<PAGE >1
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 10-K/A
                              AMENDMENT NO. 1

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the Fiscal Year Ended November 30, 2001

                              OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the Transaction 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 of                     (I.R.S. Employer
Incorporation or organization)                     Identification Number)


   1300 S. Wolf Road
   P.O. Box 5065
   Des Plaines, Illinois                             60017-5065

Registrant's telephone number, including area code: (847) 827-9880

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

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

                       None

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

                       Common Stock, par value $.001 per share

Indicate by check 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 the 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 X No   .
                                  --   --
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 March 15,
2002: $22,761,549.

At March 15, 2002, 2,500,389 shares of common stock were outstanding.

Documents Incorporated by Reference: The Company's Annual Report on Form 10-K
filed on February 28, 2002 for the fiscal year ended November 30, 2001.




<PAGE>2


The undersigned registrant hereby amends its Form 10-K for the fiscal year
ended November 30, 2001, as follows:

         Part III, Items 10-12 are hereby amended as follows:

                                  PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

INFORMATION CONCERNING DIRECTORS AND OFFICERS

There are currently five directors on the Board of Directors ("Board") of Juno
Lighting, Inc. (the "Company").  The persons listed below as nominees to be
elected as directors have been recommended by the Board and, if elected, will
serve for a term ending at the 2003 Annual Meeting of Stockholders or until
their successors are elected and qualified.

The names of the nominees, together with certain additional information, are
set forth below.  Additional information includes business experience during
the last five years and other directorships currently held with corporations
whose securities are registered under Section 12 of the Securities Exchange
Act of 1934 and certain other corporations.  To the knowledge of the Company,
there are no family relationships between any director or executive officer
and any other director or executive officer.   None of the directors has been
involved in any legal proceedings of the nature described in Item 401(f) of
Regulation S-K.

NOMINEES

Robert Jaunich II.... Age 62.  Director and Chairman of the Board since June
                      30, 1999.

                      Member of the Stock Option and Compensation Committees.

                      Business experience during the last five years:
                        President and Chief Executive Officer of Fremont
                          Investors I, LLC since May 1998.
                        Managing Director of Fremont Partners, L.P. and a
                          member of FP Advisors, L.L.C. since 1996.

                        Member of the Board of Directors of Fremont Group
                          since 1991.
                      Other Directorships:
                        Kinetic Concepts, Inc.
                        Kerr Group, Inc.
                        CNF Transportation, Inc.
                        Chairman of the Managing General Partner of Crown
                          Pacific Partners, L.P.
                        Chairman of the Board of Software Architects, Inc.

Mark N. Williamson....Age 39.  Director since June 30, 1999.

                      Member of the Audit, Stock Option and Compensation
                       Committees.

                      Business experience during the last five years:
                        Vice President and Treasurer of Fremont Investors I,
                          LLC since May 1998.
                        Managing Director of Fremont Partners, L.P. and a
                          member of FP Advisors, L.L.C. since 1996.
                        Managing Director of the Harvard Private Capital
                          Group, Inc. from August 1991 until May 1996.

                      Other Directorships:
                        Member of the Board of Software Architects, Inc.



<PAGE>3



T. Tracy Bilbrough....Age 45.  Director since May 2000.  President and Chief
                      Executive Officer since May 2000.

                      Business experience during the last five years:
                        President   Commercial Division of Thomas & Betts
                          Corp. from 1997 to 2000.
                        President   Eastern Hemisphere Black & Decker Corp.
                          from 1995 to 1997.

                      Other Directorships:
                        None.

Daniel DalleMolle.....Age 51.  Director since February 2000.

                      Member of the Audit Committee.

                      Business experience during the last five years:
                        President, Chief Executive Officer of
                          Enesco Group, Inc. since 2001.
                        Group President, Hardware and Tool Companies of Newell
                          Rubbermaid, Inc. from 1999 until 2001.
                        President and Chief Operating Officer of Intermatic
                          Incorporated from 1998 until 1999.
                        President of Lee Rowan Company of Newell Rubbermaid,
                          Inc. from 1996 until 1998.

                      Other Directorships:
                        Enesco Group, Inc.

Michael Froy..........Age 43.  Director since September 2000.

                      Member of the Audit Committee.

                      Business experience during the last five years:
                        Partner, Sonnenschein Nath & Rosenthal, outside legal
                         counsel for the Company.

                      Other Directorships:
                        None.


Information regarding the executive officers of the Company is set forth on
pages 7 and 8 in Part I of the Form 10-K filed with the Commission on February
28, 2002, and is incorporated herein by reference.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's outstanding
common stock ("Common Stock"), to file reports of ownership and changes in
ownership of such securities with the Securities and Exchange Commission (the
"SEC").  Officers, directors and greater-than-10% beneficial owners are
required to furnish the Company with copies of all Section 16(a) forms they
file.  Based solely upon a review of the copies of the forms furnished to the
Company, and/or written representations from certain reporting persons that no
other reports were required, the Company believes that all Section 16(a)
filing requirements applicable to its officers, directors and 10% beneficial
owners during or with respect to the year ended November 30, 2001 were met.



<PAGE>4



ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

The following Summary Compensation Table includes individual compensation
information regarding all compensation awarded to, earned by, or paid during
the fiscal years ended November 30, 2001, 2000, and 1999 to the Company's
Chief Executive Officer and the four other most highly compensated executive
officers who were serving at the end of fiscal year 2001.

As reflected in the following table, the Chief Executive Officer and the four
other most highly paid executive officers of the Company currently participate
in the Company's 401(k) Plan.  In addition, the named executives participate
in, and have received grants under, the Company's Stock Option Plans,
including the Company's 1999 Stock Award and Incentive Plan and 1993 Stock
Option Plan.
<TABLE>
<CAPTION>
==============================================================================
                                              SUMMARY COMPENSATION TABLE
==============================================================================
                                  Annual
                                  Compensation      Long-Term Compensation
------------------------------------------------------------------------------
                                                             Securities                All Other
Name &                                                       Underlying  Restricted Compensation
Principal Position                  Year   Salary     Bonus  Options/SARs  Stock       ($)(1)
------------------------------------------------------------------------------------------------
<S>                                 <C>     <C>       <C>         <C>      <C>       <C>
T. Tracy Bilbrough (2)                  2001     $350,000   $ 75,063           --      -       $ 11,051
 President and Chief Executive Officer  2000      175,000    100,000      375,000   3,500       117,603(3)

Glenn R. Bordfeld (4)                   2001     $271,747   $ 25,236            -               $11,051
 Executive Vice President, Chief        2000      262,500     13,125            -       -        10,400
 Operating Officer, President           1999      224,077    156,439(4)    47,000      --        10,400
 Juno Lighting Division

George J. Bilek                         2001     $206,527   $ 24,911            -       -       $11,051
Vice President, Finance,                2000      198,500      9,975            -      --        10,400
Treasurer and Secretary                 1999      196,923    156,439(4)    29,375       -        10,400


Charles F. Huber                        2001     $209,789   $ 17,546            -       -       $11,051
 Vice President, Engineering            2000      202,650     10,133            -      -         10,400
 and Special Projects                   1999      199,404    156,439(4)    29,375       -        10,400

Jacques P. LeFevre                      2001     $203,158   $ 14,868            -       -       $11,051
 Vice President, President              2000      198,708                  23,500               10,400
 Indy Lighting Division                 1999      189,167    154,900(4)         -               10,400

</Table>

(1) Includes Juno's matching and discretionary contributions under the 401(k)
    Plan.  Amounts are included without regard to vesting of any Juno
    discretionary contributions.
(2) Mr. Bilbrough became President and Chief Executive Officer in May 2000.
(3) Includes $109,603 for relocation expenses.
(4) This includes a $150,000 transaction bonus paid to the executive officer
    as a result of the merger the company engaged in that became effective on
    June 30, 1999, pursuant to a Change of Control Benefits Agreement ( as
    more particularly described in form of Change of Control Benefits
    Agreement filed as an exhibit hereto) that was terminated effective
    April 3, 2001.


<PAGE>5


STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE

The following table discloses, for each of the executive officers listed,
information regarding stock options exercised during, or held at the end of,
the fiscal year ended November 30, 2001 pursuant to the Company's Stock Option
Plans.
<TABLE>
<CAPTION>
                            Aggregated Option/SAR Exercises in Last Fiscal Year
                                 and Fiscal Year-End Option/SAR Values
                                             Number of Securities                 Value of Unexercised
                                            Underlying Unexercised               In-the-Money Options/SARs
                                        Options/SARs at Fiscal Year-End          at Fiscal Year-End ($)(3)
                      Number of
                       Shares
                      Acquired on    Value
      Name             Exercise     Realized($)  Exercisable(1) Unexercisable(2) Exercisable Unexercisable
<S>                    <C>          <C>          <C>            <C>              <C>         <C>
T. Tracy Bilbrough        0            0         150,000            225,000           0           0
Glenn R. Bordfeld         0            0          26,800             28,200           0           0
George J. Bilek           0            0          31,750             17,625           0           0
Charles F. Huber          0            0          31,875             17,625           0           0
Jacques P. LeFevre        0            0          35,875             17,625           0           0
</TABLE>
(1) All exercisable options outstanding at the end of the fiscal year ended
    November 30, 2001 are nonqualified stock options except for an aggregate
    of 68,000 incentive options ("ISOs") that were granted at 100% of the fair
    market value of Juno's common stock on the date of grant, including 8,000
    ISOs held by Mr. Bordfeld, 20,000 ISOs held by Mr. Bilek, 20,000 ISOs held
    by Mr. Huber and 30,000 ISOs held by Mr. LeFevre.  Such options will
    expire at various dates between December 9, 2003 and November 9, 2010.

(2) All unexercisable options outstanding at the end of the fiscal year ended
    November 30,  2001 are nonqualified stock options.  All such options were
    granted at not less than 100% of the fair market value of Juno's common
    stock on the date of the grant.  In general, up to 20% of the shares
    covered by each option may be purchased commencing on the first
    anniversary of the date of the grant, which amount increases by 20% on
    each anniversary thereafter, except Mr. Bilbrough's options, 20% of which
    vested on the date of grant and an additional 20% of which will vest on
    each of the four anniversaries thereafter.   These options cannot be
    exercised after the expiration of ten years from the date of grant.

(3) Total value of options is based on the difference between the fair market
    value of Company Stock of $11.80 as of November 30, 2001, and the exercise
    price per share of the options.

Currently, Messrs. Jaunich and Williamson comprise the compensation
committee of Juno's board of directors.  Mr. Williamson is not an executive
officer of Juno.  Mr. Jaunich serves as Juno's Chairman of the Board.  Mr.
Jaunich is President and Chief Executive Officer of Fremont Investors and Mr.
Williamson is Vice President and Treasurer of Fremont Investors.  Messrs.
Jaunich and Williamson are each Managing Directors of Fremont Partners, L.P.
As a result of the Merger, Fremont Investors obtained control of the Company
in June 1999.

Juno 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
Juno'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.

Compensation Committee and Stock Option Committee Reports on Executive
Compensation

Juno's executive compensation policy is designed to maintain a competitive
compensation program in order to attract and retain well qualified management
and to provide management with the incentive to accomplish Juno's financial
and operating objectives.  Compensation for executives generally consists of
cash compensation in the form of annual base salary and performance-based
bonuses and long-term incentive compensation in the form of stock options.


<PAGE>6


Juno's executive compensation program is administered by the compensation
committee of the board of directors and, with respect to stock options and
SARs under Juno's Stock Option Plans, by the stock option committee.

In setting cash compensation levels for executive officers the compensation
committee considers the performance of Juno and of the individual officer,
including the assumption of new duties by the officer.  While Juno's overall
financial performance, particularly operating income, is taken into account,
base salaries for executive officers are primarily determined by the
compensation committee's subjective assessment of the executive's individual
performance.

In addition to base salary, the compensation committee has an incentive
bonus plan applicable to Messrs. Bilbrough, Bordfeld, Bilek, Huber, LeFevre,
as well as Mr. Daniel Macsherry, Vice President Business Development, Mr.
Richard Stam, Juno's Vice President of Sales, Mr. Scott Roos, Vice President,
Product Management and Development and Mr. W. Allen Fromm, Vice President,
Purchasing and Supplier Development.  The incentive bonus plan provides for
the payment of cash bonuses to these executives pursuant to a formula based on
levels of Juno's EBITDA.  Juno paid bonuses earned in fiscal 2001 pursuant to
this plan to all of the aforementioned executives.

In determining the salary to be paid to the Chief Executive Officer in any
fiscal year, in addition to the factors set forth above, which are applicable
to all executive officers, the compensation committee also compares base
salaries of presidents and chief executive officers of other companies of
similar size and engaged in manufacturing businesses similar to Juno's.  Some
but not all of the companies used for salary comparison purposes are companies
listed in the peer group of companies for which cumulative total return
information is provided in the "Performance Graphs" section below.  Although
the compensation committee takes into account all of the factors described
above in determining an appropriate base salary for Mr. Bilbrough, it does not
engage in any particular weighing of these factors (other than the emphasis
placed on individual performance).  Juno's success in meeting its financial
goals is one of the factors that the compensation committee considers in
determining the Chief Executive Officer's base salary.  It should be noted
that Mr. Bilbrough does not participate in compensation committee discussions
or decisions regarding his compensation.

Under Juno's Stock Option Plans, stock options have been awarded to certain
key employees, including Juno's executive officers.  All currently outstanding
stock options were granted with an exercise price equal to or greater than the
market price of the common stock on the date of grant and vest over a period
of time.  This approach is designed to encourage the creation of stockholder
value over the long term since the full benefit of the compensation package
generally cannot be realized unless stock price appreciation occurs over a
number of years.  The stock option committee determines the size of awards of
stock options and SARs to executives based on similar factors as are used to
determine base salaries.

In addition to salary, stock options and SARs, Juno's compensation package
includes matching and discretionary contributions to a 401(k) plan, medical
and life insurance and other benefits.

Finally, the compensation committee reviews the possible effect on Juno of
the limitations on deductibility of executive compensation under Section
162(m) of the Internal Revenue Code.  The compensation committee does not
believe that such section will be applicable to Juno in the foreseeable future
but will review Juno's compensation practices as circumstances warrant.

Compensation Committee                    Stock Option Committee
-----------------------                   -----------------------
Robert Jaunich II                         Robert Jaunich II
Mark N. Williamson                        Mark N. Williamson




<PAGE>7


PERFORMANCE GRAPH

COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
AMONG JUNO LIGHTING, INC. , NASDAQ STOCK MARKET INDEX
(U.S. COMPANIES) AND A SELF-DETERMINED
PEER GROUP INDEX (F1)
------------------------------------------------------------------------------
                  JUNO             NASDAQ Stock          Self-Determined
FISCAL YEAR    LIGHTING, INC.   Market Index (U.S.)    Peer Group Index (F2)
------------------------------------------------------------------------------
11/30/96         100.00             100.00                 100.00
------------------------------------------------------------------------------
11/30/97         126.7              124.6                  124.5
------------------------------------------------------------------------------
11/30/98         156.6              152.7                  110.6
------------------------------------------------------------------------------
11/30/99          79.0              262.8                   91.1
------------------------------------------------------------------------------
11/30/00          38.9              203.7                   79.6
------------------------------------------------------------------------------
11/30/01          61.0              151.7                   75.3
------------------------------------------------------------------------------
(F1) Cumulative return assumes reinvestment of dividends.  This table assumes
$100.00 was invested in Juno Common Stock, the NASDAQ Stock Market Index
(U.S.) And the NASDAQ Electrical Component Index on November 30, 1996.

(F2)The nine companies in the Self-Determined Peer Group are: Advanced
Lighting Technologies Inc., Catalina Lighting Inc., Cooper Industries Inc.,
Genlyte Group Inc., Hubbell Inc., LSI Industries Inc., National Service
Industries Inc., SLI Inc., and US Industries Inc New; provided that the
Company stopped including Catalina Lighting Inc. in the peer group index after
May 2001 because at that time Catalina's stock stopped trading on the New York
Stock Exchange and began selling on the OTC Bulletin Board, for which relevant
data is unavailable.

The stock price performance depicted in the foregoing performance graph is not
necessarily indicative of future price performance.  This performance graph
shall not be deemed to be incorporated by reference in any filing by the
Company under the Securities Act of 1933 or the Securities Exchange Act on
1934.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

The following table sets forth, as March 15, 2002, the number and percentage
of outstanding shares of Common Stock beneficially owned by each person known
to the Company to be the beneficial owner of more than five percent of the
outstanding shares of Common Stock.
<TABLE>
<CAPTION>

                                                                    Percentage of Outstanding
                                       Shares Beneficially Owned    Shares Beneficially Owned
          Name and Address             Common          Preferred    Common          Preferred

<S>                                   <C>             <C>          <C>             <C>
Fremont Investors I, L.L.C. (1)
   199 Fremont Street, 23rd Floor
   San Francisco, CA 94105             597,866(2)      1,051,970     74.0%(3)        98.92%

Farallon Partners, L.L.C. (4)
   One Maritime Plaza, Suite 1325
   San Francisco, CA 94111             520,526                 0     20.8%           0%

Abrams Capital, LLC (5)
   425 Boylston Street, Suite 3
   Boston, MA 02116                    427,111                 0     17.1%           0%

RS Investment Management Co. LLC (6)
       338 Market Street, Suite 200
       San Francisco, CA 94111         243,500                 0       9.7%          0%
</TABLE>

<PAGE>8


(1) Based on a Schedule 13D/A filed on March 11, 2002, by Fremont
    Investors I, L.L.C. ("Fremont LLC"), Fremont Partners, L.P. ("Fremont
    LP"), FP Advisors, L.L.C. ("FP Advisors"), Fremont Group, L.L.C.
    ("Fremont Group"), Fremont Investors, Inc. ("Fremont Inc."), Fremont
    Investors I CS, L.L.C. ("Fremont CS LLC") and Fremont Partners, L.L.C.
    Fremont LLC beneficially owns and exercises the power to vote or direct
    the disposition of, 1,051,590 shares of preferred stock.  Each of (a)
    Fremont LP, the managing member of each of Fremont LLC and of Fremont CS
    LLC, (b) FP Advisors, the general partner of Fremont LP, (c) Fremont
    Group, the managing member of each of FP Advisors and Fremont Partners,
    L.L.C., and (d) Fremont Inc., the manager of Fremont Group, exercises
    shared power to vote or direct the vote and shared power to dispose or
    direct the disposition of (i) 1,051,590 shares of preferred stock owned by
    Fremont LLC and (ii) 597,866 shares of common stock owned by Fremont CS
    LLC.  In addition, Fremont Group and Fremont Inc. exercise shared power to
    vote or direct the vote and shared power to dispose or direct the
    disposition of (i) the 1,051,590 shares of preferred stock owned by
    Fremont LLC and (ii) the 380 shares of preferred stock owned by Fremont
    Partners, L.L.C. Each of the above parties, as part of a "group" under
    Exchange Act Rule 13d-5(b)(1), may be deemed to beneficially own 1,051,970
    shares of preferred stock and 597,866 shares of common stock.

(2) The 597,866 shares of common stock depicted in the above table as
    beneficially owned by such parties does not include 4,982,828 shares of
    common stock that may be obtained upon conversion as of March 15, 2002
    of 1,051,970 shares of preferred stock.

(3) Pursuant to Rule 13d-3(d)(1) of the Exchange Act, the 4,982,828 shares of
    common stock that such parties may obtain by converting the 1,051,970
    shares of preferred stock that they own are deemed outstanding common
    stock for the purpose of computing the percentage of common stock owned by
    such parties, but not for the purpose of computing the percentage of
    common stock owned by any other person.

(4) Based on a Form 4 dated February 8, 2001 delivered to the Company by
    counsel for and on behalf of Farallon Capital Partners, L.P., Farallon
    Capital Institutional Partners, L.P., Farallon Capital Institutional
    Partners II, L.P., Farallon Capital Institutional Partners III, L.P.,
    Tinicum Partners, L.P., Farallon Capital Management, L.L.C., Enrique H.
    Boilini, David I. Cohen, Joseph F. Downes, William F. Duhamel, Andrew B.
    Fremder, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L.
    Millham, Meridee A. Moore, Thomas F. Steyer and Mark C. Wehrly and based
    on a Schedule 13D filed on September 20, 1999,  Farallon Capital Partners,
    L.P. ("FCP") beneficially owns and exercises shared voting and dispositive
    power with respect to 115,234 shares of common stock.  Farallon Partners,
    L.L.C. ("FAPLLC") is the general partner of FCP.  FAPLLC is also the
    general partner of: (i) Farallon Capital Institutional Partners, L.P.
    ("FCIP"), which beneficially owns and exercises shared voting and
    dispositive power with respect to 99,557 shares of common stock, (ii)
    Farallon Capital Institutional Partners II, L.P. ("FCIP II"), which
    beneficially owns and exercises shared voting and dispositive power with
    respect to 25,611 shares of common stock, (iii) Farallon Capital
    Institutional Partners III, L.P. ("FCIP III"), which beneficially owns and
    exercises shared voting and dispositive power with respect to 41,964
    shares of common stock, and (iv) Tinicum Partners, L.P. ("Tinicum"), which
    beneficially owns and exercises shared voting and dispositive power with
    respect to 10,152 shares of common stock.  FAPLLC disclaims beneficial
    ownership of all such shares, except as to securities representing its pro
    rated interest in, and interest in the profits of, the above partnerships.
    As the registered investment advisor to certain discretionary accounts,
    Farallon Capital Management, L.L.C. ("FCMLLC") may be deemed to be the
    beneficial owner of and exercises shared voting and dispositive power with
    respect to 228,008 shares held by such discretionary accounts.  FCMLLC
    disclaims beneficial ownership of such securities.  As managing members of
    FAPLLC, the following persons may be deemed to be the beneficial owners of
    shares held by FCP, FCIP, FCIP II, FCIP III and Tinicum: Enrique H.
    Boilini, David I. Cohen, Joseph F. Downes, William F. Duhamel,  Andrew B.



<PAGE>9



    Fremder, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L.
    Millham, Meridee A. Moore, Thomas F. Steyer (senior managing member) and
    Mark C. Wehrly.  In addition, as managing members of FCMLLC, which is the
    registered investment advisor to certain discretionary accounts, each of
    the individuals listed in the previous sentence may be deemed to be the
    beneficial owner of the shares in such discretionary accounts.  All such
    individuals disclaim beneficial ownership of all such shares.  All of the
    above parties may be deemed a member of a group holding equity securities
    of Juno.

(5) Based on a Schedule 13G/A filed on February 14, 2002 by Abrams Capital, LLC
    ("Abrams LLC"), Abrams Capital Partners I, LP  ("Abrams I"), Abrams
    Capital Partners II, LP ("Abrams II") and David C. Abrams,  Abrams LLC
    beneficially owns and exercises shared power to vote or direct the vote and
    shared power to dispose or direct the disposition of 400,792 shares of
    common stock.  This amount includes shares beneficially owned by the
    following entities of which Abrams LLC is the sole general partner, each
    of which exercise shared power to vote or direct to the vote or dispose or
    direct the disposition of a portion of the total number of shares
    beneficially owned: (a) Abrams I and (b) Abrams II.  David C. Abrams, the
    managing member of Abrams LLC, beneficially owns and exercises shared power
    to vote or direct the vote and shared power to dispose or direct the
    disposition 427,111 shares of common stock, which includes the 400,792
    shares of common stock reported by Abrams LLC.

(6) Based on a Schedule 13G/A filed on February 14, 2002 by RS Investment
    Management Co. LLC ("RS Investment LLC"), RS Investment Management, L.P.
    ("RS LP"), RS Value Group LLC ("RS Value LLC") and The RS Orphan Fund,
    L.P. ("RS Orphan").  RS Investment LLC beneficially owns and exercises
    shared power to vote or direct the vote and shared power to dispose or
    direct the disposition of 243,500 shares of common stock.  Based on the
    February 14, 2002 Schedule 13G/A and a Schedule 13G filed on October 11,
    2000 by RS Investment LLC, RS Investment LLC is (a) the general partner
    of RS LP which beneficially owns and exercises shared power to vote or
    direct the vote and shared power to dispose or direct the disposition of
    243,500 shares of common stock and (b) the managing member of RS Value LLC
    which beneficially owns and exercises shared power to vote or direct the
    vote of and dispose or direct the disposition of 243,500 shares of common
    stock.  RS Value LLC is the general partner of RS Orphan which beneficially
    owns and exercises shared power to vote or direct the vote of and dispose
    or direct the disposition of 155,000 shares of common stock.



<PAGE>10



Directors' and Executive Officers' Stock Ownership

     The following table sets forth, as of March 15, 2002, the number and
percentage of outstanding shares of common stock and preferred stock
beneficially owned by: (i) each director, (ii) the executive officers named in
the Summary Compensation Table, and (iii) all executive officers and directors
as a group.  The persons named hold sole voting and investment power with
respect to the shares of common and preferred stock listed below, except as
otherwise indicated.
<TABLE>
<CAPTION>
                                                                     Percentage of Outstanding
                                     Shares Beneficially Owned       Shares Beneficially Owned
             Name                    Common(1)    Preferred(2)       Common(3)       Preferred
<S>                                  <C>          <C>                <C>             <C>
Robert Jaunich II (4)(7)             597,866      1,051,970          74.0%           98.92%
Mark N. Williamson (4)(7)            597,866      1,051,970          74.0%           98.92%
T. Tracy Bilbrough (5)               176,667          3,500           2.34%           *
Daniel DalleMolle (4)                  9,400              0           *               *
Michael M. Froy (4)                    6,000              0           *               *
Glenn R. Bordfeld (6)                 31,175            750           *               *
George J. Bilek (6)                   49,857          1,000           *               *
Jacques LeFevre (6)                   36,550            250           *               *
Charles F. Huber(6)                   33,531            500           *               *

All Juno directors and executive officers
   as a group (14 persons)(8)      5,980,846      1,058,820          79.36%          99.56%

</TABLE>
(1) The shares of common stock listed in this column include shares of common
    stock that the following individuals have the right to acquire within 60
    days pursuant to stock options: (a) Mr. Bilbrough's 150,000 shares; (b)
    Mr. Bordfeld's 26,800 shares; (c)Mr. Bilek's 31,750 shares; (d)Mr.
    LeFevre's 35,875 shares;  (e)Mr. DalleMolle's 9,400 shares and (f) Mr.
    Huber's 31,750 shares. The shares of common stock listed in this column do
    not include shares of preferred stock owned by any person, if any, which
    shares are convertible into common stock at the option of the holder. As
    of March 15, 2002, each share of Series A Preferred was convertible into
    4.75 shares of common stock and each share of Series B Preferred was
    convertible into 4.29 shares of common stock.

(2) All shares of preferred stock are Series A Preferred except for the 3,500
    shares of preferred stock held by Mr. Bilbrough which are Series B
    Preferred.

(3) Pursuant to Rule 13d-3(d)(1) of the Exchange Act, shares of the Company's
    preferred stock owned by a person that may be converted into common stock
    shall be deemed outstanding common stock for the purpose of computing the
    percentage of common stock owned by such person but not for the purpose of
    computing the percentage of common stock owned by any other  person.

(4) Director

(5) Executive Officer and Director

(6) Executive Officer

(7) Mr. Jaunich is President and Chief Executive Officer of Fremont I and Mr.
    Williamson is Vice President and Treasurer of Fremont I.  Messrs. Jaunich
    and Williamson are each managing directors of Fremont LP.  They each may
    be deemed to have beneficial ownership of the shares of common and
    preferred stock deemed to be beneficially owned by Fremont LLC and its
    affiliates, but each disclaims any such beneficial ownership.  The
    business address of Messrs. Jaunich and Williamson is 199 Fremont Street,
    23rd Floor, San Francisco, California 94105.

(8) Includes 316,619 shares of common stock that eight executive officers have
    the right to acquire within 60 days of March 15,2002 pursuant to stock
    options.

*  Less than 1%


<PAGE>11

                                 SIGNATURE

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 March 28, 2002.

                                     JUNO LIGHTING, INC.

                                     By:   /s/ George J. Bilek
                                           ---------------------
                                           George J. Bilek
                                           Vice President, Finance  Treasurer


<PAGE>12


EXHIBIT NO.                             EXHIBIT INDEX
                                         DESCRIPTION

 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.

 3.3                    Certificate of Designation of Series B Convertible
                        Preferred Stock of Juno Lighting, Inc. filed as
                        exhibit 3.1 to the Company's Annual Report on Form
                        10-K (SEC File No. 0-11631) for the fiscal year ended
                        November 30, 2000.

 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
<PAGE>13
                        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                   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.

 10.4                   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.

 10.4(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 party 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.

 10.4(b)                Second Amendment to Credit Agreement dated as of
                        August 27, 2001, among Juno Lighting, Inc., Juno
                        Lighting, Ltd., Bank of America, N.A., Credit Suisse
                        First Boston and certain lenders party thereto filed
                        as Exhibit 10.5(b) to the Quarterly report on Form
                        10-Q (SEC File No. 0-11631) for the quarter ended
                        August 31, 2001.

 10.5                   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.

 10.6                   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.

 11.1 *                 Computations of Net Income Per Common Share.

<PAGE>14

 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).

 21.1 *                 Subsidiaries of the Registrant

 23.1 *                 Consent of PricewaterhouseCoopers LLP.

 * Previously filed on February 28, 2002 with the Company's Form 10-K for the
   fiscal year ended November 30, 2001.