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                                                                   EXHIBIT 10.37


                                                                      Exhibit D

                AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

                  AMENDMENT NO. 1 dated as of September 30, 1996 to the
REGISTRATION RIGHTS AGREEMENT, dated March 29, 1996 among AURORA ELECTRONICS,
INC., a Delaware corporation (the "Company"), and the parties listed on Schedule
I thereto (collectively, the "Purchasers").

                  WHEREAS, the Company and two of the Purchasers, Welsh, Carson,
Anderson & Stowe VII, L.P. ("WCAS VII") and WCAS Capital Partners II, L.P.
("WCAS CP II"), have entered into a Financial Support Agreement dated as of the
date hereof (the "Financial Support Agreement"), pursuant to which, upon the
terms and subject to the conditions contained therein, the Company has agreed to
issue and deliver to WCAS VII and WCAS CP II warrants to purchase up to the
aggregate number of shares of Common Stock, $.03 par value, of the Company (the
"Warrants") calculated in the manner set forth therein;

                  WHEREAS, in consideration of the additional investment being
made by WCAS VII and WCAS CP II and in order to induce them to consummate the
transactions contemplated by the Financial Support Agreement, the Company and
the Purchasers desire to amend the terms of the Registration Rights Agreement to
provide WCAS VII and WCAS CP II with registration rights with respect to the
Common Stock issuable upon exercise of the Warrants; and

                  WHEREAS the Purchasers signatory hereto are the holders of not
less than a majority of the Restricted Stock (as defined in the Registration
Rights Agreement) currently outstanding, as required by Section 13(d) of the
Registration Rights Agreement;

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained and for certain other good and valuable
consideration the sufficiency and receipt of which is hereby acknowledged, the
parties hereby agree as follows:

                  SECTION 1.        Amendment to Introductory Paragraph.
The introductory paragraph of the Registration Rights Agreement
is hereby amended and restated in its entirety to read as fol-
lows:

                  "This will confirm that (1) with respect to the several
         individuals and entities named as Purchasers in the Securities Purchase
         Agreement dated as of February 21, 1996, as amended (the "Purchase
         Agreement"), among Aurora Electron-
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         ics, Inc., a Delaware corporation (the "Company"), Welsh, Carson,
         Anderson & Stowe VII, L.P., a Delaware limited partnership ("WCAS
         VII"), WCAS Capital Partners II, L.P., a Delaware limited partnership
         ("WCAS CP II"), and the several persons named therein, in consideration
         of (i) the purchase by WCAS VII and the several persons (other than
         WCAS CP II) named in Schedule I hereto (collectively, "the Preferred
         Share Purchasers") from the Company of 400,000 shares (the "Preferred
         Shares") of Convertible Preferred Stock, $.01 par value ("Convertible
         Preferred Stock"), of the Company, and (ii) the purchase by WCAS CP II
         of (x) the Company's 10% Senior Subordinated Note due September 30,
         2001, in the principal amount of $10,000,000, and (y) 607,211 shares
         (the "Common Shares") of Common Stock, $.03 par value ("Common Stock"),
         of the Company, all on the terms and subject to the conditions set
         forth in the Purchase Agreement, and as an inducement to the Purchasers
         to consummate the transactions contemplated by the Purchase Agreement,
         and (2) with respect to each of WCAS VII and WCAS CP II, in
         consideration of the additional financial risk that each of them is
         assuming by virtue of the issuance of the "Guarantees" (as defined in
         the Financial Support Agreement dated as of the date hereof among the
         Company, Aurora Electronics Group, Inc., WCAS VII and WCAS CP II (the
         "Financial Support Agreement"), and as an inducement to WCAS VII and
         WCAS CP II to consummate the transactions contemplated by the Financial
         Support Agreement, the Company hereby covenants and agrees with each of
         you, and with each subsequent holder of Restricted Stock (as defined
         herein) as follows:"

                  SECTION 2.        Amendment to Section 2.  Section 2 is
hereby amended and restated to read in its entirety as follows:

                  "Each certificate representing the Common Shares, each
         certificate representing the Preferred Shares, each certificate
         representing the Conversion Shares, each certificate representing
         shares of Common Stock issued upon exercise of the warrants issued
         pursuant to the Financial Support Agreement (the "Warrants") and each
         certificate issued upon exchange, adjustment or transfer of any of the
         foregoing, other than in a public sale or as otherwise permitted by the
         last paragraph of Section 3 hereof, shall be stamped or otherwise
         imprinted with a legend substantially in the following form:

                  "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE
                  SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE
                  BEEN REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM
                  REGISTRATION IS AVAILABLE."
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                  SECTION 3. Amendment to Section 4(a). The following proviso
shall be added to the end of the first sentence of Section 4(a):

         "; and provided, further, however, that, in any underwritten public
         offering contemplated by Section 4, 5 or 6 hereof, the holders of
         Warrants shall be entitled to sell such Warrants to the underwriters
         for exercise and the sale of the shares of Common Stock issued upon
         such exercise."

                  SECTION 4.        Miscellaneous.

                  (a) The Registration Rights Agreement, as amended by this
         Amendment, is hereby in all respects confirmed.

                  (b) This Amendment shall be governed by and construed in
         accordance with the laws of the State of New York, without regard to
         its conflicts of law rules.

                  (c) This Amendment may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.
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                  IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 to Registration Rights Agreement as of the date first above written.

                                           
                                                AURORA ELECTRONICS, INC.

                                                By_____________________________



THE PURCHASERS:

WELSH, CARSON, ANDERSON & STOWE VII, L.P.
By WCAS VII Partners, L.P., General Partner

By:________________________________________


WCAS CAPITAL PARTNERS II, L.P.
By WCAS CP II Partners, General Partner

By:________________________________________


WCAS INFORMATION PARTNERS, L.P.

By:________________________________________


THE HARVEY CASH TRUST

By:________________________________________

                     Trustee


___________________________________________
            Jim C. Cowart
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CHEMICAL EQUITY ASSOCIATES,
A California Limited Partnership
By Chemical Venture Partners,
            General Partner

By:_____________________________


________________________________
            Bruce K. Anderson

________________________________
           Russell L. Carson

________________________________
           Anthony J. de Nicola

________________________________
           James B. Hoover

________________________________
          Thomas E. McInerney

________________________________        
          Robert A. Minicucci

________________________________
           Andrew M. Paul

________________________________
           Paul B. Queally

________________________________
           Richard H. Stowe
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________________________________
          Laura M. VanBuren

________________________________
          Patrick J. Welsh