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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     For the Fiscal Year Ended June 30, 1999

                         Commission File Number 0-26634

                               LeCROY CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                          13-2507777
  (State or other jurisdiction                          (I.R.S. Employer
 of incorporation or organization)                     Identification No.)

             700 CHESTNUT RIDGE ROAD, CHESTNUT RIDGE, NEW YORK 10977
               (Address of principal executive office) (Zip Code)

       Registrant's telephone number, including area code: (914) 425-2000

           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 $.01 Per Share
                                (Title of Class)

       Indicate by check mark ("X") whether the Registrant: (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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 the 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.
[   ]

       The number of shares outstanding of the registrant's Common Stock, as of
August 18, 1999, was 7,704,994 shares. The aggregate market value on August 18,
1999 of the Common Stock held by non-affiliates of the registrant was
$116,424,523.

                       Documents Incorporated by Reference

       Portions of the Proxy Statement for the 1999 Annual Meeting of
Stockholders are incorporated by reference in Part III hereof.

       Portions of the Prospectus to Form S-1 Registration Statement No.
33-95620, the Prospectus to Form S-3 Registration Statement No. 333-22117 and
the Prospectus to Form S-3 Registration Statement No. 333-88239 are incorporated
by reference in Part II hereof.

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ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.

         The fourth and final sentence of the final paragraph of Item 7, under
the heading "New Pronouncements," is hereby replaced with the following
sentence:

Actual performance and results of operations may differ materially from those
projected or suggested in the forward-looking statements due to certain risks
and uncertainties including, without limitation, risks associated with
fluctuations in the Company's operating results, volume and timing of orders
received, changes in the mix of products sold, competitive pricing pressure, the
Company's ability to meet or renegotiate customer demands, the Company's ability
to anticipate changes in the market, the Company's ability to finance its
operations on terms that are acceptable, the Company's ability to attract and
retain qualified personnel including the Company's management, changes in the
global economy, the dependence on certain key customers, the Company's ability
to realize sufficient margins on sales of its products, the availability and
timing of funding for the Company's current products and the development of
future products as well as those discussed in the section entitled "Risk
Factors" in the Prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) on October 8, 1999 (which section is hereby incorporated
by reference herein).


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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                               LeCROY CORPORATION

November 12, 1999                         By    /S/ JOHN C. MAAG
                                                ----------------
                                                  John C. Maag
                                Vice President-Finance, Chief Financial Officer,
                                            Secretary and Treasurer


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.

<TABLE>
<CAPTION>
               Signature                                 Title                                  Date

<S>                                      <C>                                             <C>
  /S/ CHARLES A. DICKINSON                Chairman of the Board and Director              November 12, 1999
-----------------------------------
     Charles A. Dickinson

  /S/ LUTZ P. HENCKELS                    President, Chief Executive Officer              November 12, 1999
-----------------------------------                  and Director
     Lutz P. Henckels                         (Principal Executive Officer)



  /S/ JOHN C. MAAG                           Vice President--Finance, Chief                November 12, 1999
-----------------------------------           Financial Officer, Secretary
     John C. Maag                                   and Treasurer
                                             (Principal Accounting Officer)


  /S/ ROBERT E. ANDERSON                               Director                           November 12, 1999
-----------------------------------
     Robert E. Anderson


  /S/ WALTER O. LECROY, JR.                            Director                           November 12, 1999
-----------------------------------
     Walter O. LeCroy, Jr.


  /S/ DOUGLAS A. KINGSLEY                              Director                           November 12, 1999
-----------------------------------
     Douglas A. Kingsley


  /S/ WILLIAM G. SCHEERER                              Director                           November 12, 1999
-----------------------------------
     William G. Scheerer


  /S/ ALLYN C. WOODWARD JR.                            Director                           November 12, 1999
---------------------------
     Allyn C. Woodward, Jr.

</TABLE>





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