SC TO-I/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO
                                  (RULE 13e-4)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 1)

                       PROGRESSIVE ASSET MANAGEMENT, INC.
                       (Name of Subject Company (issuer))

                   PROGRESSIVE ASSET MANAGEMENT, INC., ISSUER
 (Name of Filing Person (identifying status as offeror, issuer or other person))

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    742957103
                       CUSIP Number of Class of Securities

                                  Eric Leenson
                     1010 Oak Grove Road, Concord, CA 94518
                                  800-786-2998
                 (Name, address and telephone numbers of person
               authorized to receive notices and communications on
                          behalf of the filing person)

                            Calculation of Filing Fee


          Transaction valuation                       Amount of Filing Fee
$150,000, which is the maximum amount that                 $3,000.00
the Issuer will pay for outstanding shares of
the Issuer.


[X]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

                     Amount Previously Paid: $3,000
                     Form or Registration No.: 5-62209
                     Filing Party: Progressive Asset Management, Inc.
                     Date Filed: November 14, 2001

[ ]  Check the box if the filing relates solely to preliminary communications
     made before the



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     commencement of a tender offer.

[ ]  Check the appropriate boxes below to designate any transactions to
     which the statement relates:
[ ]  third-party tender offer subject to Rule 14d-1.
[X]  issuer tender offer subject to Rule 13e-4.
[ ]  going-private transaction subject to Rule 13e-3.
[ ]  amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
[ ]

INTRODUCTORY STATEMENT.

     This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule") filed with the Securities and Exchange Commission
on November 14, 2001, relating to an offer by Progressive Asset Management,
Inc., a California corporation ("PAM"), to purchase shares of PAM's common
stock, on the terms and subject to the conditions set forth in the Offer to
Purchase dated November 14, 2001, incorporated by reference herein, as
supplemented and amended by this Amendment No. 1.

INCORPORATION BY REFERENCE. As provided by General Instructions E and F, the
Exhibit a(1)(C), Supplemental Information to the Offer to Purchase, is
incorporated by reference into the Schedule TO, in response to the Commission's
comment letter dated December 7, 2001.

ITEM 12.  EXHIBITS.
(a)
     Exhibit a(1)(C)       Supplemental Information to the Offer to Purchase.

                                    SIGNATURE


After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

/s/ ERIC LEENSON
- ------------------------------------
Eric Leenson, President and
Chief Executive Officer
December 13, 2001




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EX-99.A(1)(C)

                                                                 EXHIBIT a(1)(C)

                           SUPPLEMENTAL INFORMATION TO
                                OFFER TO PURCHASE

                   UP TO 250,000 OUTSTANDING SHARES OF COMMON
                   STOCK OF PROGRESSIVE ASSET MANAGEMENT, INC.
             TO REPURCHASE ITS SHARES AT $0.60 NET PER SHARE IN CASH

     THE OFFER WILL EXPIRE AT 5:00 P.M., PACIFIC TIME, ON JANUARY 18, 2002.
      THIS OFFER WILL NOT BE EXTENDED. WITHDRAWAL RIGHTS WILL BE AVAILABLE
              UNTIL THE EXPIRATION DATE AND AT ANY TIME ON OR AFTER
                JANUARY 18, 2002, UNLESS AND UNTIL THE SHARES ARE
                              ACCEPTED FOR PAYMENT.

   PROGRESSIVE ASSET MANAGEMENT, INC. IS OFFERING TO REPURCHASE UP TO 250,000
      OF ITS OUTSTANDING COMMON STOCK AT A PRICE OF $0.60 NET PER SHARE IN
       CASH ON THE TERMS DESCRIBED IN THE OFFER TO PURCHASE AND LETTER OF
    TRANSMITTAL DATED NOVEMBER 14, 2001, AND PREVIOUSLY DISTRIBUTED TO YOU.
     OUR OFFER IS BEING MADE ON IDENTICAL TERMS TO EACH SHAREHOLDER OF PAM.

          THIS SUPPLEMENTAL INFORMATION MUST BE READ WITH THE ORIGINAL
                  OFFER TO PURCHASE AND LETTER OF TRANSMITTAL.
         THE DATE OF THIS SUPPLEMENTAL INFORMATION IS DECEMBER 13, 2001

                                  INTRODUCTION

     This Supplemental Information provides additional information and
clarification of the terms of the Offer to Purchase dated November 14, 2001, by
Progressive Asset Management, Inc. ("PAM"), previously distributed to you. This
Supplement is keyed to the format of the Offer to Purchase and must be read with
it.

1.   GENERAL TERMS OF THE OFFER. Under the heading "General Terms of the Offer"
on page 5 of the Offer to Purchase, references are made to rules under
Regulation 14D of the Securities and Exchange Commission ("Commission"). The
references should be to Rule 13e-4 to the effect that if PAM makes a material
change in the terms of the Offer or the information concerning the Offer or
waives a material condition of the Offer, PAM will disseminate additional tender
offer materials and extend the Offer to the extent required by the rules of the
Commission.

2.   NUMBER OF SHARES: PRORATION. PAM is obligated to purchase or return all
shares not purchased pursuant to the offer, to the tendering shareholders at
PAM's expense promptly, not subject to the condition "promptly as practicable,"
as stated on page 5 in the Offer to Purchase.

* * * *

6.   ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. PAM may delay payment for
shares tendered solely because of delays in anticipation of any regulatory
approvals. However, PAM cannot delay payment for any other reason, including to
comply with general legal compliance. Furthermore, as noted above, shares not
accepted for payment will be returned as promptly as possible. (See the first
and last paragraphs under section 6, page 8.)


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* * * *

12.  CERTAIN CONDITIONS OF THE OFFER. On pages 14 and 15, of the Offer to
Purchase, are set out conditions to the completion of the purchase of shares.
However, please understand that any conditions to the offer (other than those
involving receipt of necessary governmental approvals) will be asserted,
satisfied or waived on or before the expiration date of the Offer.

* * * *

15.  MISCELLANEOUS. In the last paragraph on page 15, reference is made to
Regulation 14D. The last paragraph should read in total as follows: PAM has
filed a Schedule TO with the Commission pursuant to Rule 13e-4, under the
Exchange Act, together with exhibits, furnishing certain additional information
with respect to the Offer. Furthermore, PAM has filed an amendment to Schedule
TO. The Schedule and amendment are available for inspection and copying at the
offices of the Commission in Washington, D.C., and on the Commission's website.



December, 13, 2001                  PROGRESSIVE ASSET MANAGEMENT, INC.

                                    /s/ ERIC LEENSON
                                    --------------------------------------------
                                    Eric Leenson, President and Chief
                                    Executive Officer



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