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
On or before January 26, 1996, Walter W. Scherf notified the
Company's transfer agent that he had mistakenly received certain
stock certificates representing 12,000 shares of Common Stock,
and that of the 24,000 shares listed in the Prospectus as being
owned by Mr. Scherf, Mr. Scherf was the owner of only 12,000
shares of Common Stock and Wayne Creasy was the owner of the
12,000 shares which had been mistakenly issued in the name of Mr.
Scherf. The 12,000 shares of Common Shares owned by Mr. Creasy
as of January 26, 1996 constitute the total number of shares of
Common Shares of the Company owned by Mr. Creasy and may be
resold by Mr. Creasy pursuant to the Prospectus to which this
Supplement relates. The 12,000 shares of Common Stock
beneficially by Mr. Scherf represent less than 1% of the issued
and outstanding shares of Common Stock of the Company prior to
the offering, and assuming that Mr. Scherf resells all 12,000
shares pursuant to the terms of the offering, he will
beneficially own no shares of Common Stock of the Company. The
12,000 shares of Common Shares beneficially owned by Mr. Creasy
represent less than 1% of the issued and outstanding shares of
Common Shares of the Company prior to the offering, and assuming
that Mr. Creasy resells all 12,000 shares pursuant to the terms
of the offering, he will beneficially own no shares of Common
Shares of the Company.
DCC13A86 20702-1
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