FORM 10-K/A
                                 AMENDMENT NO. 2

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997

                                       OR

[ ]      TRANSITION PERIOD PURUSANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________________ to _____________________

                           COMMISSION FILE NO: 1-9917

                             CATALINA LIGHTING, INC.
             (Exact name of Registrant as specified in its charter)

            FLORIDA                                           59-1548266
State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization                          Identification Number)

                  18191 N.W. 68TH AVENUE, MIAMI, FLORIDA 33015
           (Address of principal executive offices including zip code)

                                 (305) 558-4777
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

  TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED

Common Stock, par value                        New York Stock Exchange
    $.01 per share

        Securities registered pursuant to Section 12(g) of the Act: None

                                 SECTION AMENDED

                                    PART III

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         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 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 definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K.[ ]

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                                    PART III

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth, to the best knowledge of the Company,
information with respect to the Company's Common Stock beneficially owned on
January 8, 1998 by those who were the beneficial owner of more than 5% of the
Company's stock.

 NAME AND ADDRESS OF                    COMMON STOCK
 BENEFICIAL OWNER                   BENEFICIALLY OWNED(1)  PERCENTAGE
----------------------------------  ---------------------  ----------

Nathan Katz.......................       630,742(2)            8.6%
55 Norfolk Avenue
Easton, MA

Wai Check Lau.....................       588,200(3)            8.3%
6/F, Kenning Industrial Bldg.
19 Wang Hoi Road
Kowloon Bay, Hong Kong

Robert Hersh......................       433,300(4),(7)        5.8%
18191 N.W. 68th Avenue
Miami, Florida 33015

Dean S. Rappaport.................       367,100(5),(7)        4.9%
18191 N.W. 68th Avenue
Miami, Florida 33015

William D. Stewart................       265,500(6),(7)        3.6%
18191 N.W. 68th Avenue
Miami, Florida 33015

Heartland Advisors, Inc...........       765,000(8)           10.8%
790 North Milwaukee Street
Milwaukee, WI 53202

Dimensional Fund Advisors, Inc.          450,000(9)            6.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 9040

---------------------------------

(1)  Includes shares which may be acquired pursuant to vested stock options and
     options which become exercisable 60 days thereafter or shares for which the
     stockholder has the power to direct the vote.

(2)  Includes 55,000 shares purchasable upon the exercise of options at $1.75
     per share, 50,000 shares purchasable at $4.875 per share, 50,000 shares
     purchasable at $5.25 per share and 62,500 shares purchasable at $6.75 per
     share.

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(3)  Includes 477,500 shares issued to Go-Gro Holdings Limited, which is owned
     by Wai Check Lau and 7,500 shares issued to Amy Yuen Ying Lau Cheung, the
     wife of Wai Check Lau. In July 1994, as part of the acquisition of Go-Gro
     Industries Limited ("Go-Gro"), Wai Check Lau and Amy Yuen Ying Lau Cheung
     each delivered an irrevocable proxy to Catalina Asia, an entity controlled
     by the Company. Catalina Asia has a proxy to vote 558,200 shares
     beneficially owned by Mr. Lau and an additional 80,400 shares of the
     Company also issued to previous shareholders of Go-Gro upon the
     acquisition. The 638,600 shares are voted at the direction of Messrs.
     Hersh, Rappaport, and Stewart, members of the Board of Directors of
     Catalina Asia.

(4)  Includes shares subject to options to purchase 109,200 shares at $1.75 per
     share, 50,000 shares at $3.375 per share, 50,000 shares at $4.875 per
     share, 50,000 shares at $4.125 per share and 62,500 shares at $6.75 per
     share.

(5)  Includes shares subject to options to purchase 106,600 shares at $1.75 per
     share, 50,000 shares at $3.375 per share, 50,000 shares at $4.875 per
     share, 50,000 shares at $4.125 per share and 62,500 shares at $6.75 per
     share.

(6)  Includes shares subject to options to purchase 20,000 shares at $1.75 per
     share, 30,000 shares at $2.50 per share, 20,000 shares at $3.375 per share,
     50,000 shares at $4.875 per share, 50,000 shares at $4.125 per share and
     62,500 shares at $6.75 per share.

(7)  In addition, Messrs. Hersh, Rappaport and Stewart, jointly have a power to
     vote 638,600 shares owned by previous shareholders of Go-Gro Industries
     Limited pursuant to irrevocable proxies. These shares are not included in
     their amounts of shares beneficially owned.

(8)  Heartland Advisors, Inc., a registered investment advisor, is deemed to
     have beneficial ownership of 765,000 shares of Catalina Lighting, Inc.
     stock, all of which shares are held in investment advisory accounts. As a
     result, various persons have the right to receive or the power to direct
     the receipt of dividends from, or the proceeds from the sale of, the
     securities. The interest of one such account, Heartland Value Fund, a
     series of Heartland Group, Inc., a registered investment company, relates
     to more than 5% of the class.

(9)  Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
     advisor, is deemed to have beneficial ownership of 450,000 shares of
     Catalina Lighting, Inc. stock, all of which shares are held in portfolios
     of DFA Investment Dimensions Group Inc., a registered open-end investment
     company, or in series of the DFA Investment Trust Company, a Delaware
     business trust, or the DFA Group Trust and DFA Participation Group Trust,
     investment vehicles for qualified employee benefit plans, all of which
     Dimensional Fund Advisors Inc. serves as investment manager. Dimensional
     disclaims beneficial ownership of all such shares.

FILINGS UNDER SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership of such securities with the Securities and
Exchange Commission and the New York Stock Exchange. Officers, directors and
greater than ten-percent beneficial owners are required by applicable
regulations to furnish the Company with copies of all Section 16(a) forms they
file. The Company is not aware of any beneficial owner of more than ten percent
of its Common Stock.

         Based solely upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons that no Form
4's were required, the Company believes that, all filing requirements applicable
to its officers and directors were complied with during the 1997 fiscal year,
except Robert Wachs who inadvertently filed a report late on December 17, 1996
related to 4,950 shares purchased in October 1996.

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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

         The following table sets forth, to the best knowledge of the Company,
the shares of Common Stock beneficially owned at January 8, 1998 by each
director and executive officer and by all executive officers and directors of
the Company as a group.

                                             COMMON STOCK
                                             BENEFICIALLY
      NAME OF BENEFICIAL OWNER                 OWNED(1)        PERCENTAGE
--------------------------------------    -----------------    ----------
Robert Hersh.........................       433,300(2),(14)        5.8%

Dean S. Rappaport....................       367,100(3),(14)        4.9%

William D. Stewart...................       265,500(4),(14)        3.6%

Leonard Sokolow......................        39,000(5)               *

Robert Wachs.........................       107,250(6)             1.5%

Ryan Burrow..........................         8,700(7)               *

Henry Latimer........................         2,495(8)               *

Jeffrey Silverman....................        25,000                  *

Nathan Katz..........................       630,742(9)             8.6%

Wai Check Lau........................       588,200(10)            8.3%

Janet P. Ailstock....................        66,833(11)              *

Thomas Bluth.........................        22,833(12)              *

David Sasnett........................        18,100(13)              *

All executive officers and directors
of the Company and its subsidiaries
as a group (13 persons)..............     2,655,453(15)           31.6%

   * less than 1%

---------------------------

(1)  Includes shares which may be acquired pursuant to vested stock options and
     options which become exercisable 60 days thereafter.

(2)  Includes shares subject to options to purchase 109,200 shares at $1.75 per
     share, 50,000 shares at $3.375 per share, 50,000 shares at $4.875 per
     share, 50,000 shares at $4.125 per share and 62,500 shares at $6.75 per
     share.

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(3)  Includes shares subject to options to purchase 106,600 shares at $1.75 per
     share, 50,000 shares at $3.375 per share, 50,000 shares at $4.875 per
     share, 50,000 shares at $4.125 per share and 62,500 shares at $6.75 per
     share.

(4)  Includes shares subject to options to purchase 20,000 shares at $1.75 per
     share, 30,000 shares at $2.50 per share, 20,000 shares at $3.375 per share,
     50,000 shares at $4.875 per share, 50,000 shares at $4.125 per share and
     62,500 shares at $6.75 per share.

(5)  Includes shares subject to options to purchase 25,000 shares at $4.875 per
     share, 2,000 shares at $7.875 per share, 2,000 shares at $5.375 per share,
     2,000 shares at $6.875 per share, 2,000 shares at $10.75 per share, 2,000
     shares at $6.625 per share and 2,000 shares at $6.25 per share.

(6)  Includes shares subject to options to purchase 50,000 shares at $1.75 per
     share, 25,000 shares options at $4.875 per share, 2,000 shares at $12.125
     per share, 2,000 shares at $7.875 per share, 2,000 shares at $3.375 per
     share, 2,000 shares at $5.375 per share, 2,000 shares at $6.875 per share,
     2,000 shares at $10.75 per share, 2,000 shares at $6.625 per share and
     2,000 shares at $6.25. Also includes 2,450 shares owned by members of Mr.
     Wach's immediate family.

(7)  Includes 500 shares owned by Mr. Burrow's wife and shares subject to
     options to purchase 2,000 shares at $6.625, 2,000 shares at $10.75 and
     2,000 shares at $6.25.

(8)  Includes shares subject to options to purchase 2,000 shares at $6.25 per
     share.

(9)  Includes 55,000 shares purchasable upon the exercise of options at $1.75
     per share, 50,000 shares purchasable at $4.875 per share, 50,000 shares
     purchasable at $5.25 per share and 62,500 shares purchasable at $6.75 per
     share.

(10) Includes 477,500 shares issued to Go-Gro Holdings Limited, which is owned
     by Wai Check Lau and 7,500 shares issued to Amy Yuen Ying Lau Cheung, the
     wife of Wai Check Lau. In July 1994, as part of the acquisition of Go-Gro
     Industries Limited ("Go-Gro"), Wai Check Lau and Amy Yuen Ying Lau Cheung
     each delivered an irrevocable proxy to Catalina Asia, an entity controlled
     by the Company. Catalina Asia has a proxy to vote 558,200 shares
     beneficially owned by Mr. Lau and an additional 80,400 shares of the
     Company also issued to previous shareholders of Go-Gro upon the
     acquisition. The 638,600 shares are voted at the direction of Messrs.
     Hersh, Rappaport, and Stewart, members of the Board of Directors of
     Catalina Asia.

(11) Includes shares subject to options to purchase 35,833 shares at $4.125 per
     share.

(12) Includes 20,833 shares purchasable upon the exercise of options at $4.125
     per share.

(13) Includes 17,500 shares purchasable upon the exercise of options at $4.125
     per share.

(14) Messrs. Hersh, Rappaport and Stewart, jointly have a power to vote 638,600
     shares owned by previous shareholders of Go-Gro Industries Limited pursuant
     to irrevocable proxies. These shares are not included in the amount of
     shares beneficially owned by these executive officers.

(15) Includes an additional 80,400 shares owned by previous shareholders of
     Go-Gro Industries Limited. These shares are included in the 638,600 shares
     which Messrs. Hersh, Rappaport and Stewart jointly have a power to vote
     pursuant to irrevocable proxies.

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                                   SIGNATURES

         Pursuant to the requirements of Section 13 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.

                                       CATALINA LIGHTING, INC.

                                          By:     /s/ David W. Sasnett
                                                  ------------------------------
                                                  Chief Financial Officer and
                                                  Chief Accounting Officer

                                                  February 5, 1998

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