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

                                       FORM 10-K/A
                                     Amendment No. 1

     [X]  Annual  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
Exchange  Act of  1934  for  the  fiscal  year  ended  October  31,  1998 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: 0-14961

                               LUXTEC CORPORATION
             (Exact name of registrant as specified in its charter)

                            Massachusetts 04-2741310
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                326 Clark Street, Worcester, Massachusetts 01606
               (Address of principal executive offices) (Zip code)

               Registrant's telephone number, including area code:
                                 (508) 856-9454

           Securities registered pursuant to Section 12(b) of the Act:
                             American Stock Exchange
                     Common Stock, $.01 par value per share
                                (Title of class)

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

     Indicate  by  checkmark  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 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 ___

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ X ]

     The   aggregate   market   value  of  the  voting   Common  Stock  held  by
non-affiliates  of the  registrant  was  approximately  $2,934,096  based on the
closing  price of such stock on January 19,  1999,  as reported by the  American
Stock Exchange ($2.75 per share).

     As of January 19, 1999,  2,872,149 shares of Common stock,  $.01 par value,
were issued and outstanding.


Documents Incorporated by Reference                          Form 10-K Reference

              None


     The  Company's  Annual  Report on Form 10-K for the year ended  October 31,
1998 is hereby  amended  solely to (i) include the signed Report of  Independent
Public  Accountants,  Arthur Andersen LLP, which was inadvertently  omitted from
the original  filing of the Annual Report on Form 10-K on January 22, 1999, (ii)
revise  disclosure  contained in Note 7 of the Notes to  Consolidated  Financial
Statements  to  indicate  the  reasons  for the  provision  of a full  valuation
allowance,  and (iii)  revising  the  previous  disclosure  of  $320,000  as the
provision  for bad debts at October 31,  1997,  which  should have been shown as
$254,000.


 ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS

                       LUXTEC CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                    Report of Independent Public Accountants


To Luxtec Corporation:

     We have  audited the  accompanying  consolidated  balance  sheets of Luxtec
Corporation (a  Massachusetts  corporation)  and  subsidiaries as of October 31,
1997  and  1998,  and  the  related   consolidated   statements  of  operations,
stockholders'  equity and cash  flows for each of the three  years in the period
ended October 31, 1998. These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the  financial  position of Luxtec  Corporation  and
subsidiaries  as of  October 31,  1997  and  1998,  and  the  results  of  their
operations  and their cash flows for each of the three years in the period ended
October 31, 1998, in conformity with generally accepted accounting principles.



 
                             /s/Arthur Andersen LLP
                               ARTHUR ANDERSEN LLP


Boston, Massachusetts
December 9, 1998

<TABLE>


                       LUXTEC CORPORATION AND SUBSIDIARIES

                           Consolidated Balance Sheets

                                     Assets
<S>                                                                                           <C>             <C>
                                                                                                October 31,

                                                                                             1997              1998
Current Assets:
   Cash                                                                              $        41,712  $        43,698
   Accounts receivable, less reserves of approximately $254,000 and $250,000 in            2,319,945        2,571,230
     1997 and 1998, respectively
   Inventories                                                                             2,527,309        2,549,244
   Prepaid expenses and other current assets                                                  71,191           55,068

         Total current assets                                                              4,960,157        5,219,240

Property and Equipment, at cost                                                            2,476,691        2,570,501

Accumulated Depreciation and Amortization                                                 (1,890,093)      (2,075,345)

         Property and equipment, net                                                         586,598          495,156

Other Assets, net of accumulated amortization of approximately $143,000 and                  255,819          244,754
$109,000 in 1997 and 1998, respectively

         Total assets                                                                $     5,802,574  $     5,959,150

                                         Liabilities and Stockholders' Equity

Current Liabilities:
   Revolving line of credit                                                          $     2,082,854  $     2,186,052
   Current portion of equipment facility loan                                                 65,186   
                                                                                                      88,726
   Accounts payable                                                                          938,733          497,980
   Accrued expenses                                                                          478,931          711,745

         Total current liabilities                                                         3,565,704        3,484,503

Term Note                                                                                    460,250          469,250

Equipment Facility Loan, net of current portion                                              200,992           88,726

Minority Interest                                                                                                  
                                                                                     -                51,386

Commitments (Note 13)

Redeemable Preferred Stock, $1.00 par value:
  Series A Preferred Stock-
  Authorized-500,000 shares
  Issued and outstanding-10,000 shares (at liquidation value)                              1,119,768        1,199,768

Stockholders' Equity:
   Common stock, $.01 par value-
     Authorized-10,000,000 shares
     Issued and outstanding-2,853,491 shares in 1997 and 2,867,592 in 1998                    28,535           28,676
   Additional paid-in capital                                                              8,318,685        8,263,018
   Accumulated deficit                                                                    (7,891,360)      (7,626,177)

         Total stockholders' equity                                                          455,860          665,517

         Total liabilities, redeemable preferred stock  and stockholders' equity     $     5,802,574  $     5,959,150
</TABLE>


     The accompanying notes are an integral part of these consolidated financial
statements.




                       LUXTEC CORPORATION AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)
                                October 31, 1998


(7)    Income Taxes

     As of October 31,  1998,  the  Company had  available  net  operating  loss
carryforwards  of  approximately  $2,034,000,  research and  development  credit
carryforwards   of   approximately   $175,000,   and  general   business  credit
carryforwards of approximately $25,000 available to reduce future federal income
taxes, if any. These carryforwards expire through 2012 and are subject to review
and possible  adjustment by the Internal Revenue Service.  The Tax Reform Act of
1986  limits a  corporation's  ability to utilize  certain  net  operating  loss
carryforwards in the event of a cumulative change in ownership in excess of 50%,
as defined.

     The Company follows the liability  method of accounting for income taxes in
accordance  with the  provisions of SFAS No. 109,  Accounting  for Income Taxes,
whereby a deferred tax  liability is measured by the enacted tax rates that will
be in effect when any differences  between the financial statement and tax bases
of assets and liabilities reverse.

     The   components  of  the  net  deferred  tax  amount   recognized  in  the
accompanying consolidated balance sheets are set forth below:

                                                    1997             1998
        Deferred tax assets                $     1,353,000  $     1,284,000
        Deferred tax liabilities                         -                -
        Valuation allowance                     (1,353,000)      (1,284,000)
                                           $             -  $             -

     The  appropriate  tax  effect  of each  type of  temporary  difference  and
carryforward  before  allocation  of the  valuation  allowance is  summarized as
follows:

                                                      1997             1998
        Net operating losses                 $       889,000  $       814,000
        Inventory reserve                             89,000           95,000
        Bad debt reserve                              74,000           34,000
        Other temporary differences                  129,000          141,000
        Research and development credits             147,000          175,000
        General business credits                      25,000           25,000
                                             $     1,353,000  $     1,284,000

     The  Company has  provided a full  valuation  allowance  due to its limited
history of  profitability.  The Company has  historically  incurred  significant
operating losses.  Although the Company was profitable in fiscal 1998, it cannot
predict future  profitability  with adequate  assurance that its tax assets will
more likely than not be realized  at this time.  The Company  will  periodically
reassess  its forecast and  valuation  allowance  levels and revise the level of
reserve when appropriate.


                               LUXTEC CORPORATION
                                October 31, 1998

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the  Corporation  has duly caused this report to be signed
on its behalf by the  undersigned,  thereunto  duly  authorized,  in the City of
Worcester, Commonwealth of Massachusetts, on the 1st day of April, 1999.

                                             LUXTEC CORPORATION

                                             by   /s/James W. Hobbs    
                                                James W. Hobbs, President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed by the  following  persons in the  capacities  and on the
dates indicated:

Signature                Title                                          Date

/s/ James W. Hobbs
James W. Hobbs           President, Chief Executive Officer       April 1, 1999
                         Officer and Director

/s/ Samuel M. Stein
Samuel M. Stein          Chief Financial Officer, Treasurer       April 1, 1999
                         and Assistant Clerk

/s/ James Berardo
James Berardo            Director                                 April 1, 1999

/s/ Paul Epstein
Paul Epstein             Director                                 April 1, 1999

/s/ James J. Goodman
James J. Goodman         Director                                 April 1, 1999

/s/ Patrick G. Phillipps
Patrick G. Phillipps     Director                                 April 1, 1999

/s/ Thomas J. Vander Salm
Thomas J. Vander Salm    Director                                 April 1, 1999

/s/ Louis C. Wallace
Louis C. Wallace         Director                                 April 1, 1999


                                 
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As  independent  public  accountants,  we hereby  consent to the use of our
reports  and to all  references  to our Firm  included in or made a part of this
Form 10-K, into the Company's  previously filed Registration Statements on Form
S-8 (File Nos. 33-83510, 333-19087 and 333-19107).


                                               S/Arthur Andersen LLP
                                               ARTHUR ANDERSEN LLP



Boston, Massachusetts
April 1, 1999