SECURITIES AND EXCHANGE COMMISSION  
  
                        WASHINGTON, D. C. 20549  
  
		


                     FORM 10-Q (Amendment No. 1)
  
            QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE   
                   SECURITIES EXCHANGE ACT OF 1934  
  
For the Quarter Ended January 31, 1995      Commission file Number 0-10964  
  
                      MAXWELL LABORATORIES, INC.                  
	     
                    Delaware    IRS ID# 95-2390133      
                        8888 Balboa Avenue,
                     San Diego, California  92123       
                       Telephone  (619) 279-5100  
  
     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 [ ]  
  
     As of February 28, 1995 Registrant had only one class of common
stock of which there were 2,674,973 shares outstanding.


  
PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K  
         ________________________________
    
         (a)  Exhibits  
              ________
    
              Exhibit 27 - Financial Data Schedule

         (b)  Reports on Form 8-K  
              ___________________

              No reports on Form 8-K were filed during the quarter ended January
              31, 1995.


  
                               SIGNATURE  
  
Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.  
  
                                   MAXWELL LABORATORIES, INC.              
  

  
April 26, 1995                     Gary J. Davidson                
Date                               Gary Davidson, Chief Financial Officer     
                                      and Authorized Officer