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

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                                  FORM 10-K/A



                       AMENDMENT NO. 1 TO ANNUAL REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

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For the fiscal year ended September 30, 1997              Commission file number 0-24604
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                         TIVOLI INDUSTRIES, INC.
          (Exact name of Registrant as specified in its charter)


        California                                       95-2786709
(State or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)


           1513 EAST ST. GERTRUDE PLACE, SANTA ANA, CALIFORNIA 92705
         (Address of principal executive offices, including zip code)


                                (714) 957-6101
             (Registrant's telephone number, including area code)


       Securities registered pursuant to Section 12(b) of the Act:  NONE


Securities registered pursuant to Section 12(g) of the Act:  COMMON STOCK, 
$.001 PAR VALUE

      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 and 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 any further amendment to the Registrant's 
Form 10-K. ____

      The approximate aggregate market value of the Common Stock held by 
non-affiliates of the Registrant, based upon the closing price of the Common 
Stock reported on the Nasdaq SmallCap market was $5,550,883 as of January 6, 
1998.

      The number of shares of Common Stock outstanding as of January 6, 1998 was
3,937,871


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                            TIVOLI INDUSTRIES, INC.

                                     INDEX

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Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance with
          Section 16(a) of the Exchange Act..................................................................    3

Item 12.  Certain Relationships and Related Transactions.....................................................    3

SIGNATURES...................................................................................................    4
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ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The last paragraph under Item 9 in the Form 10-KSB is amended and restated as 
follows:

     To the Company's knowledge, based solely on a review of the copies of such 
reports furnished to the Company during the fiscal year ended September 30, 
1997, all Section 16(a) filing requirements applicable to the officers, 
directors, and greater than 10 percent beneficial owners were complied with, 
except that Mr. Kimmel inadvertently filed his initial transaction report on 
Form 3 late upon joining the Company, and Mr. Morris filed one transaction 
report late due to an inadvertent failure to report a warrant grant.

Item 12 of the Form 10-KSB is amended and restated in its entirety as follows:

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     For a description of the employment agreement between the Company and Mr. 
Walsh, see "Item 10 - Executive Compensation." For a description of warrants 
granted to certain directors during the fiscal year, see "Recent Sales of 
Unregistered Securities."

     In September 1996, the Company extended a loan of $50,000 to Terrence C.
Walsh, President and Chief Executive Officer. The loan bears interest at a 6%
annualized rate, and is due and payable in September 1999. The loan is
collateralized by 70,000 shares of the Company's Common Stock owned by Mr.
Walsh.

     In March 1997, the Company entered into an agreement with Hill Thompson
Capital Markets Inc. ("Hill Thompson") under which Hill Thompson would provide
certain investment banking services to the Company. Hill Thompson will pay
Gerald Morris a finder's fee in the amount of 20% of all consideration paid to
Hill Thompson by the Company; Mr. Morris is a director of the Company. During
the fiscal year ended September 30, 1997, Mr. Morris received a rental credit in
the amount of $3,500 from Hill Thompson. Mr. Morris is also entitled to a 20%
allocation of the warrants issued by the Company to Hill Thompson during the
fiscal year for the purchase of an aggregate of 100,000 shares of the Company's
Common Stock. See "Recent Sales of Unregistered Securities" for a description of
the warrants issued to Hill Thompson.

     Management of the Company believes that the foregoing transactions were in
the Company's best interests. As a matter of policy, all future transactions
between the Company and any of its executive officers, directors, or principal
shareholders, or any of their affiliates, will be on terms that a majority of
the independent, disinterested members of the Company's Board of Directors
believe to be no less favorable to the Company than those that could have been
obtained from an unaffiliated third party in an arms-length transaction, and
will be approved by such majority.

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                                  SIGNATURES
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     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.

                                               TIVOLI INDUSTRIES, INC.


                                               By:/s/ Terrence C. Walsh
                                                  ---------------------------
                                                      Terrence C. Walsh
                                                      Chairman and Chief 
                                                        Executive Officer

              
                                               Date:  January 8, 1998