SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                     --------------------------------------

                                   FORM 10-K/A

      |X| AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 1996

                           Commission File No. 0-20097

                       Advanced Machine Vision Corporation
             (Exact name of registrant as specified in its charter)

             California                                 33-0256103
     State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

         2067 Commerce Drive
            Medford, Oregon                                97504
 (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:  (541) 776-7700

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

Securities  registered pursuant to Section 12(g) of the Act:
                                    Class A Common Stock,  no par  value
                                    Class  A  Warrants
                                    Class B  Warrants
                                    Units,  each  Unit consisting of two shares
                                      of Class A Common Stock, two Class A
                                      Warrants, and one Class B Warrant.

                     --------------------------------------

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 |_|

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 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.                                                                   |_|

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of March 10, 1997, was  approximately  $17,261,000.  (All officers
and directors of the registrant are considered affiliates;  Class B Common Stock
is assumed to be equal in value to Class A Common Stock.)

On March 10, 1997, the registrant had 13,289,857  shares of Class A Common Stock
and  101,835  shares  of Class B Common  Stock,  all no par  value,  issued  and
outstanding.

<PAGE>

Item 12.   Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------------------------

The following  table sets forth  certain  information  regarding the  beneficial
ownership of Class A Common  Stock as of March 10, 1997,  by (i) each person who
is known by AMV to own beneficially  more than 5% of outstanding  Class A Common
Stock; (ii) each of AMV's directors and named executive officers;  and (iii) all
executive officers and directors of AMV as a group:

<TABLE>
<CAPTION>
                                                                                   Approximate
                                                    Amount and Nature of           Percent of
         Name and Address                           Beneficial Ownership           Ownership(1)
         ----------------                           --------------------           ------------
         <S>                                             <C>                           <C>  
         William J. Young                                1,566,300 (2) (4) (5)         11.2%
         2067 Commerce Drive
         Medford, OR 97504

         Allen & Company Incorporated                      731,587 (3)                  6.4%
            and Allen Holding, Inc.
         711 Fifth Avenue
         New York, NY 10022

         Dr. James Ewan                                    872,000 (2) (5)              6.4%
         2067 Commerce Drive
         Medford, OR 97504

         Alan R. Steel                                     726,000 (2) (5)              5.3%
         2067 Commerce Drive
         Medford, OR 97504

         Rodger A. Van Voorhis                             608,333 (6)                  4.4%
         4217 West Fifth Avenue
         Eugene, OR 97402

         Nagaraj P. Murthy, DDS                            400,727 (5)                  3.0%
         1601 North Long Beach Boulevard
         Compton, CA 90221

         Asif S. Ahmad                                     367,394 (5)                  2.7%
         249 East Ocean Boulevard
         Long Beach, CA 90802

         Jack Nelson, Esq.                                  75,000 (5)                     *
         c/o 2067 Commerce Drive
         Medford, OR 97504

         Vikram Dutt                                        25,000 (5)                     *
         150 North Wacker Drive
         Chicago, IL 60606

         Robert M. Loeffler                                 25,000 (5)                     *
         10701 Wilshire Boulevard #1401
         Los Angeles, CA 90024

         Haig S. Bagerdjian                                 25,000 (5)                     *
         20001 Prairie Street
         Chatsworth, CA 91311

         All executive officers and directors            4,690,754                     30.4%
         as a group (10 persons)

<FN>
 *     Less than 1%

(1)    Does  not  include  any  shares  of Class A Common  Stock  issuable  upon
       exercise  of  any  options  other  than  certain  options  held  by  such
       shareholder.

(2)    Includes 952,000, 572,000 and 476,000 shares of restricted stock owned by
       Messrs. Young, Ewan and Steel, respectively.

(3)    Pursuant  to  Schedule  13G,  filed  with  the  Securities  and  Exchange
       Commission on February 14, 1997, this amount  includes  126,904 shares of
       Class A Common  Stock  issuable  upon  exercise  of Class A Warrants  and
       604,683  shares of Class A Common Stock issuable upon exercise of Class B
       Warrants.

(4)    Consists  of (i) 500,000  shares of Class A Common  Stock  issuable  upon
       exercise of vested options; (ii) an aggregate of 14,000 shares of Class A
       Common  Stock  issuable  upon  exercise of 5,000 Class A Warrants and the
       exercise of the Class B Warrants  underlying the Class A Warrants;  (iii)
       72,800  shares of Class A Common Stock  issuable  upon exercise of 52,000
       Class B Warrants  (of which 14,000 Class B Warrants are held by Mr. Young
       jointly with his spouse and 16,000 Class B Warrants are held by Mr. Young
       as trustee for his minor child),  and (iv) 27,500  outstanding  shares of
       Class A Common Stock.

(5)    Includes the currently  vested  portion of options held by Messrs.  Ahmad
       (75,000  shares),  Murthy (75,000 shares),  Nelson (75,000 shares),  Ewan
       (300,000 shares), Steel (250,000 shares), Dutt (25,000 shares),  Loeffler
       (25,000 shares) and Bagerdjian (25,000 shares).

(6)    Consists of (i) 25,000  shares of Class A Common  Stock owned by Whamdyne
       LLC; (ii) 333,333 shares of Class A Common Stock issuable pursuant to the
       terms of a $2,250,000  convertible note to Veneer  Technology,  Inc.; and
       (iii)  250,000  shares of Class A Common Stock  issuable upon exercise of
       warrants owned by Veneer Technology,  Inc. Mr. Van Voorhis is a 25% owner
       of Whamdyne, LLC and Veneer Technology, Inc. and is, therefore, deemed to
       be a beneficial owner of such shares. See also "Certain Transactions."
</FN>
</TABLE>

The Class A Common Stock and Class B Common Stock are substantially identical on
a  share-for-share  basis. The holders of Common Stock vote as a single class on
all matters to come before  stockholders for a vote and may cumulate their votes
in the election of directors  upon giving  notice as required by law. Each share
of Class B Common  Stock is  automatically  converted  into one share of Class A
Common Stock upon its sale or transfer, or the death of the holder.

Compliance With Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------
Under the federal securities laws, the Company's directors,  executive officers,
and any person  holding  more than 10% of the  Company's  Class A Common  Stock,
Redeemable Class A Warrants, Redeemable Class B Warrants or Units (consisting of
shares of Class A Common Stock, Redeemable Class A Warrants and Redeemable Class
B Warrants) are required to report their  ownership of the Company's  securities
and any changes in that  ownership to the  Securities  and Exchange  Commission.
Specific due dates for these reports have been  established,  and the Company is
required to report in this Proxy  Statement  any failures to file by these dates
since the Company became public in March 1992. The Company knows of no instances
of persons  who have failed to file or have  delinquently  filed  Section  16(a)
reports  within the most recently  completed  fiscal year except that one report
covering  beneficial  ownership  by Mr. Van Voorhis of Class A Common  Stock was
filed late.

<PAGE>

                                    SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.


DATED:  June 4, 1997                   ADVANCED MACHINE VISION CORPORATION



                                       By    /s/   Alan R. Steel
                                         --------------------------------------
                                            (Signature)

                                       Title:  Vice President of Finance and
                                               Chief Financial Officer