SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to
FORM 10-Q
on FORM 10-Q/A

(Mark One)


[X]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended June 30, 2002

		OR

[ ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number 000-28473

TRUETIME, INC.


DELAWARE (State of Incorporation)		94-3343279 (I.R.S. Employer Identification No.)

3750 Westwind Blvd.

SANTA ROSA, CALIFORNIA 95403

(707) 528-1230

(Address of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

There were 5,950,000 shares of the Registrant’s Common Stock outstanding as of the close of business on August 12, 2002.

The undersigned registrant is filing this amendment to file Exhibit 2.1 listed in Part II, Item 6, which exhibit was inadvertently omitted from the original filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned hereunto duly authorized.


TRUETIME, INC.

	By:	/s/ John E. Dutil

		John E. Dutil Chief Financial Officer (Principal Financial and Accounting Officer)

Date: August 15, 2002

TRUETIME INC 10-Q/A