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                       Securities and Exchange Commission
                             Washington, D.C. 20549

   
                                  FORM 10-K/A-2
    

(Mark One)

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange 
    Act of 1934 

    For the fiscal year ended   DECEMBER 31, 1997
                              --------------------

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 

    For the transition period from _________________ to _______________

    Commission File No. 000-18680


                                  MODTECH, INC.
                (Name of registrant as specified in its charter)


          CALIFORNIA                                          33-0044888
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)


                 2830 Barrett Avenue, Perris, California 92572
          (Address of principal executive offices, including Zip Code)

       Registrant's telephone number, including area code: (909) 943-4014


       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:
                          COMMON STOCK, $.01 PAR VALUE
                                (Title of Class)

        Indicate by checkmark whether the registrant (1) 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 checkmark 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. [ ]

        The aggregate market value of the voting stock held by non-affiliates as
of March 27, 1998, was $98,036,818. As of March 27, 1998, shares entitled to
cast an aggregate of 9,856,169 votes were outstanding, including 9,856,169
shares of registrant's Common Stock.

        The documents incorporated by reference into this Form 10-K and the
Parts hereof into which said documents are incorporated are: The information
required by Part IV of Form 10-K is incorporated herein by reference to
registrant's definitive proxy statement to be filed not later than 120 days
after the end of the fiscal year covered hereby.

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

         (a) The following documents are filed as part of this report:

             3. Exhibits.

               Exhibit
               Number                   Name of Exhibit
               -------                  ---------------

                 3.1*     Articles of Incorporation

                 3.2*     Bylaws

   
                10.1**    Modtech, Inc.'s 1996 Stock Option Plan
    

                10.3*     Employment Agreement between the Company and Evan M.
                          Gruber.

   
                10.5***   Amendment to Loan and Security Agreement

                10.10*    Industrial Development Bond agreements
    

                10.12*    Lease between the Company and Pacific Continental
                          Modular Enterprises, relating to the Barrett Street
                          property in Perris, California.

                10.13*    Lease between the Company and Gerald Bashaw, relating
                          to the Morgan Street Property in Perris, California. 

                10.14*    Lease between the Company and BMG, relating to the
                          property in Lathrop, California

                10.15*    Form of Indemnity Agreement between the Company and
                          its executive officers and directors.
---------------
   
*         Incorporated by reference from the Company's Registration Statement on
          Form S-1 filed with the Commission on June 5, 1990 (Commission File
          No. 33-35239).

**        Incorporated by reference from the Company's Registration Statement on
          Form S-8 filed with the Commission on December 11, 1996 (Commission
          File No. 333-17623).

***       Incorporated by reference from the Company's Registration Statement on
          Form S-1 filed with the Commission on October 9, 1997 (Commission File
          No. 333-37473).
    


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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.

   
Date: January 11, 1999.
    

                                     MODTECH, INC., a California corporation


                                     By: /s/ Evan M. Gruber
                                         ---------------------------------------
                                         Evan M. Gruber, 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.

   
<TABLE>
<CAPTION>
            Signature                              Title                            Date
            ---------                              -----                            ----
<S>                                     <C>                                    <C>
/s/ Gerald B. Bashaw                    Director, Chairman of the Board        January 11, 1999
----------------------------------
Gerald B. Bashaw


/s/ Robert W. Campbell                  Director                               January 11, 1999
----------------------------------
Robert W. Campbell


/s/ Daniel J. Donahoe                   Director                               January 11, 1999
----------------------------------
Daniel J. Donahoe


/s/ James D. Goldenetz                  Director                               January 11, 1999
----------------------------------
James D. Goldenetz


/s/ Evan M. Gruber                      Director, Chief Executive Officer      January 11, 1999
----------------------------------
Evan M. Gruber


/s/ Charles C. McGettigan               Director                               January 11, 1999
----------------------------------
Charles C. McGettigan


/s/ Myron A. Wick III                   Director                               January 11, 1999
----------------------------------
Myron A. Wick III
</TABLE>
    

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