UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               -------------------
                                 Amendment No. 1
                                   Form 10-K/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13  OR  15(d) OF THE  SECURITIES EXCHANGE
     ACT OF 1934

                For the Fiscal Year Ended September 30, 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: 0-26620

                                   ACCOM, INC.
             (Exact name of Registrant as specified in its charter)

                      Delaware                                  94-3055907
  (State or other jurisdiction of incorporation or           (I.R.S. Employer
                    organization)                           Identification No.)

                               1490 O'Brien Drive
                              Menlo Park, CA 94025
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (650) 328-3818
                       ----------------------------------

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

           Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, $0.001 par value per share
                       ----------------------------------


         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  than 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 was  approximately  $1,870,320 as of December 31, 1998,  based
upon the average bid and asked  prices on the  Over-the-Counter  (OTC)  Bulletin
Board  reported  for such date.  Shares of Common Stock held by each officer and
director and by each person who owns 5% of more of the outstanding  Common Stock
have been  excluded in that such  persons may be deemed to be  affiliates.  This
determination of affiliate status is not necessarily a conclusive  determination
for other purposes.

         There were 10,121,164  shares of  Registrant's  Common Stock issued and
outstanding as of December 31, 1998.



<PAGE>


                                 AMENDMENT NO. 1

                                   FORM 10-K/A


         This  Amendment  No. 1 to Form  10-K/A is being  filed by  Accom,  Inc.
("Accom" or the "Company") to add the Items  comprising Part III information not
later than 120 days after the end of the fiscal  year  covered by the Form 10-K,
as provided in General Instruction G(3) to Form 10-K.


                                    PART III

Item 10.      Directors and Executive Officers of the Registrant

         Information as to the Company's  executive  officers appears at the end
of Part I of the Company's Form 10-K.

                                    DIRECTORS

         Set forth below is information  regarding the directors of the Company,
including  information  furnished by them as to their  principal  occupation  at
present and for the last five years,  certain other  directorships held by them,
the year in which each  became a director  of the  Company  and their ages as of
December 31, 1998:

               Nominees                  Position(s) with the Company        Age
         ----------------------       ---------------------------------      ---
         Junaid Sheikh                Chairman of the Board, President,       45
                                      and Chief Executive Officer
         Lionel M. Allan              Director                                55
         Thomas E. Fanella            Director                                51
         David A. Lahar               Director                                41

Business Experience of Directors

         Junaid  Sheikh has served as the  Chairman  of the  Company's  Board of
Directors  since June 1988 and as the Company's  President  and Chief  Executive
Officer since  November  1991. Mr. Sheikh was also the President and Chairman of
the Board of Directors of Axial Systems Corporation,  a maker of on-line editing
systems, from May 1990 to October 1991.

         Lionel M. Allan has served on the  Company's  Board of Directors  since
April 1995.  For more than the past five years,  Mr. Allan has been President of
Allan  Advisors,  Inc., a board and legal  consulting  firm. Mr. Allan also is a
director and past Chairman of the Board of KTEH Public Television  Channel 54 in
San Jose, California,  a director of Global Motorsport Group, Inc., a motorcycle
products   company,   and  a  director  of  Catalyst   Semiconductor,   Inc.,  a
semiconductor company.

         Thomas E. Fanella has served on the Company's  Board of Directors since
March  1997.  Since  August  1988,  Mr.  Fanella  has been  President  and Chief
Executive Officer of KTEH Public 


                                       
<PAGE>

Television Channel 54 in San Jose, California. Mr. Fanella is also a director of
the Catholic  Television  Network,  the Pacific Mountain Network and the Silicon
Valley Forum.

         David A. Lahar has served on the  Company's  Board of  Directors  since
February 1998.  Since September 1992, Mr. Lahar has been a Managing  Director of
EOS Capital, Inc., an investment, venture capital and consulting firm. From 1992
to  June  1996,  Mr.  Lahar  was  the  President  of  Aurora  Electronics,  Inc.
("Aurora"), a company which he co-founded and which is a provider of spare parts
distribution  services  and  electronics  recycling  and  recovery  services  to
computer manufacturers and field service providers. Mr. Lahar remains a director
of  Aurora.  From  1986 to  1992,  Mr.  Lahar  was a  Managing  Director  in the
Investment Banking Division of PaineWebber Incorporated.

         The Company  currently has authorized four directors.  Each director is
elected for a period of one year at the Company's annual meeting of stockholders
and serves until the next annual  meeting or until his successor is duly elected
and qualified.  There are no family  relationships among any of the directors or
executive officers of the Company. Except for grants of stock options, directors
are not compensated for their services as directors.

Board Meetings and Committees

         The Board of Directors held a total of seven  meetings  during the year
ended September 30, 1998. Each incumbent  director  attended at least 75% of the
aggregate  number of meetings of the Board of Directors and of the Committees on
which  such  directors  served and that were held  during  the period  that such
individual was a member of the Board of Directors. The Company's Audit Committee
is comprised of Messrs.  Fanella and Lahar.  The Audit Committee met once during
the  fiscal  year  ended  September  30,  1998.  The  Company  does  not  have a
Compensation  or  Nominating  committee and did not during the fiscal year ended
September 30, 1998.

Item 11. Executive Compensation


                 EXECUTIVE COMPENSATION AND RELATED INFORMATION

Report of the Board of Directors

         The Board of Directors has general  responsibility for establishing the
compensation   payable  to  the  Company's  executive  officers  and  other  key
executives and has the sole and exclusive  authority to administer the Company's
1995 Stock  Option/Stock  Issuance  Plan (the "Stock  Option  Plan") under which
grants may be made to such individuals. Until September 15, 1996, such functions
were performed by the Compensation  Committee of the Board and are now performed
by the full Board of Directors.

         General  Compensation  Policy.  Under the  supervision  of the Board of
Directors,  the Company's  compensation policy is designed to attract and retain
qualified key executives critical to the Company's growth and long-term success.
It is the  objective  of the  Board  of  Directors  to  have a  portion  of each
executive's  compensation  contingent upon the Company's  performance as well as
upon  the  individual's  personal  performance.   Accordingly,   each  executive
officer's  compensation package is comprised of three elements:  (i) base salary
which reflects individual


                                       3
<PAGE>

performance  and expertise,  (ii) variable bonus awards payable in cash and tied
to the achievement of certain performance goals for the Company or the executive
and  (iii)  long-term,   stock-based  incentive  awards  that  are  designed  to
strengthen  the mutuality of interests  between the  executive  officers and the
Company's  stockholders.  The summary below describes in more detail the factors
which the Board of Directors considers in establishing each of the three primary
components of the compensation package provided to the executive officers.

         Base Salary.  The level of base salary is established  primarily on the
basis of the individual's  qualifications and relevant experience, the strategic
goals for which he has responsibility, the compensation levels at companies that
compete with the Company for business and executive  talent,  and the incentives
necessary to attract and retain qualified management. Base salary is reevaluated
each year to take into account the  individual's  performance  and to maintain a
competitive  salary structure.  Company  performance does not play a significant
role in the determination of base salary.

         Cash-Based  Incentive  Compensation.  Cash  bonuses  are  awarded  on a
discretionary  basis to  executive  officers  on the basis of their  success  in
achieving  designated  individual  goals and the Company's  success in achieving
specific company-wide goals, such as customer  satisfaction,  revenue growth and
earnings growth.

         Long-Term  Incentive  Compensation.  The Company has utilized the Stock
Option Plan to provide  executives  and other key employees  with  incentives to
maximize long-term  stockholder  values.  Awards under this plan by the Board of
Directors  take the form of  stock  options  designed  to give the  recipient  a
significant  equity stake in the Company and thereby closely align his interests
with those of the  Company's  stockholders.  Factors  considered  in making such
awards include the  individual's  position in the Company,  his  performance and
responsibilities,  and internal comparability  considerations.  In addition, the
Board of  Directors  takes into  account  each  individual's  position  with the
Company and his existing holdings of unvested options.  Each option grant allows
the  executive  officer to acquire  shares of Common  Stock at a fixed price per
share (the fair market  value on the date of grant)  over a specified  period of
time (up to 10 years). The options typically vest in periodic  installments over
a four-year period, contingent upon the executive officer's continued employment
with the Company. Accordingly, the option will provide a return to the executive
officer only if he remains in the Company's service, and then only if the market
price of the Common Stock appreciates over the option term.

         CEO  Compensation.  In setting the  compensation  payable during fiscal
1998 to the Company's  Chief  Executive  Officer,  Junaid  Sheikh,  the Board of
Directors used the same factors as described  above for the executive  officers.
The  Board  established  a  combination  compensation  package  for Mr.  Sheikh,
including a base salary and stock option  grants in line with those  received by
other executives of comparably-sized companies in similar industries.

         Report on Repriced Stock  Options.  In May 1998, the Board of Directors
determined  that it was in the best  interest of the Company to offer to reprice
the then-existing stock options of the Company with exercise prices in excess of
the  then-current  fair market value of the Company's  Common Stock. The Company
also changed the vesting on such options from a five-year  period to a four-year
period, with 25% of the shares vesting at the end of the first year and the rest


                                       4
<PAGE>

vesting  equally  over the  following  three  years.  Included in the  repricing
actions  were  options  held by the  Company's  executive  officers  and certain
directors, but not any of the options that had been automatically granted to the
non-employee  directors pursuant to the Stock Option Plan. The objectives of the
Stock  Option Plan are to promote  the  interests  of the  Company by  providing
employees, certain directors, and certain consultants or independent contractors
an incentive to acquire a proprietary interest in the Company and to continue to
render  services to the Company.  It was the view of the Board of Directors that
stock options with exercise prices  substantially above the current market price
of the Company's  Common Stock were viewed  negatively by most  optionees of the
Company,  and provided little,  if any, equity  incentive to the optionees.  The
Board thus concluded that such option grants  seriously  undermined the specific
objectives of the Stock Option Plan and should  properly be repriced.  In making
this decision, the Board also considered the fairness of such a determination in
relation to other  stockholders.  In the opinion of the Board, the stockholders'
long-term  best interests were clearly served by the retention and motivation of
optionees.

         In this  context,  the Board  decided that  effective May 15, 1998 (the
"Grant Date") all optionees holding stock options with exercise prices in excess
of the  fair  market  value of the  Company's  Common  Stock  should  receive  a
one-for-one  repricing of their  then-existing  unexercised stock options with a
new  exercise  price set at $1.03125  per share,  the fair  market  value of the
Company's  Common Stock on the Grant Date. The Company  completed this repricing
through a one-for-one  stock option exchange of  "underwater"  stock options for
all  optionees.  The vesting  schedule of the new options,  as well as all other
options,  was  changed  from a vesting  schedule  over a  five-year  period to a
vesting  schedule  over a four-year  period (with 25% vesting after one year and
the balance  vesting on a equal  monthly  basis  thereafter).  The  exchange was
completed  in May 1998.  It is the opinion of the Board of  Directors  that this
program  helped  build  optionee  morale and  provided  new  incentives  for the
Company's employees and management.

                                                 The Board of Directors
                                                 Junaid Sheikh
                                                 Lionel M. Allan
                                                 Thomas E. Fanella
                                                 David A. Lahar

Compensation Committee Interlocks and Insider Participation

         No executive  officer of the Company serves as a member of the board of
directors  or  compensation  committee  of any  entity  which  has  one or  more
executive officers serving as a member of the Company's Board of Directors.  Mr.
Sheikh,  Chairman  of the  Board  of  Directors,  is also  President  and  Chief
Executive  Officer of the Company.  Mr. Sheikh  participated in deliberations of
the Company's Board of Directors concerning executive officer compensation.

Stock Performance Graph

         The following graph shows a comparison of cumulative total  stockholder
returns for the  Company,  the Nasdaq Total Return  Index,  and the  Hambrecht &
Quist Technology Index for the period commencing September 26, 1995, the date of
the initial public  offering of the Company's  Common Stock,  to the last day of
the Company's fiscal year ended September 30, 1998.


                                       5
<PAGE>
<TABLE>
[The following descriptive data is supplied in accordance with Rule 304(d) of Regulation S-T.]
<CAPTION>
                                               9/26/95      9/30/95      9/30/96      9/30/97      9/30/98
                                               -------      -------      -------      -------      -------
<S>                                              <C>        <C>          <C>          <C>          <C>
Accom, Inc.                                      $100       $ 97.22      $ 22.22      $ 29.17      $  4.17
NASDAQ Total Return Index                        $100       $100.55      $119.31      $163.79      $164.19
Hambrecht & Quist Technology Index               $100       $101.14      $111.02      $165.53      $153.80
</TABLE>

         Notwithstanding  anything  to  the  contrary  set  forth  in any of the
Company's previous filings under the Securities Act of 1933, as amended,  or the
Securities  Exchange Act of 1934,  as amended,  which might  incorporate  future
filings made by the Company under those  statutes,  the preceding  Report of the
Board of Directors on Executive Compensation and Stock Performance Graph are not
to be incorporated by reference into any of those previous filings;  nor is such
report or graph to be  incorporated  by reference  into any future filings which
the Company may make under those statutes.

Summary of Cash and Certain Other Compensation
<TABLE>
         The following  Summary  Compensation  Table sets forth the compensation
earned by the Company's Chief Executive Officer and the three other highest-paid
executive  officers  whose salary and bonus for the fiscal year ended  September
30,  1998 was in excess of $100,000  (collectively,  the "Named  Officers")  for
services rendered in all capacities to the Company for that fiscal year.



<CAPTION>
                                            SUMMARY COMPENSATION TABLE

                                                                                      Long-Term
                                                           Annual Compensation       Compensation
                                                           -------------------       ------------
                                         Fiscal Year                                  Securities
                                            Ended                                     Underlying         All Other
Name and Present Principal Position        Sept. 30     Salary ($)   Bonus ($)(1)     Options (#)*   Compensation ($)
--------------------------------------   -----------    ----------   -----------     -------------   ----------------
<S>                                          <C>        <C>            <C>            <C>               <C>
Junaid Sheikh ........................       1998       $170,528           $0         147,286 (2)       $2,722  (5)
   President, Chief Executive Officer        1997       $149,220           $0          87,286 (3)         $866  (5)
   and Chairman of the Board                 1996       $159,644           $0         137,286 (4)       $2,266  (5)
   
                                        

Ian Craven ...........................       1998       $141,250       $2,000          88,125 (6)       $1,449  (5)
   Senior Vice President , Engineering       1997       $130,000       $5,000          58,125 (7)         $351  (5)
                                             1996       $129,000           $0          33,125 (8)       $1,203  (5)
                                         

W. Harris Rogers ....................        1998       $118,199       $1,000          65,499(9)          $492 (12)
   Vice President, Marketing                 1997       $101,439       $4,716          54,166(10)         $351 (12)
                                             1996        $84,251       $1,439          34,166(11)         $369 (12)
                                        

Donald W. Petersen ..................        1998       $124,345           $0         105,833 (13)        $549 (12)
   Vice President, Manufacturing             1997       $111,416       $5,000          75,833 (14)        $330 (12)
                                             1996       $105,502           $0          50,833 (15)        $347 (12)

------------------------------------
<FN>
(*) Includes  options repriced in the fiscal years ending September 30, 1996 and 1997.

(1) Represents bonus compensation earned in such fiscal year.

(2) Includes options to purchase 87,286 shares of the Company's Common Stock that were canceled on May 15, 1998 and
    repriced to $1.03125 per share. See "Option Grants in Last Fiscal Year" below.


                                                         6
<PAGE>

(3)  Represents  options to purchase 87,286 shares of the Company's Common Stock that were canceled on February 18,
     1997 and repriced to $1.3125 per share.

(4)  Includes  options to purchase 54,166 shares of the Company's Common Stock that were canceled on April 23, 1996
     and repriced to $3.25 per share.

(5)  Represents  standard life insurance and key man insurance  premiums paid by the Company for the benefit of the
     named Officer.

(6)  Includes  options to purchase  58,125 shares of the Company's  Common Stock that were canceled on May 15, 1998
     and repriced to $1.03125 per share. See "Option Grants in Last Fiscal Year" below.

(7)  Includes  options to purchase  18,125 shares of the Company's  Common Stock that were canceled on February 18,
     1997 and repriced to $1.3125 per share.

(8)  Includes  options to purchase 18,125 shares of the Company's Common Stock that were canceled on April 23, 1996
     and repriced to $3.25 per share.

(9)  Includes  options to purchase  45,499 shares of the Company's  Common Stock that were canceled on May 15, 1998
     and repriced to $1.03125 per share. See "Option Grants in Last Fiscal Year" below.

(10) Represents  options to purchase 34,166 shares of the Company's  Common Stock that were canceled on February 18,
     1997 and repriced to $1.3125 per share.

(11) Includes  options to purchase  14,166 of the  Company's  Common Stock that were canceled on April 23, 1996 and
     repriced to $3.25 per share.

(12) Represents standard life insurance premiums paid by the Company for the benefit of the Named Officer.

(13) Includes  options to purchase  75,833 shares of the Company's  Common Stock that were canceled on May 15, 1998
     and repriced to $1.03125 per share. See "Option Grants in Last Fiscal Year" below.

(14) Includes  options to purchase  35,833 shares of the Company's  Common Stock that were canceled on February 18,
     1997 and repriced to $1.3125 per share.

(15) Includes  options to purchase 35,833 shares of the Company's Common Stock that were canceled on April 23, 1996
     and repriced to $3.25 per share.
</FN>
</TABLE>


                                                         7
<PAGE>




Option Grants
<TABLE>
         The  following  table  provides  information  with respect to the stock
option grants made during the year ended  September 30, 1998 under the Company's
1995  Stock  Option/Stock   Issuance  Plan  to  the  Named  Officers.  No  stock
appreciation rights were granted to these individuals during such fiscal year.
<CAPTION>

                                         OPTION GRANTS IN LAST FISCAL YEAR

                                                                                                Potential Realizable
                                                                                               Value at Assumed Annual
                                                                                                    Rate of Stock
                                                                                                 Price Appreciation
                                                Individual Grants                                  for Option Term
                          ---------------------------------------------------------------    ----------------------------

                                              % of Total
                                                Options
                                              Granted to       Exercise
                              Options        Employees in      Price (2)     Expiration
Name                          Granted         Fiscal Year      ($/share)        Date          5% ($)(3)     10% ($)(3)
----                          -------         -----------      ---------        ----          ---------     ----------
<S>                          <C>                 <C>             <C>           <C>              <C>             <C> 
Junaid Sheikh                60,000(1)          18.7%            $0.8750       2/05/08          33,017          83,671
                              4,166(4)            N/A            $1.0313       1/19/05           1,656           3,826
                             50,000(4)            N/A            $1.0313       1/15/06          23,407          55,557
                             33,120(4)            N/A            $1.0313       9/03/06          17,062          41,212

Ian Craven                   30,000(1)           9.4%            $0.8750       2/05/08          16,508          41,836
                             40,000(4)            N/A            $1.0313       3/14/07          22,214          54,453
                              3,125(4)            N/A            $1.0313       1/15/05           1,240           2,864
                             15,000(4)            N/A            $1.0313       1/15/06           7,022          16,667

W. Harris Rogers             20,000(1)           6.2%            $0.8750       2/05/08          11,005          27,890
                             20,000(4)            N/A            $1.0313       3/14/07          11,007          27,227
                             15,000(4)            N/A            $1.0313       7/10/06           7,557          18,178
                              2,499(4)            N/A            $1.0313       7/01/05           1,072           2,507
                              8,000(4)            N/A            $1.0313       1/15/06           3,745           8,889

Donald W. Petersen           30,000(1)           9.4%            $0.8750       2/05/08          16,508          41,836
                             40,000(4)            N/A            $1.0313       3/14/07          22,214          54,453
                             20,833(4)            N/A            $1.0313      10/10/04           7,882          18,076
                             15,000(4)            N/A            $1.0313       1/15/06           7,022          16,667
<FN>
------------------

(1)      These options 25% vest on February 5, 1999, and thereafter  one 1/36th of the remaining  unvested  options
         vest each month.  The Board of Directors  also has the authority to provide for the  automatic  vesting of
         shares subject to the outstanding option upon the occurrence of certain hostile takeovers. Each option has
         a maximum term of 10 years,  subject to earlier  termination in the event of the  optionee's  cessation of
         employment with the Company.

(2)      The  exercise  price may be paid in cash,  in shares of Common  Stock  valued at fair market  value on the
         exercise date or through a cashless exercise procedure  involving a same-day sale of the purchased shares.
         The Company may also  finance the option  exercise  by loaning the  optionee  sufficient  funds to pay the
         exercise  price for the purchased  shares and the federal and state income tax  liability  incurred by the
         optionee in connection with such exercise.



                                                         
<PAGE>

(3)      Disclosure of the 5% and 10% assumed annual rates of compounded  stock price  appreciation  is mandated by
         the Securities and Exchange  Commission.  There is no assurance  provided to any executive  officer or any
         other holder of the Company's  securities that the actual stock price appreciation over the 10-year option
         term will be at the assumed 5% and 10% levels or at any other  defined  level.  Unless the market price of
         the  Company's  Common Stock  appreciates  over the option term, no value will be realized from the option
         grants made to the executive officers.

(4)      Represents  option granted on May 15, 1998 in connection with the cancellation of an existing  outstanding
         option with an exercise price in excess of $1.0313 per share.  Concommitant  with the repricing on May 15,
         1998, the vesting  schedule for these options changed.  Under the previous method,  options vested in five
         equal  annual  installments  with 20% of the option  shares  vesting on a cliff  basis  after each year of
         service.  Under the new method,  options  will vest and be  exercisable  with respect to 25% of the option
         shares after one year of service, and 1/36th per month for each month of service thereafter. See "Ten-Year
         Option/SAR Repricings" below.
</FN>
</TABLE>


Option Exercises and Holdings
<TABLE>
         The table  below sets forth  information  concerning  the  exercise  of
options during the fiscal year ended September 30, 1998 and unexercised  options
held as of the end of such year by the  Named  Officers.  No stock  appreciation
rights were  exercised  during such fiscal year or  outstanding as of the end of
that fiscal year.
<CAPTION>
                                  AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                                         AND FISCAL YEAR-END OPTION VALUES


                                                                          Number of
                                                                    Securities Underlying             Value of Unexercised
                              Shares            Aggregate           Unexercised Options at          In-the-Money Options at
                           Acquired On       Value Realized            Fiscal Year End                Fiscal Year End (1)
Name                         Exercise             ($)             Exercisable/Unexercisable        Exercisable/Unexercisable
----                     -----------------  ------------------  -------------------------------  -------------------------------
<S>                           <C>                <C>                   <C>                                  <C>   
Junaid Sheikh                   0                  $0                  70,271 / 77,015                      $0 / $0

Ian Craven                      0                  $0                  27,864 / 60,261                      $0 / $0

W. Harris Rogers              8,667              $3,813                21,922 / 43,577                      $0 / $0

Donald W. Petersen              0                   0                  47,482 / 60,434                      $0 / $0

--------------
<FN>
(1)      Market price at fiscal year end ($0.375) less exercise price. For purposes of this calculation, the fiscal
         year end market price of the shares is deemed to be the closing sale price of the  Company's  Common Stock
         as reported on the Over-the-Counter Bulletin Board on September 30, 1998.
</FN>
</TABLE>


Ten-Year Option/SAR Repricings
<TABLE>
         The following table sets forth certain  information as of September 30,
1998  with  respect  to the  repricing  of  certain  stock  options  held by the
Company's executive officers.



                                                         9
<PAGE>

<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                   Market                                 
                                                                  Price Of       Exercise                   Length Of    
                                                   Number Of      Stock At       Price At                  Original    
                                                  Securities      Time Of        Time Of                  Option Term  
                                                  Underlying     Repricing      Repricing                  Remaining   
                                                    Options         Or             Or            New       At Date Of  
                                                  Repriced Or    Amendment      Amendment      Exercise    Repricing   
               Name                    Date       Amended (#)       ($)            ($)         Price ($)  Or Amendment
----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>            <C>            <C>          <C>          <C>
Junaid Sheikh (1)................      5/15/98       4,166         $1.03125       $1.3125      $1.03125     6.7 years
                                       5/15/98      50,000         $1.03125       $1.3125      $1.03125     7.7 years
   President, Chief Executive          5/15/98      33,120         $1.03125       $1.3125      $1.03125     8.3 years
   Officer and Chairman of the Board   2/18/97       4,166         $1.3125        $3.25        $1.3125      7.9 years
                                       2/18/97      50,000         $1.3125        $3.25        $1.3125      8.9 years
                                       2/18/97      33,120         $1.3125        $1.88        $1.3125      9.5 years
                                       4/23/96       4,166         $3.25          $4.80        $3.25        8.7 years
                                       4/23/96      50,000         $3.25          $5.75        $3.25        9.7 years
----------------------------------------------------------------------------------------------------------------------

Ian Craven (1)...................      5/15/98       3,125         $1.03125       $1.3125      $1.03125     6.7 years
                                       5/15/98      15,000         $1.03125       $1.3125      $1.03125     7.7 years
   Senior Vice President ,             5/15/98      40,000         $1.03125       $1.3125      $1.03125     8.8 years
   Engineering                         2/18/97       3,125         $1.3125        $3.25        $1.3125      7.9 years
                                       2/18/97      15,000         $1.3125        $3.25        $1.3125      8.9 years
                                       4/23/96       3,125         $3.25          $4.80        $3.25        8.7 years
                                       4/23/96      15,000         $3.25          $5.75        $3.25        9.7 years
----------------------------------------------------------------------------------------------------------------------

W. Harris Rogers (1).............      5/15/98      15,000         $1.03125       $1.3125      $1.03125     8.2 years
                                       5/15/98       2,499         $1.03125       $1.3125      $1.03125     7.1 years
   Vice President, Marketing           5/15/98       8,000         $1.03125       $1.3125      $1.03125     7.7 years
                                       5/15/98      20,000         $1.03125       $1.25        $1.03125     8.8 years
                                       2/18/97      15,000         $1.3125        $3.25        $1.3125      9.4 years
                                       2/18/97       4,166         $1.3125        $3.25        $1.3125      8.4 years
                                       2/18/97      10,000         $1.3125        $3.25        $1.3125      8.9 years
                                       2/18/97       5,000         $1.3125        $3.25        $1.3125      9.4 years
                                       4/23/96       4,166         $3.25          $6.00        $3.25        9.2 years
                                       4/23/96      10,000         $3.25          $5.75        $3.25        9.7 years
----------------------------------------------------------------------------------------------------------------------

Donald W. Petersen (1)...........      5/15/98      20,833         $1.03125       $1.31        $1.03125     6.4 years
                                       5/15/98      15,000         $1.03125       $1.31        $1.03125     7.7 years
   Vice President, Manufacturing       5/15/98      40,000         $1.03125       $1.31        $1.03125     8.8 years
                                       2/18/97      20,833         $1.3125        $3.25        $1.3125      7.9 years
                                       2/18/97      15,000         $1.3125        $3.25        $1.3125      8.9 years
                                       4/23/96      20,833         $3.25          $4.80        $3.25        8.7 years
                                       4/23/96      15,000         $3.25          $5.75        $3.25        9.7 years
----------------------------------------------------------------------------------------------------------------------
<FN>
------------------------------------------


(1)      The Company repriced certain options in April 1996, February 1997 and May 1998. In each instance, in order
         to reincentivize  certain of its employees,  the  Compensation  Committee of the Board of Directors or the
         Board of Directors  itself approved an option exchange for all employees  holding options with an exercise
         price in excess of the then current fair market value (which is the price set forth in the column entitled
         "Market  Price Of Stock At Time of Repricing Or  Amendment"  above);  such  repricings  entitled each such
         employee to cancel their  outstanding  options in exchange for new options with an exercise price equal to
         the then current fair market value of the Company's  Common Stock on the date of the approval by the Board
         of Directors or Compensation  Committee.  In the April 1996 and February 1997 repricings,  the new options
         were subject to the same vesting  schedule as the canceled  options,  including the same original  vesting
         commencement date. In the May 1998 repricing, the new options were amended to vest as follows: 25% of each
         grant vests on the  original  vesting  commencement  date,  and  thereafter,  one 1/36th of the  remaining
         unvested options of each grant vest each month for the next three years.
</FN>
</TABLE>

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         The members of the Board of Directors,  the  executive  officers of the
Company  and  persons  who hold more  than ten  percent  (10%) of the  Company's
outstanding  Common Stock are subject to the reporting



                                       10
<PAGE>

requirements  of Section  16(a) of the  Securities  Exchange Act of 1934,  which
requires such individuals to file reports with respect to their ownership of and
transactions in the Company's securities.  Officers,  directors and greater than
ten percent (10%)  stockholders  are required to furnish the Company with copies
of all such reports they file.  Based solely on its review of the copies of such
forms received by it, or written  representations from certain reporting persons
that no Forms 5 were  required for those  persons,  the Company  believes  that,
during  the  fiscal  year  ended  September  30,  1998 all  filing  requirements
applicable to its officers,  directors,  and greater than ten-percent beneficial
owners were complied with except that each of Messrs. Junaid Sheikh, Ian Craven,
W. Harris Rogers, Donald Petersen, Paul Hansil and Lionel Allan failed to timely
file a year-end report on Form 5 to reflect the repricing of outstanding options
in May 1998, but have  subsequently  reported such repricing  transactions  on a
Form 5.

Item 12.      Security Ownership of Certain Beneficial Owners and Management

                            COMMON STOCK OWNERSHIP OF
                    CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
         The following table sets forth certain information known to the Company
with respect to the  beneficial  ownership of the  Company's  Common Stock as of
December 31, 1998 by (i) all persons who are  beneficial  owners of five percent
or more of the  Company's  Common Stock,  (ii) each director and nominee,  (iii)
each  executive  officer of the  Company,  and (iv) all  current  directors  and
executive officers as a group.
<CAPTION>
                      Name and Address,
                       if Required, of                                      Shares                        Percent of Shares
                      Beneficial Owner                             Beneficially Owned (1)(2)          Beneficially Owned (1)(2)
                      ----------------                             -------------------------          -------------------------
<S>                                                                      <C>                                  <C>  
Michael Luckwell .........................................               3,418,750                            33.8%
    26 Catherine Place
    London SW1E 6HF

El Dorado Ventures and affiliated entities (3)............                 988,782                             9.8%
    20300 Stevens Creek Boulevard
    Suite 395
    Cupertino, CA 95014

Scitex Digital Video, Inc (4).............................               1,000,000                             9.0%
    c/o Scitex Corporation Ltd.
    P.O. Box 330
    Herzilya B 46103 Israel

AWM Investment Company and affiliates (5) ................                 742,100                             7.3%
    153 East 53rd Street, 51st Floor
    New York, NY 10022

Junaid Sheikh (6).........................................               1,003,501                             9.8%

Phillip Bennett (7).......................................                 750,000                             7.4%

Ian Craven (8)............................................                 117,009                             1.2%

Donald W. Petersen (9)....................................                  61,144                             *

William Harris Rogers (10)................................                  32,129                             *

William Ludwig (11).......................................                       0                             *


                                                           11
<PAGE>
Donald McCauley (11)......................................                       0                             *

Lionel M. Allan (12)......................................                 167,023                             1.6%

Thomas E. Fanella (13)....................................                  12,500                             *

David A. Lahar (14).......................................                 110,000                             1.1%

All executive officers and directors as a group
    (10 persons) (15).....................................               2,253,306                            21.5%
<FN>
----------

*        Less than one percent (1%).

(1)      Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the
         Company believes that persons named in the table have sole voting and investment power with respect to all
         shares of Common Stock held by such person.

(2)      The number of shares of Common Stock  beneficially  owned includes the shares  issuable  pursuant to stock
         options which may be exercised  within 60 days after December 30, 1998.  Shares issuable  pursuant to such
         options are deemed outstanding for computing the percentage of the person holding such options but are not
         outstanding for computing the percentage of any other person.

(3)      Reflects share ownership as of December 31, 1998, based on the Company's  records.  Includes 10,334 shares
         of Common  Stock  owned by El Dorado  C&L Fund,  L.P.;  5,765  shares of Common  Stock  owned by El Dorado
         Technology  IV, L.P.;  452,326 shares of Common Stock owned by El Dorado  Ventures;  and 520,357 shares of
         Common Stock owned by El Dorado Ventures III, L.P. Such information is based upon the Company's  knowledge
         after investigation, but without independent confirmation from such entities.

(4)      Includes a currently exercisable warrant to purchase 250,000 shares of the Company's Common Stock at $1.00
         per share and a currently  exercisable warrant to purchase 750,000 shares of the Company's Common Stock at
         $3.00 per share.  Both  warrants  terminate  upon the earlier to occur of (a)  December 10, 2008 or (b) an
         acquisition or change in control of the Company.

(5)      Reflects  share  ownership  as of December  31,  1998,  based on the  Company's  records.  Such shares are
         beneficially owned by (i) Special Situations Fund III, L.P., a Delaware limited  partnership (the "Fund"),
         (ii) MGP Advisers  Limited  Partnership,  a Delaware  Limited  Partnership  ("MGP"),  (iii) AWM Investment
         Company,  Inc., a Delaware  corporation  ("AWM") and (iv) Austin W. Marxe. MGP is a general partner of and
         investment adviser to the Fund. MGP is registered as an investment  adviser under the Investment  Advisers
         Act of 1940, as amended.  AWM, a Delaware corporation  primarily owned by Austin Marxe, serves as the sole
         general partner of MGP. AWM is a registered  investment adviser under the Investment Advisers Act of 1940.
         Austin W. Marxe is also the principal  limited  partner of MGP and is the  President  and Chief  Executive
         Officer of AWM. Mr. Marxe is principally responsible for the selection, acquisition and disposition of the
         portfolio  securities by AWM on behalf of MGP and the Fund.  Such  information is based upon the Company's
         knowledge after investigation, but without independent confirmation from such entities.

(6)      Includes  90,827 shares  issuable upon currently  exercisable  options held by Mr.  Sheikh.  Also includes
         912,674 shares owned  indirectly by Mr. Sheikh and Mr.  Sheikh's wife as Trustees of the Sheikh  Revocable
         Trust.

(7)      Includes 650,000 shares subject to a repurchase right of the Company,  at the issuance price, which lapses
         in equal monthly increments over a period of three years, beginning December 1998.

(8)      Includes 41,353 shares issuable upon currently exercisable options held by Mr. Craven.

(9)      Represents 61,144 shares issuable upon currently exercisable options held by Mr. Petersen.

(10)     Includes 32,129 shares issuable upon currently exercisable options held by Mr. Rogers.

(11)     Messrs. McCauley and Ludwig joined the Company in December 1998.


                                                        12
<PAGE>

(12)     Includes 54,151 shares issuable upon currently exercisable options held by Mr. Allan. Also includes 12,456
         shares owned  indirectly by Mr. Allan as the beneficiary of the Allan  Advisors,  Inc. Profit Sharing Plan
         FBO Lionel M. Allan.  Also includes 100,000 shares which are subject to a repurchase right of the Company,
         at the issuance  price,  which lapses with respect to one-third of the shares after one year and then with
         respect to the remaining shares in equal monthly  increments over the two years  thereafter,  beginning in
         December 1998.

(13)     Represents shares issuable upon currently exercisable options held by Mr. Fanella, 5,000 of which shares
         are currently subject to a repurchase right of the Company.

(14)     Includes  10,000 shares  issuable upon  currently  exercisable  options held by Mr. Lahar,  7,500 of which
         shares are currently subject to a repurchase right of the Company.  Also includes 100,000 shares which are
         subject to a  repurchase  right of the  Company,  at the  issuance  price,  which  lapses with  respect to
         one-third  of the shares  after one year and then with respect to the  remaining  shares in equal  monthly
         increments over the two years thereafter, beginning in December 1998.

(15)     Includes 287,084 shares issuable upon currently exercisable options.  See Footnotes above.
</FN>
</TABLE>


Item 13.      Certain Relationships and Related Transactions


         On December 4, 1998, the Company entered into an agreement with Phillip
Bennett,  as an inducement to Mr.  Bennett to join the Company as Executive Vice
President,  Technology  and  Engineering,  which  provided  for the  sale by the
Company to Mr.  Bennett  of  750,000  shares of Common  Stock.  Of such  shares,
100,000  shares were sold at $0.50 per share for cash,  300,000 shares were sold
at  $0.50  per  share in  consideration  of the  delivery  by Mr.  Bennett  of a
non-recourse promissory note, and 350,000 shares were sold at $1.00 per share in
consideration of the delivery by Mr. Bennett of a non-recourse  promissory note.
The 650,000  shares issued in  consideration  of the delivery of the  promissory
note are subject to a repurchase  right of the Company,  at the issuance  price,
which lapses in equal monthly increments over a period of three years.

         On December 7, 1998, the Company  entered into  agreements with each of
Messrs. Allan and Lahar, directors of the Company, pursuant to which the Company
issued 100,000 shares of Common Stock to each of them. The shares were issued at
a price of $0.65 per shares and were issued in  consideration of the delivery by
each of Messrs. Allan and Lahar of a non-recourse  promissory note in the amount
of $65,000.  The shares issued are subject to a repurchase right of the Company,
at the  issuance  price,  which  lapses with  respect to one-third of the shares
after one year and then with respect to the  remaining  shares in equal  monthly
increments over the two years thereafter.  The Company approved the sale of such
shares to Messrs.  Allan and Lahar primarily in recognition of their significant
efforts  related to the acquisition by the Company of  substantially  all of the
assets of Scitex  Digital  Video,  Inc.  ("Scitex")  which  was  consummated  on
December 10, 1998.

         On December 10, 1999, the Company sold and issued  2,500,000  shares of
unregistered Common Stock, at a price of $0.60 per share, to Michael Luckwell, a
major  stockholder of the Company,  in a private  placement.  The purpose of the
sale of shares to Mr.  Luckwell  was to  provide  the  Company  with  additional
capital in connection with the purchase by the Company of  substantially  all of
the assets of Scitex.  The Company  purchased the assets of Scitex  concurrently
with  the  sale  of  the  shares  to  Mr.  Luckwell.  In  connection  with  such
transaction,  the Company  granted Mr. Luckwell the right to be nominated to the
Board of  Directors  of the  Company  so long as he holds  more  than 15% of the
outstanding shares of Common Stock of the Company, and the Company agreed to use
its best efforts to take all required steps to effect the nomination,  including
any required  amendment of the  Company's  charter  documents.  The Company also
granted to Mr. Luckwell  certain demand and piggyback  registration  rights with
respect to all of the shares of Common Stock held by Mr. Luckwell.  In addition,
Mr.  Luckwell  agreed that, for so long as Junaid Sheikh is


                                       13
<PAGE>

the  Chief  Executive  Officer  of  the  Company,  he  would  not,  directly  or
indirectly, acquire beneficial ownership of any additional stock of the Company.
Mr.  Luckwell  also agreed that he would not  initiate,  commence or propose any
proxy  contest  or other  solicitation  to vote or seek to  influence  any other
person with  respect to the voting of any stock of the Company  with  respect to
the  election  or  removal of the Board of  Directors,  nor become a member of a
"group" within the meaning of Section 13 of the Securities Exchange Act of 1934,
as amended.  The  Company  and Mr.  Luckwell  additionally  agreed upon  certain
restrictions on transfers of the Company's stock held by Mr. Luckwell.  Prior to
the sale of shares to Mr.  Luckwell,  the Company  amended its Preferred  Shares
Rights  Agreement,  dated as of September  13, 1996,  to permit Mr.  Luckwell to
acquire  up to  3,425,000  shares of Common  Stock  (as  adjusted  for any stock
splits, stock dividends, recapitalizations or the like).

         In connection with the acquisition of  substantially  all of the assets
of Scitex, the Company retained EOS Capital, Inc. to provide investment banking,
capital raising and financial consulting  services,  including seeking necessary
debt  financing,  obtaining  a  commitment  from a lender  and  negotiating  the
financial  and  other  terms of the  financing,  as well as  financial  analysis
concerning the acquisition.  Mr. Lahar, a director of the Company, is a managing
director  and the sole equity  owner of EOS Capital.  Upon  consummation  of the
acquisition of the assets of Scitex,  EOS Capital earned a $300,000 payment from
the Company for its  services.  Such amount was  negotiated  on an arm's  length
basis and the Company  believes  that such amount and the terms of the agreement
with EOS Capital are at least as  favorable as the Company  could have  obtained
from third parties.

         Each of El Dorado Ventures and Michael Luckwell are entitled to certain
registration  rights with  respect to the  Company's  Common Stock owned by such
stockholder.  See  "Common  Stock  Ownership  of Certain  Beneficial  Owners and
Management." The Company's  Certificate of Incorporation limits the liability of
directors to the maximum extent  permitted by the Delaware  General  Corporation
Law. The  Company's  Bylaws also provide that the Company  shall  indemnify  its
directors,  officers,  employees and agents in such circumstances.  In addition,
the Company has entered into  indemnification  agreements  with its officers and
directors.

         The Company has retained Lionel Allan, a director of the Company,  as a
consultant for legal and other business related  matters.  These services are in
addition  to his  services as a director of the  Company.  The Company  pays Mr.
Allan $4,000 per month for such consulting services.


Item 14.      Exhibits


         (a)(3)   The  following  exhibit shall be added to the list of Exhibits
previously  filed with the Company's Form 10-K (numbered in accordance with Item
601 of Regulation S-K).

 Number                             Description
 ------                             -----------

10.6        Restricted  Stock  Purchase  Agreement and  Non-Recourse  Promissory
            Note,  each dated December 4, 1998,  between Phillip Bennett and the
            Company.

10.7        Restricted  Stock  Purchase  Agreement and  Non-Recourse  Promissory
            Note,  each dated December 7, 1998,  between Lionel M. Allan and the
            Company.

10.8        Restricted  Stock Purchase  Agreement dated December 7, 1998,  among
            David A. Lahar,  EOS Capital  Profit  Sharing  Plan and the Company;
            Non-Recourse  Promissory  Note  dated  December  7, 1998 of David A.
            Lahar in favor of the Company.


                                       14
<PAGE>

10.9        Stock Purchase  Agreement,  dated December 10, 1998, between Michael
            Luckwell and the Company.

10.10       Investor's  Rights  Agreement,  dated  December  10,  1998,  between
            Michael Luckwell and the Company.




                        ADDITIONAL INFORMATION AVAILABLE

THE COMPANY WILL PROVIDE WITHOUT  CHARGE,  UPON WRITTEN  REQUEST,  A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS,  SCHEDULES
AND A LIST OF EXHIBITS.  REQUESTS  SHOULD BE SENT TO THE  ATTENTION OF DONALD K.
MCCAULEY, SENIOR VICE PRESIDENT,  FINANCE, AND CHIEF FINANCIAL OFFICER AT ACCOM,
INC., 1490 O'BRIEN DRIVE,  MENLO PARK,  CALIFORNIA 94025, OR TELEPHONED TO (650)
328-3818.


                                       15
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the Company has duly caused this  Amendment  No. 1 to the
Report on Form 10-K to be signed  on its  behalf by the  undersigned,  thereunto
duly  authorized  in the  City of Menlo  Park,  California  on this  28th day of
January, 1999.

                                    ACCOM, INC.

                                    By: /s/            JUNAID SHEIKH   
                                           -------------------------------------
                                                       Junaid Sheikh
                                           Chairman of the Board of Directors,
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints  Junaid Sheikh and Donald K.  McCauley,
jointly  and  severally,   his   attorneys-in-fact,   each  with  the  power  of
substitution,  for him in any and all capacities, to sign any amendments to this
Report on Form  10-K,  and to file the same,  with  exhibits  thereto  and other
documents in connection  therewith with the Securities and Exchange  Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
substitute or substitutes may do or cause to be done by virtue hereof.
<TABLE>
         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  Amendment  No. 1 to Report on Form  10-K/A  has been  signed  below by the
following persons in the capacities and on the dates indicated.
<CAPTION>
              Signature                                   Title                              Date
<S>                                     <C>                                           <C>
          /s/ JUNAID SHEIKH             Chairman of the Board of Directors,           January 28, 1999
          -----------------             President and Chief Executive Officer
           (Junaid Sheikh)              (Principal Executive Officer)

        /s/ DONALD K. MCCAULEY          Senior Vice President, Finance and Chief      January 28, 1999
          --------------------          Financial Officer (Principal Financial
         (Donald K. McCauley)           Officer)

          /s/ JAMES CUNNIFFE            Controller (Principal Accounting Officer)     January 28, 1999
          ------------------
           (James Cunniffe)

         /s/ LIONEL M. ALLAN            Director                                      January 28, 1999
          ------------------
          (Lionel M. Allan)

        /s/ THOMAS E. FANELLA           Director                                      January 28, 1999
          ------------------
         (Thomas E. Fanella)

          /s/ DAVID A. LAHAR            Director                                      January 28, 1999
          ------------------
           (David A. Lahar)
</TABLE>



                                       16