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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                    FORM 8-K


               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES AND EXCHANGE ACT OF 1934


       Date of Report (Date of Earliest Event Reported): January 20, 1998



                          SI DIAMOND TECHNOLOGY, INC.
             (Exact Name of Registrant as Specified in its Charter)

       
                                     Texas
                 (State or Other Jurisdiction of Incorporation)

  
               1-11602                                76-0273345
        (Commission File No.)          (I.R.S. Employer Identification No.)

                           12100 Technology Boulevard
                              Austin, Texas 78727
                    (Address of Principal Executive Offices)

                                 (512)331-6200
              (Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events 

        In October 1997 SI Diamond Technology, Inc. (the "Company") agreed to
issue additional shares of its Common Stock, $.001 par value per share, in a
transaction under Regulation D promulgated under the Securities Act of 1993. The
Company originally was to raise a total of $3,500,000 in this offering from the
sale of the Common Stock.  In addition, the purchasers of these shares of Common
Stock were also to receive one warrant to purchase Common Stock for each share
of Common Stock received by the purchasers which would have an exercise price of
115% of the average closing bid price of the Company's stock for the five
trading days immediately preceding the purchase of Common Stock in each month
pursuant to the terms of the subscription agreement. The Company only received a
total of $1,000,000 from these purchasers, for which it issued a total of
2,829,334 shares of the Company's Common Stock.  The Company also issued a total
of 2,829,334 Warrants in connection with the issuance of such shares.  Certain
claims, disputes and differences arose between the parties with respect to the
performance by the respective parties under the subscription agreements.  In the
settlement of this matter, the Company agreed to issue an additional 800,000
shares of Common Stock to the purchasers for $250,000.  In addition, the
purchasers agreed to surrender all warrants received under the purchase
agreements back to the Company.  All parties executed general releases relating
to this matter.


Item 7. Financial Statements and Exhibits.

        (c)  Exhibits:

             99.1  Press Releases of SI Diamond Technology, Inc. dated January
20, 1998.

                                   SIGNATURES

        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. 

                                      SI DIAMOND TECHNOLOGY, INC.


                                      By  /s/ Douglas P. Baker
                                        ---------------------------------------
                                                  Douglas P. Baker
                                                 Vice President and 
                                               Chief Financial Officer


Date:  January 20, 1998