Filing pursuant to Rule 424(c)
and 424(b)(3) of the Securities
Act of 1933, as amended.
Registration Statement on Form S-3
(No. 33-85334)
8,945,500 shares
POLYPHASE CORPORATION
Common Stock
SECOND SUPPLEMENT DATED FEBRUARY 7, 1996
TO PROSPECTUS DATED NOVEMBER 6, 1995
Terms used in this Supplement and not otherwise
defined are used as defined in the Prospectus
The Company previously filed the First Supplement to the
Company's Prospectus on February 6, 1996 which contained an
inaccuracy which is being clarified. The First Supplement
disclosed that Mr. Creasy, as of January 26, 1996, owned only
12,000 shares of Common Stock; however, Mr. Creasy actually owned
821,800 plus 12,000 shares of Common Stock, approximately 6.4% of
the outstanding Common Stock of the Company. Assuming that Mr.
Creasy sells the 12,000 shares credited to him in the First
Supplement, he will thereafter own 821,800 shares of Common
Stock, which is approximately 6.0% of the outstanding Common
Stock.
DCC13A86 20702-1
<PAGE>
