wide price variance in competitive products and the Company
believes that its line can be described as moderately priced in order to be
attractive to the high-volume commercial and residential markets.  However,
lighting fixtures are often purchased in small quantities and, as a result,
product features may be more important to a purchaser in small quantities than
cost.  The Company believes that its growth has been attributable principally
to the design and construction of its products, the quality of its sales force
and its reputation for prompt delivery and service.

     As of November 30, 2000, the Company owned a substantial number of United
States patents and had several patent applications on file with the United
States Patent Office.  The Company also has corresponding foreign patents and
registered trademarks in the United States.  There is no assurance that any
patents will be issued with respect to pending or future applications.  As the
Company develops products for new markets and uses, it normally seeks
available patent protection.  The Company believes that its patents are
important, but does not consider itself materially dependent upon any single
patent or group of related patents.

Employees
---------
     The Company employs approximately 1,000 persons.  Most of the Company's
factory employees are represented by one of two unions.  The expiration dates
for the collective bargaining agreements pertaining to the Company's Des
Plaines, Illinois, and Indianapolis, Indiana locations are September 2002 and
September 2001, respectively.


ITEM 2.  PROPERTIES
-------------------
     Juno owns a building located in Des Plaines, Illinois of approximately
510,000 square feet which serves at its principal assembly, warehouse and
executive office facility.  Juno also owns distribution warehouses in New
Jersey, Georgia, and Brampton, Ontario which have, in the aggregate,
approximately 140,700 square feet of floor space and owns a 130,000 square
foot assembly and general office facility in Indianapolis, Indiana for its
Indy Lighting, Inc. subsidiary.  The Company leases two additional
distribution warehouses for relatively short terms which have, in the
aggregate, approximately 89,000 square feet of floor space.  These warehouse
leases call for an aggregate annual rental of approximately $477,000.  The
Company's facilities are modern, considered adequate for its business as
presently conducted and experience varying levels of utilization.



ITEM 3.  LEGAL PROCEEDINGS
--------------------------
     On September 8, 1997, Juno Lighting, Inc. was served with a complaint for
patent infringement alleged by Mr. Ole K. Nilssen (Case No. 97 C 4624) in the
United States District Court for the Northern District of Illinois.  In this
complaint, Mr. Nilssen alleged that Juno had infringed seven of Mr. Nilssen's
patents (the "Patents") and sought a permanent injunction against Juno's sale
of products utilizing the inventions claimed by the Patents and unspecified
monetary damages including a request for treble damages.  The Patents relate
variously to low-voltage, high frequency power supplies for lighting systems
and to so-called track lighting systems incorporating such low-voltage high
frequency power supplies.  Juno filed an answer and counterclaim denying the
allegations of the complaint and asserting a number of affirmative defenses
and prayers for declaratory relief.  To allow the parties to focus on
negotiating a potential resolution of this dispute, on November 10, 1999, Juno
and Mr. Nilssen dismissed their cases without prejudice and further entered
into an agreement to toll the statute of limitations up to and including May
15, 2000. On May 15, 2000, to avoid further operation of the statute of
limitations, Mr. Nilssen filed a complaint against Juno in the United States
District Court for the District of Delaware alleging the same causes of action
and seeking the same relief as in the dismissed action. Mr. Nilssen served
Juno with this complaint on September 12, 2000.

     On February 23, 2001, Mr. Nilssen and Juno entered into a Settlement
Agreement (the "Settlement Agreement") which terminated the lawsuit.  Pursuant
to the Settlement Agreement, the parties granted mutual releases from all
potential claims that arose prior to February 23, 2001.  In addition, Juno
agreed to make a settlement payment to Mr. Nilssen in an immaterial amount.
Juno also agreed to enter into a non-exclusive license agreement under which
it will pay royalties in exchange for non-exclusive rights to certain products
covered by the Patents.


















































ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
    Pursuant to a request by the Company, Fremont Investors I, LLC, the holder
of a majority of the Company's outstanding shares of Series A Convertible
Preferred Stock, signed a written consent on November 9, 2000 agreeing to the
creation of Series B Convertible Preferred Stock by the Company's board of
directors.

Executive Officers Of The Registrant
------------------------------------
     The following table gives certain information with respect to the
Executive Officers of the Company as of January 31, 2001:

Name                   Age       Positions Held

T. Tracy Bilbrough     44        President and Chief Executive Officer
Glenn R. Bordfeld      54        Executive Vice President and Chief Operating
                                 Officer; President of Juno Lighting Division
George J. Bilek        46        Vice President, Finance and Treasurer
Joel W. Chemers        64        Vice President, Human Resources and
                                 Legal Affairs
Charles F. Huber       59        Vice President, Engineering and
                                 Special Projects
Jacques P. LeFevre     45        Vice President; President of
                                 Indy Lighting, Inc.
Daniel S. Macsherry    41        Vice President, Business Development
R. Reed Powers         49        Vice President; President of Advanced
                                 Fiberoptic Technologies, Inc.
Scott L. Roos          43        Vice President, Product Management
                                 & Development
Richard B. Stam        39        Vice President, Sales
Thomas W. Tomsovic     59        Vice President, Operations


     T. Tracy Bilbrough has served as Chief Executive Officer and director
since May 2000.  From September 1997 to May 2000 he was President - Commercial
Division of Thomas & Betts Corporation, a manufacturer of electrical and
electronic components.  From October 1995 to September 1997 he was President -
Eastern Hemisphere of Black & Decker Corporation, a manufacturer of power
tools, plumbing fixtures and various other hardware products and accessories.

     Glenn R. Bordfeld has been Executive Vice President, Chief Operating
Officer and President, Juno Lighting Division since May 2000 and served as a
director since July 1999.  From January 1999 to May 2000 he was President,
Chief Operating Officer of the Company.  He was the Company's Vice President,
Sales from July 1991 to January 1999.  Previously, he was employed by the
Company as its National Sales Manager from November 1988 to July 1991; its
Assistant Sales Manager from November 1985 to November 1988 and its
Advertising Manager from November 1982 to November 1985.

     George J. Bilek has been Vice President, Finance and Treasurer since
April 1990.  He was employed by the Company as its Comptroller from September
1985 to April 1990.

     Joel W. Chemers has been Vice President, Human Resources and Legal
Affairs since July 1999.  He was Vice President, Corporate Planning from
January 1999 to June 1999 and Director, Corporate Planning from October 1997
to January 1999.  From March 1996 to October 1997 he was Executive Vice
President and Chief Operating Officer of Tisma Machinery, a designer and
builder of automatic cartoning machinery.  From 1993 through March 1996 he was
Managing Director, Midwest Region for Starshak & Associates, a consulting firm
to underperforming companies.

     Charles F. Huber has been Vice President, Engineering and Special
Projects since July 1999.  He was the Company's Vice President, Corporate
Development from December 1992 to July 1999.  From January 1989 to December
1992 he was employed by the Company as the Director of Corporate Development.
From October 1984 to January 1989 he was employed by Reliance Electric, Inc.,
a manufacturer and distributor of electrical products, as its Vice President
and General Manager.

     Jacques P. LeFevre has served as a Vice President since August 1999.  He
has been President of Indy Lighting, Inc. (acquired by Juno in 1988) since
1994.  He was Vice President and General manager of Indy Lighting from October
1983 to October 1994.  Previously, he was a Certified Public Accountant with
Arthur Young & Company for six years.

     Daniel S. Macsherry joined the company as Vice President of Business
Development in October 2000.  From December 1998 to September 2000 he was
Director of Finance for Stanley Fastening Systems a division of the Stanley
Works and a manufacturer of pneumatic tools and accessories.  He was the
Director of Business Planning and Analysis at Dewalt Professional Power Tools,
a division of Black & Decker Inc., from 1996 to 1998.  From 1983 through 1995
he held various financial roles of increasing responsibility supporting
operations at Black & Decker.

     R. Reed Powers has served as a Vice President since August 1999.  He has
also been President of Advanced Fiberoptic Technologies, Inc. (a subsidiary of
Juno) since June 1997.  He was President of Sunlight Lighting, Inc. from 1983
to 1997.

     Scott L. Roos rejoined Juno in October 1998 as Vice President, Product
Management and Development.  From August 1994 through October 1998 he was Vice
President, Product Development and Marketing for Alkco, a division of the JJI
Lighting Group (a manufacturer of lighting products).  From 1990 through
August 1994 he was the Company's Director of New Product Development.

     Richard B. Stam has been Vice President, Sales since August 1999.  From
1997 to 1999, he was employed by the Company as its National Sales Manager for
North America.  From 1994 to 1997, he was the National Sales Manager for Juno
Lighting, Ltd., Juno's Canadian subsidiary.

     Thomas W. Tomsovic has been employed by the Company since its founding in
1976.  He was Vice President, Manufacturing in July 1983 and Vice President,
Operations in June 1986.  He served as a Director of the Company from June
1986 to June 1999.
                                   PART II
                                   -------

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
------------------------------------------------------------------------------
Common Stock and Dividend Information
The Company's Common Stock traded on The Nasdaq National Market from the
beginning of fiscal year until August 3, 2000, and since that date it has been
trading on the Nasdaq SmallCap Market.

The following table sets forth, for the fiscal years indicated, the range of
high and low sales prices as reported by the Nasdaq Stock Market.

As of January 31, 2001 there were approximately 1,600 beneficial holders of
Common Stock, at least 300 of which own 100 or more shares.

                      Fiscal 2000                        Fiscal 1999
                      -----------                        -----------
                                     Dividends                       Dividends
                  High      Low      Per Share    High      Low      Per Share
                  ----      ---      ---------    ----       --      ---------
First Quarter    11-1/2    9             -       24-1/4    19-3/4        $.10
Second Quarter   10        6-5/8         -       23-3/4    19-1/8        $.10
Third Quarter     7        3-3/4         -       24-9/16   11               -
Fourth Quarter    6-1/4    4-3/4         -       13-1/2    10               -

Sale of Unregistered Securities
Subsequent to fiscal year end, on December 20, 2000, the Company sold 26,666
unregistered shares of its Common Stock to T. Tracy Bilbrough, the Company's
President and Chief Executive Officer, for an aggregate price of $199,995.00.
The Company received $26.67 and a promissory note executed by Mr. Bilbrough in
favor of the Company in the amount of $199,968.33 as consideration for the
sale of these shares.  This sale of securities was exempt from registration
based on Section 4(2) of the Securities Act of 1933 because it was a
transaction by the issuer that did not involve a public offering.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

                                          FINANCIAL HIGHLIGHTS
                              (in thousands except per share amounts)
Year ended November 30,    2000       1999       1998       1997       1996
                           ----       ----       ----       ----       ----
Net Sales               $173,988   $167,458   $160,941   $139,855   $131,479

Gross Profit              85,565     83,526     81,059     67,974     63,160

Net Income                 7,381     18,022     26,625     20,303     19,897

Net (Loss) Income
   Available to
   Common Shareholders    (1,717)    13,740     26,625     20,303     19,897

Percent of Net Income
   Available to Common
   Shareholders to Net
   Sales                    (.10)%    8.20%      16.5%      14.5%      15.1%

Net (Loss) Income Per
   Common Share
     Basic                  (.71)     1.23       1.43       1.10       1.08
     Diluted                (.71)     1.23       1.43       1.10       1.08

Cash Dividends Per Common
   Share                       -       .20        .36        .32        .32

Total Assets             117,434   130,634    208,839    187,389    178,181

Long - Term Debt         182,665   206,793      3,265      3,385      4,433

Stockholders' (Deficit)
  Equity                 (96,768) (104,157)   191,448    170,630    155,661

Stockholders' (Deficit)
  Equity Per
  Common Share            (39.61)   (43.18)     10.30       9.19       8.41

Working Capital           30,094    42,722    133,409    110,876    104,465

Current Ratio            2.0 to 1  2.6 to 1  11.5 to 1  10.5 to 1   7.5 to 1


























ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------
Results of Operations
This document contains various forward-looking statements.  Statements in this
document that are not historical are forward-looking statements.  Such
statements are subject to various risks and uncertainties that could cause
actual results to vary materially from those stated.  Such risks and
uncertainties include: economic conditions generally, levels of construction
and remodeling activities, the ability to improve manufacturing and operating
efficiencies, disruptions in manufacturing or distribution, product and price
competition, raw material prices, the ability to develop and successfully
introduce new products, technology changes, patent issues, exchange rate
fluctuations, and other risks and uncertainties.  The Company undertakes no
obligation to update any such factors or to publicly announce the result of
any revisions to any of the forward-looking statements contained herein to
reflect future events or developments.

Fiscal 2000 Compared to Fiscal 1999.  For the fiscal year ended November 30,
2000, net sales increased approximately $6,530,000 or 3.9% to $173,988,000
from $167,458,000 for the like period in 1999.  In management's opinion, this
increase is due primarily to new products that were introduced in the latter
part of fiscal 1999 and in the first half of fiscal 2000.  Sales through
Juno's Canadian subsidiary increased 3.9% to $11,179,000 for the fiscal year
ended November 30, 2000 compared to $10,764,000 for the like period in 1999.

Gross profit expressed as a percentage of sales decreased to 49.2% in fiscal
2000 compared to 49.9% in fiscal 1999.  This decrease was due in part to a
change in sales mix which caused the percentage of direct material to sales to
be higher.

Selling, general and administrative expenses expressed as a percentage of
sales increased to 29.7% in fiscal 2000 compared to 29.3% in fiscal 1999.  In
fiscal 2000 charges for depreciation and amortization increased by $1,037,000
over fiscal 1999.  This was due primarily to the amortization of deferred
financing costs associated with long-term debt incurred from the June, 1999
Merger and to a lesser degree from depreciation of computer hardware and
software associated with the fiscal 1999 implementation of the Company's
enterprise resource planning system.  Information describing the Merger can be
found in the Company's financial statements and accompanying notes thereto
appearing elsewhere in this document.

Interest expense was $22,597,000 for fiscal 2000 compared to $9,588,000 for
1999.  The increase reflects interest related to borrowings used to finance
the Merger in the third quarter of 1999.

The preferred stock dividend was $9,098,000 in fiscal 2000 compared to
$4,282,000 in fiscal 1999.  This increase is due to the fact that the fiscal
2000 amount reflects a full year of dividends payable in kind at a rate of 2%
compounded quarterly compared to one-half of the year for 1999.

The weighted average number of shares outstanding decreased to approximately
2.4 million in 2000 compared to 11.1 million in 1999.  The Merger resulted in
the effective retirement of approximately 16.2 million shares of the Company's
common stock.  The weighted average number of shares calculation for 1999
included seven months of the year with approximately 18.6 million shares
outstanding and five months with approximately 2.4 million shares outstanding.

Fiscal 1999 Compared to Fiscal 1998.  For the fiscal year ended November 30,
1999, net sales increased approximately $6,517,000 or 4.0% to $167,458,000
from $160,941,000 for the like period in 1998.  In management's opinion, this
increase was due primarily to an increase in the overall demand for lighting
products.  Sales through Juno's Canadian subsidiary increased 15.9% to
$10,764,000 for the fiscal year ended November 30, 1999 compared to $9,290,000
for the like period in 1998.

Gross profit expressed as a percentage of sales decreased to 49.9% in fiscal
1999 compared to 50.4% in fiscal 1998.  This decrease was due in part to a
change in sales mix which caused the percentage of direct material to sales to
be higher.  Higher indirect labor costs were also a factor.

Selling, general and administrative expenses expressed as a percentage of
sales increased to 29.3% in fiscal 1999 compared to 27.4% in fiscal 1998.
This increase was due primarily to one-time charges of approximately
$1,088,000 for a bonus paid to Juno officers pursuant to Change of Control
Benefit Agreements and $149,000 for the loss on the early extinguishment of an
Industrial Revenue Bond that was repaid on June 30, 1999.  This relationship
was affected by increases in amortization of deferred financing costs,
depreciation of computer hardware and software and costs associated with the
implementation of the Company's ERP system.

Interest expense was $9,588,000 for fiscal 1999 compared to $166,000 for 1998.
The increase reflects interest related to borrowings used to finance the
Merger in the third quarter of 1999. Information describing the Merger can be
found in the Company's financial statements and accompanying notes thereto
appearing elsewhere in this document.

The weighted average number of shares outstanding decreased to approximately
11.1 million in 1999 compared to 18.6 million in 1998.  The Merger resulted in
the effective retirement of approximately 16.2 million shares of the Company's
common stock.  The weighted average number of shares calculation included
seven months of the year with approximately 18.6 million shares outstanding
and five months with approximately 2.4 million shares outstanding.

Inflation  While management believes it has generally been successful in
controlling the prices it pays for materials and passing on increased costs by
increasing its prices, no assurances can be given as to the Company's future
success in limiting material price increases or that it will be able to fully
reflect any material price increases in the prices it charges its customers or
fully offset such price increases through improved efficiencies.


Financial Condition
Fiscal 2000 The Company generated positive net cash flow from operating
activities of $22,275,000 comprised principally of net income, depreciation
and amortization, deferred charges, decreases in inventory, accounts
receivable, prepaid expenses and other assets and an increase in accounts
payable,(collectively aggregating $22,506,000), net of a decrease to the
allowance for doubtful accounts of $231,000.

Net cash flow used in investing activities amounted to $2,468,000 comprised of
capital expenditures for fiscal 2000.

Net cash flow used in financing activities amounted to $23,622,000 due
primarily to principal payments on long-term debt of $23,620,000.

The Company historically has funded its operations principally from cash
generated from operations, available cash and income from marketable
securities.  The Company incurred substantial indebtedness in connection with
the Merger.  The Company's liquidity needs are expected to arise primarily
from operating activities and servicing indebtedness incurred in connection
with the Merger.

Principal and interest payments under the Senior Credit Facility and the
Subordinated Debt, both entered into in connection with the Merger, represent
significant liquidity requirements for the Company.  As of November 30, 2000,
the Company had cash of approximately $4.8 million and total indebtedness of
approximately $186.6 million.  Detailed information concerning the terms of
the Senior Credit Facility and the Subordinated Debt can be found in the
Company's audited financial statements and notes thereto appearing elsewhere
in this document.

The Company's $35 million Revolving Credit Facility is available to finance
its working capital and had no outstanding balance on November 30, 2000.  The
Company's principal source of cash to fund its liquidity needs will be net
cash from operating activities and borrowings under the Senior Credit
Facility.  The Company believes these sources will be adequate to meet its
anticipated future requirements for working capital, capital expenditures, and
scheduled payments of principal and interest on its existing indebtedness for
at least the next 12 months.  However, the Company may not generate sufficient
cash flow from operations or have future working capital borrowings available
in an amount sufficient to enable it to service its indebtedness, including
the notes, or to make necessary capital expenditures.

As of May 31, 2000, the Company was not in compliance with a requirement of
the Secured Credit Agreement for maintaining a minimum ratio of EBITDA to
Interest Expense, as defined.  On June 30, 2000, the lenders agreed to waive
compliance with this requirement for the quarter ended May 31, 2000 and
modified this and other financial ratios for the remainder of the term.

Fiscal 1999 The Company generated positive net cash flow from operating
activities of $22,185,000 comprised principally of net income, depreciation
and amortization, a decrease in prepaid expenses and increase in accounts
payable and accrued liabilities, (collectively aggregating $35,964,000), net
of increases in accounts receivable of $2,274,000 and inventory of $1,202,000
and other assets of $10,303,000.  The increase in other assets was due
primarily to fees in connection with the acquisition of the secured and
subordinated debt.  The Company used the net cash provided from operating
activities to finance capital expenditures of $5,533,000 and pay cash
dividends of $3,720,000.

Net cash flow from investing activities amounted to $81,847,000 comprised
primarily of the proceeds received from the liquidation of the Company's
marketable securities portfolio used to partially finance the Merger.

Net cash used in financing activities amounted to $105,898,000 which is due
primarily to common stock retired in the recapitalization of $415,948,000 less
proceeds from the issuance of Preferred Stock, Subordinated Debt and Bank Debt
aggregating $325,003,000.  In addition, principal payments on long-term debt
of $12,264,000 were made.

As of November 30, 1999, the Company had cash of approximately $8.6 million
and total indebtedness of approximately $210.1 million.  Detailed information
concerning the terms of the Senior Credit Facility and the Subordinated Debt
can be found in the Company's audited financial statements and notes thereto
appearing elsewhere in this document.

The Company had no outstanding balance on its Revolving Credit Facility on
November 30, 1999.

Fiscal 1998  The Company generated positive cash flow from operating
activities of $22,567,000 comprised principally of net income, depreciation
and amortization, and an increase in accounts payable (collectively
aggregating $31,165,000), net of an increase in accounts receivable of
$2,601,000 and an increase in inventory of $5,408,000.  Accounts receivable
increased 9.1% in support of the higher sales level compared to 1997.  In
order to maintain the Company's commitment to prompt delivery of product to
its customers, inventory increased by 23.8% compared to 1997 levels.
Miscellaneous other assets decreased to $607,000 from $4,456,000 due to the
sale of the building that formerly served as the Company's principal corporate
facility.

The Company used the net cash provided from operating activities to increase
its investment portfolio by $11,949,000, finance capital expenditures of
$5,293,000, and pay dividends of $6,686,000, which reflected a quarterly
dividend rate of $.09 per share.

On October 27, 1998 the Company announced the declaration of a cash dividend
of $.10 per share payable January 15, 1999 to stockholders of record December
15, 1998.  This represents an 11% increase from the previous quarterly rate of
$.09 per share.

The Company generated additional positive cash flow of $4,605,000 from the
sale of the building that formerly served as the Company's principal corporate
office and assembly facility.  This building was previously classified in
miscellaneous assets.



Other Matters

Recently Issued Accounting Standards

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial Statements."
This bulletin addresses appropriate revenue recognition practices in the
application of generally accepted accounting principles in financial
statements.  In June 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). This standard
requires, among other things, that all derivatives be carried on the balance
sheet at fair value.  The Company plans to adopt these standards in the first
quarter of fiscal 2001.  Management has considered these standards and does
not expect the effects of these standards on the financial statements to be
significant.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------------------------------------------------------------------

None.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                    PAGE
-----------------------------------------------------                   ----

         Index to Financial Statements

         Financial Statements:

           Report of Independent Accountants                             15

           Consolidated Statements of Income for the
             three years ended November 30, 2000                         16

           Consolidated Balance Sheets at November 30,
             2000 and 1999                                             17-18

           Consolidated Statements of Stockholders' Equity (Deficit)
             for the three years ended November 30, 2000                 19

           Consolidated Statements of Cash Flows for the
             three years ended November 30, 2000                         20

         Notes to Consolidated Financial Statements                    21-32

         Selected Quarterly Financial Data (Unaudited)                   32

         Financial Statement Schedule:

           Valuation and Qualifying Accounts
             for the three years ended November 30, 2000                 39


















                      Report of Independent Accountants
                      ---------------------------------




To the Board of Directors and
 Stockholders of Juno Lighting, Inc.



In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of stockholders' equity (deficit) and of
cash flows present fairly, in all material respects, the financial position of
Juno Lighting, Inc. and its subsidiaries at November 30, 2000 and 1999, and
the results of their operations and their cash flows for each of the three
years in the period ended November 30, 2000, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits.  We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for the opinion expressed above.





PricewaterhouseCoopers LLP
Chicago, Illinois
January 10, 2001

































CONSOLIDATED STATEMENTS OF INCOME


                                           (In thousands except share amounts)
------------------------------------------------------------------------------
Year ended November 30,                       2000       1999         1998
------------------------------------------------------------------------------
Net sales                                  $173,988    $167,458     $160,941
Cost of sales                                88,423      83,932       79,882
------------------------------------------------------------------------------
Gross profit                                 85,565      83,526       81,059
Selling, general and administrative          51,693      49,042       44,083
------------------------------------------------------------------------------
Operating income                             33,872      34,484       36,976
------------------------------------------------------------------------------
Other (expense) income:
   Interest expense                         (22,597)     (9,588)        (166)
   Interest and dividend income                 271       3,752        4,371
   Miscellaneous                                 13        (525)          76
------------------------------------------------------------------------------
      Total other (expense) income          (22,313)     (6,361)       4,281
------------------------------------------------------------------------------
Income before taxes on income                11,559      28,123       41,257

Taxes on income                               4,178      10,101       14,632
------------------------------------------------------------------------------
Net income                                  $ 7,381    $ 18,022     $ 26,625
Less: Preferred dividends                     9,098       4,282            -
------------------------------------------------------------------------------
Net (loss) income available to
   common shareholders                      $(1,717)   $ 13,740     $ 26,625
==============================================================================
Net (loss) income per common share
   (Basic and diluted)                      $  (.71)  $    1.23     $   1.43
==============================================================================
Weighted average number of shares
outstanding - Basic                       2,426,490  11,127,286   18,576,015
Weighted average number of shares
outstanding - Diluted                     2,426,490  11,138,518   18,614,863
==============================================================================
See notes to consolidated financial statements.




























CONSOLIDATED BALANCE SHEETS
                                                               (in thousands)
------------------------------------------------------------------------------
November 30,                                             2000         1999
------------------------------------------------------------------------------
Assets
Current:
   Cash                                                $  4,817     $  8,632
   Accounts receivable, less allowance for doubtful
     accounts of $1,151 and $1,382                       26,527       26,799
   Inventories, net                                      24,208       29,317
   Prepaid expenses and miscellaneous                     3,904        4,142
------------------------------------------------------------------------------
       Total current assets                              59,456       68,890
------------------------------------------------------------------------------
Property and equipment:
   Land                                                   7,278        7,301
   Building and improvements                             32,946       32,085
   Tools and dies                                         9,946        9,051
   Machinery and equipment                                6,989        7,609
   Computer equipment                                     7,390        8,243
   Office furniture and equipment                         2,909        2,873
------------------------------------------------------------------------------
                                                         67,458       67,162
   Less accumulated depreciation                        (22,091)     (19,360)
------------------------------------------------------------------------------
       Net property and equipment                        45,367       47,802
------------------------------------------------------------------------------
Other assets:
   Goodwill and other intangibles,
     net of accumulated amortization of
     $1,782 and $1,629                                    3,970        4,123
   Deferred financing costs, net of accumulated
     amortization of $1,822 and $514                      8,521        9,676
   Miscellaneous                                            120          143
------------------------------------------------------------------------------
       Total other assets                                12,611       13,942
------------------------------------------------------------------------------
Total assets                                           $117,434     $130,634
==============================================================================




























CONSOLIDATED BALANCE SHEETS
                                                               (in thousands)
------------------------------------------------------------------------------
November 30,                                            2000          1999
------------------------------------------------------------------------------
Liabilities
Current:
   Accounts payable                                   $ 9,215       $  6,566
   Accrued liabilities                                 16,255         16,272
   Current maturities of long-term debt                 3,892          3,330
------------------------------------------------------------------------------
       Total current liabilities                       29,362         26,168
------------------------------------------------------------------------------
Long-term debt, less current maturities               182,665        206,793
------------------------------------------------------------------------------
Deferred income taxes payable                           2,175          1,830
------------------------------------------------------------------------------
Commitments and Contingencies
Stockholders' Deficit
   Preferred stock, Series A and B convertible $.001
     par value, $100 stated value, 5,000,000 shares
     authorized and 1,063,500 shares issued.           119,730       110,282
   Common stock, $.001 par value;
     Shares authorized 45,000,000;
     Issued 2,443,248 and 2,412,126                          2             2
   Paid-in capital                                         319           421
   Accumulated other comprehensive loss                   (762)         (530)
   Accumulated deficit                                (216,057)     (214,332)
------------------------------------------------------------------------------
       Total stockholders' deficit                     (96,768)     (104,157)
------------------------------------------------------------------------------
Total liabilities and stockholders' equity            $117,434      $130,634
==============================================================================
See notes to consolidated financial statements.






<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)            (in thousands)
--------------------------------------------------------------------------------------------------------------------------------
Years ended November 30, 1998, 1999 and 2000       Series A and B
                                                      Preferred    Accumulated     Retained
                                      Common Stock       Stock        Other        Earnings/
                                    Amount   Paid-In    Amount     Comprehensive  (Accumulated  Treasury
                                   $.001 PAR  Capital  $.001 PAR   Income (Loss)    Deficit)     Stock       Total
                                  ---------  -------  ---------   ------------    ---------     --------    -------
<S>                                 <C>       <C>       <C>        <C>              <C>         <C>       <C>
Balance, December 1, 1997              $186   $4,934          -          $ 328       $ 165,238    $ (56) $ 170,630
Comprehensive income:
   Net income for 1998                    -        -          -              -          26,625        -      26,625
   Loss on foreign currency translation   -        -          -           (260)              -        -        (260)
   Change in unrealized holding gains     -        -          -            536               -        -         536
                                                                                                            -------
Comprehensive income                                                                                         26,901
                                                                                                            =======
   Treasury stock reissued                -        -          -              -              (3)      56          53
   Exercise of stock options              -      510          -              -               -        -         510
   Tax benefit of stock options exercised -       40          -              -               -        -          40
   Cash dividend ($.36 per share)         -        -          -              -          (6,686)       -      (6,686)
-------------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 1998              186    5,484          -            604         185,174        -     191,448
-------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net income for 1999                    -        -          -              -          18,022        -      18,022
   Gain on foreign currency translation   -        -          -            125               -        -         125
   Change in unrealized holding gains     -        -          -         (1,259)              -        -      (1,259)
                                                                                                             -------
Comprehensive income                                                                                         16,888
                                                                                                             =======
   Exercise of stock options              -    1,031          -              -               -        -       1,031
   Tax benefit of stock options exercised -      144          -              -               -        -         144
   Cash dividend ($.20 per share)         -        -          -              -          (3,720)       -      (3,720)
   Common stock retirement             (184)  (6,238)         -              -        (409,526)       -    (415,948)
   Preferred shares issued                -        -    106,000              -               -        -     106,000
   Preferred stock dividend               -        -      4,282              -          (4,282)       -           -
-------------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 1999                2      421    110,282           (530)       (214,332)       -    (104,157)
-------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net Income for 2000                    -        -          -              -           7,381        -       7,381
   Loss on foreign currency translation   -        -          -           (232)              -        -        (232)
                                                                                                             -------
Comprehensive income                                                                                          7,149
                                                                                                             =======
   Exercise of stock options              -      159          -              -               -        -         159
   Preferred shares Series B issued       -     (261)       350              -               -        -          89
   Preferred Stock Dividend               -        -      9,098              -          (9,098)       -           -
   Common Stock Retirement                -        -          -              -              (8)       -          (8)
----------------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 2000             $  2   $  319   $119,730          $(762)      $(216,057)       -   $ (96,768)
----------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
</TABLE>

CONSOLIDATED STATEMENTS OF CASH FLOW
                                                               (in thousands)
------------------------------------------------------------------------------
Year ended November 30,                         2000        1999       1998
------------------------------------------------------------------------------
  Net income                                   $7,381     $18,022    $26,625
  Adjustments to reconcile net income to
  net cash provided by operating activities:
  Depreciation and amortization                 6,226       4,814      3,678
  Loss (Gain) on sale of assets                    81         606       (178)
  (Decrease) Increase in allowance for
    doubtful accounts                            (231)        177        298
  Deferred income taxes                           345         362       (274)
  Deferred compensation                           107           -          -
  Changes in operating assets and liabilities:
    Decrease (Increase) in accounts receivable    271      (2,274)    (2,601)
    Decrease (Increase) in inventory            5,109      (1,202)    (5,408)
    Decrease (Increase) in prepaid expenses       238       1,539       (607)
    Decrease (Increase) in other assets           116     (10,303)       (27)
    Increase in accounts payable                2,649       2,125        862
    (Increase) Decrease in accrued
      liabilities                                 (17)      8,319        199
------------------------------------------------------------------------------
Net cash provided by operating activities      22,275      22,185     22,567
------------------------------------------------------------------------------
Cash flows (used in) provided by investing activities:
  Purchases of marketable securities                -     (63,966)   (47,089)
  Proceeds from sales of marketable
    securities                                      -     151,346     35,140
  Proceeds from sale of assets                      -           -      4,605
  Capital expenditures                         (2,468)     (5,533)    (5,293)
------------------------------------------------------------------------------
Net cash (used in) provided by
  investing activities                         (2,468)     81,847    (12,637)
------------------------------------------------------------------------------
Cash flows used in financing activities:
  Principal payments on long-term debt        (23,620)    (12,264)      (115)
  Dividends paid                                    -      (3,720)    (6,686)
  Proceeds from sale of common stock through
    Employee Stock Purchase Plan                  159         193        191
  Proceeds from exercise of stock options           -         838        372
  Proceeds from issuance of preferred stock         -     106,000          -
  Deferred financing costs                       (153)          -          -
  Proceeds from subordinated debt                   -     124,103          -
  Proceeds from bank debt                       4,250      94,900          -
  Principal payments of bank debt              (4,250)          -          -
  Common stock retired                             (8)   (415,948)         -
------------------------------------------------------------------------------
Net cash used in financing activities         (23,622)   (105,898)    (6,238)
------------------------------------------------------------------------------
Net (decrease) increase in cash                (3,815)     (1,866)     3,692
Cash at beginning of year                       8,632      10,498      6,806
------------------------------------------------------------------------------
Cash at end of year                            $4,817     $ 8,632    $10,498
==============================================================================
Supplemental disclosures of cash flow information:
  Cash paid during the year for:
    Interest                                  $23,439     $ 1,886    $   163
    Income Taxes                              $ 2,700     $ 9,697    $16,234
==============================================================================
See notes to consolidated financial statements.











NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                Juno Lighting, Inc.


Note 1:Summary of Significant Accounting Policies

Nature of the Business  Juno Lighting, Inc. (the "Company") is a specialist in
the design, manufacture and marketing of lighting fixtures for commercial and
residential use primarily in the United States.

Principles of Consolidation  The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries.  All material
intercompany accounts and transactions have been eliminated.

Use of Estimates  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

Marketable Securities Consistent with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in
Debt and Equity Securities", the Company has classified its current and non-
current securities as available-for-sale and reports them at their estimated
market values, which have been determined based upon published market quotes.

Unrealized gains and losses relating to available-for-sale securities are
considered to be temporary and therefore are excluded from earnings and
recorded as a separate component of stockholders' equity until realized.
Realized gains and losses on sales of marketable securities are computed using
the specific identification method.

Revenue Recognition  Revenues from sales are recognized at the time goods are
shipped.

Inventories  Inventories are valued at the lower of cost (first-in, first-out)
or market.

Property and Equipment Property and equipment are stated at cost.
Depreciation is computed over estimated useful lives using the straight-line
method for financial reporting purposes and accelerated methods for income tax
reporting.  Depreciation expense in 2000, 1999, and 1998 amounted to
approximately $4,774,000, $3,994,000, and $3,508,000 respectively.

Useful lives for property and equipment are as follows:
------------------------------------------------------------------------------
Buildings and improvements                                      20 - 40 years
Tools and dies                                                        3 years
Machinery and equipment                                               7 years
Computer equipment                                                    5 years
Office furniture and equipment                                        5 years
------------------------------------------------------------------------------

Goodwill  Goodwill is amortized using the straight-line method over a forty
year period.

Income Taxes  The Company uses the asset and liability approach under which
deferred taxes are provided for temporary differences between the financial
reporting and income tax bases of assets and liabilities based on enacted tax
laws and rates applicable to the periods in which the differences are expected
to affect taxable income.

Research and Development  The Company spent approximately $4,696,000,
$4,739,000 and $4,095,000 on research, development and testing of new products
and development of related tooling in fiscal 2000, 1999 and 1998,
respectively.

Foreign Currency Translation  The financial statements of the Company's
Canadian subsidiary have been translated using local currency as the
functional currency.

Net Income Per Share  Basic net income per share is computed based upon
weighted average number of shares of common stock.  Diluted earnings per share
is computed based on the weighted average number of shares of common stock and
dilutive common stock equivalents outstanding.  The effects of convertible
Preferred Stock have been excluded from dilutive earnings per share in the
periods presented because the impact would be antidilutive. Share and per
share information have been adjusted for all stock splits.

Stock-based Compensation  As permitted by Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the
Company has elected to continue to account for its stock-based awards in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25") and has provided the pro forma
disclosures as required by SFAS 123 for the years ended November 30, 2000,
1999 and 1998.

Recently Issued Accounting Standards  In December 1999, the Securities and
Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) 101, "Revenue
Recognition in Financial Statements."  This bulletin addresses appropriate
revenue recognition practices in the application of generally accepted
accounting principles in financial statements.  In June 1998, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities ("SFAS 133"). This standard requires, among other things, that all
derivatives be carried on the balance sheet at fair value.  The Company plans
to adopt these standards in the first quarter of fiscal 2001.  Management has
considered these standards and does not expect the effects of these standards
on the financial statements to be significant.

Note 2:Merger and Recapitalization
On June 30, 1999, Jupiter Acquisition Corp. ("Merger Sub"), a Delaware
corporation and a wholly-owned subsidiary of Fremont Investors I, LLC
("Fremont Investors"), was merged (the "Merger") with and into the Company
pursuant to an Agreement and Plan of Recapitalization and Merger dated March
26, 1999 (the "Merger Agreement") by and among Merger Sub, the Company and
Fremont Investors.  Pursuant to the Merger, the holders of all the issued and
outstanding shares of Juno common stock, $.01 par value per share, were
entitled to receive either $25 cash or one share of Juno common stock, $.001
par value per share, for each share of common stock issued and outstanding;
provided that this consideration was subject to proration, as such holders
were entitled to receive an aggregate of 2,400,000 shares of Juno common
stock.  The Company funded this effective retirement of 16,242,527 shares of
the Company's common stock with a payment to stockholders in the aggregate of
approximately $406 million.  The sources of this funding included the
Company's available cash and marketable securities, a $106 million preferred
stock investment by Fremont and key employees of Juno ("Preferred Stock"),
approximately $94.9 million of bank debt ("Bank Debt") and the issuance of
$125 million of subordinated debt ("Subordinated Debt").  In connection with
the Merger, the Company incurred approximately $9.9 million in transaction
costs and $10.2 million of deferred financing costs.  Included in these costs
were payments of approximately $4.9 million to Fremont Investors.

Note 3:Inventories
Inventories consist of the following:
                                                               (in thousands)
------------------------------------------------------------------------------
November 30,                                                  2000     1999
------------------------------------------------------------------------------
Finished goods                                              $11,520  $14,333
Raw materials                                                12,688   14,984
------------------------------------------------------------------------------
Total                                                       $24,208  $29,317
==============================================================================

Work in process inventories are not significant in amount and are included in
finished goods.











Note 4:Accrued Liabilities
Accrued liabilities consist of the following:
                                                               (in thousands)
------------------------------------------------------------------------------
November 30,                                                  2000     1999
------------------------------------------------------------------------------
Interest expense                                             $6,869  $ 7,711
Compensation and benefits                                     4,461    4,822
Promotional programs                                          2,236    1,838
Real estate taxes                                               732      843
Commissions                                                     467      470
Current Income Taxes                                            807        -
Other                                                           683      588
------------------------------------------------------------------------------
Total                                                       $16,255  $16,272
==============================================================================

Note 5:Long-Term Debt
Long-term debt consists of the following:

                                                               (in thousands)
------------------------------------------------------------------------------
November 30,                                                  2000     1999
------------------------------------------------------------------------------
Bank of America, N.A. and certain other lenders,
  Tranche A Term Loan, payable in escalating installments
  through November, 2005, plus interest at a variable rate,
  generally approximating 3 month LIBOR plus 2.75%         $26,087   $38,000
Bank of America, N.A. and certain other lenders,
  Tranche B Term Loan, payable in escalating installments
  through November, 2006, plus interest at a variable rate,
  generally approximating 3 month LIBOR plus 3.25%          36,293    48,000
Senior Subordinated Notes due July, 2009 plus interest
  at 11 7/8%, net of discount of $823 and $877 in 2000
  and 1999, respectively                                   124,177   124,123
------------------------------------------------------------------------------
                                                           186,557   210,123
Less current maturities                                      3,892     3,330
------------------------------------------------------------------------------
Total long-term debt                                      $182,665  $206,793
==============================================================================

In connection with the Merger, the Company entered into a senior credit
facility (the "Credit Facility") with Bank of America, N.A., Credit Suisse
First Boston and certain other lenders providing (i) a $90 million term
facility consisting of a (a) $40 million tranche A term loan ("Term Loan A"),
and (b) $50 million tranche B term loan ("Term Loan B"), and (ii) a $35
million revolving credit facility (the "Revolving Credit Facility").
Borrowings under the Credit Facility bear interest, at the Company's option,
at a rate per annum equal to either the Eurodollar rate (the London InterBank
Offered Rate for eurodollar deposits as adjusted for statutory reserve
requirements) or a base rate plus variable applicable percentages.  At
November 30, 2000 the nominal interest rates for Term Loan A and Term Loan B
were 9.52% and 10.02%, respectively.  Term Loan A and Term Loan B are each
payable in separate quarterly installments commencing February 29, 2000.
Borrowings under the Revolving Credit Facility are due on November 30, 2005.
In addition, the Company issued $125 million principal amount of 11-7/8%
senior subordinated notes due July 1, 2009 (the "Notes") to qualified
institutional buyers under a private placement offering pursuant to Rule 144A
and Regulation S of the Securities Act, resulting in approximately $120.4
million in proceeds to the Company.  Interest is payable on the Notes semi-
annually on January 1 and July 1 of each year commencing January 1, 2000.  The
Notes are unsecured senior subordinated obligations of the Company,
subordinated in right of payment to all existing and future senior
indebtedness of the Company, including the Credit Facility.  Each of the
aforementioned debt facilities contain restrictive covenants.  The Secured
Credit Agreement requires the Company to maintain certain financial ratios, as
defined.

Relating to the Credit Facility and the Notes, the Company incurred
approximately $3.9 million and $6.3 million of financing fees, respectively,
which are being amortized over the life of the related debt.

As of May 31, 2000, the Company was not in compliance with a requirement of
the Secured Credit Agreement for maintaining a minimum ratio of EBITDA to
Interest Expense, as defined.  On June 30, 2000, the lenders agreed to waive
compliance with this requirement for the quarter ended May 31, 2000 and
modified this and other financial ratios for the remainder of the term.

The Credit Facility is collateralized by substantially all assets of the
Company and its domestic subsidiaries, as more particularly described in the
Credit Agreement dated June 29, 1999 and filed as an exhibit hereto.  The
aggregate amounts of existing long-term debt maturing in each of the next five
years are as follows: 2001 - $3,892,000; 2002 - $4,597,000; 2003 - $6,007,000;
2004 - $6,007,000; 2005 - $7,417,000.

Note 6:Taxes On Income
Provisions for federal and state income taxes in the consolidated statements
of income are comprised of the following:

                                                               (in thousands)
------------------------------------------------------------------------------
November 30,                                     2000       1999       1998
------------------------------------------------------------------------------
Current:
  Federal                                      $2,798     $ 8,980    $12,621
  State                                           667       1,190      2,632
------------------------------------------------------------------------------
                                                3,465      10,170     15,253
------------------------------------------------------------------------------
Deferred:
  Federal                                         631         (61)      (528)
  State                                            82          (8)       (93)
------------------------------------------------------------------------------
                                                  713         (69)      (621)
------------------------------------------------------------------------------
Total taxes on income                          $4,178     $10,101    $14,632
------------------------------------------------------------------------------

Deferred tax assets (liabilities) are comprised of the following:

                                                               (in thousands)
------------------------------------------------------------------------------
November 30,                                                 2000      1999
------------------------------------------------------------------------------
Reserves for doubtful accounts                              $ 416     $  503
Inventory costs capitalized for tax purposes                  823        888
Compensation and benefits                                     764      1,014
Accrued warranty reserve                                       38         32
Accrued advertising                                            80         66
------------------------------------------------------------------------------
  Deferred tax assets                                       2,121      2,503
------------------------------------------------------------------------------
Depreciation                                               (1,748)    (1,391)
Prepaid health and welfare costs                             (264)      (284)
Basis difference of acquired assets                           (75)       (81)
Capitalized interest                                          (14)       (14)
Real estate taxes                                            (338)      (338)
------------------------------------------------------------------------------
  Deferred tax liabilities                                 (2,439)    (2,108)
------------------------------------------------------------------------------
Net deferred tax (liability) asset                          $(318)    $  395
==============================================================================

The following summary reconciles taxes at the federal statutory tax rate to
the Company's effective tax rate:
------------------------------------------------------------------------------
November 30,                                      2000      1999       1998
------------------------------------------------------------------------------
Income taxes at statutory rate                   34.0%       35.0%      35.0%
Dividend exclusion and municipal interest           -        (2.9)      (3.5)
State and local taxes, net of federal income
  tax benefit                                     3.5         3.2        4.1
Other                                            (1.4)         .6        (.1)
------------------------------------------------------------------------------
Effective tax rate                               36.1%       35.9%      35.5%
==============================================================================

Note 7:Stock Based Compensation Plans
The Company maintains two stock-based compensation programs: a stock option
plan and a stock purchase plan.  Prior to June 30, 1999, stock options were
issued under the 1993 Stock Option Plan.  The 1993 Stock Option Plan ("the
1993 Plan") provided for the granting of stock options or stock appreciation
rights ("SAR") to certain key employees, including officers. Under the 1993
Plan, up to 600,000 shares of the Company's common stock may be issued upon
exercise of stock options, and SARs may be granted with respect to up to
600,000 shares of the Company's common stock. At November 30, 2000, remaining
options outstanding under the 1993 Plan totaled 176,600.  No further awards
were made under the 1993 Plan and the remaining options outstanding vested
upon cancellation of the 1993 Plan. The Company's 1999 Plan provides for the
granting of stock options or stock appreciation rights ("SAR") to certain key
employees, including officers, directors (including non-employee directors),
and independent contractors.  The stock option plan provides for the grant of
"incentive stock options" or "non-qualified stock options" as defined in
Section 422 of the Internal Revenue Code as amended.  Under the 1999 Plan, up
to 940,000 shares of the Company's common stock may be issued upon the
exercise of stock options, and SARs may be granted with respect to up to
940,000 shares of the Company's common stock.  At November 30, 2000, a total
of 49,235 shares were available for grant under the 1999 Plan. The per-share
option price for options granted under the stock option plan may not be less
than 100% of the fair market value of the Company's common stock on the date
of grant.

The Company's stock purchase plan allows employees to purchase shares of the
Company's common stock through payroll deductions over a twelve month period.
The purchase price is equal to 85 percent of the fair market value of the
common stock on either the first or last day of the accumulation period,
whichever is lower.  Purchases under the stock purchase plan are limited to
the lesser of $5,000 or 10% of an employees base salary.  In connection with
the Company's stock purchase plan, 400,000 shares of common stock have been
reserved for future issuances.  Under this stock purchase plan, 31,122 shares
of common stock were issued at $5.10 per share in fiscal 2000.

A summary of activity under the Company's stock option plan is as follows:

------------------------------------------------------------------------------
                                                                     Weighted
                                                                      Average
                                                     Options         Exercise
                                                 Outstanding            Price
------------------------------------------------------------------------------
Balance at November 30, 1997                         252,000           $16.95
  Options Granted                                     11,000           $22.06
  Options Exercised                                  (21,000)          $17.47
  Options Canceled                                    (6,000)          $15.58
------------------------------------------------------------------------------
Balance at November 30, 1998                         236,000           $17.17
  Options Granted                                    403,650           $25.00
  Options Exercised                                  (47,400)          $17.69
  Options Canceled                                    (6,800)          $17.76
------------------------------------------------------------------------------
Balance at November 30, 1999                         585,450           $22.52
  Options Granted                                    503,427           $25.00
  Options Exercised                                        -                -
  Options Canceled                                   (21,512)          $18.18
-----------------------------------------------------------------------------
Balance at November 30, 2000                       1,067,365           $23.68
==============================================================================













A summary of outstanding and exercisable stock options as of November 30,
2000, is as follows:

                         Options Outstanding              Options Exercisable
               -------------------------------------    ----------------------
                           Weighted
                           Averaged         Weighted                 Weighted
Range of                   Remaining        Average                  Average
Exercise       Number of   Contractual      Exercise    Number of    Exercise
Prices         Shares      Life(in years)   Price       Shares       Price
--------       -------------------------------------    ----------------------
$14.44          79,800        5.0           $14.44       79,800      $14.44
$15.38           8,600        6.1           $15.38        8,600      $15.38
$16.69-$18.50   28,000        4.5           $18.44       28,000      $18.44
$19.63-$22.19   60,200        3.9           $20.07       60,200      $20.07
$25.00         890,765        8.6           $25.00      152,768      $25.00
               -------------------------------------    ----------------------
             1,067,365        7.3           $23.68      329,368      $20.73
             =======================================    ======================

As permitted under SFAS 123, the Company has elected to continue to follow APB
Opinion No. 25 in accounting for stock-based awards.

Pro forma information regarding net income and earnings per share is required
by SFAS 123 for stock-based awards granted after November 30, 1995, as if the
Company had accounted for its stock-based awards under the fair value method
of SFAS 123.  The fair value of the Company's stock-based awards was estimated
as of the date of grant using the Black-Scholes option pricing model.

The weighted average estimated grant date fair value, as defined by SFAS 123,
for options granted to employees during fiscal 2000, 1999 and 1998 was $0.86,
$13.25 and $8.52 per share, respectively, under the Company's Stock Option
Plan and $3.92, $5.94 and $4.88, respectively, under the Company's Stock
Purchase Plan.  The fair value of the Company's stock-based awards was
estimated assuming the following weighted average assumptions:

------------------------------------------------------------------------------
                                                    2000     1999      1998
------------------------------------------------------------------------------
Expected life (in years)                            8          8         8
Expected volatility                                30.55%     35.2%     35.9%
Dividend yield                                      0.0%       0.0%      2.0%
Risk free interest rate                             6.25%      6.0%      4.7%

Had the Company recorded compensation based on the estimated grant date fair
value, as defined by SFAS 123, for awards granted under its stock-based
compensation plans, the Company's net (loss) income available to common
shareholders and net (loss) income per share would have been reduced to the
pro forma amounts below for the years ended November 30, 2000, 1999 and 1998:

                                      (in thousands except per share amounts)
------------------------------------------------------------------------------
                                               2000        1999      1998
------------------------------------------------------------------------------
Net (loss) income available to common
  shareholders as reported                   $(1,717)    $13,740     $26,625
Pro forma net (loss) income available to
  common shareholders                        $(2,587)    $13,324     $26,551
Net (loss) income per share as reported
  (Basic & diluted)                           $ (.71)   $  1.23     $  1.43
Pro forma net (loss) income per share
  (Basic & diluted)                           $(1.07)   $  1.20     $  1.43
------------------------------------------------------------------------------

The pro forma effect on net (loss) income available to common shareholders and
net (loss) income per common share for 2000, 1999 and 1998 is not
representative of the pro forma effect on net income available to common
shareholders in future years because it does not take into consideration pro
forma compensation expense related to grants made prior to fiscal 1996.





Note 8:Profit Sharing Plan
The Company has a profit sharing plan pursuant to Section 401(k) of the
Internal Revenue Code, whereby participants may contribute a percentage of
compensation, but not in excess of the maximum allowed under the Code.  The
plan provides for a matching contribution by the Company which amounted to
approximately $244,000, $221,000 and $195,000 in 2000, 1999, and 1998,
respectively.  In addition, the Company may make additional contributions at
the discretion of the Board of Directors.  The Board authorized additional
contributions of $888,000, $758,000, and $807,000 in 2000, 1999 and 1998,
respectively.

Note 9:Series A and Series B Preferred Stock
On June 30, 1999, the Company issued 1,060,000 shares of Series A convertible
preferred stock ("Series A") to Fremont Investors and certain employees of the
Company.  On November 30, 2000, the Company issued 3,500 shares of Series B
convertible preferred stock ("Series B", and together with the Series A, the
"Preferred Stock") to the Company's Chief Executive Officer.  Holders of the
Preferred Stock are entitled to receive cumulative quarterly dividends,
whether or not declared by the Board of Directors, in an amount equal to the
greater of:

          - dividends which would have been payable to the holders of Series A
            or Series B, as the case may be, in such quarter had they
            converted their Preferred stock into Juno common stock prior to
            the record date of dividends declared on the common stock in such
            quarter, or

          - the stated amount then in effect multiplied by 2%.

Through June 30, 2004, the dividends for the Series A will be payable by an
increase in the stated amount of such stock, and through November 30, 2005,
the dividends for the Series B will be payable by an increase in the stated
amount of such stock.  After June 30, 2004, the dividends on the Series A will
be paid in cash until redemption or conversion, and after November 30, 2005,
the dividends on the Series B will be paid in cash until redemption or
conversion.  The Preferred Stock is convertible into shares of the Company's
common stock at a rate of $26.25 per share.  Holders of Preferred Stock are
entitled to one vote for each whole share of common stock that would be
issuable to such holder upon the conversion of all the shares of the Preferred
Stock held by such holder on the record date for the determination of
stockholders entitled to vote. Additionally, holders of Preferred Stock have
preference to common stockholders in the event of liquidation, dissolution,
winding up or sale of the Company.

Note 10:Business Segments and Geographical Information
The Company operates in one product segment - the design, manufacture and
marketing of lighting fixtures.  The aggregation criteria for sales are based
on point of shipment while the aggregation criteria for assets
are based on their physical location.

Financial information by geographic area is as follows:

                                           (in thousands)
November 30,                        2000      1999        1998
----------------------------------------------------------------
Net Sales:
  United States
   (including Puerto Rico)      $162,803    $156,692    $151,603
  Canada                          11,185      10,766       9,338
----------------------------------------------------------------
     Total                      $173,988    $167,458    $160,941
================================================================

                                           (in thousands)
November 30,                       2000       1999        1998
----------------------------------------------------------------
Total Assets:
  United States                 $112,200    $125,099    $203,637
  Canada                           5,234       5,535       5,202
----------------------------------------------------------------
     Total                      $117,434    $130,634    $208,839
================================================================


Note 11:Commitments and Contingencies
Total minimum rentals under noncancelable operating leases for distribution
warehouse space and equipment at November 30, 2000 are as follows:

------------------------------------------------------------------------------
November 30,                                                   (in thousands)
------------------------------------------------------------------------------
2001                                                                   $1,130
2002                                                                      923
2003                                                                      643
2004                                                                      435
2005                                                                      364
------------------------------------------------------------------------------
Total                                                                  $3,495
==============================================================================

Total rent expense charged to operations amounted to approximately $994,000,
$991,000, and $874,000 for the years ended November 30, 2000, 1999 and 1998,
respectively.

In the ordinary course of business, there are various claims and lawsuits
brought by or against the Company.  In the opinion of management, the ultimate
outcome of these matters will not materially affect the Company's operations
or financial position.

Note 12:Guarantors' Financial Information
The Company has issued and registered $125 million of Series B Senior
Subordinated Notes at 11-7/8% (the "Senior Subordinated Notes") under the
Securities Act of 1933, as amended (the "Act").  Pursuant to the registration
and issuance of the Senior Subordinated Notes under the Act, the Company's
domestic subsidiaries, Juno Manufacturing, Inc., Indy Lighting, Inc. and
Advanced Fiberoptic Technologies, Inc., will provide full and unconditional
senior subordinated guarantees for the Senior Subordinated Notes on a joint
and several basis.

Following is consolidating condensed financial information pertaining to the
Company ("Parent") and its subsidiary guarantors and subsidiary
non-guarantors.
<TABLE>
<CAPTION>                               For the Year Ended November 30, 2000

                                         ------------------------------------
                                                      (in thousands)
                                     Guarantor     Non-Guarantor                  Total
                            Parent  Subsidiaries   Subsidiaries  Eliminations  Consolidated
                          --------  ------------  -------------  ------------  ------------
<S>                      <C>        <C>           <C>            <C>           <C>
Net sales                 $141,722      $141,571       $11,187     $(120,492)     $173,988
Cost of sales              108,719        88,033         8,797      (117,126)       88,423
                          --------  ------------  -------------  ------------  ------------
Gross profit                33,003        53,538         2,390        (3,366)       85,565
Selling, general and
  administrative            27,950        21,566         2,069           108        51,693
                          --------  ------------  -------------  ------------  ------------
Operating income             5,053        31,972           321        (3,474)       33,872
Other expense              (22,141)          (19)         (153)            -       (22,313)
                          --------  ------------  -------------  ------------  ------------
(Loss) income before taxes
  on (loss) income         (17,088)       31,953           168        (3,474)       11,559
Taxes on income             (6,365)       10,454            94            (5)        4,178
                          --------  ------------  -------------  ------------  ------------
Net (loss) income          (10,723)       21,499            74        (3,469)        7,381
Less: Preferred Dividends   (9,098)            -             -             -        (9,098)
                          --------  ------------  -------------  ------------  ------------
Net (loss) income available
  to common shareholders  $(19,821)     $ 21,499        $   74       $(3,469)      $(1,717)
                           ========  ============  =============  ============  ============
</TABLE>















<TABLE>
<CAPTION>                               For the Year Ended November 30, 1999
                                        ------------------------------------
                                                      (in thousands)
                                     Guarantor     Non-Guarantor                  Total
                            Parent  Subsidiaries   Subsidiaries  Eliminations  Consolidated
                          --------  ------------  -------------  ------------  ------------
<S>                       <C>       <C>           <C>           <C>           <C>
Net sales                 $134,113      $138,733        $10,768     $(116,156)     $167,458
Cost of sales              106,381        85,314          9,203      (116,966)       83,932
                          --------  ------------  -------------  ------------  ------------
Gross profit                27,732        53,419          1,565           810        83,526
Selling, general and
  administrative            25,542        21,378          2,012           110        49,042
                          --------  ------------  -------------  ------------  ------------
Operating income (loss)      2,190        32,041           (447)          700        34,484
Other (expense) income      (6,548)          327           (140)            -        (6,361)
                          --------  ------------  -------------  ------------  ------------
(Loss) income before
  taxes on income           (4,358)       32,368           (587)          700        28,123
Taxes on income             (1,245)       11,612           (259)           (7)       10,101
                          --------  ------------  -------------  ------------  ------------
Net (loss) income           (3,113)       20,756           (328)          707        18,022
Less: preferred dividends   (4,282)            -              -             -        (4,282)
                          --------  ------------  -------------  ------------  ------------
Net (loss) income
  available to common
  shareholders            $ (7,395)     $ 20,756        $  (328)     $    707     $  13,740
                          ========  ============  =============  ============  ============

</TABLE>



<TABLE>
<CAPTION>
                                       For the Year Ended November 30, 1998
                                        ------------------------------------
                                                      (in thousands)
                                     Guarantor     Non-Guarantor                  Total
                            Parent  Subsidiaries   Subsidiaries  Eliminations  Consolidated
                          --------  ------------  -------------  ------------  ------------
<S>                       <C>      <C>            <C>            <C>           <C>
Net sales                 $124,945      $102,924        $ 9,493      $(76,421)     $160,941
Cost of sales               77,837        63,029          7,563       (68,547)       79,882
                          --------  ------------  -------------  ------------  ------------
Gross profit                47,108        39,895          1,930        (7,874)       81,059
Selling, general and
  administrative            27,400        14,855          1,686           142        44,083
                          --------  ------------  -------------  ------------  ------------
Operating income            19,708        25,040            244        (8,016)       36,976
Other income(expense)        3,806           615           (144)            4         4,281
                          --------  ------------  -------------  ------------  ------------
Income before taxes
  on income                 23,514        25,655            100        (8,012)       41,257
Taxes on income              4,990         9,591             60            (9)       14,632
                          --------  ------------  -------------  ------------  ------------
Net income available
to common shareholders    $ 18,524      $ 16,064        $    40       $(8,003)     $ 26,625
                          ========  ============  =============  ============  ============


</TABLE>


















<TABLE>
<CAPTION>
                                                        November 30, 2000
                                                        -----------------
                                                          (in thousands)
                                         Guarantor    Non-Guarantor                   Total
                                Parent  Subsidiaries   Subsidiaries  Eliminations  Consolidated
                              --------  ------------  -------------  ------------  ------------
<S>                           <C>      <C>            <C>           <C>            <C>
Cash                          $  4,042    $    739        $    36      $       -      $  4,817
Accounts receivable, net        26,614      75,255          1,918        (77,260)       26,527
Inventories                     19,902      14,108          1,189        (10,991)       24,208
Other current assets             3,177         654             73              -         3,904
                              --------  ------------  -------------  ------------  ------------
    Total current assets        53,735      90,756          3,216        (88,251)       59,456
Property and equipment          10,507      54,762          2,565           (376)       67,458
Less accumulated depreciation    2,921      18,896            547           (273)       22,091
                              --------  ------------  -------------  ------------  ------------
    Net property and equipment   7,586      35,866          2,018           (103)       45,367
Other assets                    72,504          37              -        (59,930)       12,611
                              --------  ------------  -------------  ------------  ------------
Total assets                  $133,825    $126,659        $ 5,234      $(148,284)     $117,434
                              ========  ============  =============  ============  ============
Current liabilities           $ 89,436    $ 14,995        $ 2,192      $ (77,261)     $ 29,362
Other liabilities              184,764           -          2,148         (2,072)      184,840
                              --------  ------------  -------------  ------------  ------------
Total liabilities              274,200      14,995          4,340        (79,333)      214,202
Total stockholders'
 (deficit) equity             (140,375)    111,664            894        (68,951)      (96,768)
                              --------  ------------  -------------  ------------  ------------
Total liabilities and
  stockholders' (deficit)
  equity                      $133,825    $126,659        $ 5,234      $(148,284)    $ 117,434
                              ========  ============  =============  ============  ============

</TABLE>
<TABLE>
<CAPTION>
                                                        November 30, 1999
                                                        -----------------
                                                          (in thousands)
                                         Guarantor    Non-Guarantor                   Total
                                Parent  Subsidiaries   Subsidiaries  Eliminations  Consolidated
                              --------  ------------  -------------  ------------  ------------
<S>                           <C>      <C>            <C>            <C>          <C>
Cash                          $  5,748    $    2,827      $      27   $        30    $    8,632
Accounts receivable, net        26,206        50,536          1,721       (51,664)       26,799
Inventories                     18,879        16,458          1,507        (7,527)       29,317
Other current assets             3,390           480             79           193         4,142
                              --------  ------------  -------------  ------------  ------------
    Total current assets        54,223        70,301          3,334       (58,968)       68,890
Property and equipment          10,393        54,490          2,656          (377)       67,162
Less accumulated depreciation   (2,330)      (16,871)          (429)          270       (19,360)
                              --------  ------------  -------------  ------------  ------------
    Net property and equipment   8,063        37,619          2,227          (107)       47,802
Other assets                    73,819            76              1       (59,954)       13,942
                              --------  ------------  -------------  ------------  ------------
Total assets                  $136,105      $107,996       $  5,562    $ (119,029)  $   130,634
                              ========  ============  =============  ============  ============
Current liabilities           $ 63,435      $ 11,816       $  2,359    $  (51,442)  $    26,168
Other liabilities              208,542             -          2,177       ( 2,096)      208,623
                              --------  ------------  -------------  ------------  ------------
Total liabilities              271,977        11,816          4,536       (53,538)      234,791
Total stockholders' (deficit)
  equity                      (135,872)       96,180          1,026       (65,491)     (104,157)
                              --------  ------------  -------------  ------------  ------------
Total liabilities and
  stockholders' (deficit)
  equity                      $136,105      $107,996       $  5,562    $ (119,029)  $   130,634
                              ========  ============  =============  ============  ============

</TABLE>











<TABLE>
<CAPTION>
                                           For the Year Ended November 30, 2000
                                            ------------------------------------
                                                         (in thousands)
                                         Guarantor    Non-Guarantor                   Total
                               Parent   Subsidiaries   Subsidiaries  Eliminations  Consolidated
                              --------  ------------  -------------  ------------  ------------
<S>                          <C>          <C>           <C>           <C>            <C>
Net cash provided by
  operating activities        $ 24,040    $ (1,764)       $    58      $   (59)       $22,275
                             ---------  ------------  -------------  ------------  ------------
Cash flows provided by (used in)
   investing activities:
  Capital expenditures          (2,123)       (325)           (20)           -         (2,468)
                             ---------  ------------  -------------  ------------  ------------
Net cash used in
   investing activities         (2,123)       (325)           (20)           -         (2,468)
                             ---------  ------------  -------------  ------------  ------------
Cash flows used in
   financing activities:
  Proceeds from bank debt        4,250                                                  4,250
  Principal payments of
   bank debt                    (4,250)                                                (4,250)
  Principal payments on
   long term debt              (23,620)                       (29)          29        (23,620)
  Other financing activities        (2)                                                    (2)
                             ---------  ------------  -------------  ------------  ------------
Net cash used in financing
   activities                  (23,622)           -           (29)          29        (23,622)
                             ---------  ------------  -------------  ------------  ------------
Net increase (decrease) in cash (1,705)      (2,089)            9          (30)        (3,815)
Cash at beginning of year        5,748        2,828            26           30          8,632
                             ---------  ------------  -------------  ------------  ------------
Cash at end of year           $  4,043    $     739       $    35       $    -        $ 4,817
                             =========  ============  =============  ============  ============
</TABLE>
<TABLE>
<CAPTION>
                                            For the Year Ended November 30, 1999
                                            ------------------------------------
                                                         (in thousands)
                                         Guarantor    Non-Guarantor                   Total
                               Parent   Subsidiaries   Subsidiaries  Eliminations  Consolidated
                              --------  ------------  -------------  ------------  ------------
<S>                          <C>          <C>          <C>             <C>          <C>
Net cash provided by
  operating activities        $ 15,269      $  7,205      $    (264)     $    (25)    $  22,185
                             ---------  ------------  -------------  ------------  ------------
Cash flows provided by (used in)
   investing activities:
  Capital expenditures            (165)       (5,335)           (33)            -        (5,533)
  Purchases of marketable
   securities                  (63,966)                                                 (63,966)
  Sales of marketable
   securities                  151,346                                                  151,346
                             ---------  ------------  -------------  ------------  ------------
Net cash provided by
   (used in) investing
   activities                   87,215        (5,335)           (33)            -        81,847
                             ---------  ------------  -------------  ------------  ------------
Cash flows provided by (used in)
   financing activities:
  Principal payments on
   long-term debt              (12,264)                                                 (12,264)
  Dividends paid                (3,720)                                                  (3,720)
  Proceeds from issuance of
   preferred stock             106,000                                                  106,000
  Proceeds from subordinated
   debt                        124,103                                                  124,103
  Proceeds from bank debt       94,900                                                   94,900
  Common stock retired        (415,948)                                                (415,948)
  Other financing activities     1,031                          (26)           26         1,031
                             ---------  ------------  -------------  ------------  ------------
Net cash used in financing
   activities                 (105,898)            -            (26)           26      (105,898)
                             ---------  ------------  -------------  ------------  ------------
Net increase (decrease)
   in cash                      (3,414)        1,870           (323)            1        (1,866)
Cash at beginning of year        9,162           958            349            29        10,498
                             ---------  ------------  -------------  ------------  ------------
Cash at end of year           $  5,748    $    2,828     $       26     $      30    $    8,632
                             =========  ============  =============  ============  ============

</TABLE>
<TABLE>
<CAPTION>


                                            For the Year Ended November 30, 1998
                                            ------------------------------------
                                                         (in thousands)
                                         Guarantor      Non-Guarantor                  Total
                               Parent   Subsidiaries(1) Subsidiaries  Eliminations Consolidated
                              --------  ------------    ------------- ------------ ------------
<S>                          <C>        <C>            <C>            <C>          <C>
Net cash provided by
  operating activities        $ 20,301      $  2,068         $    207       $ (  9)   $  22,567
                             ---------  ------------    ------------- ------------ ------------
Cash flows provided by (used in)
   investing activities
  Capital expenditures       (   2,533)    (   2,760)               -            -     (  5,293)
  Proceeds from sale of assets   4,605             -                -            -        4,605
  Capital contributions              -           100               10         (110)           -
  Purchases of marketable
   securities                 ( 47,089)            -                -            -     ( 47,089)
  Sales of marketable
   securities                   35,140             -                -            -       35,140
                             ---------  ------------    ------------- ------------ ------------
Net cash used in
   investing activities       (  9,877)    (   2,660)              10         (110)    ( 12,637)
                             ---------  ------------    ------------- ------------ ------------
Cash flows used in
   financing activities:
  Dividends paid             (   6,686)            -               -            -      (  6,686)
  Other financing activities       448             -         (     24)          24          448
                             ---------  ------------    ------------- ------------ ------------
Net cash used in financing
   activities                (   6,238)            -        (      24)          24     (  6,238)
                             ---------  ------------    ------------- ------------ ------------
Net increase (decrease)
   in cash                       4,186     (     592)             193         ( 95)       3,692
Cash at beginning of year        4,880         1,646              157          123        6,806
                             ---------  ------------    ------------- ------------ ------------
Cash at end of year           $  9,066      $  1,054         $    350      $    28     $ 10,498
                             =========  ============    ============= ============ ============
------------------------
</TABLE>
(1) In June 1998, the Company capitalized its guarantor subsidiary, Juno
    Manufacturing, Inc., with a non-cash transfer of $49,415 of net assets
    principally consisting of property and equipment and inventory.

Note 13:Selected Quarterly Financial Data (Unaudited)
A summary of selected quarterly information for 2000 and 1999 is as follows:
                                      (in thousands except per share amounts)
------------------------------------------------------------------------------
2000 Quarter Ended      Feb. 29    May  31     Aug. 31     Nov. 30     Total*
------------------------------------------------------------------------------
Net Sales               $39,465   $46,222      $44,611    $43,690  $173,988
Gross Profit             19,218    22,957       21,896     21,493    85,565
Net (Loss) Income
  Available to Common
  Shareholders           (1,427)      784         (401)      (673)   (1,717)
------------------------------------------------------------------------------
Net (Loss) Income Per
 Common Share
 (Basic and Diluted)    $  (.59)  $   .33     $   (.16)   $  (.28) $   (.71)
==============================================================================
                                      (in thousands except per share amounts)
------------------------------------------------------------------------------
1999 Quarter Ended      Feb. 28    May  31     Aug. 31     Nov. 30     Total*
------------------------------------------------------------------------------
Net Sales               $37,277    $45,504     $42,979     $41,697  $167,458
Gross Profit             18,723     22,027      21,433      21,344    83,526
Net Income (Loss)
  Available to Common
  Shareholders            6,009      7,306         513        ( 88)   13,740
------------------------------------------------------------------------------
Net Income (Loss) Per
 Common Share
 (Basic and Diluted)    $   .32    $   .39     $   .08     $  (.04) $   1.23**
==============================================================================
*Due to rounding differences, the totals for the fiscal years ended November
30, 2000 and 1999 may not equal the sum of the respective items for the four
quarters then ended.

**The total for the fiscal year ended November 30, 1999 does not equal the sum
of the quarterly items due to the change in the average number of shares
outstanding in connection with the merger and recapitalization of the Company.

ITEM 9.  CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND
-------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------
  None.

                                   PART III
                                   --------

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------
  Information with respect to the directors of the Company will be set forth
in the Proxy Statement and is incorporated herein by this reference.

  Information regarding the Executive Officers of the Company is set forth in
Part I of this Form 10-K on pages 8 and 9.


ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------
  The information required by this Item will be set forth in the Proxy
Statement and is incorporated herein by this reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------
  The information required by this Item will be set forth in the Proxy
Statement and is incorporated herein by this reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
  Mr. Jaunich is Chairman of the Board and a director of Juno Lighting.  He is
also President and Chief Executive Officer of Fremont Investors, a Managing
Director of Fremont Partners, a member of FP Advisors, L.L.C. ("FP Advisors")
and a Managing Director and a member of the Fremont Group.  Mr. Williamson is
a director of Juno Lighting, and is also Vice President and Treasurer of
Fremont Investors, a Managing Director of Fremont Partners and a member of FP
Advisors.  As a result of the Merger, Fremont Investors obtained control of
the Company in June 1999.

  Mr. Froy is a partner of the law firm of Sonnenschein Nath & Rosenthal,
which provided legal services to the Company in fiscal 2000.

  The Company and Fremont Partners L.L.C. entered into a management services
agreement at the effective time of the Merger, pursuant to which agreement
Fremont Partners L.L.C. renders certain management services in connection with
the Company's business operations, including strategic planning, finance, tax
and accounting services.  Juno pays Fremont Partners L.L.C. an annual
management fee of $325,000 to render such services.























                                 PART IV
                                 -------

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
--------------------------------------------------------------
          ON FORM 8-K
          -----------

  14(a)(1). Financial Statements - Appear as part of Item 8 of this Form 10-K.
            --------------------

            Supplementary Data
            ------------------
            The supplementary data required by Item 302 of Regulation S-K is
            contained on page 32 of this Annual Report on Form 10-K.

            Report of Independent Accountants
            ---------------------------------
            The Report of the Company's Independent Accountants,
            PricewaterhouseCoopers LLP, dated January 10, 2001, on the
            consolidated financial statements as of and for the fiscal years
            ended November 30, 2000, November 30, 1999, and November 30,
            1998, is filed as a part of this Annual Report on Form 10-K on
            page 15.

  14(a)(2). Financial Statement Schedule:
            -----------------------------
            The following financial statement schedule is submitted in
            response to this Item 14(a)2 on page 39 of this Annual Report on
            Form 10-K.

            Schedule II - Valuation and Qualifying Accounts and Reserves.

            Report of Independent Accountants Relating to Schedule.
            -------------------------------------------------------
            The Report of the Company's Independent Accountants,
            PricewaterhouseCoopers LLP, on the financial statement schedule,
            insofar as the information therein relates to November 30, 2000
            and November 30, 1999 and the fiscal years then ended, is filed as
            a part of this Annual Report on Form 10-K on page 35.

            Schedules other than those noted above have been omitted because
            they are either inapplicable or the information is contained
            elsewhere in the Annual Report.

































                     Report of Independent Accountants on
                     ------------------------------------
                         Financial Statement Schedule
                         ----------------------------




To the Board of Directors
 of Juno Lighting, Inc.



Our audits of the consolidated financial statements of Juno Lighting, Inc.
referred to in our report dated January 10, 2001, appearing on page 15 of this
2000 Annual Report on Form 10-K, also included an audit of the Financial
Statement Schedule listed in Item 14(a)(2).  In our opinion, the Financial
Statement Schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.





PricewaterhouseCoopers LLP
Chicago, Illinois
January 10, 2001





































14(a)(3).  Exhibits
           --------
           (i)  The following exhibits are filed herewith:

                 3.1   Certificate of Designation of Series B Convertible
                       Preferred Stock of Juno Lighting, Inc.

                11.1   Computations of Net Income Per Common Share.

                21.1   Subsidiaries of the Registrant.

                23.1   Consent of PricewaterhouseCoopers LLP.

           (ii) The following exhibits are incorporated herein by reference or
                have been previously reported:

                 2.1    Agreement and Plan of Recapitalization and Merger
                        dated as of March 26, 1999 among Fremont Investors I,
                        LLC, Jupiter Acquisition Corp., and Juno Lighting,
                        Inc., filed as Exhibit 2 to the Company's Current
                        Report on Form 8-K (SEC File No. 0-11631) filed with
                        the Securities and Exchange Commission on March 29,
                        1999.

                 2.2    Purchase Agreement dated June 24, 1999 by and among
                        Juno Lighting, Inc., Juno Manufacturing, Inc., Indy
                        Lighting, Inc., Advanced Fiberoptic Technologies,
                        Inc., Banc of America Securities LLC and Credit Suisse
                        First Boston Corporation, filed as Exhibit 1.1 to the
                        Company's Registration Statement on Form S-4 (SEC File
                        No. 0-11631) filed with the Securities and Exchange
                        Commission on August 27, 1999.

                 3.1    Amended and Restated Certificate of Incorporation, as
                        amended, of Juno Lighting, Inc. filed as Exhibit 3.1
                        to the Company's Registration Statement on Form S-4
                        (SEC File No. 0-11631) filed with the Securities and
                        Exchange Commission on August 27,1999.

                 3.2    By-Laws of Juno Lighting, Inc., as amended, filed as
                        Exhibit 3.2 to the Company's Annual Report on Form
                        10-K (SEC File No. 0-11631) for the fiscal year ended
                        November 30, 1987.

                 3.2(a) Amendment to By-Laws of Juno Lighting, Inc. filed as
                        Exhibit 3.1 to the Company's quarterly report on
                        Form 10-Q (SEC File No. 0-11631) for the quarter ended
                        May 31, 1991.

              4.1    Indenture, dated as of June 30, 1999, by and among
                        Juno Lighting, Inc., Juno Manufacturing, Inc., Indy
                        Lighting, Inc., Advanced Fiberoptic Technologies, Inc.
                        and Firstar Bank of Minnesota, N.A., as Trustee for
                        the 11 7/8% Senior Subordinated Notes due 2009, filed
                        as Exhibit 4.1 to the Company's Registration Statement
                        on Form S-4 (SEC File No. 0-11631) filed with the
                        Securities and Exchange Commission on August 27, 1999.

                 4.2    Registration Rights Agreement, dated as of June 30,
                        1999, by and among Juno Lighting, Inc., Juno
                        Manufacturing, Inc., Indy Lighting, Inc., Advanced
                        Fiberoptic Technologies, Inc., Banc of America
                        Securities LLC and Credit Suisse First Boston
                        Corporation, filed as Exhibit 4.2 to the Company's
                        Registration Statement on Form S-4 (SEC File No.
                        0-11631) filed with the Securities and Exchange
                        Commission on August 27, 1999.

                10.1    Juno Lighting, Inc. 1993 Stock Option Plan, as
                        amended, filed as Exhibit 10.1 to the Company's
                        quarterly report on Form 10-Q (SEC File No. 0-11631)
                        for the quarter ended May 31, 1994.
                10.2    Juno Lighting, Inc. 401(k) Plan, Amended and Restated
                        Effective December 1, 1999, executed June 30, 2000,
                        filed as Exhibit 10.1 to the Company's quarterly
                        report on Form 10-Q (SEC File No. 0-11631) for the
                        quarter ended May 31, 2000.

                10.2(a) Juno Lighting , Inc. 401(k) Trust Agreement, effective
                        July 1, 2000, executed June 28, 2000, filed as Exhibit
                        10.1(a) to the Company's quarterly report on Form 10-Q
                        (SEC File No. 0-11631) for the quarter ended May 31,
                         2000.

                10.2(b) Amendment to the 401(k) Trust Agreement with Juno
                        Lighting, Inc. effective July 1, 2000, executed
                        June 29, 2000, filed as Exhibit 10.1(b) to the
                        Company's quarterly report on Form 10-Q (SEC File No.
                        0-11631) for the quarter ended May 31, 2000.

                10.2(c) Juno Lighting, Inc. 401(K) Plan, Amended and Restated
                        effective December 1, 1987, executed June 1, 1994.

                10.2(d) Juno Lighting, Inc. 401(K) Trust, effective December
                        1, 1985, executed June 1, 1994.

                10.2(e) Amendment to Juno Lighting, Inc. 401(K) Plan,
                        effective September 1, 1994, executed September 12,
                        1994.

                10.3    Form of Change of Control Benefits Agreement, filed as
                        Exhibit 10.8 to the Company's Annual Report on Form
                        10-K/A (File No. 0-11631) for the fiscal year ended
                        November 30, 1998.

                10.4    Management Services Agreement, dated as of June 30,
                        1999, by and between Juno Lighting, Inc. and Fremont
                        Partners, L.L.C., filed as Exhibit 10.9 to the
                        Company's Registration Statement on Form S-4 (SEC File
                        No. 0-11631) filed with the Securities and Exchange
                        Commission on August 27, 1999.

                10.5    Credit Agreement, dated as of June 29, 1999, by and
                        among Juno Lighting, Inc. and Bank of America, N.A.,
                        Credit Suisse First Boston Corporation and certain
                        other lenders party thereto, filed as Exhibit 10.10 to
                        the Company's Registration Statement on Form S-4 (SEC
                        File No. 0-11631) filed with the Securities and
                        Exchange Commission on August 27, 1999.

                10.5(a) First Amendment to Credit Agreement, dated as of June
                        30, 2000 among Juno Lighting, Inc., Bank of America,
                        N.A., Credit Suisse First Boston and certain other
                        Lenders thereto filed as Exhibit 10.2 to the Company's
                        Quarterly report on Form 10-Q (SEC File No. 0-11631)
                        For the quarter ended May 31, 2000.

                10.6    1999 Stock Award and Incentive Plan, filed as Annex D
                        to the proxy statement/prospectus that formed a part
                        of the Registration Statement on Form S-4 (SEC File
                        No. 0-11631) filed with the Securities and Exchange
                        Commission on May 28, 1999.

                16.1    The information has been previously reported in a
                        Form 8 dated May 21, 1992 filed by the Company with
                        the Securities and Exchange Commission on May 22, 1992
                        (SEC File No. 0-11631).

14(b)     Reports on Form 8-K
          -------------------
          No reports on Form 8-K for the three months ended November 30, 2000
          were filed by the Company with the Securities and Exchange
          Commission.




                                  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 on February 26,
2001.

                             JUNO LIGHTING, INC.


                             By:  /s/T. Tracy Bilbrough
                                  ---------------------
                                  T. Tracy Bilbrough
                                  Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934 this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

     Signatures                 Title                       Date
     ----------                 -----                       ----

/s/T. Tracy Bilbrough           Director, Chief             February 26, 2001
---------------------           Executive Officer
T. Tracy Bilbrough


/s/Glenn R. Bordfeld            Director, Executive Vice    February 26, 2001
--------------------            President, Chief Operating
Glenn R. Bordfeld               Officer


/s/George J. Bilek              Vice President, Finance     February 26, 2001
------------------              and Treasurer (Principal
George J. Bilek                 Financial and Accounting
                                Officer)

/s/Robert Jaunich, II           Director, Chairman of       February 26, 2001
---------------------           The Board
Robert Jaunich, II


/s/Mark N. Williamson           Director                    February 26, 2001
---------------------
Mark N. Williamson


/s/Daniel DalleMolle            Director                    February 26, 2001
---------------------
Daniel DalleMolle


/s/Michael M. Froy              Director                    February 26, 2001
------------------
Michael M. Froy

<TABLE>
<CAPTION>

                                    JUNO LIGHTING, INC. AND SUBSIDIARIES

                               SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                               (in thousands)
                               ===============================================


Column A                                  Column B      Column C      Column D      Column E      Column F
--------                                  --------      --------      --------      --------      --------
                                                                                    Other
                                          Balance       Charged                     charges
                                             at         to costs      Deductions    add (deduct)  Balance
                                          beginning       and          describe     describe      at end
Description                               of period     expenses          (a)         (b)         of period
-----------                               ---------     --------      ----------    -----------   ---------
Deducted from assets to which they
     apply:
<S>                                     <C>             <C>           <C>           <C>           <C>

  Allowance for doubtful accounts:
     Year ended November 30, 2000         $1,382          $(38)          $191          $(2)        $1,151
     Year ended November 30, 1999          1,205           263             88            2          1,382
     Year ended November 30, 1998            907           812            510           (4)         1,205

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

NOTE:

  (a)  Write off of bad debts, less recoveries.
  (b)  Foreign currency translation.
</TABLE>











                                                                EXHIBIT INDEX

Exhibit
Number                                                                   Page
-------                                                                  ----

The following exhibits are filed herewith:

   3.1    Certificate of Designation of Series B Convertible          42-49
          Preferred Stock of Juno Lighting, Inc.                         ----

  11.1    Computations of Net Income Per Common Share.                    50
                                                                         ----
  21.1    Subsidiaries of the Registrant.                                 51
                                                                         ----
  23.1    Consent of PricewaterhouseCoopers LLP.                          52
                                                                         ----

The following exhibits are incorporated herein by reference:

   2.1    Agreement and Plan of Recapitalization and Merger dated        ----
          as of March 26, 1999 among Fremont Investors I, LLC,
          Jupiter Acquisition Corp., and Juno Lighting, Inc.,
          filed as Exhibit 2 to the Company's Current Report on
          Form 8-K (SEC File No. 0-11631) filed with the Securities
          and Exchange Commission on March 29, 1999.

   2.2    Purchase Agreement dated June 24, 1999 by and among Juno       ----
          Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting,
          Inc., Advanced Fiberoptic Technologies, Inc., Banc of
          America Securities LLC and Credit Suisse First Boston
          Corporation, filed as Exhibit 1.1 to the Company's
          Registration Statement on Form S-4 (SEC File No. 0-11631)
          filed with the Securities and Exchange Commission on
          August 27, 1999.

   3.1    Amended and Restated Certificate of Incorporation,             ----
          as amended, of Juno Lighting, Inc. filed as Exhibit 3.1
          to the Company's Registration Statement on Form S-4 (SEC
          File No. 0-11631) filed with the Securities and Exchange
          Commission on August 27, 1999.

   3.2    By-Laws of Juno Lighting, Inc., as amended, filed as           ----
          Exhibit 3.2 to the Company's Annual Report on Form
          10-K (SEC File No. 0-11631) for the fiscal year ended
          November 30, 1987.

   3.2(a) Amendment to By-Laws of Juno Lighting, Inc. filed as           ----
          Exhibit 3.1 to the Company's quarterly report on
          Form 10-Q (SEC File No. 0-11631) for the quarter ended
          May 31, 1991.

   4.1    Indenture, dated as of June 30, 1999, by and among Juno        ----
          Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting,
          Inc., Advanced Fiberoptic Technologies, Inc. and Firstar
          Bank of Minnesota, N.A., as Trustee for the 11 7/8% Senior
          Subordinated Notes due 2009, filed as Exhibit 4.1 to the
          Company's Registration Statement on Form S-4 (SEC File No.
          0-11631) filed with the Securities and Exchange Commission
          on August 27, 1999.

   4.2    Registration Rights Agreement, dated as of June 30, 1999,      ----
          by and among Juno Lighting, Inc., Juno Manufacturing, Inc.,
          Indy Lighting, Inc., Advanced Fiberoptic Technologies,
          Inc., Banc of America Securities LLC and Credit Suisse
          First Boston Corporation, filed as Exhibit 4.2 to the
          Company's Registration Statement on Form S-4 (SEC File
          No. 0-11631) filed with the Securities and Exchange
          Commission on August 27, 1999.

  10.1    Juno Lighting, Inc. 1993 Stock Option Plan, as amended,        ----
          filed as Exhibit 10.1 to the Company's quarterly report
          on Form 10-Q (SEC File No. 0-11631) for the quarter ended
          May 31, 1994.

  10.2    Juno Lighting , Inc. 401(k) Trust Agreement, effective         ----
          July 1, 2000, executed June 28, 2000, filed as Exhibit
          10.1(a)to the company's quarterly report on Form 10-Q (SEC
          File No.0-11631) for the quarter ended May 31, 2000.

  10.2(a) Amendment to the 401(k) Trust Agreement with Juno              ----
          Lighting, Inc. effective July 1, 2000, executed
          June 29, 2000, filed as Exhibit 10.1(b) to the
          Company's quarterly report on Form 10-Q (SEC File No.
          0-11631) for the quarter ended May 31, 2000.

  10.2(b) Juno Lighting, Inc. 401(K) Plan, Amended and Restated          ----
          effective December 1, 1987, executed June 1, 1994.

  10.2(c) Juno Lighting, Inc. 401(K) Plan, Amended and Restated          ----
          effective December 1, 1987, executed June 1, 1994.

  10.2(d) Juno Lighting, Inc. 401(K) Trust, effective December 1,        ----
          1985, executed June 1, 1994.

  10.2(e) Amendment to Juno Lighting, Inc. 401(K) Plan, effective        ----
          September 1, 1994, executed September 12, 1994.

  10.3    Form of Change of Control Benefits Agreement, filed as         ----
          Exhibit 10.8 to the Company's Annual Report on Form
          10-K/A (File No. 0-11631) for the fiscal year ended
          November 30, 1998.

  10.4    Management Services Agreement, dated as of June 30,            ----
          1999, by and between Juno Lighting, Inc. and Fremont
          Partners, L.L.C., filed as Exhibit 10.9 to the Company's
          Registration Statement on Form S-4 (SEC File No.
          0-11631) filed with the Securities and Exchange
          Commission on August 27, 1999.

  10.5    Credit Agreement, dated as of June 29, 1999, by and            ----
          among Juno Lighting, Inc. and Bank of America, N.A., Credit
          Suisse First Boston Corporation and certain other
          lenders party thereto, filed as Exhibit 10.10 to the
          Company's Registration Statement on Form S-4 (SEC File
          No. 0-11631) filed with the Securities and Exchange
          Commission on August 27, 1999.

  10.5(a) First Amendment to Credit Agreement, dated as of June          ----
          30, 2000 among Juno Lighting, Inc., Bank of America,
          N.A., Credit Suisse First Boston and certain other
          lenders thereto filed as Exhibit 10.2 to the Company's
          quarterly report on Form 10-Q (SEC File No. 0-11631)
          for the quarter ended May 31, 2000.

  10.6    1999 Stock Award and Incentive Plan, filed as Annex D          ----
          to the proxy statement/prospectus that formed a part
          of the Registration Statement on Form S-4 (SEC File No.
          0-11631) filed with the Securities and Exchange
          Commission on May 28, 1999.

  16.1    The information has been previously reported in a              ----
          Form 8 dated May 21, 1992 filed by the Company with
          the Securities and Exchange Commission on May 22, 1992
          (SEC File No. 0-11631).










                                                                   Exhibit 3.1


                        CERTIFICATE OF DESIGNATION OF
                      SERIES B CONVERTIBLE PREFERRED STOCK
                           OF JUNO LIGHTING, INC.


          The undersigned, T. Tracy Bilbrough and Joel W. Chemers, hereby
certify that:

          I.          They are the duly elected and acting President and
Secretary, respectively, of Juno Lighting, Inc., a Delaware corporation (the
"Company").

          II.          The Amended and Restated Certificate of Incorporation
of the Company authorizes Five Million (5,000,000) shares of preferred stock,
par value $.001 per share.  One Million Sixty Thousand (1,060,000) shares of
preferred stock are currently designated as Series A Convertible Preferred
Stock, all of which are issued and outstanding.

          III.          The following is a true and correct copy of
resolutions duly adopted by the Board of Directors of the Company (the
"Board") by unanimous written consent dated as of November 9, 2000, which
constituted all requisite actions on the part of the Company.

                                RESOLUTIONS

          WHEREAS, the Board of Directors is authorized to provide for the
issuance of the shares of preferred stock in series, and by filing a
certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, and to fix the designations, relative rights, qualifications,
limitations or restrictions of the shares of each such series.

          WHEREAS, the Board of Directors desires, pursuant to its authority
as aforesaid, to designate a new series of preferred stock, set the number of
shares constituting such series and fix the rights, preferences, privileges
and restrictions of such series.

          NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
designates a new series of preferred stock and the number of shares
constituting such series and fixes the rights, preferences, privileges and
restrictions relating to such series as follows:

          1.   Designation, Amount and Par Value.  The series of preferred
stock shall be designated as the Series B Convertible Preferred Stock (the
"Series B Preferred"), and the number of shares so designated shall be 3,500
(which shall not be subject to increase without the consent of the holders of
a majority of the then outstanding Series A Preferred hereof).

          2.   Dividends.

               (a)     The holders of shares of Series B Preferred shall be
entitled to receive, whether or not declared by the Board of Directors, pari
passu with the holders of shares of the Series A Convertible Preferred Stock
of the Corporation (the "Series A Preferred") cumulative quarterly dividends
equal to the greater of: (i) dividends which would have been payable to such
holders of shares of Series B Preferred in such quarter had such holders
converted such shares of Series B Preferred into Common Stock immediately
prior to the record date of any dividend declared on the Common Stock in such
quarter, or (ii) 2% of the Stated Amount (as defined below) per share.
Dividends payable in respect of outstanding shares of Series B Preferred shall
begin to accrue and compound quarterly (by virtue of the increase to the
Stated Amount per share in accordance with Section 2(b) hereof) on the last
day of each of November, February, May and August in each year (each such date
being a "Quarterly Dividend Accrual Date") commencing in respect of each
outstanding share of Series B Preferred on the first Quarterly Dividend
Accrual Date occurring on or after the date that the first share of Series B
Preferred is issued (the "Original Issuance Date"), and continuing up to and
including the last Quarterly Dividend Accrual Date occurring on or prior to
the fifth anniversary of the original Issuance Date (the "Final Quarterly

                                                                   Exhibit 3.1


Dividend Accrual Date").  For purposes hereof, the Stated Amount shall mean
$100 per share, as adjusted pursuant to Section 2(b).

               (b)     The dividend set forth in Section 2(a) hereof shall be
not be payable in cash, but shall be payable by an increase, effective on each
Quarterly Dividend Accrual Date, in the Stated Amount Per Share equal to all
dividends which have accumulated on each outstanding share of Series B
Preferred during the quarterly period ending on the Quarterly Dividend Accrual
Date (or for such shorter period beginning on the date of issuance in the case
of the initial Quarterly Dividend Accrual Date).

               (c)     With respect to periods after the Final Quarterly
Dividend Accrual Date, the holders of shares of Series B Preferred shall be
entitled to receive, on the last day of such fiscal quarter and each fiscal
quarter thereafter (each such date, a "Cash Dividend Payment Date") out of
funds legally available for such purpose, pari passu with the Series A
Preferred, cash dividends in an amount equal to the greater of: (i) dividends
which would have been payable to such holders of shares of Series B Preferred
in such quarter had such holders converted such shares of Series B Preferred
into Common Stock immediately prior to the record date of any dividend
declared on the Common Stock in such quarter, or (ii) 2% of the Stated Amount
then in effect. Such dividends shall be cumulative and shall accrue from and
after each Cash Dividend Payment Date whether or not declared by the Board of
Directors and whether or not there are any funds of the Corporation legally
available for the payment of dividends. Accrued but unpaid dividends shall not
bear interest.

               (d)     The Board of Directors of the Corporation may fix a
record date for the determination of holders of Series B Preferred entitled to
receive payment of a dividend thereon pursuant to Section 2(a) or Section 2(c)
hereof, which record date shall be no more than sixty (60) days prior to the
date fixed for the payment thereof.  All cash payments shall be made in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

               (e)     As long as any shares of Series B Preferred shall
remain outstanding, in no event shall any dividend be declared or paid upon,
nor shall any distribution be made upon, any capital stock of the Corporation
other than the Series A Preferred and the Series B Preferred ("Junior Capital
Stock"), including the Common Stock, other than a dividend or distribution
payable solely in shares of Common Stock, nor shall any Junior Capital Stock
be purchased or redeemed by the Corporation, nor shall any monies be paid to
or made available for a sinking fund for the purchase or redemption of shares
of any Junior Capital Stock, unless, in each such case, (i) full cumulative
dividends payable pursuant to Section 2(c) hereof on the outstanding shares of
Series B Preferred have been declared and paid and (ii) any arrears or
defaults in any redemption of shares of Series B Preferred shall have been
cured.

      3.     Redemption.

            (a)     Subject to the provisions of any credit agreement, loan
agreement or indenture entered into by the Corporation, the Corporation may,
at any time after the eighth anniversary of the original Issuance Date,
redeem, out of funds legally available therefor, all, but not less than all,
outstanding shares of Series B Preferred Stock by paying for each share of
Series B Preferred an amount in cash equal to the Stated Amount then in effect
plus the amount of any accumulated but unpaid cash dividends as of the
Redemption Date (as defined below).

            (b)     Notice of any redemption of shares of Series B Preferred
pursuant to Section 3(a) (the "Redemption Notice") shall be mailed not less
than 60 days prior to the date fixed for redemption to each holder of shares
of Series B Preferred to be redeemed, at such holder's address as it appears
on the transfer books of the Corporation, notifying each such holder of the
redemption to be effected and specifying the redemption date (the "Redemption
Date"), redemption price (the "Redemption Price"), the place at which payment
may be obtained and requesting each such holder to surrender to the
Corporation, in the manner and at the place designated, his certificate or
certificates representing the shares of Series B Preferred to be redeemed. On

                                                                   Exhibit 3.1


or after the Redemption Date, each holder of Series B Preferred who has not
previously elected to convert its shares of Series B Preferred into Common
Stock pursuant to Section 5 hereof shall surrender to the Corporation the
certificate or certificates representing such shares, in the manner and at the
place designated in the Redemption Notice, and thereupon the Redemption Price
of such shares shall be payable to the order of the person whose name appears
on such certificate or certificates as the owner thereof and each surrendered
certificate shall be cancelled.  In order to facilitate the redemption of
shares of Series B Preferred, the Board may fix a record date for the
determination of the holders of shares of Series B Preferred to be redeemed,
not more than 60 days or less than 10 days prior to the date fixed for such
redemption.

            (c)     From and after any Redemption Date, unless there shall
have been a default in payment of the Redemption Price, all rights of the
holders of shares of Series B Preferred shall cease with respect to such
shares, and such shares shall not thereafter be transferred on the books of
the Corporation or be deemed to be outstanding for any purpose whatsoever.

            (d)     On or prior to any Redemption Date, the Corporation shall
deposit the aggregate Redemption Price of all shares of Series B Preferred
with a bank or trust corporation having aggregate capital and surplus in
excess of $100,000,000 as a trust fund for the benefit of the respective
holders of the shares of Series B Preferred not yet redeemed, with irrevocable
instructions and authority to the bank or trust corporation to pay the
Redemption Price for such shares to their respective holders on or after the
Redemption Date upon receipt of notification from the Corporation that such
holder has surrendered his share certificate to the Corporation pursuant to
Section 3(b) above.  As of the Redemption Date, the deposit shall constitute
full payment of the shares to their holders, and from and after the Redemption
Date the shares so called for redemption shall be redeemed and deemed to be no
longer outstanding, and the holders thereof shall cease to be stockholders
with respect to such shares and shall have no rights with respect thereto
except the right to receive from the bank or trust corporation payment of the
Redemption Price of the shares, without interest, upon surrender of
certificates therefor.  Such instructions shall also provide that any moneys
deposited by the Corporation pursuant to this Section 3(d) for the redemption
of shares thereafter converted into shares of the Corporation's Common Stock
pursuant to Section 5 hereof prior to the Redemption Date shall be returned to
the Corporation forthwith upon such conversion.  The balance of any moneys
deposited by the Corporation pursuant to this Section 3(d) remaining unclaimed
at the expiration of two (2) years following the Redemption Date shall
thereafter be returned to the Corporation upon its request expressed in a
resolution of the Board of Directors.

      4.    Liquidation, Dissolution or Winding Up.

            (a)     In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of Series
B Preferred then outstanding shall be entitled to be paid out of the assets of
the Corporation available for distribution to its stockholders, pari passu
with the holders of the shares of the Series A Preferred, before any payment
shall be made to the holders of any shares of Junior Capital Stock by reason
of their ownership thereof, an amount (the "Liquidation Preference") equal to
the greater of (i) the amount the holders of Series B Preferred would have
received had they converted their shares of Preferred Stock into Common Stock,
in accordance with the provisions of Section 5 hereof, immediately prior to
such liquidation, dissolution or winding up and (ii) the Stated Amount then in
effect plus (A) if such liquidation, dissolution or winding up occurs prior to
the Final Quarterly Dividend Accrual Date, the increase in the Stated Amount
which would have occurred on the Quarterly Dividend Accrual Date next
following such liquidation, dissolution or winding up, pro rated to the date
of such liquidation, dissolution or winding up or (B) if such liquidation,
dissolution or winding up occurs after the Final Quarterly Dividend Accrual
Date, the amount of any accumulated but unpaid cash dividends as of the date
of such event.  If upon any such liquidation, dissolution or winding up of the
Corporation the remaining assets of the Corporation available for distribution
to its stockholders shall be insufficient to pay the holders of shares of
Series B Preferred the full amount to which they shall be entitled pursuant to
this Section 4(a), the holders of shares of Series B Preferred, and any other

                                                                   Exhibit 3.1


shares ranking on a parity therewith, shall share ratably in any distribution
of the remaining assets and funds of the Corporation in proportion to the
respective amounts which would otherwise be payable in respect of the shares
of Series B Preferred held by them upon such distribution if all amounts
payable on or with respect to such shares were paid in full.

            (b)     After the payment of all amounts required to be paid
pursuant to Section 4(a) to the holders of shares of Series B Preferred, and
any other shares ranking on a parity therewith, upon the dissolution,
liquidation or winding up of the Corporation, the holders of shares of Junior
Capital Stock then outstanding shall share in any distribution of the
remaining assets and funds of the Corporation in the manner provided by law,
in the Amended and Restated Certificate of Incorporation of the Corporation,
as amended, or as provided in any pertinent Certificate of Designations of the
Corporation, as the case may be.

            (c)     For purposes of this Section 4, (i) any acquisition of the
Corporation by means of a merger or other form of corporate reorganization in
which outstanding shares of the Corporation are exchanged for securities or
other consideration issued, or caused to be issued, by the acquiring
corporation or its subsidiary (other than a mere reincorporation transaction),
(ii) any other transaction or series of transactions which result in the
voting securities of the Company outstanding immediately prior thereto
representing less than 50% of the combined voting power of the Corporation
immediately after such transaction or (iii) any sale of all or substantially
all of the assets of the Corporation other than to a subsidiary of the
Corporation, shall be treated as a liquidation, dissolution or winding up of
the Corporation and shall entitle the holders of Preferred Stock to receive at
the closing of such transaction the Liquidation Preference.

      5.    Conversion.

            (a)     Subject to the terms and conditions of this Section 5, the
holder of any share or shares of Series B Preferred shall have the right, at
his, her or its option at any time, to convert any such shares of Series B
Preferred into such number of fully paid and nonassessable whole shares of
Common Stock as is obtained by dividing (i) the Stated Amount per share then
in effect plus (A) if such conversion occurs prior to the Final Quarterly
Dividend Accrual Date, the increase in the Stated Amount which would have
occurred on the Quarterly Dividend Accrual Date next following such
conversion, pro rated to the date of such conversion or (B) if such conversion
occurs after the Final Quarterly Dividend Accrual Date, the amount of any
accumulated but unpaid cash dividends as of the date of such conversion, by
(ii) the conversion price of $26.25 per share, or, if there has been an
adjustment of the conversion price, by the conversion price as last adjusted
and in effect at the date any share or shares of Series B Preferred are
surrendered for conversion (such price, or such price as last adjusted, being
referred to herein as the "Conversion Price").  Such right of conversion shall
be exercised by the holder thereof by giving written notice that the holder
elects to convert a stated number of shares of Series B Preferred into Common
Stock and by surrender of a certificate or certificates for the shares so to
be converted to the Corporation at its principal office (or such other office
or agency of the Corporation as the Corporation may designate by notice in
writing to the holder or holders of the Series B Preferred) at any time during
its usual business hours on the date set forth in such notice, together with a
statement of the name or names (with address), subject to compliance with
applicable laws to the extent such designation shall involve a transfer, in
which the certificate or certificates for shares of Common Stock shall be
issued.

            (b)     Promptly after the receipt by the Corporation of the
written notice referred to in Section 5(a) above and surrender of the
certificate or certificates for the share or shares of the Series B Preferred
to be converted, the Corporation shall issue and deliver, or cause to be
issued and delivered, to the holder, registered in such name or names as such
holder may direct, subject to compliance with applicable laws to the extent
such designation shall involve a transfer, a certificate or certificates for
the number of whole shares of Common Stock issuable upon the conversion of
such share or shares of Series B Preferred.  To the extent permitted by law,
such conversion shall be deemed to have been effected and the Conversion Price

                                                                   Exhibit 3.1


shall be determined as of the close of business on the date on which such
written notice shall have been received by the Corporation and the certificate
or certificates for such share or shares shall have been surrendered as
aforesaid, and at such time the rights of the holder of such shares or shares
of Series B Preferred shall cease, and the person or persons in whose name or
names any certificate or certificates for shares of Common Stock shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby.

            (c) (i)    No fractional shares shall be issued upon conversion of
      the Series B Preferred into Common Stock and the number of shares of
      Common Stock to be issued shall be rounded to the nearest whole share.
      If any fractional interest in a share of Common Stock would, except for
      the provisions of this Section 5(c), be deliverable upon any such
      conversion, the Corporation, in lieu of delivering the fractional share
      thereof, shall pay to the holder surrendering the Preferred Stock for
      conversion an amount in cash equal to the current fair market value of
      such fractional interest based upon the closing price of the Common
      Stock on the NASDAQ SmallCap Market or, any other national securities
      exchange on which such Common Stock is then traded, on the trading day
      prior to the date of the notice of conversion, or if such Common Stock
      is not then traded on a national securities exchange, as determined in
      good faith by the Board of Directors of the Corporation.

                (ii)   In case the number of shares of Series B Preferred
      represented by the certificate or certificates surrendered pursuant to
      Section 5(a) exceeds the number of shares converted, the Corporation
      shall, upon such conversion, execute and deliver to the holder
      thereof, at the expense of the Corporation, a new certificate or
      certificates for the number of shares of Series B Preferred Stock
      represented by the certificate or certificates surrendered which are
      not to be converted.

            (d)     In the event that the Corporation shall declare or pay,
without consideration, any dividend or other distribution on the then
outstanding shares of Common Stock payable in Common Stock or in any right to
acquire Common Stock for no consideration (other than any dividend or
distribution made pursuant to any rights agreement entered into by the Company
after the date hereof, the terms of which provide for a dividend or
distribution to be made upon the occurrence of events substantially similar to
those events which would have resulted in a dividend or distribution under the
terms of that certain Rights Agreement between the Company and The First
National Bank of Chicago, as Rights Agent, dated as of August 3, 1989, as in
effect immediately prior to the date hereof (any such dividend or
distribution, a "Rights Plan Distribution")), or shall effect a subdivision of
the outstanding shares of Common Stock into a greater number of shares of
Common Stock (by stock split, reclassification or otherwise than by payment of
a dividend in Common Stock or in any right to acquire Common Stock), or in the
event that the then outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of shares
of Common Stock, then the applicable Conversion Price for the Series B
Preferred in effect immediately prior to such event shall, concurrently with
the effectiveness of such event, be proportionately decreased or increased, as
appropriate.  In the event that the Corporation shall declare or pay, without
consideration, any dividend on the then outstanding shares of Common Stock
payable in any right to acquire Common Stock for no consideration, then the
Corporation shall be deemed to have made a dividend payable in Common Stock in
an amount of shares equal to the maximum number of shares issuable upon
exercise of such rights to acquire Common Stock.

            (e)  In the event that the Corporation shall declare or pay,
without consideration, any dividend or other distribution on the then
outstanding shares of Common Stock payable in securities of the Corporation
other than Common Stock or in any right to acquire securities of the
Corporation other than Common Stock for no consideration (other than a Rights
Plan Distribution) and other than as otherwise adjusted in this Section 5,
then in each such event provision shall be made so that the holders of the
Series B Preferred shall be entitled to receive a proportionate share of any
such dividend or distribution as though they were the holders of the number of

                                                                   Exhibit 3.1


shares of Common Stock of the corporation into which their shares of Series B
Preferred are convertible as of the record date fixed for the determination of
the holders of Common Stock of the corporation entitled to receive such
dividend or other distribution.

            (f)  If the Common Stock issuable upon conversion of the Series B
Preferred shall be changed into the same or a different number of shares of
any other class or classes of stock, whether by capital reorganization,
reclassification or otherwise (other than a subdivision or combination of
shares provided for in Section 5(d) above or a merger or other reorganization
referred to in Section 4(c) above), the Conversion Price then in effect shall,
concurrently with the effectiveness of such reorganization or
reclassification, be proportionately adjusted so that the Series B Preferred
shall be convertible into, in lieu of the number of shares of Common Stock
which the holders would otherwise have been entitled to receive, a number of
shares of such other class of classes of stock equivalent to the number of
shares of Common Stock that would have been subject to receipt by the holders
upon conversion of the Series B Preferred immediately before that change.  In
any such case, appropriate adjustment shall be made in the application of the
provisions of this Section 5 with respect to the rights of the holders of
Series B Preferred after the capital reorganization, reclassification or other
action to the end that the provisions of this Section 5 (including adjustment
of the Conversion Price then in effect and the number of shares issuable upon
conversion of the Series B Preferred) shall be applicable after such action
and be as nearly equivalent as possible.

            (g)  Upon any adjustment of the Conversion Price, then and in each
such case the Corporation shall give written notice thereof, by first class
mail, postage prepaid, addressed to each holder of shares of Series B
Preferred at the address of such holder as shown on the books of the
Corporation (or its transfer agent, if any), which notice shall state the
Conversion Price resulting from such adjustment, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.
            (h)  In case at any time:

                  (i)     the Corporation shall declare any dividend upon its
      Common Stock payable in cash or stock or make any other distribution to
      the holders of its Common Stock;

                  (ii)     the Corporation shall offer for subscription pro
      rata to the holders of its Common Stock any additional shares of stock
      of any class or other rights;

                  (iii)     there shall be any reorganization,
      recapitalization or reclassification of the capital stock of the
      Corporation (a "Reorganization") or the Corporation shall enter into an
      agreement with respect to any transaction described in Section 4(c)
      hereof (a "Change of Control Transaction"); or

                  (iv)     there shall be a voluntary or involuntary
      dissolution, liquidation or winding up of the Corporation;

then, in any one or more of said cases, the Corporation shall give, by first
class mail, postage prepaid, addressed to each holder of any shares of Series
B Preferred at the address of such holder as shown on the books of the
Corporation (or its transfer agent, if any), (A) at least 15 days' prior
written notice of the date on which the books of the Corporation (or its
transfer agent) shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in
respect of any such Reorganization or Change of Control Transaction, and (B)
in the case of any such Reorganization or Change of Control Transaction, at
least 15 days' prior written notice of the date when the same shall take
place.  Such notice in accordance with the foregoing clause (A) shall also
specify, in the case of any such dividend, distribution or subscription
rights, the date on which the holders of Common Stock shall be entitled
thereto, and such notice in accordance with the foregoing clause (B) shall
also specify the date on which the holders of Common Stock shall be entitled
to exchange their Common Stock for securities or other property deliverable
upon such Reorganization or Change of Control Transaction, as the case may be.

                                                                   Exhibit 3.1


            (i)     All outstanding shares of Series B Preferred Stock shall,
at the option of the Corporation, be automatically converted into Common
Stock, in accordance with the provisions of this Section 5, if at any time the
number of outstanding shares of Series B Preferred is less than or equal to
1,000.

            (j)     The Corporation will at all times reserve and keep
available out of its authorized but unissued Common Stock, solely for the
purpose of issuance upon the conversion of the Series B Preferred as herein
provided, such number of shares of Common Stock as shall then be issuable upon
the conversion of all outstanding shares of Series B Preferred.  All shares of
Common Stock which shall be so issued shall be duly and validly issued and
fully paid and nonassessable and free from all taxes, liens and charges
arising out of or by reason of the issue thereof, and, without limiting the
generality of the foregoing, the Corporation covenants that it will from time
to time take all such action as may be requisite to assure that the par value
per share of the Common Stock is at all times equal to or less than the
effective Conversion Price.  The Corporation will take all such action within
its control as may be necessary on its part to assure that all such shares of
Common Stock may be so issued without violation of any applicable law or
regulation, or of any requirements of any national securities exchange upon
which the Common Stock of the Corporation may be listed.

            (k)     Shares of Series B Preferred that are converted into
shares of Common Stock as provided herein shall not be reissued.

            (l)     The issuance of certificates for shares of Common Stock
upon conversion of the Series B Preferred Stock shall be made without charge
to the holders thereof for any issuance tax in respect thereof, provided that
the Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of Series B Preferred
which is being converted.

            (m)     The Corporation will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the corporation, but
will at all times in good faith assist in the carrying out of all the
provisions of this Section 5 and in the taking of all such action as may be
necessary or appropriate in order to protect the conversion rights of the
holders of the Series B Preferred against impairment.

      6.    Voting    Except as otherwise provided by law, the holders of the
Series B Preferred shall vote together with the holders of Common Stock on all
matters to be voted on by the stockholders of the Corporation, and each holder
of Series B Preferred shall be entitled to one vote for each whole share of
Common Stock that would be issuable to such holder upon the conversion of all
the shares of Series B Preferred held by such holder on the record date for
the determination of stockholders entitled to vote.



















                                                                   Exhibit 3.1



      IN WITNESS WHEREOF, Juno Lighting, Inc has caused its corporate seal to
be hereunto affixed and this certificate to be signed by T. Tracy Bilbrough,
its President, and attested by Joel W. Chemers, its Secretary, this 9th day of
November, 2000.



                                                JUNO LIGHTING, INC.

                                                By: /s/ T. Tracy Bilbrough
                                                   ------------------------
                                                Name: T. Tracy Bilbrough
                                                Title: President


Attest:

By: /s/ Joel W. Chemers
   ---------------------
Name: Joel W. Chemers
Title: Secretary

















































                                                                 Exhibit 11.1



                     JUNO LIGHTING, INC. AND SUBSIDIARIES

                  COMPUTATIONS OF NET INCOME PER COMMON SHARE
                  ===========================================


                                        2000         1999          1998
                                    -----------   -----------   -----------
Average number of common shares
  outstanding during the year         2,426,490    11,127,286    18,576,015
                                    -----------   -----------   -----------

  Common equivalents:
    Shares issuable under
      outstanding options                     -       141,862       178,962

    Shares which could have
      been purchased based
      on the average market
      value for the period                    -       130,630       140,114
                                    -----------   -----------   -----------
  Shares for the portion of the
    period that the options
    were outstanding                          -        11,232        38,848

Average number of common and
  common equivalent shares
  outstanding during the year         2,426,490    11,138,518    18,614,863
                                    ===========   ===========   ===========

NET (LOSS) INCOME available to      $(1,716,819)  $13,739,828   $26,625,368
  common shareholders
                                    ===========   ===========   ===========

NET (LOSS) INCOME PER COMMON SHARE
  (Basic and Diluted)                     $(.71)        $1.23         $1.43
                                          =====         =====         =====
































                                                                 Exhibit 21.1



                     SUBSIDIARIES OF JUNO LIGHTING, INC.


                                             State or Jurisdiction
Name of Subsidiary                             of Incorporation
------------------                           ---------------------
Juno Manufacturing, Inc.                           Illinois

Indy Lighting, Inc.                                Indiana

Juno Lighting, Ltd.                                 Canada

Advanced Fiberoptic
   Technologies, Inc.                              Florida
























































                                                                 Exhibit 23.1





                      Consent of Independent Accountants
                      ----------------------------------




We hereby consent to the incorporation by reference of our report dated
January 10, 2001 appearing on page 15 of this Annual Report on Form 10-K of
Juno Lighting, Inc. for the fiscal year ended November 30, 2000.  We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 35 of this Form 10-K.





                                                  PricewaterhouseCoopers LLP
                                                           Chicago, Illinois
                                                           February 26, 2001