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                                                                   Exhibit 10.24

                SECOND AMENDMENT TO CONTINGENT WARRANT AGREEMENT
                ------------------------------------------------

         THIS SECOND AMENDMENT TO CONTINGENT WARRANT AGREEMENT ("Second
Amendment"), dated as of June 29, 2001 is among Advanced Lighting Technologies,
Inc., an Ohio corporation (the "Company"), General Electric Company, a New York
corporation ("Purchaser"), Wayne R. Hellman ("Hellman"), Hellman, Ltd., an Ohio
limited liability company ("Hellman Ltd."), Wayne R. Hellman, as voting trustee
under Voting Trust Agreement dated October 10, 1995, Alan J. Ruud ("Ruud"), and
Alan J. Ruud, as voting trustee under Voting Trust Agreement dated January 2,
1998.

         WHEREAS, the parties entered into a Contingent Warrant Agreement dated
September 30, 1999, as amended by an Amendment to Contingent Warrant Agreement
dated as of August 31, 2000 (the "Agreement"); and

         WHEREAS, the parties desire to amend the Agreement as provided in this
Second Amendment;

         NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties, intending to be legally bound, agree as follows:

         1.       The Section 2.2a of the Agreement is hereby amended to read
in its entirety as follows:

                  a.   The Company shall not permit the average of the Company's
                  EBITDA Ratio for any two consecutive fiscal quarters,
                  commencing with the average for the fiscal quarters ending
                  September 30, 1999 and December 31, 1999, and continuing each
                  fiscal quarter thereafter (each, a "Determination Period") to
                  be less than the Required Ratio. The following periods, which
                  would otherwise be "Determination Periods" for the purpose of
                  this Agreement, will not be considered "Determination
                  Periods": the two consecutive fiscal quarters ended June 30,
                  2000, the two consecutive fiscal quarters ended September 30,
                  2000 and the two consecutive fiscal quarters ended June 30,
                  2001. Notwithstanding the fact that the two fiscal quarters
                  ended June 30, 2000, the two fiscal quarters ended September
                  30, 2000 and the two fiscal quarters ended June 30, 2001 do
                  not constitute Determination Periods, (i) the quarter ended
                  September 30, 2000 shall be included in the Company's EBITDA
                  Ratio for the Determination Period ended December 31, 2000,
                  (ii) the quarter ended June 30, 2001 shall be included in the
                  Company's EBITDA Ratio for the Determination Period ended
                  September 30, 2001, (iii) each of the quarters ended June 30,
                  2000, September 30, 2000 and June 30, 2001 shall be a fiscal
                  quarter for purposes of Section 2.2e of this Agreement, and
                  (iv) the Company shall be required to furnish to Purchaser the
                  report described in Section 2.2f of this Agreement for the two
                  consecutive fiscal quarters ended June 30, 2000, the two
                  consecutive fiscal quarters ended September 30, 2000 and the
                  two consecutive fiscal quarters ended June 30, 2001.



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         2.       All other provisions of the Agreement shall remain in full
force and effect.


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         IN WITNESS WHEREOF, parties hereto have each caused this Second
Amendment to be executed in the name and on behalf of each of them one of their
respective officers thereunto duly authorized, as of the date first above
written.

                           THE COMPANY:

                           ADVANCED LIGHTING TECHNOLOGIES, INC.

                           By:  /s/ Steven C. Potts
                               ----------------------------------------------
                           Name: Steven C. Potts
                                ---------------------------------------------
                           Title: Chief Financial Officer
                                 --------------------------------------------

                            /s/ Wayne R. Hellman
                           --------------------------------------------------
                           Wayne R. Hellman

                            /s/ Wayne R. Hellman
                           --------------------------------------------------
                           Wayne R. Hellman, as voting trustee under
                           Voting Trust Agreement dated October 10, 1995,
                           as amended

                           HELLMAN LTD.

                           By: /s/ Wayne R. Hellman
                              -----------------------------------------------
                           Its:         Managing Member
                               ----------------------------------------------


                            /s/ Alan J. Ruud
                           --------------------------------------------------
                           Alan J. Ruud

                            /s/ Alan J. Ruud
                           --------------------------------------------------
                           Alan J. Ruud, as voting trustee under Voting Trust
                           Agreement dated January 2, 1998, as amended

                           PURCHASER:

                           GENERAL ELECTRIC COMPANY

                           By: /s/ Matthew Espe
                              -----------------------------------------------
                           Name: Matthew Espe
                                ---------------------------------------------
                           Title: President & CEO GE LTG.
                                 --------------------------------------------




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