PHOTON DYNAMICS INC
10QSB/A, 1998-11-16
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>
 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-QSB/A

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

               For the quarterly period ended December 31, 1997

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                       Commission File Number:  0-27234

                             PHOTON DYNAMICS, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                  94-3007502
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)
 
      6325 SAN IGNACIO, SAN JOSE, CA                      95119
(Address of principal executive offices)                (Zip Code)

                                (408) 226-9900
             (Registrant's telephone number, including area code)

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
                                        ---    ---

As of February 12, 1998, 7,214,655 shares of the Issuer's Common Stock, no par
value, were outstanding.
<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.


                                     PHOTON DYNAMICS, INC.


Date:   November 16, 1998            /s/ Vincent Sollitto
                                     -------------------------------------
                                     Vincent Sollitto
                                     Chief Executive Officer and Director
                                     (Principal Executive OFficer)



Date:   November 16, 1998            /s/ Richard Dissly
                                     -------------------------------------
                                     Richard Dissly
                                     Chief Financial Officer and Assistant
                                     Secretary


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