COMPUTER POWER INC
10KSB/A, 1999-04-01
ELECTRICAL INDUSTRIAL APPARATUS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A1

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
         For the fiscal year ended December 31, 1998

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [No Fee Required]
        For the transition period from____________to_____________

                         Commission file number 0-15927

                               COMPUTER POWER INC.

                 (Name of small business issuer in its charter)

New Jersey                                       22-1981869
(State or other jurisdiction of                  (I.R.S. Employer
 Incorporation organization)                     Identification No.)

124 West Main Street, High Bridge, NJ              08829
(Address of principal executive offices)         (Zip Code)

Issuer's telephone number:  908-638-8000

Securities registered pursuant to Section 12 (b) of the Exchange act: None




      Securities registered pursuant to Section 12(g) of the Exchange Act:
                     Common Stock, par value $.01 per share
                                (Title of Class)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 __

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. [x ]

       State issuer's revenues for its most recent fiscal year: $8,443,473

The aggregate market value of the voting stock held by  non-affiliates  computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock as of March 29,  1999:  $349,094 The number of shares
outstanding  of each of the issuer's  classes of common  equity,  as of March 2,
1999, was 2,828,300.

Transitional Small Business Disclosure Format (check one)
Yes_______        No    X




<PAGE>





                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the Registrant has duly caused this Amendment No. 1 to Form 10-KSB
for December 31, 1998 to be signed on its behalf by the  undersigned,  thereunto
duly authorized.

                                     COMPUTER POWER, INC.


                                     By:_s/John M. Perry___
                                     John M. Perry, President

Dated: April 1, 1999





2

cpi-10k.98A




<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
     FROM THE DECEMBER 31, 1998 (AUDITED) FINANCIAL STATEMENTS OF
     COMPUTER POWER, INC. & SUBSIDIARY AND IS QUALIFIED IN ITS
     ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                    0000792986              
<NAME>                   Computer Power, Inc.
<MULTIPLIER>                                  1
       
<S>                             <C>
<PERIOD-TYPE>                   Year
<FISCAL-YEAR-END>                              Dec-31-1998
<PERIOD-START>                                 Jan-1-1997
<PERIOD-END>                                   Dec-31-1998
<CASH>                                            63,204
<SECURITIES>                                       0
<RECEIVABLES>                                  1,478,937
<ALLOWANCES>                                     211,485
<INVENTORY>                                      742,991
<CURRENT-ASSETS>                               2,317,846
<PP&E>                                         1,614,057
<DEPRECIATION>                                 1,265,402
<TOTAL-ASSETS>                                 2,666,501
<CURRENT-LIABILITIES>                          4,979,591
<BONDS>                                          309,680   
                               0
                                         0
<COMMON>                                          26,027 
<OTHER-SE>                                    (2,648,797)
<TOTAL-LIABILITY-AND-EQUITY>                  (2,622,770)
<SALES>                                         8,443,473
<TOTAL-REVENUES>                                8,443,473
<CGS>                                           6,420,742
<TOTAL-COSTS>                                   6,420,742
<OTHER-EXPENSES>                                2,182,020
<LOSS-PROVISION>                                   60,000
<INTEREST-EXPENSE>                                283,479
<INCOME-PRETAX>                                  (159,289)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              (159,289)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                   165,367
<CHANGES>                                            0
<NET-INCOME>                                        6,078
<EPS-PRIMARY>                                        (.00)
<EPS-DILUTED>                                        (.00)
        


</TABLE>


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