VERSUS TECHNOLOGY INC
SB-2/A, 1998-02-13
COMMUNICATIONS EQUIPMENT, NEC
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<PAGE>
    As filed with the Securities and Exchange Commission on February 13,
1998.    

                                            Registration No. 333-23363

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO 2 to    
                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             VERSUS TECHNOLOGY, INC.
           (Name of small business issuer as specified in its charter)

    Delaware                        3669                           22-2283745

(State or other jurisdiction of  (Primary Standard Industrial (I.R.S. Employer
incorporation or organization)   Classification Code Number)   Identification
                                                                  Number)


              2600 Miller Creek Road, Traverse City, Michigan 49684
                                 (616) 946-5868 
         (Address and telephone number of principal executive offices)

              2600 Miller Creek Road, Traverse City, Michigan 49684
                                 (616) 946-5868 
                   (Address of principal place of business or 
                      intended principal place of business)

                      Gary T. Gaisser, Versus Technology, Inc.
      2600 Miller Creek Road, Traverse City, Michigan 49684 (616) 946-5868 
            (Name, address and telephone number of agent for service)

                                   Copies to:
                             WILLIAM F. CAMPBELL, III
                              Dillon, Bitar & Luther
                                 53 Maple Avenue
                         Morristown, New Jersey 07963-0398
                                 (973) 539-3100    

           

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list  the  Securities  Act  registration  statement  number  of the
earlier effective registration statement for the same offering. |_|

     If this Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act  registration   statement  number  of  the  earlier  effective 
registration statement for the same offering. |_|

     If delivery of the  prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
<PAGE>
<PAGE>  

        The Registrant hereby amends this  Registration  Statement to
deregister immediately the remaining 7,548,000 shares registered for resale by
existing shareholders under this Registration Statement.  As of the date
hereof, 7,548,000 shares remain unsold from the 12,648,000 shares initially
registered hereunder.  All of the remaining unsold shares are eligible for re-
sale by the holders thereof pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended.R/
<PAGE>
<PAGE> 
                                   SIGNATURES
   

    
      In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned in
Traverse City, Michigan on February 13, 1998.

                                                VERSUS TECHNOLOGY, INC.


                                                By:   GARY T. GAISSER
                                                      ____________________
                                                      Gary T. Gaisser
                                                      President

       

    In accordance  with the  requirements  of the Securities  Act of 1933, 
this Registration Statement was signed by the following persons in the
capacities and on the dates stated.

                                                                DATE
                                       GARY T. GAISSER         2/13/98
                                       ------------------------------
                                       Gary T. Gaisser
                                       President and Director
                                       (Principal Executive Officer)



                                       ROBERT BUTLER           2/13/98
                                       ------------------------------
                                       Robert Butler
                                       Chief Financial Officer 
                                       (Principal Accounting Officer)



                                       JULIAN C. SCHROEDER     2/13/98
                                       ------------------------------
                                       Julian C. Schroeder
                                       Director

                                   

                                       ELLIOT G. EISENBERG     2/13/98
                                       ------------------------------
                                       Elliot G. Eisenberg
                                       Director

                                   

                                       
                                       ------------------------------
                                       Samuel Davis
                                       Director

    


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