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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 -------------
                                  FORM 10-K/A
                               (AMENDMENT NO. 1)

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

     (Mark one)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934

     FOR THE FISCAL YEAR ENDED JULY 25, 1998

                                       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 0-26114
                                 TELTREND INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                          13-3476859
(State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                         Identification Number)

                               620 STETSON AVENUE
                          ST. CHARLES, ILLINOIS 60174
               (Address of Principal Executive Offices)(Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 377-1700

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 

                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                        PREFERRED SHARE PURCHASE RIGHTS
                                (Title of Class)

     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 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. [X]

     As of October 16, 1998, there were outstanding 5,948,990 shares of the 
registrant's Common Stock, $.01 par value per share ("Common Stock"), and no 
shares of the registrant's Class A Common Stock, $.01 par value per share.  On 
that date, the aggregate market value of voting and non-voting common equity 
(based upon the last sale price of the registrant's Common Stock on October 16, 
1998) held by non-affiliates of the registrant was $76,519,902 (5,775,087 shares
at $13.25 per share).

                       DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR 
ENDED JULY 25, 1998 ARE INCORPORATED BY REFERENCE INTO PART II OF THIS ANNUAL 
REPORT ON FORM 10-K.

PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING 
OF STOCKHOLDERS TO BE HELD DECEMBER 10, 1998 ARE TO BE INCORPORATED BY 
REFERENCE INTO PART III OF THIS ANNUAL REPORT ON FORM 10-K.

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Teltrend Inc. (the "Registrant") hereby amends the following section of its 
Annual Report on Form 10-K for the fiscal year ended at July 25, 1998, filed on 
October 23, 1998, as follows:

                                   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 October 23, 
1998.


                                    TELTREND INC.

                                    By: /s/ Howard L. Kirby, Jr.
                                       ---------------------------------
                                       Howard L. Kirby, Jr.
                                       President and Chief Executive Officer



     Pursuant to the requirements of the Securities Exchange Act of 1934, this 
Report has been signed by the following persons on behalf of the Registrant in 
the capacities indicated as of October 23, 1998.

<TABLE>
<CAPTION>

          SIGNATURE                               CAPACITY
          ---------                               --------
<S>                                     <C>                                        
/s/ Howard L. Kirby, Jr.                President and Chief Executive Officer and Chairman of the
---------------------------             Board of Directors
Howard L. Kirby, Jr.                    (Principal Executive Officer)


/s/ Douglas P. Hoffmeyer                Sr. Vice President, Finance, Secretary and Treasurer
---------------------------             (Principal Financial Officer)
Douglas P. Hoffmeyer


/s/ Theodor A. Maxeiner                 Assistant Vice President, Finance, Controller, Assistant
---------------------------             Secretary and Assistant Treasurer
Theodor A. Maxeiner                     (Principal Accounting Officer)

/s/ Frank T. Cary
--------------------------- 
Frank T. Cary                           Director

/s/ Harry Crutcher, III
--------------------------- 
Harry Crutcher, III                     Director

/s/ William R. Delk
--------------------------- 
William R. Delk                         Director

/s/ Donald R. Hollis
--------------------------- 
Donald R. Hollis                        Director

/s/ Susan B. Major
--------------------------- 
Susan B. Major                          Director

/s/ Bernard F. Sergesketter
--------------------------- 
Bernard F. Sergesketter                 Director
</TABLE>


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