FORM 10-K/A

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                  For the fiscal year ended September 30, 2000

                           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

                                Sections Amended

                                    Part III

Item 10. Directors and Executive Officers of the Registrant.

Item 11. Executive Compensation.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

Item 13. Certain Relationships and Related Transactions.

         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. [ ]

                                  Page 1 of 15
<PAGE>

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

                        Directors and Executive Officers

         The following table sets forth information with respect to the
Directors and Executive Officers of the Company as of January 22, 2001:

         Name             Age               Position With the Company
----------------------   ----      ---------------------------------------------

Robert Hersh              54       Chairman, Chief Executive Officer,
                                   President, Director

Ryan Burrow               40       Director

Robert Lanzillotti        79       Director

Henry Latimer             63       Director

Jesse Luxton              58       Director

Howard Steinberg          70       Director

Brion Wise                55       Director

Dean Rappaport            49       Executive Vice President, Chief Operating
                                   Officer

Nathan Katz               45       Executive Vice President

David W. Sasnett          44       Senior Vice President, Chief Financial
                                   Officer, Treasurer, Secretary

         None of the Company's officers has any family relationship with any
director or other officer. Family relationship for this purpose means any
relationship by blood, marriage, or adoption, not more remote than first cousin.

         Robert Hersh is a co-founder of the Company, has been the President and
Chief Executive Officer of the Company since April 1991, Chairman of the Board
since June 1991 and a Director of the Company since April 1988. Mr. Hersh served
as the Executive Vice President of the Company from 1985 to April 1991 and as
Secretary from June 1989 until June 1991.

         Ryan Burrow has been a Director of the Company since April 1994. Since
March 1997, Mr. Burrow has been the President of BPI Global Asset Management
LLP, an investment management company managing over $4.4 billion in assets. Mr.
Burrow was Managing Director for STI Capital Management, a wholly owned
investment management subsidiary of SunTrust Banks, Inc., from August 1993 to
March 1997. Mr. Burrow served as a Senior Vice President of Sun Bank, N.A. from
February 1990 to August 1993 and from September 1987 to February 1990 was a
Senior Vice President for the Bank of New York/Irving Trust Company.

         Robert Lanzillotti has since 1986 held the positions of Dean Emeritus,
Eminent Scholar, Emeritus and Professor, Emeritus of Economics at the University
of Florida Graduate School of Business. From 1969 to 1986 Mr. Lanzillotti served
as the Dean of the Graduate School of Business of the University of Florida. Mr.
Lanzillotti has served as a consultant for a number of major corporations
including General Electric, International Materials Corp., Hughes Helicopters,
Jaguar Motor Company, Imperial Chemicals, Inc.; several large law firms in
Washington, D.C., New York and Miami, a number of governmental entities
including the ten state Attorneys General, The Federal Trade Commission, The
United States Department of Justice, United Arab Emirates, U.S. Government
Accounting Office, the U.S. Department of Commerce, and U.S. Census Bureau. Mr.
Lanzillotti also received a Presidential appointment as a member of the United
States Price Commission (1971-1973). Mr. Lazillotti has published extensive
articles and books regarding economic analysis of industry and competition and
has served as a Director of numerous public corporations including Florida
Progress, Jim Walter, Talquin Corporation and Florida First Service Corporation.
He holds Doctoral honorary degrees in Literature (University of Tampa, 1979) and
in Science (Florida Institute of Technology, 1979). He is President of the
International Schumpeter Society and is a member of the Antitrust Committee of
the American Bar Association; honorary member of the Florida Council of 100; Phi
Beta Kappa; Beta Gamma Sigma; Omicron Delta Kappa; Florida Blue Key
(Distinguished Faculty); Who's Who in America; Who's Who in Mid-West; Who's Who
in the South and Southwest; Who's Who in American Education; Who's Who in the
World and American Men in Science.

                                  Page 2 of 15
<PAGE>

         Henry Latimer has been a Director of the Company since February 1996.
Mr. Latimer has since 1994 been a partner with the law firm of Eckert, Seamans,
Cherin & Mellott, a national law firm employing over 200 attorneys in nine
cities. He is the Managing Partner of the Fort Lauderdale office and serves on
the National Executive Committee and Compensation Committee of Eckert, Seamans,
Cherin & Mellott. Mr. Latimer was formerly a partner with the law firm of Fine,
Jacobson, Schwartz, Nash & Block from 1983 to 1994, served as a Circuit Court
Judge in and for the Seventeenth Circuit, Broward County, Florida, from 1979 to
1983 and each year, was voted the most qualified Judge in that circuit by
lawyers in that circuit. Mr. Latimer presently serves as a director of Boca
Resorts, Inc., formerly Florida Panthers Holding, Inc., a company which owns
luxury resort hotels with shares traded on the New York Stock Exchange under the
symbol "RST". Mr. Latimer also serves on the Board of Trustees of the University
of Miami and the Broward Partnership for the Homeless.

         Jesse Luxton has been a Director of the Company since May 1999. He has
since 1997 served as a consultant to manufacturers and distributors of houseware
consumer products on issues raised in exporting from Asia and importing and
selling products in the U.S. From 1987 to 1997, Mr. Luxton served as a Director,
the President and Chief Executive Officer of National Picture and Frame Company,
a manufacturer of picture frames with annual sales of $73 million in 1997, whose
shares were traded on the NASDAQ from 1993 until 1997 under the symbol "NPAF".
Mr. Luxton serves on the Board of Directors of Glass Master Group, LLC, a
company involved in automotive and commercial replacement glass, was a
facilitator for the National Housewares Manufacturing Association and has
extensive experience in sales to retailers such as mass merchants, home centers,
hardware and specialty and warehouse clubs. Mr. Luxton serves on the marketing
advisory board of International Resources, Inc., a company that designs, sources
and markets Christmas collectibles to department and gift retailers and has
served on the Board of the National Housewares Manufacturing Association and
Southwest Texas State University Development Foundation. Mr. Luxton was also
honored as a Distinguished Alumnus in 1998 from Southwest Texas State
University.

         Howard Steinberg has been a Director of the Company since May 1999. He
has since August 1997 served as Chief Executive Officer and Director of PGM
Products, LLC, a supplier of wood products and ceramic tile to the country's
major home centers. PGM Products is the successor to Ply*Gem Manufacturing, a
division of PlyGem Industries, Inc., which was acquired by Nortek Industries in
August 1997. From 1975 until 1997, Mr. Steinberg served as Chief Executive
Officer of the Ply*Gem Manufacturing division of PlyGem Industries, Inc. From
1964 until 1975, he served as President and Chief Operating Officer of Ply*Gem
Paneling Centers, a paneling retail division of Ply*Gem Industries, Inc. Mr.
Steinberg is also the President and a Director of Acorn USA Holding LLC, a
holding company owning a majority interest in PGM Products, and is also a member
of the Board of Directors of the International Wood Products Association, which
represents the wood industry on legislative and regulatory matters affecting
imported wood products.

         Brion Wise has been a Director of the Company since May 1999. He is a
founder and served as Chief Executive Officer and Chairman of the Board of
Western Gas Resources ("WGR") from 1972 until 1999. He currently serves as
Chairman of the Board of WGR. WGR is an independent gas gathering, processor,
energy marketer, and oil and gas producer. Its shares are traded on the New York
Stock Exchange under the symbol "WGR". Mr. Wise is also a Chemical Engineer.
Prior to founding WGR, Mr. Wise worked as a gas processing engineer for Shell
Oil Company.

         Dean Rappaport became an Executive Vice President of the Company in
January 1988 and was a Director of the Company from April 1988 until May 1999.
From January 1988 to November 1996 Mr. Rappaport was Chief Financial Officer and
Treasurer of the Company. Mr. Rappaport became Chief Operating Officer of the
Company in November 1996.

                                  Page 3 of 15
<PAGE>

         Nathan Katz has been an Executive Vice President of the Company since
October 1, 1993 and Chief Executive Officer of Catalina Industries (formerly
known as Dana Lighting), a wholly-owned subsidiary of the Company, since August
1989. From October 1983 to August 1989, Mr. Katz was the Chief Executive Officer
of Dana Imports, Inc., an importer of lamps located in Boston, Massachusetts.

         David W. Sasnett became a Vice President of the Company in November
1994. In January 2001, Mr. Sasnett became Treasurer and Secretary of the
Company. In November 1997, he was promoted to Senior Vice President of the
Company. In November 1996, Mr. Sasnett became the Chief Financial Officer of the
Company. Prior to that time, he was the Company's Controller. From 1993 until he
joined the Company, Mr. Sasnett was the Vice President - Finance and Controller
of Hamilton Bank, N.A. and prior to 1993 was employed as a senior manager by the
international accounting and consulting firm of Deloitte & Touche.

                                  Page 4 of 15
<PAGE>

Item 11. EXECUTIVE COMPENSATION.

                       Compensation of Executive Officers

         The following table sets forth information about the compensation for
services in all capacities of the Company's CEO, each of the other four most
highly compensated Executive Officers of the Company serving as an Executive
Officer as of the end of each of the fiscal years ended September 30, 2000, 1999
and 1998 and one additional Executive Officer who left the employ of the Company
in December 1999.

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                    Annual Compensation 1   Long Term Compensation
  Name and Principal       Fiscal  -----------------------     Awards Securities          All Other
      Position              Year   Salary ($)  Bonus ($) 2   Underlying Options 3    Compensation ($) 4
---------------------      ------  ----------  -----------  ----------------------   ------------------
<S>                         <C>     <C>          <C>                <C>                  <C>
Robert Hersh                2000    329,815           --                 --                 3,200
   Chairman, CEO            1999    314,109      168,500                 --                 2,480
   and President            1998    299,151       26,190                 --                 1,600


Dean Rappaport              2000    296,832           --                 --                 3,200
   Executive Vice           1999    282,697      168,500            212,500 7               2,480
   President, Chief         1998    269,235       26,190                 --                22,600 10
   Operating Officer

Nathan Katz                 2000    296,832           --                 --                 3,200
   Executive Vice           1999    282,697      168,500            162,500 7               2,480
   President                1998    269,235       26,190                 --                22,600 10


David W. Sasnett            2000    190,000       20,000             15,000                 3,200
   Senior Vice              1999    169,100       20,000             42,000 8               2,480
   President, Chief         1998    151,068       15,000                 --                 1,549
   Financial Officer


Thomas M. Bluth 5           2000    160,000       10,000             15,000                 3,200
   Senior Vice              1999    143,333       45,000             32,500 9               2,241
   President,               1998    132,667       10,000                                    1,340
   Treasurer,
   Secretary

William D. Stewart 6        2000     70,100           --                 --               996,500
   Executive Vice           1999    282,697      168,500            212,500 7               2,480
   President                1998    269,235       26,190                 --                 1,600
</TABLE>

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

1        Perquisites and personal benefits furnished to the named Executive
         Officers do not meet the disclosure thresholds established under SEC
         regulations.
2        In accordance with their employment agreements, amounts for each of
         Messrs. Hersh, Rappaport, Stewart and Katz were equal to 1.67% of
         consolidated pre-tax income for the respective fiscal years ended
         September 30, 1999 and 1998. There were no bonuses for fiscal 2000.
3        Stock options vest annually in increments of one-third of the options
         granted.
4        The amounts disclosed in this column for 2000, except for Mr. Stewart,
         represent the Company's matching contributions to the Company's 401(k)
         plan. The amounts disclosed for 1999 and 1998 represent such
         contributions except for the amounts disclosed in 1998 for Messrs.
         Rappaport and Katz which included $1,600 for such contributions.
5        Mr. Bluth submitted his resignation from the Company effective December
         15, 2000. Pursuant to an agreement Mr. Bluth will provide consulting
         services to the Company through July 31, 2001.
6        Pursuant to a reorganization of the Company's executive management
         structure, Mr. Stewart left the employ of the Company in December 1999.
         Amount shown under "All Other Compensation" includes a payment of
         $809,000 to settle the Company's contractual employment obligation to
         Mr. Stewart and $187,500 for consulting services under a three-year
         non-compete and consulting agreement.

                                  Page 5 of 15
<PAGE>

7        Represents options granted in prior years which were repriced on
         December 11, 1998 - see separate section "Repricing of Stock Options."
8        Includes 20,000 options granted in prior years which were repriced on
         December 11, 1998 - see separate section "Repricing of Stock Options."
9        Includes 22,500 options granted in prior years which were repriced on
         December 11, 1998 - see separate section "Repricing of Stock Options."
10       Includes $21,000 in connection with the achievement of certain goals
         and the ongoing renegotiation of the executive's employment agreement
         with the Company.

Options Granted

         The following table shows all grants of options to the named Executive
Officers of the Company during the fiscal year ended September 30, 2000.
Pursuant to SEC rules, the table also shows the value of the options granted at
the end of the option terms (ten years) if the price of the Company's stock was
to appreciate annually by 5% and 10%, respectively. There is no assurance that
such stock price will appreciate at the rates shown in the table. The Company
does not have a plan whereby tandem stock appreciation rights ("SARS") are
granted.

<TABLE>
<CAPTION>
                             Option Grants in Fiscal Year 2000       Potential Realizable Value at
                                                                        Assumed Annual Rates of
                                                                        Stock Appreciation for
                                     Individual Grants                    Option Term ($) 2
                    --------------------------------------------------    ------------------
                                  % Total
                                  Options
                    Number of    Granted to
                    Underlying    Employees     Exercise
                     Options      in Fiscal    Price Per    Expiration
      Name           Granted      Year 2000    Share ($)1      Date         5%         10%
------------------    ------       -----         ------      --------     ------      ------
<S>                   <C>            <C>         <C>         <C>          <C>         <C>
Robert Hersh              --          --             --            --         --          --

Dean Rappaport            --          --             --            --         --          --

Nathan Katz               --          --             --            --         --          --

David W. Sasnett      15,000         3.3%        3.9375      6/4/2010     37,144      94,130

Thomas M. Bluth       15,000         3.3%        3.9375      6/4/2010     37,144      94,130

William D. Stewart        --          --             --            --         --          --
</TABLE>

1        Represents the fair market value of the common stock on the date of
         grant. For purposes of the option plan, fair market value is the
         closing market price of the common stock as reported on the New York
         Stock Exchange.

2        The amounts disclosed in these columns, which reflect appreciation of
         the Company's common stock price at the 5% and 10% rates dictated by
         the Securities and Exchange Commission, are not intended to be a
         forecast of the Company's common stock price and are not necessarily
         indicative of the actual values which may be realized by the named
         Executive Officers or the shareholders.

                                  Page 6 of 15
<PAGE>

Option Exercises and Holdings

         The following table provides information as to options exercised by
each of the named Executive Officers of the Company during the fiscal year ended
September 30, 2000 and the value of options held by such officers at September
30, 2000 based upon the closing price of the Company's stock on September 30,
2000.

                 Aggregated Option Exercises in Fiscal Year 2000
                     and Fiscal Year End 2000 Option Values

<TABLE>
<CAPTION>
                        Shares                        Number of Securities                 Value of
                     Acquired on       Value          Underlying Options at          In-the-Money Options at
      Name             Exercise      Realized 1         September 30, 2000            September 30, 2000 2
-----------------------------------------------    ---------------------------    ------------------------------
                                                   Exercisable   Unexercisable    Exercisable      Unexercisable
                                                    --------        --------        --------          --------
<S>                     <C>           <C>            <C>              <C>           <C>               <C>
Robert Hersh             45,000       $ 90,000       212,500              --        $  2,875                --

Dean Rappaport           50,000       $106,250       212,500              --        $212,500                --

Nathan Katz              55,000       $158,125       162,500              --        $162,500                --

David W. Sasnett             --             --        27,333          29,667        $ 26,563          $ 13,125

Thomas M. Bluth              --             --        25,833          21,667        $ 22,500                --

William D. Stewart      212,500       $504,688            --              --              --                --
</TABLE>

1        The value realized is computed by multiplying the difference between
         the exercise price of the stock option and the market price of the
         Common Stock on the date of exercise by the number of shares of Common
         Stock with respect to which the option was exercised.

2        Based on the closing price of the Company's stock on September 30, 2000
         of $3.4375.


Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

         The Company entered into employment agreements with Robert Hersh, Dean
Rappaport, William D. Stewart and Nathan Katz, which expire on September 30,
2001. Commencing October 1, 1993, Messrs. Hersh, Rappaport, Stewart and Katz's
base annual salaries were $246,112, $221,500, $221,500, and $221,500,
respectively, with annual increases of the greater of 5% or the percentage
increases in the consumer price index published by the U.S. Department of Labor
("U.S. Consumer Price Index"). Messrs. Hersh, Rappaport and Stewart each
received options to purchase 50,000 shares of Common Stock during each of the
fiscal years 1990 through 1993 under the terms of their respective contracts.
Mr. Katz received options to purchase 50,000 shares of common stock in both 1992
and 1993. Messrs. Hersh, Rappaport, Stewart and Katz each received options to
purchase 62,500 shares of Common Stock during fiscal year 1995. No options were
given during fiscal years 1994, 1996, 1997, 1998, 1999 and 2000. The
aforementioned were issued under the Company's 1987 Stock Option and Stock
Appreciation Rights Plan.

         In connection with the employment agreements of Messrs. Hersh,
Rappaport, Stewart and Katz, the Company agreed to fund a management bonus pool
(the "Pool") with 6.67 % of the Company's consolidated pre-tax profits, at the
end of each of the Company's fiscal years beginning with the year ending
September 30, 1990 (Mr. Katz was entitled to participate in the bonus pool
beginning October 1, 1993). Under the

                                  Page 7 of 15
<PAGE>

employment agreements described above, Messrs. Hersh, Rappaport, Stewart and
Katz were each entitled to one-fourth of the Pool. Bonuses were waived in 1990,
no amounts were distributed in 1991 and 1997 due to pre-tax losses and amounts
earned under the Pool in fiscal 1993, 1994, 1995, 1996, 1998, and 1999 totaled
approximately $356,000, $614,000, $60,000, $175,000, $105,000 and $674,000,
respectively. In October 1999, the Company amended their employment agreements
to eliminate the pool. The Company anticipates establishing a new bonus
arrangement with Messrs. Hersh, Rappaport and Katz for future fiscal years.

         Pursuant to a reorganization of the Company's executive management
structure, Mr. Stewart left the Company in December 1999. The Company agreed to
settle its contractual employment obligation to Mr. Stewart for a payment of
approximately $800,000. Mr. Stewart will continue to provide consulting services
under a three-year non-compete and consulting agreement for annual payments of
$250,000 through December 2002.

         The employment agreements with Messrs. Hersh, Rappaport and Katz each
provide that, in the event that (i) there is an Acquisition of Control, and (ii)
either the employee is employed by the Company on the 180th day following the
date on which the Acquisition of Control occurs, or the employee's employment
with the Company is terminated either by the Company without Cause or by the
employee with good reason within 180 days after the date on which the
Acquisition of Control occurs then the Company shall pay to the employee an
amount equal to three times the sum of the employee's salary for the then
current fiscal year and the bonus payable to the employee for the fiscal year
immediately preceding the current fiscal year. In addition, the Company shall
continue to provide benefits to the employee for a three-year period. If the
employee's employment with the Company terminates for any reason other than for
cause within one year following an Acquisition of Control, then the employee
shall have the option, for thirty days after the date of such termination of
employment, to enter into a three-year consulting and non-competition agreement
for $250,000 per year which shall take effect as of the date it is executed and
delivered to the Company. Payments under the agreements by the Company after an
Acquisition of Control are however, limited to the amount which would be
deductible by the Company under the Internal Revenue Code of 1986, as amended.
An Acquisition of Control is deemed to occur upon (i) the acquisition of 21% of
the Company's voting power, (ii) the election of three or more directors without
approval of the incumbent directors, as defined, within a twelve-month period,
or (iii) the incumbent directors becoming less than a majority of the Board of
Directors of the Company. The agreements also provide for payments of three
times annual compensation if employment is terminated without cause by the
Company or for good reason by the employee, and a lump sum payment equal to two
times the employee's annual salary and two times the employee's annual benefits
if the agreement is not renewed upon its expiration.

         Effective October 1, 2000, the Company entered into an employment
agreement with David W. Sasnett that replaced his change in Control agreement
with the Company. This agreement expires September 30, 2001 and provides for an
annual salary of $210,000 and a severance payment equal to (i) the prorata
portion of the employee's annual salary for the remainder of the agreement term
plus an amount equal to the employee's annual salary and benefits if the
employee is terminated without "cause", as defined in the agreement or (ii) the
employee's annual salary and annual benefits if the agreement is not renewed
upon its expiration. This employee agreement also provides for a lump sum
payment equal to two times the sum of the employee's annual salary and annual
benefits upon an "Acquisition of Control" of the Company, which is defined by
the agreement as (i) the acquisition, without majority approval of the incumbent
Board of Directors, of 20% or more of the combined voting power of the Company's
outstanding common stock; (ii) the election of three or more directors of the
Company within any twelve-month period without the approval of a majority of the
then incumbent directors; or (iii) the incumbent directors ceasing at any time
to constitute a majority of the Company's Board of Directors. If the employee's
employment with the Company terminates for any reason other than for cause
within one year following an Acquisition of Control, then the employee shall
have the option, for thirty days after the date of such termination of
employment, to enter into a two-year consulting and non-competition agreement
for $50,000 per year which shall take effect as of the date it is executed and
delivered to the Company.

         The Company pays its proportional share of a reverse split-dollar life
insurance policy for Mr. Rappaport and Mr. Katz. In the event of the death of
Mr. Rappaport or Mr. Katz during the term of their employment agreements, the
Company would receive $1,000,000.

                                  Page 8 of 15
<PAGE>

Compensation of Directors

         Salaried employees of the Company do not receive any additional
compensation for serving as a Director or Committee member. Non-employee
Directors receive an annual retainer of $14,000 payable $7,000 in cash and in
the number of shares equal to $7,000 calculated on the basis of the fair market
value of the common stock on the date of the Annual Meeting. The stock is
restricted and vests after one year or on a pro rata basis if the Director
ceases to serve on the Board during the year. Directors also receive $1,000 per
Board meeting and Committee meeting attended. Messrs. Burrow, Lanzillotti,
Luxton, Steinberg and Wise are reimbursed for their travel expenses to Board and
Committee meetings.

Nonqualified Stock Options

         The Company from time to time issues non-qualified stock options to
purchase shares of Common Stock to its officers. All such options are issued
pursuant to individual stock option agreements and bear an exercise price equal
to or in excess of the market value of the Common Stock on the date of grant.
The period during which such options may be exercised varies, depending on the
optionee and the circumstances under which the options have been granted. The
exercise price of such options may be paid in cash or, under certain
circumstances, by delivery of shares of Common Stock or by a combination of the
foregoing. No non-qualified stock options were granted to directors or named
executive officers during fiscal 2000.

Compensation Committee Interlocks and Insider Participation

         The Compensation and Stock Option Committee is composed of Messrs.
Lanzillotti and Steinberg.

                                  Page 9 of 15
<PAGE>

Repricing of Stock Options

         The following table sets forth information about the repricing of stock
options held by the Company's CEO and each of the other most highly compensated
Executive Officers of the Company during the last ten fiscal years ended
September 30, 2000. Mr. Hersh, Chairman, Chief Executive Officer and President
declined to have his options repriced on December 11, 1998.

                           Ten Year Option Repricings
<TABLE>
<CAPTION>
                                        Number of
                                       Securities    Market Price
                                       Underlying     of Stock at    Exercise                Length of Original Option
                                      Options/SARs      Time of    Price at Time     New     Term Remaining at Date of
                            Date of    Repriced or   Repricing or  of Repricing    Exercise    Repricing or Amendment
         Name              Repricing     Amended       Amendment   or Amendment     Price             (Years)
----------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>           <C>           <C>          <C>                  <C>
Dean Rappaport              12/11/98      50,000        $ 2.4375      $ 3.375      $ 2.4375             2.8
   Executive Vice           12/11/98      50,000        $ 2.4375      $ 4.875      $ 2.4375             3.1
   President, Chief         12/11/98      50,000        $ 2.4375      $ 4.125      $ 2.4375             3.8
   Operating Officer        12/11/98      62,500        $ 2.4375      $ 6.750      $ 2.4375             6.0

Nathan Katz                 12/11/98      50,000        $ 2.4375      $ 4.875      $ 2.4375             3.1
   Executive Vice           12/11/98      50,000        $ 2.4375      $ 5.250      $ 2.4375             4.1
   President                12/11/98      62,500        $ 2.4375      $ 6.750      $ 2.4375             6.0

David W. Sasnett            12/11/98      12,500        $ 2.4375      $ 4.125      $ 2.4375             6.0
   Senior Vice              12/11/98       7,500        $ 2.4375      $ 4.125      $ 2.4375             6.9
   President, Chief
   Financial Officer

Thomas M. Bluth             12/11/98      17,500        $ 2.4375      $ 4.125      $ 2.4375             6.0
   Senior Vice              12/11/98       5,000        $ 2.4375      $ 4.125      $ 2.4375             6.9
   President, Treasurer,
   Secretary

William D.Stewart           12/11/98      30,000        $ 2.4375      $ 2.500      $ 2.4375             2.8
   Executive Vice           12/11/98      20,000        $ 2.4375      $ 3.375      $ 2.4375             2.8
   President                12/11/98      50,000        $ 2.4375      $ 4.875      $ 2.4375             3.1
                            12/11/98      50,000        $ 2.4375      $ 4.125      $ 2.4375             3.8
                            12/11/98      62,500        $ 2.4375      $ 6.750      $ 2.4375             6.0
</TABLE>

Report on Repricing of Stock Options

         The Company's employee stock option plans are administered by the
Compensation Committee ("the Committee"). All options issued pursuant to the
Company's stock option plans were issued at the then market price. The market
price for the Company's stock, however, declined, and as a result, by December
1998 a majority of the employee stock options were substantially above the
current market price, thereby significantly undermining the incentives intended
to be created by the option grants. The Committee believed that such incentives
are a significant factor in the Company's ability to attract, retain and
motivate employees who are critical to the Company's long term success. The
Committee concluded that to allow the options to remain "out of the money" did
not serve the best interests of the Company and its shareholders. The Committee
believed that a repricing of these "out of the money" options would allow the
options to serve their intended purpose and enhance the Company's ability to
retain important employees. Consequently, on December 11, 1998, the Committee
(which consisted at the time of Messrs. Burrow and Latimer and two former
directors Jeffrey Silverman and Leonard Sokolow) approved the repricing of
1,074,733 options issued to employees (including the named Executive Officers)
with exercise prices ranging from $2.50 to $6.75 to be repriced to $2.4375, the
market value on such date. Mr.Hersh, Chairman, Chief Executive Officer and
President, declined to have his options repriced.

                                 Page 10 of 15
<PAGE>

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

                 Security Ownership of Certain Beneficial Owners

         The following table sets forth information with respect to the
Company's common stock beneficially owned by those who were the beneficial
owners of more than 5% of the Company's stock. Except as otherwise noted,
beneficial ownership is as of January 8, 2001 and, other than as provided by
community property and other such laws, consists of sole voting and investment
power.

                                              Common Stock
Name and Address of Beneficial Owner       Beneficially Owned 1       Percentage
-------------------------------------          -----------              -----
Robert Hersh ........................          1,150,800 2              15.2%
18191 N.W. 68th Avenue
Miami, Florida 33015

Dean Rappaport ......................            930,100 3              12.3%
18191 N.W. 68th Avenue
Miami, Florida 33015

Heartland Advisors, Inc. ............            865,100 4              11.8%
789 North Water Street
Milwaukee, WI 53202

Nathan Katz .........................            630,742 5               8.4%
55 Norfolk Avenue
Easton, MA

Acquisitor PLC ......................            581,700 6               7.9%
190 The Strand
London, England WC2R IJN

Wai Check Lau .......................            558,200 7               7.6%
6/F, Kenning Industrial Bldg
19 Wang Hoi Road
Kowloon, Hong Kong

Dimensional Fund Advisors, Inc. .....            491,800 8               6.7%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

1        Includes shares which may be acquired pursuant to vested stock options
         and options which become exercisable through March 9, 2001 or shares
         for which the stockholder has the power to direct the vote. As of
         January 8, 2001, there were 7,357,880 shares outstanding.

2        Includes 715,500 shares as to which voting power is shared (see note 7
         below) and shares purchasable through the exercise of options as
         follows: 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.

3        Includes 715,500 shares as to which voting power is shared (see note 7
         below) and 212,500 shares purchasable through the exercise of options
         at $2.4375 per share.

4        Based solely upon a schedule 13G filed with the Securities and Exchange
         Commission as of December 31, 2000, 865,100 shares may be deemed
         beneficially owned within the

                                 Page 11 of 15
<PAGE>

         meaning of Rule 13d-3 of the Securities Exchange Act of 1934 by (1)
         Heartland Advisors, Inc. by virtue of its investment discretion and in
         some cases voting power over client securities, which may be revoked;
         and (2) William J. Nasgovitz, as a result of his position with and
         stock ownership of Heartland which could be deemed to confer upon him
         voting and/or investment power over the shares Heartland beneficially
         owns. Of these 865,100 shares, 710,000 shares also may be deemed
         beneficially owned within the meaning of Rule 13d-3 of the Securities
         Exchange Act of 1934 by Mr. Nasgovitz as a result of his position as an
         officer and director of Heartland Group, Inc. which could be deemed to
         confer upon him voting power over the shares Heartland Group
         beneficially owns.

5        Includes 162,500 shares purchasable through the exercise of options at
         $ 2.4375 per share.

6        Based solely on a Schedule 13D filed with the Securities and Exchange
         Commission on January 5, 2001.

7        Of the number of shares beneficially owned by Wai Check Lau, 477,500
         shares are owned by Go-Gro Holdings Limited, which is owned by Wai
         Check Lau, 6,000 shares are owned by Amy Yuen Ying Lau Cheung, the wife
         of Wai Check Lau and 21,500 shares are owned jointly by Wai Check Lau
         and Amy Yuen Ying Lau Cheng. In July 1994, as part of Company's
         acquisition of Go-Gro Industries Limited ("Go-Gro"), Wai Check Lau and
         Amy Yuen Ying Lau Cheng each delivered an irrevocable proxy to Catalina
         Asia, a partnership controlled by the Company. Catalina Asia was
         dissolved in 2000 and its proxy transferred to Go-Gro. Go-Gro has a
         proxy to vote the 558,200 shares beneficially owned by Mr. Lau and an
         additional 157,300 shares of the Company also issued to previous
         stockholders of Go-Gro upon the acquisition. The 715,500 shares are
         voted at the direction of Messrs. Hersh and Rappaport, members of the
         Board of Directors of Go-Gro. Except as to such shared voting power,
         each of Messrs. Hersh and Rappaport disclaims beneficial ownership of
         such shares.

8        Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
         registered under Section 203 of the Investment Advisors Act of 1940,
         furnishes investment advice to four investment companies registered
         under the Investment Company Act of 1940, and serves as investment
         manager to certain other investment vehicles, including commingled
         group trusts. (These investment companies and investment vehicles are
         the "Portfolios"). In its role as investment advisor and investment
         manager, Dimensional possesses both voting and investment power over
         491,800 shares of Catalina Lighting, Inc., stock as of December 31,
         2000. The Portfolios own all securities reported in this statement, and
         Dimensional disclaims beneficial ownership of such securities.

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 except for Heartland Advisors, Inc.

         Based solely upon a review of the copies of the forms furnished to the
Company, or written representations from certain reporting persons, the Company
believes that all filing requirements applicable to its Officers and Directors
were complied with during the 2000 fiscal year.

                                 Page 12 of 15
<PAGE>

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, 2001 by each
Director and Executive Officer and by all Directors and Executive Officers of
the Company as a group.

                                             Common Stock
       Name of Beneficial Owner           Beneficially Owned 1      Percentage
--------------------------------------      ---------------       --------------

Robert Hersh ........................        1,150,800 2,8             15.2%

Ryan Burrow .........................           24,150 3,9               *

Henry Latimer .......................           17,945 4,9               *

Jesse Luxton ........................            3,450 9                 *

Robert Lanzillotti ..................            6,672 10                *

Howard Steinberg ....................           23,450 9                 *

Brion Wise ..........................            3,450 9                 *

Dean Rappaport ......................          930,100 5,8             12.3%

Nathan Katz .........................          630,742 6                8.4%

David W. Sasnett ....................           39,333 7                 *

All Directors and Executive Officers
of the Company and its subsidiaries
as a group (10 persons) .............        2,114,592 8               26.4%

     *    less than 1%

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

1        Includes shares which may be acquired pursuant to vested stock options
         and options which become exercisable through March 9 2001 or shares for
         which the stockholder has the power to direct the vote. As of January
         8, 2001, there were 7,357,880 shares outstanding.

2        Includes shares purchasable through the exercise of options as follows:
         50,000 shares at $3.38 per share, 50,000 shares at $4.88 per share,
         50,000 shares at $4.13 per share and 62,500 shares at $6.75 per share.

3        Includes 500 shares owned by Mr. Burrow's wife and shares purchasable
         through the exercise of options as follows: 2,000 shares at $6.63 per
         share, 2,000 shares at $10.75 per share, 2,000 shares at $6.25 per
         share and 12,000 shares at $3.75 per share.

4        Includes shares purchasable through the exercise of options as follows:
         2,000 shares at $6.25 per share and 12,000 shares at $3.75 per share.

                                 Page 13 of 15
<PAGE>

5        Includes 212,500 shares purchasable through the exercise of options at
         $2.4375 per share.

6        Includes 162,500 shares purchasable upon the exercise of options at
         $2.4375 per share.

7        Includes shares purchasable through the exercise of options as follows:
         2,333 shares at $4.00, 15,000 shares at $2.125 per share and 20,000
         shares at $2.4375 per share.

8        Includes 715,500 shares owned by previous shareholders of Go-Gro
         Industries Limited which Messrs. Hersh and Rappaport jointly have a
         power to vote pursuant to irrevocable proxies. Except as to such shared
         voting power, Messrs. Hersh and Rappaport disclaim beneficial ownership
         of these shares.

9        Includes 1,672 shares and 1,778 shares received on May 9, 2000 and May
         10, 1999, respectively, as annual retainer for serving on the Company's
         Board of Directors. The shares are restricted and vest after one year
         or on a prorata basis if the Director ceases to serve on the Board
         during the year.

10       Includes 1,672 shares received on May 9, 2000 as annual retainer for
         serving on the Company's Board of Directors - see 9 above.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Pursuant to a reorganization of the Company's executive management
structure, Mr. Stewart left the Company in December 1999. The Company agreed to
settle its contractual employment obligation to Mr. Stewart for a payment of
$788,000 in January 2000. Mr. Stewart will continue to provide consulting
services under a three-year non-compete and consulting agreement for annual
payments of $250,000 through December 2002. In January 2000, Mr. Stewart repaid
his notes and advances from the Company amounting to approximately $65,000.

         The Company leased a facility located in Massachusetts from an entity
in which an officer and a former officer had an ownership interest. The lease
expired in June 1999. Rent expense related to this lease was approximately
$99,000 and $159,000, for the years ended September 30, 1999 and 1998,
respectively.

         The Company leases its Hong Kong office from a company owned by Wai
Check Lau, a shareholder of the Company. The lease expires in 2004 but may be
extended for an additional year. Rent expense related to this lease was
approximately $255,000 for the years ended September 30, 2000, 1999 and 1998.

         During the years ended September 30, 2000, 1999 and 1998, Go-Gro, a
wholly-owned subsidiary of the Company, purchased $2.7 million, $1.7 million and
$1.0 million, respectively, in raw materials from an affiliate which is fifty
percent owned by the Company and which includes a shareholder of the Company as
one of its directors.

         Notes and advances receivable from Dean Rappaport totaled approximately
$123,000 at December 31, 2000 and included a $100,000 note bearing interest at
LIBOR plus 250 basis points, collateralized by stock option agreements to
purchase 100,000 shares of the Company which matured in December 2000. The
Company is presently renegotiating the terms of this note receivable with Mr.
Rappaport.

         Notes and advances receivable from Nathan Katz totaled approximately
$78,000 at December 31, 2000 and included a $70,000 note bearing interest at
LIBOR plus 250 basis points, collaterized by stock option agreements to purchase
50,000 shares of the Company which matured in January 2001. The Company is
presently renegotiating the terms of this note receivable with Mr. Katz.

                                 Page 14 of 15
<PAGE>

                                   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/ Robert Hersh
                                               ----------------------------
                                                Robert Hersh
                                                Chairman, President and
                                                Chief Executive Officer

                                                January 29, 2001

                                 Page 15 of 15