SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 10-Q/A


                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


   For the Quarter Ended November 30, 2000        Commission File Number 0-17249



                               AURA SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

               Delaware                                   95-4106894
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

                                2335 Alaska Ave.
                          El Segundo, California 90245
                    (Address of principal executive offices)

Registrant's telephone number, including area code:           (310) 643-5300

Former name, former address and former fiscal year, if changed since last
    report: None


     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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                Class                           Outstanding at January 11, 2001

       Common Stock, par value                        281,376,809 Shares
           $.005 per share





<PAGE>


                       AURA SYSTEMS, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                      Page No.

PART I.      FINANCIAL INFORMATION

<S>                                                                                                       <C>
         ITEM 1.     Financial Statements

                     Statement Regarding Financial Information                                              2

                     Condensed Consolidated Balance Sheets as of                                            3
                     November 30, 2000 and February 29, 2000

                     Condensed Consolidated Statement of Operations for the Three Months and Nine           4
                     Months Ended November 30, 2000 and 1999

                     Condensed Consolidated Statements of Cash Flows for the                                5
                     Nine Months Ended November 30, 2000 and 1999

                     Notes to Condensed Consolidated Financial Statements                                   6

         ITEM 2.     Management's Discussion and Analysis of Financial Condition and Results of
                     Operations
                                                                                                            9


PART II. OTHER INFORMATION

         ITEM 1.     Legal Proceedings                                                                      12

         ITEM 2.     Changes in Securities                                                                  12

         ITEM 5.  Other Information                                                                         12

         ITEM 6.     Exhibits and Reports on Form 8-K                                                       12

SIGNATURES                                                                                                  13
</TABLE>


<PAGE>


                       AURA SYSTEMS, INC. AND SUBSIDIARIES

                         QUARTER ENDED NOVEMBER 30, 2000

                          PART I. FINANCIAL INFORMATION



The  financial  statements  included  herein have been prepared by Aura Systems,
Inc. (the  "Company"),  without audit,  pursuant to the rules and regulations of
the Securities and Exchange  Commission (the "SEC").  As contemplated by the SEC
under Rule 10-01 of Regulation S-X, the  accompanying  financial  statements and
footnotes  have been  condensed  and  therefore  do not contain all  disclosures
required by  generally  accepted  accounting  principles.  However,  the Company
believes that the disclosures are adequate to make the information presented not
misleading.  These financial  statements  should be read in conjunction with the
financial  statements and notes thereto  included in the Company's Form 10-K for
the year ended February 29, 2000 as filed with the SEC (file number 0-17249).




<PAGE>


<TABLE>
<CAPTION>
                       AURA SYSTEMS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                                                             November 30,              February 29,
Assets                                                                          2000                      2000*
------                                                                      -------------            ---------------


Current assets:
<S>                                                                           <C>                          <C>
     Cash and equivalents                                                     $       423,843              $    260,437
     Receivables-net                                                                  392,022                 2,459,200
     Inventories                                                                    9,727,202                11,189,227
     Notes receivable                                                               2,485,611                 3,557,007
     Other current assets                                                             592,346                   360,177
                                                                              ---------------           ---------------

Total current assets                                                               13,621,024                17,826,048
                                                                              ---------------           ---------------

     Property and equipment, at cost                                               41,298,736                42,219,417
     Less accumulated depreciation
         and amortization                                                         (19,396,034)              (15,184,362)
                                                                              ----------------          ----------------

Net property and equipment                                                         21,902,702                27,035,055

     Long-term investments                                                          2,123,835                 2,123,835
     Long-term receivables                                                          3,793,775                 1,250,000
     Patents and trademarks- net                                                    4,430,072                 4,615,769
     Other assets                                                                   3,252,980                 3,271,831
                                                                              ---------------           ---------------
       Total                                                                  $    49,124,388           $    56,122,538
                                                                                   ==========           ===============

Liabilities and Stockholder's Equity

Current liabilities:
     Notes payable                                                            $     6,853,038           $     9,899,531
     Accounts payable                                                               2,571,714                 4,216,004
     Accrued expenses                                                               1,849,912                 1,634,300
     Convertible note-unsecured                                                            --                 1,250,000
                                                                              ---------------            --------------

Total current liabilities                                                          11,274,664                16,999,835
                                                                              ---------------              ------------

Notes payable and other liabilities                                                31,592,774                37,606,695
                                                                              ---------------           ---------------

COMMITMENTS AND CONTINGENCIES

Stockholders' equity
   Common stock par value $.005 per share and        additional   paid
in capital. Issued and outstanding  281,376,809     and    196,975,392
shares respectively.                                                              262,059,413               234,196,092
   Common stock not issued                                                                 --                 9,132,774
   Cumulative currency translation adjustment (CTA)                                  (365,932)                 (365,932)
   Accumulated deficit                                                           (255,436,531)             (241,446,926)
                                                                             -----------------          ----------------

       Total stockholders' equity                                                   6,256,950                 1,516,008
                                                                                -------------           ---------------
       Total                                                                  $    49,124,388           $    56,122,538
                                                                               ==============           ===============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

*    Amounts at  February  29, 2000 have been  derived  from  audited  financial
     statements


<PAGE>



<TABLE>
<CAPTION>
                       AURA SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             THREE AND NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (Unaudited)

                                                           Three Months                             Nine Months

                                                       2000              1999                 2000                1999
                                                       ----              ----                 ----                ----

<S>                                                   <C>                <C>                 <C>                  <C>
Net Revenues                                          $     501,803      $   1,089,984       $   1,270,209        $   6,315,065

     Cost of goods and overhead                           2,382,663          2,808,880           7,453,082           11,077,263
                                                          ---------          ---------     ---------------      ---------------

Gross Profit                                             (1,880,860)        (1,718,896)         (6,182,873)          (4,762,198)

Expenses

     Selling, general and administrative                  1,628,208          1,483,544           7,164,686            7,285,309
     Research and development                               246,384            128,594             332,335              373,215
                                                      -------------      -------------      --------------       --------------

     Total costs and expenses                             1,874,592          1,612,138           7,497,021            7,658,524
                                                     --------------     --------------      --------------       --------------

Loss from operations                                     (3,755,452)        (3,331,034)        (13,679,894)         (12,420,722)

Other (income) and expense

     (Gain) loss on sale of subsidiary                           --                 --                  --             (877,512)
     (Gain) loss on disposition of assets                        --            144,248          (1,756,746)           1,549,297
     Other income                                          (707,185)          (249,801)         (2,161,813)            (272,460)
     Legal settlements and costs                          1,046,792             60,124           2,611,288              279,635
     Interest expense-net                                   557,960            904,042           1,616,982            2,476,214
                                                   ----------------     --------------   -----------------       --------------

Net loss                                             $   (4,653,019)    $   (4,189,647)       $(13,989,605)         $(15,575,896)
                                                     ===============    ===============       =============         ============

Net loss per common share-basic                    $           (.02)   $          (.04)   $          (.06)     $          (.14)
                                                   =================    ===============   ================      ===============

Weighted average shares used
to compute net loss per share                      274,403,680          107,822,043            253,849,598          107,810,152
                                                   ===========        =============      =================    =================
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


<PAGE>

<TABLE>
<CAPTION>

                       AURA SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999
                                   (Unaudited)
                                                                          2000                         1999
                                                                      ------------               -------------
<S>                                                              <C>                          <C>
Net cash (used) in operations                                    $         (9,012,671)        $      (6,796,443)
                                                                           -----------         -----------------

Cash flows from investing activities:

     Proceeds from sale of subsidiary                                          64,311                 1,000,000
     Additions to property and equipment                                      (17,123)                 (324,194)
     Note receivable                                                        1,363,551                 2,696,000
                                                                      ---------------           ---------------

     Net cash provided by (used) in investing
         activities                                              1,410,739                            3,371,806

Cash flows from financing activities:

     Net proceeds (repayment) from short-term
       borrowing                                                             (400,000)                        --
     Repayment of debt                                                     (1,718,977)                 (115,757)
     Net proceeds from sale of stock                                         9,884,315                        --
     Proceeds from exercise of warrants                                             --                     9,300
                                                                      ----------------          ----------------

     Net cash provided  (used) by financing
       activities:                                               7,765,338                             (106,457)
                                                                 ---------                       ---------------

Net increase (decrease) in cash and cash equivalents
                                                                              163,406                (3,531,094)

Cash and cash equivalents at beginning of year                                 260,437                 3,822,210
                                                                       ---------------           ---------------

Cash and cash equivalents at end of period                            $        423,843          $        291,116
                                                                       ===============          ================

Supplemental disclosures of cash flow information Cash paid during the period
       for:
              Interest                                                $      1,519,221          $        231,098
              Income Tax                                                             0                         0
                                                                        ==============            ==============
</TABLE>

Supplemental disclosure of noncash investing and financing activities:

In the nine months  ended  November 30, 2000,  $2,363,019  of notes  payable and
accrued  interest were converted into 5,648,917  shares of the Company's  common
stock.  The  Company  issued  12,042,627  shares  of  common  stock  to  satisfy
liabilities of $6,509,189.  Effective March 1, 2000, the Company sold the assets
of its Ceramics  subsidiary for $3.5 million in the form of a note receivable of
$2.5 million, a cash down payment of $64,311, included above, and the payment of
$800,000 to third parties in satisfaction of liabilities.

In the nine months ended  November 30, 1999, the Company sold its MYS subsidiary
for $4.2 million in the form of a note  receivable in the amount of $3.2 million
and a cash down  payment of $1 million.  The Company also sold the assets of its
AuraSound subsidiary for a note receivable of $2 million.



     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                               AURA SYSTEMS, INC.
                         NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                                   (Unaudited)

1)   Management Opinion

     The condensed  consolidated  financial  statements  include the accounts of
Aura Systems,  Inc. ("the Company") and subsidiaries from the effective dates of
acquisition.  All material inter-company balances and inter-company transactions
have been eliminated.  Certain  reclassifications have been made to the November
1999 financial statements to conform with November 2000  classifications.  These
reclassifications  have no effect on the  reported  net loss amount for November
1999.

     In the  opinion of  management,  the  accompanying  condensed  consolidated
financial   statements  reflect  all  adjustments  (which  include  only  normal
recurring  adjustments) and  reclassifications  for  comparability  necessary to
present  fairly the  financial  position and results of operations as of and for
the three and nine months ended November 30, 2000.

2)   Capital

     In the quarter ended November 30, 2000, common stock outstanding  increased
by a total of  20,080,068  shares  from the  quarter  ended  August  31,2000  as
follows:  2,106,506  shares were issued upon  conversion  of $1,238,019 of notes
payable,  8,795,903  shares were issued to satisfy  liabilities in the amount of
$5,519,189 and 9,177,659 shares were sold for net proceeds of $3,730,715. In the
nine months  ended  November  30, 1999,  warrants to purchase  70,000  shares of
common stock were exercised.

3)   Inventories

     Inventories,  stated at the lower of cost (first in,  first out) or market,
consist of the following:

<TABLE>
<CAPTION>
                                                                   November 30,           February 28,
                                                                       2000                   2000
                                                                       ----                   ----
<S>                                                              <C>                      <C>
Raw materials                                                    $     3,403,929          $    4,205,828
Finished goods                                                         6,650,209               7,310,335
Reserved for potential product obsolescence                             (326,936)               (326,936)
                                                                   --------------               ---------
                                                                 $     9,727,202          $   11,189,227
                                                                       =========           =============
</TABLE>

     Inventories  consist  primarily of components  and completed  units for the
Company's  AuraGen  product.  The reserve  for  potential  product  obsolescence
consists solely of parts for the Company's actuator products.

4)   Recently issued accounting pronouncements

     In December 1999, the  Securities  and Exchange  Commission  staff released
Staff  Accounting  Bulletin ("SAB") No. 101,  "Revenue  Recognition in Financial
Statements,"  to  provide  guidance  on  the  recognition,   presentation,   and
disclosure  of revenue in financial  statements.  Changes in accounting to apply
the  guidance  in SAB No.  101 may be  accounted  for as a change in  accounting
principle  effective  January 1, 2000.  Management  has not yet  determined  the
complete  impact of SAB No. 101 on the  Company;  however,  management  does not
expect  that  application  of SAB No.  101 will  have a  material  effect on the
Company's revenue recognition and results of operations.

     In March 2000, the Financial  Accounting  Standards  Board ("FASB")  issued
FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation," (an Interpretation of Accounting  Principles Bulletin Opinion No.
25 ("APB 25")) ("FIN 44").  FIN 44 provides  guidance on the  application of APB
25, particularly as it relates to options.  The effective date of FIN 44 is July
1, 2000, and the Company has adopted FIN 44 as of that date.

5)   Contingencies

     The Company is engaged in various legal  actions.  See the  Company's  Form
10-K, Item 3- Legal  Proceedings,  for the year ended February 29, 2000 as filed
with the SEC (file number  0-17249) for a description of the legal  actions.  To
the extent that judgment has been rendered,  appropriate provision has been made
in the financial statements.

     Deutsche Financial Services v. Aura

     In June,  1999,  a  lawsuit  naming  Aura was  filed in the  United  States
District  Court for the  Central  District  of  California,  Deutsche  Financial
Services ("DFS") vs. Aura (Case No. 99-03551 GHK (BQRx)).  The complaint follows
DFS'  termination of its credit  facility with NewCom of $11,000,000 and seizure
of substantially all of NewCom's  collateral in April,  1999. It alleges,  among
other  things,  that Aura is liable to DFS for NewCom's  indebtedness  under the
secured credit  facility  purportedly  guaranteed by Aura in 1996, well prior to
the NewCom initial public  offering of September  1997. In the  proceeding,  DFS
sought  an  order  to  attach  Aura's  assets  which  was  denied  following  an
evidentiary hearing before the Honorable Brian Quinn Robbins,  U.S.  Magistrate,
and the matter has been  ordered by the District  Court to binding  arbitration.
Aura has now responded in  arbitration,  denying DFS' claims and has asserted in
its defense, among other things, that the guarantee,  if any, is discharged.  In
addition,  Aura through its counsel, has asserted  cross-claims for, among other
things,  tortuous lender liability,  alleging that DFS wrongfully terminated the
NewCom credit facility,  wrongfully  seized the NewCom collateral and wrongfully
foreclosed upon NewCom collateral, acting in a commercially unreasonably manner.
A panel of three  arbitrators  has been  selected and  appointed by the American
Arbitration  Association,  and a hearing set for May,  2000 was suspended by the
panel  without  scheduling  a new  hearing  date.  Hearing  dates  have now been
scheduled  beginning  April 24, 2001.  The Company  believes it has  meritorious
defenses  and  cross-claims.  However,  no  assurances  can be  given  as to the
ultimate outcome of this proceeding.

     Excalibur v. Aura

     On November 12, 1999, a lawsuit was filed by three  investors  against Aura
and Zvi Kurtzman,  Aura's Chief Executive Officer, in Los Angeles Superior Court
entitled Excalibur Limited Partnership v. Aura Systems, Inc. (Case No. BC220054)
arising out of two NewCom, Inc. financings consummated in December 1998.

     The NewCom financings  comprised (1) a $3 million investment into NewCom in
exchange for NewCom Common Stock,  Warrants for NewCom Common Stock, and certain
"Repricing  Rights" which entitled the investors to receive additional shares of
NewCom  Common Stock in the event the price of NewCom  Common Stock fell below a
specified  level,  and (2) a loan to  NewCom of $1  million  in  exchange  for a
Promissory  Note and Warrants to purchase  NewCom Common Stock. As part of these
financings Aura agreed with the investors to allow their  Repricing  Rights with
respect to NewCom Stock to be exercised for Aura Common Stock, at the investors'
option.  Aura also  agreed to  register  Aura  Common  Stock  relating  to these
Repricing Rights.

     The Plaintiffs  allege in their complaint that Aura breached its agreements
with the Plaintiffs by, among other things,  failing to register the Aura Common
Stock relating to the Repricing Rights.  The Plaintiffs further allege that Aura
misrepresented  its intention to register the Aura shares in order to induce the
Plaintiffs to loan $1.0 million to NewCom.  The  Complaint  seeks damages of not
less than $4.5  million.  In January 2000 Aura filed  counterclaims  against the
Plaintiffs,  including claims that the Plaintiffs made false  representations to
Aura in order to induce Aura to agree to issue its Common Stock  pursuant to the
Repricing  Rights.  The parties had agreed to submit this matter to mediation on
June 28, 2000, which did not finally resolve the matters.  Trial is scheduled to
begin on April 17, 2001. The Company  believes that it has meritorious  defenses
and counterclaims to the Plaintiffs' allegations.  However, no assurances can be
given as to the ultimate outcome of this proceeding.


<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS

     Results of Operations

     This Report may contain forward-looking statements, which involve risks and
uncertainties.  The  Company's  actual  results may differ  materially  from the
results  discussed in such  statements.  Certain factors could also cause actual
results  to differ  materially  from  those  discussed  in such  forward-looking
statements,  including  factors  discussed  in the  Company's  Form 10-K for the
period ended February 29, 2000, and factors discussed in this Report.

     Net revenue for the three and nine month  periods  ended  November 30, 2000
decreased  by $588,181  and  $5,044,856  to  $501,803  and  $1,270,209  from the
corresponding  periods in the prior year.  The  decrease in revenue is primarily
attributable  to  the  sale  of  the  assets  of  the  Company's   wholly  owned
subsidiaries Aura Ceramics,  which accounted for  approximately  $2.1 million or
33% of revenues for the nine month period, and AuraSound.  The prior year period
included $1.5 million in license fees  pertaining to sound patents.  Revenues in
the current year period are solely related to the AuraGen.

     With the recently announced addition of major companies as distributors for
the AuraGen,  the Company  expects that revenue growth will begin to increase at
an accelerating rate. The accelerating increase in the rate of revenue growth is
expected to favorably impact the Company's operations in terms of cash flow from
operations and net earnings.

     The  distribution  agreements  provide  the  distributor  with a  protected
geographic  area for selling and  servicing  of the  AuraGen.  Distributors  are
required to have dedicated  personnel for sales and service and provide  service
seven days a week 24 hours a day.  In  addition,  distributors  are  required to
maintain  sufficient   inventory  to  serve  the  area.  All  inventory  at  the
distributor is sold without any return rights other than warranty.

     Cost of goods and overhead for the three and nine months ended November 30,
2000 decreased by $659,569 and $3,857,533 in comparison  with the  corresponding
periods in the prior year due  primarily  to the  disposition  of the  Company's
AuraSound and Aura Ceramics subsidiaries' assets.

     General and  administrative  expenses increased for the three and decreased
for the nine month periods by $144,664 and $120,623 respectively, as the Company
has recently  begun to expand its  activities in the sales and  marketing  area.
While the Company  expects  general and  administrative  expenses to  moderately
increase as the Company continues to expand its sales and marketing efforts, the
Company expects the rate of increase in these expenses to be substantially below
the rate of increase in revenue growth.

     Included in cost of goods and overhead and general and administrative costs
for the three and nine months  ended  November  30, 2000,  is  depreciation  and
amortization of $1.7 million and $5.0 million, respectively.

     Research and  development  costs  increased for the three and decreased for
the nine months ended November 30, 2000 by $117,790 and $40,880. The Company has
recently begun to increase its research and  development  activities in order to
expand its line of AuraGen products and expects these activities and expenses to
continue to grow as the Company's cash flow from  operations  allows the Company
to develop more  variations on the Company's basic 5KW AuraGen,  including,  but
not limited to, the 6KW, 8KW, 10KW, 25KW,  AC/DC versions,  inverter and battery
charger versions, and marine and other applications.

     In the nine months ended November 30, 2000, the Company  recorded a gain of
$1,756,746 on the  disposition of the assets of the Aura Ceramics  facility.  In
the nine months ended November 30, 1999, the Company recorded a gain of $877,512
on the sale of its MYS subsidiary and a loss on the disposition of the assets of
the AuraSound subsidiary of $1,405,049.

     Other income for the nine months ended November 30, 2000 consists primarily
of debt forgiveness of approximately $1.6 million, reimbursement of prior period
legal expenses of  approximately  $180,000,  and insurance claims and refunds of
approximately $120,000.

     Legal costs and  settlements  for the nine months  ended  November 30, 2000
increased by approximately $2.3 million from the prior year nine months. Of this
amount,  $750,000 was charged to expense in the current quarter  relating to the
previously disclosed matter with Excalibur.  This was a result of the release of
3,000,000 shares of Aura common stock from escrow.

     Net  interest  expense  decreased  by $346,082 to $577,960  and $859,232 to
$1,616,982 in the three and nine months ended November 30, 2000 due primarily to
the  reduction  in  outstanding   debt  of  the  Company  as  a  result  of  the
restructuring.

     Liquidity and Capital Resources

     In the nine months ended  November 30, 2000,  cash increased by $163,406 to
$423,843  from  $260,437  at February  29,  2000.  Accounts  payable and accrued
expenses decreased by $1,428,678 from February 29, 2000.  Inventories  decreased
by $1,462,025 and accounts receivable decreased by $2,067,178.

     Cash flows used in operations increased by $2,216,228 compared to the prior
year nine  months.  The  increase is due  primarily  to the decrease in accounts
payable and accrued  expenses and the increase in other current assets.  Working
capital  was  $2,346,360  as  compared to $826,213 at the fiscal year end level,
with the current ratio improving to 1.21:1 from 1.05:1.

     In the nine months  ended  November  30,  2000,  the Company  received  net
proceeds of  $9,884,315  from the sale of its common  stock.  In the nine months
ended  November  30,  1999,  the  Company  received  proceeds of $9,300 from the
exercise of warrants.

     In the past the Company's cash flow generated from  operations has not been
sufficient  to  completely  fund its working  capital  needs.  Accordingly,  the
Company has also relied  upon  external  sources of  financing  to maintain  its
liquidity.  In order to finance its existing operations it will be necessary for
the Company to obtain  additional  working  capital from external  sources.  The
Company is presently seeking additional sources of financing, including debt and
equity financing.  No assurances can be provided that these funding sources will
be  available  at the times and in the amounts  required.  The  inability of the
Company to obtain  sufficient  working  capital at the times and in the  amounts
required  would have a material  adverse  effect on the  Company's  business and
operations.

     For additional information regarding the Company's financial condition, see
the  Company's  Form 10-K,  Item 7 -  Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations  for the year ended  February 29,
2000 as filed with the SEC (file number 0-17249).

     Forward Looking Statements

     The Company  wishes to caution  readers  that  important  factors,  in some
cases,  have  affected,  and in the future could affect,  the  Company's  actual
results and could cause the Company's actual consolidated results for the fourth
quarter of Fiscal 2001, and beyond, to differ materially from those expressed in
any forward-looking statements made by, or on behalf of the Company.

     Such  factors  include,  but are not  limited to, the  following  risks and
contingencies:  changed business  conditions in the automotive  industry and the
overall  economy;   increased   marketing  and  manufacturing   competition  and
accompanying  price  pressures;  contingencies  in initiating  production at new
factories along with their potential  underutilization,  resulting in production
inefficiencies  and higher  costs and  start-up  expenses  and;  inefficiencies,
delays  and  increased  depreciation  costs  in  connection  with  the  start of
production in new plants and expansions.

     Relating  to  the  above  are  potential  difficulties  or  delays  in  the
development,  production,  testing and marketing of products, including, but not
limited to, a failure to ship new products and  technologies  when  anticipated.
There might exist a difficulty in obtaining raw materials,  supplies,  power and
natural  resources and any other items needed for the  production of Company and
other products, creating capacity constraints limiting the amounts of orders for
certain  products and thereby causing  effects on the Company's  ability to ship
its products. Manufacturing economies may fail to develop when planned, products
may be  defective  and/or  customers  may fail to  accept  them in the  consumer
marketplace.

     In  addition  to the  above,  risks and  contingencies  may exist as to the
amount and rate of growth in the Company's  selling,  general and administrative
expenses,  and the impact of unusual items resulting from the Company's  ongoing
evaluation  of its business  strategies,  asset  valuations  and  organizational
structures.  Furthermore,  any  financing or other  financial  incentives by the
Company  under or  related to major  infrastructure  contracts  could  result in
increased  bad debt or other  expenses or  fluctuation  of profit  margins  from
period to period.  The focus by some of the  Company's  businesses  on any large
system order could entail fluctuating results from quarter to quarter.

     The effects of, and changes in, trade,  monetary and fiscal policies,  laws
and  regulations,   other  activities  of  governments,   agencies  and  similar
organizations,  and social and economic  conditions,  such as trade restrictions
impose  yet other  constraints  on any  Company  statements.  The cost and other
effects of legal and administrative cases and proceedings present another factor
which may or may not have an impact.



<PAGE>



PART II - OTHER INFORMATION



ITEM 1 Legal Proceedings

     For  information  regarding  pending legal  proceedings,  see Note 5 to the
     Company's Condensed  Consolidated  Financial Statements appearing elsewhere
     herein.

ITEM 2 Changes in Securities


     Private Placement for Debt Conversion

     In the  third  quarter  of  Fiscal  2001 the  Company  conducted  a private
     offering to a group of accredited  investors  whereby the Company converted
     or exchanged  approximately  $4.7 million of outstanding  indebtedness  for
     5,795,903 shares of Common Stock. The offering was exempt from registration
     pursuant to Section 4(2) of the  Securities Act of 1933 as the offering was
     a private placement to a limited number of accredited investors.

     During the third  quarter of Fiscal 2001  2,106,506  shares of Common Stock
     were issued to a single person as payment for a $1.2 million note payable.

     During the third  quarter of Fiscal 2001  8,795,903  shares of Common Stock
     were issued to a small group of creditors as payment for approximately $5.5
     million of liabilities.

     During the third  quarter of Fiscal 2001  9,177,659  shares of Common Stock
     were  issued in  connection  with a private  placement  to a small group of
     investors, resulting in net proceeds of approximately $3.7 million.

     All of the foregoing transactions were exempt from registration pursuant to
     Section  4(2)  of the  Securities  Act of 1933 as  these  offerings  were a
     private placement to a limited number of accredited investors.

ITEM 5 Other Information

     Appointment of Independent Accountants:

     On January  9,  2001,  the  Company  appointed  Singer  Lewak  Greenbaum  &
     Goldstein LLP as its Independent Accountants.

ITEM 6 Exhibits and Reports on Form 8-K

              a)  Exhibits:
              See Exhibit Index

              b)  Reports On Form 8-K:
              none




<PAGE>




                                   SIGNATURES




     Pursuant to the  requirements  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.







                                AURA SYSTEMS, INC.
                 ------------------------------------------------
                                   (Registrant)






Date:     May 14, 2001                 By:  /s/Steven C. Veen
      ------------------------------        ----------------------
                                               Steven C. Veen
                                             Senior Vice President
                                            Chief Financial Officer
                              (Principal Financial and Accounting Officer)