content: <PAGE>
   
                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
  
                                  CURRENT REPORT
  
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of  Report (Date of earliest event reported)   April 8, 1998
  
  
  
                          Commission File Number: 0-27234
                                          
                               PHOTON DYNAMICS, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
          CALIFORNIA                                      94-3007502
     (State or other jurisdiction of         (I.R.S. Employer Identification No.)
      incorporation or organization)
  
  
  6325 SAN IGNACIO, SAN JOSE, CA                             95119
  (Address of principal executive offices)                 (Zip Code)
  
  
                                   (408) 226 9900
                (Registrant's telephone number, including area code)
  
                                        N/A
    (Former name, former address, and former fiscal year, if changed since last
                                      report.)
  
  
  
  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
                                          ___   ___
  <PAGE>
   
  ITEM 5.            OTHER EVENTS
  
  Registrant is filing this Form 8-K solely for the purpose of disclosing the
  effect of adoption of FAS 128, "Earnings per Share", on the Annual Report on
  Form 10-KSB for the fiscal year ended September 30, 1997 (the 1997 Form 10-KSB)
  and the related restatement of earnings per share thereon, so that such
  information may be incorporated by reference into a Registration Statement on
  Form S-8 to be filed after this Form 8-K is filed.  Restatement of selected
  financial data and related disclosures as prescribed by FAS 128 is for the three
  fiscal years ended September 30, 1997, September 30, 1996 and September 30,
  1995.
  
  Restatement of selected data as relates it to the adoption of FAS 128, "Earnings
  per Share" is attached hereto as Exhibit 99.1.
  
  
  ITEM 7.            FINANCIAL STATEMENTS AND EXHIBITS
  
            (c) EXHIBITS
  
                99.1   Restatement of selected data as relates to the adoption of
                       FAS 128, "Earnings per Share".
  
   
  
  
  
                               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 hereunto duly authorized.
  
  
                                            PHOTON DYNAMICS, INC.
                                            (Registrant)
   
   
   
  Date: April 8, 1998                       /s/ Vincent Sollitto
                                            __________________________________
                                            Vincent Sollitto
                                            Chief Executive Officer and Director
                                            (Principal Executive Officer)
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3312}]
metadata_filer: {"company-data": {"conformed-name": "PHOTON DYNAMICS INC", "cik": "0001002663", "assigned-sic": "3559", "irs-number": "943007502", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27234", "film-number": "98591237"}, "business-address": {"street1": "6325 SAN IGNACIO AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95119-1202", "phone": "4084333922"}, "mail-address": {"street1": "6325 SAN IGNACIO AVENUE", "city": "SAN JOSE", "state": "CA", "zip": "95119-1202"}}
text: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                  CURRENT REPORT
  
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of  Report (Date of earliest event reported)   April 8, 1998
  
                          Commission File Number: 0-27234
                                          
                               PHOTON DYNAMICS, INC.
               (Exact name of registrant as specified in its charter)
  
          CALIFORNIA                                      94-3007502
     (State or other jurisdiction of         (I.R.S. Employer Identification No.)
      incorporation or organization)
  
  6325 SAN IGNACIO, SAN JOSE, CA                             95119
  (Address of principal executive offices)                 (Zip Code)
  
                                   (408) 226 9900
                (Registrant's telephone number, including area code)
  
                                        N/A
    (Former name, former address, and former fiscal year, if changed since last
                                      report.)
  
  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
                                          ___   ___
  ITEM 5.            OTHER EVENTS
  
  Registrant is filing this Form 8-K solely for the purpose of disclosing the
  effect of adoption of FAS 128, "Earnings per Share", on the Annual Report on
  Form 10-KSB for the fiscal year ended September 30, 1997 (the 1997 Form 10-KSB)
  and the related restatement of earnings per share thereon, so that such
  information may be incorporated by reference into a Registration Statement on
  Form S-8 to be filed after this Form 8-K is filed.  Restatement of selected
  financial data and related disclosures as prescribed by FAS 128 is for the three
  fiscal years ended September 30, 1997, September 30, 1996 and September 30,
  1995.
  
  Restatement of selected data as relates it to the adoption of FAS 128, "Earnings
  per Share" is attached hereto as Exhibit 99.1.
  
  ITEM 7.            FINANCIAL STATEMENTS AND EXHIBITS
  
            (c) EXHIBITS
  
                99.1   Restatement of selected data as relates to the adoption of
                       FAS 128, "Earnings per Share".
  
   
  
                               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 hereunto duly authorized.
  
                                            PHOTON DYNAMICS, INC.
                                            (Registrant)
   
   
   
  Date: April 8, 1998                       /s/ Vincent Sollitto
                                            __________________________________
                                            Vincent Sollitto
                                            Chief Executive Officer and Director
                                            (Principal Executive Officer)