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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                 FORM 10-KSB/A
                                AMENDMENT NO. 1
[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
 
                        COMMISSION FILE NUMBER 0-288-42
 
[ ]            TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                             SECURITIES ACT OF 1934
 
     FOR THE TRANSITION PERIOD                     TO                     .

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                            SPATIAL TECHNOLOGY INC.
                 (Name of Small Business Issuer in its charter)
 
           DELAWARE                                     84-1035353
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)
 
              2425 55TH STREET, SUITE 100, BOULDER, COLORADO 80301
          (Address of principal executive offices, including zip code)
 
                                 (303) 449-0649
                (Issuer's telephone number, including area code)
 
 Securities registered pursuant to Section 12(b) of the Act: COMMON STOCK, $.01
                                   PAR VALUE
 
        Securities registered pursuant to Section 12(g) of the Act: NONE
 
     Check whether the Issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
 
     Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to be the best of the Issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [ ]
 
     The Issuer's revenues for its most recent fiscal year were: $9,711,000.
 
     The aggregate market value of the voting stock held by non-affiliates of
the Issuer was $7,151,000 as of February 28, 1998.*
 
     The number of shares of Common Stock outstanding was 7,782,964 as of
February 28, 1998.
 
     Transitional Small Business Disclosure Format.  Yes [ ]  No [X]
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     The information required by Part III (Items 9, 10, 11 and 12) is
incorporated by reference to portions of the Issuer's definitive proxy statement
for the 1998 Annual Meeting of Stockholders which will be filed with the
Securities and Exchange Commission within 120 days after the fiscal year ended
December 31, 1997.

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* Excludes 3,837,694 shares of Common Stock held by directors and officers and
  stockholders whose beneficial ownership exceeds five percent of the shares
  outstanding at February 28, 1998. Exclusion of shares held by any person
  should not be construed to indicate that such person possesses the power,
  direct or indirect, to direct or cause the direction of the management or
  policies of the Issuer, or that such person is controlled by or under common
  control with the Issuer.

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                                   SIGNATURES
 
     In accordance with Section 13 or 15(d) of the Exchange Act, the Issuer
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on this 23rd day of October, 1998.
 
                                       SPATIAL TECHNOLOGY INC.
 

                                       By:     /s/ R. BRUCE MORGAN
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                                                   R. Bruce Morgan
                                         President, Chief Operating Officer, and
                                            Director (Principal Financial and
                                            Accounting Officer)
 


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