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

                                   FORM 10-K/A

                             Amendment to Form 10-K
              Filed pursuant to the Securities Exchange Act of 1934

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


                                 AMENDMENT NO. 1

             The undersigned registrant hereby amends the following
      portions of its Annual Report on Form 10-K for the fiscal year ended
                      December 31, 1997 as set forth below:


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COVER PAGE is amended to add the following at the bottom of the page:

================================================================================

                       Documents Incorporated by Reference

     The registrant's annual report to securityholders for the fiscal year ended
December  31, 1997 is  incorporated  by reference in Parts I and II of this Form
10-K. The registrant's proxy statement for its annual meeting of stockholders to
be held on May 7, 1997 or any  adjournment  thereof is incorporated by reference
in Part III of this Form 10-K.

     ITEM 1. BUSINESS,  Manufacturing and Supplies, second paragraph, is amended
to read as follows:

     The Company is dependent on outside unaffiliated  suppliers for some of the
components and parts used in its vision automation systems. Most major parts and
components are available from multiple sources; however, the prisms, required in
RGB Cyclops(TM) color cameras are obtained from a single source supplier,  Canon
U.S.A., Incorporated, pursuant to periodic purchase orders which set forth price
and delivery  terms.  Although  such supplier has not indicated any intention to
limit  or  reduce  sales  of  parts  to the  Company,  if it were to do so,  the
Company's  business,  results of  operations  and financial  condition  could be
adversely affected.  Sales of the Company's  KROMA-SORT(TM) systems,  containing
from one to six RGB Cyclops(TM) cameras each,  represented  approximately 42% of
the Company's 1997 consolidated revenues.  Historically,  AMV has generally been
able to obtain parts and components for its systems, as needed,  either from its
then-current  suppliers  or  replacement  vendors.  AMV  believes  that  it will
continue  to be able to  obtain  required  components  and  parts  from  various
suppliers, although there can be no assurance that it will be able to do so.


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PART  II,  ITEM  7,   Management's   Discussion   and   Analysis   of  Financial
Condition and Results of Operations, Cautionary Statements and Risk Factors, has
been amended as follows:

================================================================================

     Risk factor  "Uncertain  Ability to Manage  Growth and  Integrate  Acquired
     Businesses:" is amended to read as follows:

     Uncertain Ability to Manage Growth and Integrate  Acquired  Businesses:  As
part of its business  strategy,  the Company intends to pursue rapid growth.  In
March and July 1996, the Company  acquired Pulsarr and Ventek which had sales in
1995 of approximately  $11.4 million and $4.4 million,  respectively,  and would
have added  approximately  80% to the Company's 1995 sales on a proforma  basis.
Pulsarr was  subsequently  sold in May 1997  pursuant to an  unsolicited  offer,
which  provided the Company with cash for financial  flexibility  and eliminated
certain potential  liabilities related to non-vision products sold by Pulsarr in
prior years. A growth strategy  involving the integration of new entities,  such
as  Ventek,  will  require  the  establishment  of  sales   representatives  and
distribution  relationships,  expanded  customer service and support,  increased
personnel   throughout  the  Company  and  the  continued   implementation   and
improvement of the Company's  operational,  financial and management information
systems.  There  is no  assurance  that  the  Company  will be  able to  attract
qualified personnel or to accomplish other measures necessary for its successful
integration of Ventek or other acquired entities or for internal growth, or that
the Company can successfully manage expanded operations. As the Company expands,
it may from time to time experience  constraints  that will adversely affect its
ability to satisfy customer demand in a timely fashion. Failure to manage growth
effectively could adversely affect the Company's financial condition and results
of operations.


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PART IV, ITEM 14, Exhibits. Exhibit 13 is amended as follows:

================================================================================

Index to Financial  Statements and Financial  Statement Schedule Included in the
Company's Annual Report to Stockholders is amended as follows:

     Delete:  Consent of Independent Accountants                            F-23

              Management's Discussion and Analysis of
               Financial Condition and Results of Operations                F-24

              Annual Report Close                                           F-28

     Add:     Management's Discussion and Analysis of
               Financial Condition and Results of Operations                F-23

              Annual Report Close                                           F-27


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The text of  Management's  Discussion  and Analysis of Financial  Condition  and
Results of Operations  has been added to Exhibit 13. The revised text of Exhibit
13 is as follows:

================================================================================


Management's Discussion and Analysis of
Financial Condition and Results of Operations
================================================================================

Introduction

Before the February 1994  acquisition  of SRC,  AMV's sole operation was Applied
Laser Systems,  Inc. of Oregon, a manufacturer of laser diode devices. The laser
operation was sold in October 1995.  Consequently,  the results of operations of
ALS have been reported as a discontinued business in the accompanying  financial
statements and in the discussion below.

The Company  acquired SRC,  Pulsarr and Ventek in February 1994,  March 1996 and
July  1996,  respectively.  Pulsarr  was  subsequently  sold  in May  1997.  The
operations  of the acquired  entities are included in the  financial  statements
from their respective acquisition dates, and in the case of Pulsarr, through its
disposition date.

The  following  table sets forth the  results of  operations  for the last three
years (amounts in thousands):

<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                                    ----------------------------------------------------------------------------
                                             1997                       1996                     1995
                                             ----                       ----                     ----
                                      Amount          %           Amount         %          Amount          %
                                    ---------     --------       --------     -------     ---------     --------
<S>                                 <C>           <C>            <C>          <C>         <C>           <C>
Net sales                           $  31,974       100.0%       $ 29,938      100.0%     $  19,394       100.0%
Cost of sales                          16,042        50.2%         15,794       52.8%        11,194        57.7%
                                    ---------     --------       --------     -------     ---------     --------
   Gross profit                        15,932        49.8%         14,144       47.2%         8,200        42.3%
                                    ---------     --------       --------     -------      --------     --------
Operating expenses:
   Selling and marketing                4,930        15.4%          4,662        15.6%        3,255        16.8%
   Research and development             3,950        12.4%          4,038        13.5%        1,987        10.2%
   General and administrative           3,303        10.3%          3,549        11.8%        1,933        10.0%
   Goodwill amortization                  731         2.3%            633         2.1%          371         1.9%
   Charge for acquired
     in-process technology                 --           --          4,915        16.4%           --           --
   Charge for royalty expense              --           --            647         2.2%           --           --
                                    ---------     --------       --------     --------     --------     --------
                                       12,914        40.4%         18,444        61.6%        7,546        38.9%
                                    ---------     --------       --------     --------     --------     --------
Income (loss) from continuing
   operations before other
   income and expense                   3,018         9.4%         (4,300)     (14.4)%          654         3.4%
Gain on sale of Pulsarr                 4,989        15.6%             --           --           --           --
Gain on rescission of stock
   compensation - net                      --            --            --           --          732         3.8%
Investment and other income               371          1.2%           190          .6%          212         1.1%
Interest expense                       (1,263)       (4.0)%        (1,150)      (3.8)%         (483)      (2.5)%
                                    ---------     ---------      --------     --------     --------     --------
Income (loss) from continuing
   operations before income taxes       7,115         22.3%       (5,260)      (17.6)%        1,115         5.8%
Provision for income taxes                 99        (0.3)%           --            --           --           --
                                    ---------     ---------      --------     --------     --------     --------
Income (loss) from continuing
   operations                           7,016         21.9%        (5,260)     (17.6)%        1,115         5.8%
Loss from discontinued
   operations                              --            --            --           --         (173)      (0.9)%
                                    ---------     ---------      --------     --------    ---------     --------
   Net income (loss)                $   7,016         21.9%      $ (5,260)     (17.6)%    $     942         4.9%
                                    =========     =========      ========     ========    =========     ========
</TABLE>

                                      F-24

<PAGE>

Fiscal 1997 Compared to Fiscal 1996

Sales  for 1997  were  $31,974,000,  up 7% when  compared  to sales  for 1996 of
$29,938,000.  Sales of non-food machine vision systems  decreased 4% or $600,000
to $14,924,000. Sales of food machine vision systems increased 18% or $2,636,000
to $17,050,000.  Pulsarr's sales,  which are comprised  entirely of food machine
vision systems,  aggregated $2,558,000 in 1997 and $8,432,000 in 1996. Excluding
Pulsarr from both years,  sales of food machine vision systems increased 142% or
$8,510,000 to $14,492,000  from  $5,982,000.  Total machine vision systems sold,
excluding Pulsarr, were 90 in 1997 and 77 in 1996.

Cost of sales was 50.2% of sales in 1997 and 52.8% in 1996.

Gross  profit  increased  by  13%  to  $15,932,000  in  1997  when  compared  to
$14,144,000  of gross  profit in 1996.  In 1997,  gross  profit  was  49.8%,  as
compared to 47.2% in 1996. The increase in gross profit as a percentage of sales
is  primarily  related  to a larger  volume  of  higher-margin  Ventek  products
included  in 1997,  and an increase  in the  overall  sales  volume at SRC which
allowed for the spreading of fixed costs over a larger sales base.

Selling and marketing  expenses increased 6% in 1997 to $4,930,000 when compared
to $4,662,000 in 1996.  The increase in selling and marketing  expense is due to
the increase in sales. Selling and marketing expenses amounted to 15.4% of sales
in 1997 and 15.6% of sales in 1996.

Research and  development  expenses were  $3,950,000  and $4,038,000 in 1997 and
1996, or 12.4% and 13.5% of sales, respectively.  The decrease was the result of
the inclusion of only four months of Pulsarr's  costs in 1997 as compared to ten
months in 1996,  partially  offset by  increases  in  research  and  development
expenses at both SRC and Ventek.

General and  administrative  expenses  decreased  $246,000 to $3,303,000 in 1997
from $3,549,000 in 1996. The decrease in general and administrative expenses was
the result of the  inclusion of only four months of  Pulsarr's  costs in 1997 as
compared to ten months in 1996,  partially  offset by  increases  in general and
administrative expenses at both SRC and Ventek.

The increase in goodwill amortization is due to a full year of amortization from
the  Ventek  acquisition  in  1997  as  compared  to  only  five months in 1996,
partially offset by lower amortization from Pulsarr as  a  result of its sale in
May 1997.

On May 6,  1997,  AMV sold  Pulsarr  to Barco NV of  Belgium  for $8.4  million,
resulting in a gain of  $4,989,000.  AMV had purchased  Pulsarr on March 1, 1996
for $7.8 million.  This gain  primarily  represents a recovery of the $4,915,000
charge for  acquired  in-process  technology  the  Company  recorded  in 1996 in
conjunction with this acquisition.

The  increase  in  investment  and  other  income is the  result of higher  cash
balances available for investment.

The increase in interest  expense is primarily  due to the inclusion of $233,000
of deferred debt issuance costs  written off as a result of the early  repayment
of $2,500,000 of convertible notes payable.

The  provision  for income  taxes  represents  income  taxes due pursuant to the
Alternative  Minimum Tax rules of the Internal  Revenue Code. As of December 31,
1997,  the  Company  had net  operating  loss  carry-forwards  of  approximately
$13,000,000,  which may be used to offset  future  taxable  income,  if any, and
expire between 2007 and 2011.

Net income for 1997 was  $7,016,000 as compared to a loss of $5,260,000 in 1996.
Net income for 1997 includes a gain on the sale of Pulsarr of  $4,989,000  and a
charge of $233,000  relating to the write-off of deferred  debt issuance  costs,
while  the  net  loss  for  1996  includes  a  charge  for  acquired  in-process
technologies  of  $4,915,000  and a charge  for  deferred  royalty  expenses  of
$647,000.  Income  before  special  items was  $2,260,000  for 1997  compared to
$302,000 for 1996 as a result of the factors discussed above.

                                      F-25

<PAGE>

Fiscal 1996 Compared to Fiscal 1995

Sales  for 1996  were  $29,938,000,  up 54% when  compared  to sales for 1995 of
$19,394,000.  The increase is due to the inclusion of  $11,234,000  of Pulsarr's
and Ventek's sales.  Sales of non-food  machine vision systems  increased 36% or
$4,118,000 to $15,524,000. Sales of food machine vision systems increased 80% or
$6,426,000 to $14,414,000. Total machine vision systems sold in 1996 were 127 as
compared to 67 in 1995.

Cost of sales was 52.8% of sales in 1996 and 57.7% in 1995.

Gross  profit  increased  by 72.5%  to  $14,144,000  in 1996  when  compared  to
$8,200,000 of gross profit in 1995. In 1996, gross profit was 47.2%, as compared
to 42.3% in 1995.  The  increase  in gross  profit as a  percentage  of sales is
primarily related to the higher margin Ventek products included in 1996, as well
as a change in product mix at SRC to higher margin non-food industry systems.

Selling  and  marketing  expenses  increased  43.2% in 1996 to  $4,662,000  when
compared to 1995 due principally to the addition of Pulsarr and Ventek.  Selling
and marketing  expenses amounted to 13.5% of sales in 1996.  Similar expenses in
1995 were $3,255,000 or 16.8% of sales.

Research and  development  expenses were  $4,038,000  and $1,987,000 in 1996 and
1995,  or 13.5%  and 10.2% of  sales,  respectively.  The  larger  research  and
development  level in 1996 was due principally to the continuing  development of
SRC's next generation of vision processor, projects in non-food industry sorting
applications and $885,000 for Pulsarr and Ventek.

General and administrative  expenses increased  $1,616,000 to $3,549,000 in 1996
from $1,933,000 in 1995. The increase in general and administrative  expenses is
due to the  addition of Pulsarr  and Ventek as well as an increase in  personnel
costs and legal fees at SRC and AMV.

The increase in goodwill  amortization is due to the acquisitions of Pulsarr and
Ventek.

As discussed in the Notes to the  Financial  Statements,  on March 1, 1996,  the
Company  acquired Pulsarr for  approximately  $7.8 million.  Approximately  $4.9
million of the purchase price was allocated to in-process technology,  which was
charged to expense  during the quarter ended March 31, 1996.  This charge is not
deductible  for tax  purposes.  The  Company  will need to invest in  additional
development  related  to the  in-process  technology  in  order  to  make  these
technologies commercially viable. These expenditures are expected to be paid out
over the next few years and will be funded  primarily  from cash  generated from
operations.

In the first quarter of 1996, the Company wrote off $647,000 of deferred royalty
expenses relating to certain technologies as all royalties have been earned, and
the Company believes that no significant future economic life exists relating to
the royalty  agreement as a result of changing  technologies  (see Liquidity and
Capital Resources below).

In February 1995, Liviakis Financial Communications, Inc. returned approximately
668,000  previously  issued and  outstanding  shares of AMV Class A Common Stock
pursuant to an award in arbitration in favor of the Company.  A gain of $732,000
was recorded in February 1995 relating to the shares recovered.

The  increase in  interest  expense is due to the  increase in debt  outstanding
relating to the acquisitions of Pulsarr and Ventek.

The net loss for 1996 was  $5,260,000  as  compared to net income of $942,000 in
1995. The variation is due primarily to the non-recurring charges for in-process
technology and royalty expense,  the increased level of research and development
expenses,  and the  non-recurring  gain in 1995  relating  to the  shares of AMV
Common Stock returned pursuant to an arbitration award.

                                      F-26

<PAGE>

Liquidity and Capital Resources

The  financial  condition  of the  Company was  strengthened  during  1997.  The
Company's  cash  balance  and  working  capital   increased  to  $6,045,000  and
$9,133,000,  respectively,  at December 31, 1997 from $1,909,000 and $5,913,000,
respectively,  at December  31,  1996.  The Company  reduced its  long-term  and
current  bank debt to  $8,369,000  at  December  31,  1997 from  $17,593,000  at
December 31, 1996. In 1997,  the  Company's  shareholders'  equity  increased to
$11,951,000 as of December 31, 1997, primarily as a result of net income in 1997
of  $7,016,000.  These  changes  in  debt  and  equity  improved  the  Company's
debt-to-equity  ratio to  1:1.43  as of  December  31,  1997  from  1:0.37 as of
December 31, 1996.

During  1997,  net cash  provided by  operating  activities  totaled  $3,797,000
compared  to cash used in  operating  activities  of  $950,000  in 1996 and cash
provided by operating  activities  of $586,000 in 1995.  Income  before  special
items  was  $2,260,000  in 1997  as  compared  to  $302,000  in 1996  and is the
principle  reason for the increase in cash provided  from  operations in 1997 as
compared to 1996. Increases in inventories used cash of $499,000 and $581,000 in
1997 and 1996,  respectively,  and were necessary to support the growth in sales
volume. A reduction in accounts  receivable  provided cash of $11,000 in 1997 as
compared to an increase in accounts receivable which consumed cash of $1,741,000
in 1996.  These changes in receivables  were the result of the changing level of
net sales in the fourth quarter.  Sales for the fourth quarter of 1997, 1996 and
1995 were $9.2 million, $9.8 million and $5.1 million, respectively.

Cash provided by investment  activities  totaled  $5,996,000 in 1997 compared to
cash used in  investment  activities  of $7,511,000 in 1996 and cash provided by
investment activities of $734,000 in 1995. The sale of Pulsarr provided net cash
of $7,010,000  in 1997,  and the sale of ALS provided  $1,052,000  in 1995.  The
acquisition of Pulsarr in 1996 used cash of $5,984,000.  Consideration given for
the  Ventek  acquisition  was  approximately  $5.1  million  in notes  and other
securities.  Reference  is made to Notes to  Consolidated  Financial  Statements
regarding the July 1999  maturity date for the notes and potential  cash payment
requirements. Cash resources of $1,014,000, $1,527,000 and $598,000 were used to
acquire property and equipment in 1997, 1996 and 1995, respectively. The Company
has no material commitments for capital expenditures at December 31, 1997.

Cash used in financing activities totaled $5,657,000 in 1997 as compared to cash
provided by financing  activities of $6,199,000 in 1996 and  $2,061,000 in 1995.
In 1997,  cash  generated  from  operations and the sale of Pulsarr were used to
repay  the  remaining  $1,265,000  principal  balance  of the  Company's  10.25%
Convertible  Note in April 1997,  to repay early  $2,500,000  of its  $3,400,000
6.75%  Convertible  Note,  at par, in September  1997 and to purchase  1,001,640
shares of the  Company's  Class A Common Stock and 640,000  warrants to purchase
Class A Common Stock for  $1,962,000 in August 1997. In March 1996,  the Company
received  $2,000,000  from the sale of 1,400,000  shares of Class A Common Stock
pursuant  to a private  placement.  In April 1996 and April  1995,  the  Company
received $3,000,000 and $2,000,000, respectively,  representing the net proceeds
of private  placements of  convertible  debt. The cash generated from these 1996
and 1995  transactions  was used to finance  the  acquisition  of Pulsarr and to
provide funds for working capital purposes.

As a result of the settlement in July 1992 of a lawsuit  alleging certain patent
infringements,  SRC entered into a royalty  agreement  whereby aggregate royalty
payments would not exceed $1,600,000.  The final royalty payment of $400,000 was
made in July 1996.  During the quarter  ended March 31, 1996,  the Company wrote
off  against  income  $647,000  of  deferred  royalty  expense  related  to this
settlement as all royalties had been earned and no significant  future  economic
life was estimated to exist.

Prior to 1995 and in 1996, the Company experienced negative operating cash flow.
The Company  believes  it will  operate at a negative  cash flow during  certain
periods in the future due to payment of notes  issued in  connection  with prior
financings and  acquisitions,  working  capital  requirements,  the need to fund
certain  development  projects,  cash  required  to enter new  market  areas and
possible cash needed to fully integrate Ventek's operations. Management believes
that the  Company  has  sufficient  cash to enable the  Company  to sustain  its
operations and to adequately fund the cash flow expected to be used in operating
activities for the next twelve months.  If the Company is unable to consistently
generate sustained  positive cash flow from operations,  the Company may have to
rely on debt or equity financing.  There can be no assurance the Company will be
able to obtain future financing on terms satisfactory to the Company.

                                      F-27

<PAGE>

Outlook

At this time,  management  believes sales will approximate  $30,000,000 for 1998
which is approximately  level with 1997 sales excluding Pulsarr.  The effects of
international   currency   fluctuations   are  expected  to  negatively   impact
operations. For example, with the recent decline in Indonesian currency, further
shipments to that market in the foreseeable  future appear unlikely;  last year,
this market represented over 6% of the Company's total sales. Additionally, with
the continued strength of the U. S. dollar, the Company's new European sales and
service subsidiary,  SRC VISION BV, may have to reduce the price of its products
in Europe.

The Company expects that the plywood manufacturing  market served by Ventek will
remain  depressed  until  at  least the second half of 1998 and possibly longer.
This will likely put pressure on gross margins in 1998.

During 1998,  the Company will  introduce new products  targeted at the food and
plywood  industries.  The  Company  plans to continue  emphasis on research  and
development to penetrate new markets and provide  expanded  sales  opportunities
for the Company during the next two years.


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PART IV,  ITEM 14,  Exhibits.  Exhibit  23 is  amended  to  delete  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations.  The
revised text of Exhibit 23 is as follows:

================================================================================


Consent of Independent Accountants
================================================================================

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting  part of the  Registration  Statement on Form S-3 (No.  333-10847),
Registration  Statement on Form S-8 (No.  33-87064),  Registration  Statement on
Form S-8 (No. 33-76864) and Registration  Statement on Form S-8 (No.  333-42329)
of Advanced Machine Vision  Corporation  (formerly  Applied Laser Systems or ARC
Capital) of our report dated January 23, 1998, except as to Note 10, which is as
of March 10, 1998, appearing on page F-2 of this Annual Report on Form 10-K.




PRICE WATERHOUSE LLP

Portland, Oregon
March 24, 1998


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The signature page is revised as follows:

================================================================================


SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

DATED:  March 9, 1998                        ADVANCED MACHINE VISION CORPORATION


                                             By:  /s/ William J. Young
                                                ------------------------
                                                  William J. Young
                                                  Chief Executive Officer
                                                  and President

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

        Signature                      Title                          Date
        ---------                      -----                          ----


/s/ William J. Young          Chairman of the Board of
--------------------------    Directors, Chief Executive 
    William J. Young          Officer and President,
                              Principal Executive Officer          March 9, 1998


/s/ Alan R. Steel             Chief Financial Officer,
--------------------------    Principal Financial and 
    Alan R. Steel             Accounting Officer                  March 13, 1998


/s/ Haig S. Bagerdjian        Director                            March 11, 1998
--------------------------
    Haig S. Bagerdjian


/s/ Vikram Dutt               Director                            March 10, 1998
--------------------------
    Vikram Dutt


/s/ James Ewan                Director                             March 2, 1998
--------------------------
    James Ewan


/s/ Robert M. Loeffler        Director                             March 9, 1998
--------------------------
    Robert M. Loeffler


/s/ Jack Nelson               Director                            March 23, 1998
--------------------------
    Jack Nelson


/s/ Rodger A. Van Voorhis
--------------------------    Director                            March 30, 1998
    Rodger A. Van Voorhis


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.

DATED:  July 10, 1998                        ADVANCED MACHINE VISION CORPORATION


                                             By:   /s/   Alan R. Steel
                                                --------------------------------
                                                   Alan R. Steel
                                                   Chief Financial Officer,
                                                   Principal Financial and
                                                   Accounting Officer