BAYWOOD INTERNATIONAL INC
DEFA14A, 1997-03-24
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                                (Amendment No. 1)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential,  for  Use  of  the  Commission  Only  (as  permitted  by  Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                           BAYWOOD INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction  computed pursuant to
   Exchange  Act Rule 0-11  (set  forth the  amount on which the  filing  fee is
   calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
    0-11(a)(2)  and  identify the filing for which the  offsetting  fee was paid
    previously.  Identify the previous filing by registration  statement number,
    or the form or schedule and the date of its filing.

    1) Amount previously paid:

    ----------------------------------------------------------------------------

    2) Form, Schedule or Registration No.
 
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    3) Filing party:

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    4) Date filed:

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<PAGE>
                    CORRECTION TO PAGE 23 OF PROXY STATEMENT

         The paragraph entitled "Vote Required and Recommendation" on page 23 of
the Proxy Statement is corrected and amended to read:

Vote Required and Recomendation

         The  affirmative  vote of a  majority  of the  shares of  common  stock
present or represented by proxy and voting at the Annual Meeting of Stockholders
is required for approval of this proposal. The Board of Directors approved, by a
vote of 5 to 1, a  resolution  to  recommend  that  the  stockholders  vote  FOR
approval of the Reverse Stock Split.
<PAGE>
                                LIST OF EXHIBITS


Exhibit Number      Exhibit Name                         Method of Filing
- --------------      ------------                         ----------------
  
Exhibit 8           March 21, 1997 Corrective Letter     Exhibit Filed Herewith
                    to Stockholders

                           EXHIBIT 8 - MARCH 21, 1997
                        CORRECTIVE LETTER TO STOCKHOLDERS

                              [Baywood Letterhead]


March 21, 1997


Dear Stockholder:

         The Proxy Statement  relating to the Company's  annual  meeting,  dated
March 17, 1997, contained a error on page 23. Under the paragraph entitled "Vote
Required and  Recommendation" the last sentence should be corrected to read that
"The Board of Directors approved, by a vote of 5 to 1, a resolution to recommend
that the stockholders vote FOR approval of the Reverse Stock Split."

         The  error  was not  discovered  in the  proofreading  process  and the
Company is not bearing the cost of this mailing.

Sincerely,

/s/ Neil Reithinger

Neil Reithinger
Secretary


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