U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the fiscal year ended December 31, 1999

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the transition period from ____________ to ______________.

                           Commission File No. 0-12575

                         ARIZONA INSTRUMENT CORPORATION
           (Name of small business issuer as specified in its charter)

               Delaware                                           86-0410138
    (State or other jurisdiction of                             (IRS Employer
     incorporation or organization)                          Identification No.)

  1912 West 4th Street, Tempe, Arizona                             85281
(Address of principal executive offices)                         (Zip Code)

                    Issuer's telephone number: (602) 470-1414

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.01 par value

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. [X] Yes [ ] No

[X] Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form,  and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB.

The  issuer's  revenues  for its  fiscal  year ended  December  31,  1999,  were
$9,052,505.

As of March 22,  2000,  the  aggregate  market value of the voting stock held by
non-affiliates of the registrant was $5,782,000, based on the closing sale price
of $4.375 per share,  as reported on the NASDAQ SmallCap  Market.  The aggregate
market value is computed  with  reference  to the average bid and asked  prices.
Shares of Common  Stock held by each officer and director and by each person who
owns 10% or 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 conclusive.

As of April 12,  2000,  1,371,399  shares of Common  Stock ($.01 par value) were
outstanding.
<PAGE>
     Arizona Instrument  Corporation (the "Company") hereby amends its Report on
Form 10-KSB for the year ended December 31, 1999, by adding thereto Items 9, 10,
11, and 12, as set forth below.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     Set forth  below are the name and  business  address of each  director  and
executive officer of Arizona  Instrument,  the present  principal  occupation or
employment of each such person, and the name,  principal business and address of
the corporation or other  organization in which such occupation or employment of
each  such  person  is  conducted.   Also  set  forth  below  are  the  material
occupations, positions, offices and employment of each such person and the name,
principal business and address of any corporation or other organization in which
any material occupation,  position, office or employment of each such person was
held during the last five years. Messrs. Emerson, Hays, Schwartz and Zylstra are
directors of Arizona  Instrument.  Each person  listed below is a citizen of the
United States.  None of the people listed below has been convicted in a criminal
proceeding during the past five years (excluding  traffic  violations or similar
misdemeanors).  None of the people listed below has been a party to any judicial
or administrative proceeding during the past five years (except for matters that
were  dismissed  without  sanction or  settlement)  that resulted in a judgment,
decree or final  order  enjoining  the  person  from  future  violations  of, or
prohibiting,  activities  subject  to  federal or state  securities  laws,  or a
finding of any violation of federal or state securities.

Name and Business Address                     Principal Occupations
-------------------------                     ---------------------

S. Thomas Emerson, Ph.D.           President  and  CEO of  Arizona  Technology
1912 West Fourth Street            Incubator,  located  at 1435  North  Hayden
Tempe, Arizona 85281               Road,    Scottsdale,     Arizona    85257,a
(602) 470-1414                     partnership  that mentors  promising  young
Age: 59                            technology   companies.   Dr.  Emerson  was
                                   Chairman of Xantel Corporation,  located at
                                   3710  East   University   Drive,   Phoenix,
                                   Arizona 85034, a private company engaged in
                                   computer  communications,  from August 1992
                                   to January 1998.

George G. Hays                     Chairman   of  the   Board  of   Directors,
1912 West Fourth Street            President  and Chief  Executive  Officer of
Tempe, Arizona 85281               Arizona Instrument. Mr. Hays joined Arizona
(602) 470-1414                     Instrument in March 1997, as Vice President
Age: 44                            of  Finance,  Chief  Financial  Officer and
                                   Vice President of  Manufacturing of Arizona
                                   Instrument.  In November 1997, Mr. Hays was
                                   elected   President  and  Chief   Executive
                                   Officer of Arizona  Instrument.  In January
                                   1998, Mr. Hays was elected  Chairman of the
                                   Board  of   Directors.   Prior  to  joining
                                   Arizona Instrument,  Mr. Hays was President
                                   and founder of Hays Financial Group,  Inc.,
                                   located  at  6227  East  Sunnyside   Drive,
                                   Scottsdale,  Arizona  85245,  an investment
                                   banking firm since 1986.  Mr. Hays is still
                                   President of Hays Financial Group, Inc.

                                      -2-
<PAGE>
Name and Business Address                     Principal Occupations
-------------------------                     ---------------------

Harold D. Schwartz                 President of Chez & Schwartz, Incorporated,
1912 West Fourth Street            located   at  161  East   Chicago   Avenue,
Tempe, Arizona 85281               Chicago,  Illinois  60611,  a marketing and
(602) 470-1414                     sales  consulting  firm,  since  1973.  Mr.
Age: 74                            Schwartz  currently  serves on the Board of
                                   Directors of Cobra Electronics Corporation,
                                   a public company.

Steven G. Zylstra                  President and CEO of Pittsburgh  Technology
2000 Technology Drive              Council, a technology trade association and
Pittsburgh, Pennsylvania 15219     President    and   CEO   of    Southwestern
(412) 687-0200                     Pennsylvania Industrial Resource Center, an
Age: 46                            economic  development  entity. From 1995 to
                                   2000,  Mr.  Zylstra  served as  Director of
                                   Business     Development     for     Simula
                                   Technologies,  Inc.,  (initially a division
                                   of, and subsequently a subsidiary of Simula
                                   Government Products, Inc.) located at 10016
                                   South 51st Street, Phoenix,  Arizona 85044.
                                   Simula  specializes in the  development and
                                   production   of  high-tech   transportation
                                   seating  and  safety   systems,   composite
                                   technologies, and ballistic armor systems.

Linda J. Shepherd                  Controller,  Chief Accounting Officer,  and
1912 West Fourth Street            Secretary.   Ms.   Shepherd   has  been  an
Tempe, Arizona 85281               accountant  for  Arizona  Instrument  since
(602) 470-1414                     1984. In mid  1997, Ms. Shepherd became the
Age: 48                            Controller and Chief Accounting  Officer of
                                   Arizona   Instrument,   and  in  mid  1998,
                                   assumed the position of Corporate Secretary
                                   for Arizona Instrument.

COMPLIANCE WITH SECTION 16(a) REPORTING REQUIREMENTS

     Under the securities  laws of the United States,  the Company's  directors,
its executive  officers,  and any persons holding more than 10% of the Company's
Common  Stock are required to report their  initial  ownership of the  Company's
Common Stock and any subsequent  changes in that ownership to the SEC.  Specific
due dates for these reports have been established and the Company is required to
disclose  any failure to file by these dates.  All of these filing  requirements
were  satisfied  during  the year  ended  December  31,  1999.  In making  these
disclosures,  the Company  has relied  solely on written  representation  of its
directors and executive  officers and copies of the reports that they have filed
with the Commission.

                                       -3-
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

The  following  table sets forth,  with respect to the years ended  December 31,
1997,  1998  and  1999,  compensation  awarded  to,  earned  by or  paid  to all
individuals serving as the Company's Chief Executive Officer during fiscal 1999,
and each of the  Company's  other  executive  officers  who were  serving  as an
executive officer at December 31, 1999, and whose salary and bonus aggregated at
least $100,000 for services rendered to the Company during fiscal 1999.

<TABLE>
<CAPTION>
                                                                     Long-Term Compensation
                                                               ---------------------------------
                                   Annual Compensation                 Awards           Payouts
                               ---------------------------     -----------------------  --------
                                                     Other                  Securities
                                                    Annual     Restricted   Underlying               All Other
     Name and                                       Compen-      Stock       Options/      LTIP       Compen-
Principal Position     Year   Salary($)    Bonus    sation($)   Awards(#)  SARs(#)(1)(3)  Payouts($)   sation($)
------------------     ----   ---------    -----    ---------   ---------  -------------  ----------   ---------
<S>                    <C>     <C>        <C>       <C>           <C>        <C>        <C>         <C>
George G. Hays,        1999    165,000    50,000    29,400(6)(2)   0              0           0        1,454(4)
President and Chief    1998    165,000     6,300     5,400(2)      0         45,000           0        1,338(4)
Executive Officer      1997    113,749         0     4,050(2)      0         15,000           0        1,228(4)

Walfred R. Raisanen,   1999     93,496         0         0         0              0           0            0
Vice President of      1998    195,984         0         0         0              0           0        5,736(4)
Engineering(5)         1997    166,740    29,250         0         0              0           0        4,981(4)
</TABLE>
----------
(1)  All share  amounts are  adjusted to reflect the 1 for 5 reverse stock split
     effective February 16, 1999.
(2)  Automobile allowance.
(3)  Consists entirely of stock options.
(4)  Life insurance premium payments.
(5)  Mr.  Raisanen left his employment with the Company on February 26, 1999. He
     resigned from the Board of Directors on March 15, 1999.
(6)  Monthly expense allowance of $2,000.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

     No stock  options or stock  appreciation  rights  were  granted  during the
fiscal year ended  December 31, 1999,  to the  executive  officers  named in the
Summary Compensation Table.

                                       -4-
<PAGE>
                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                     AND FISCAL YEAR-END OPTION VALUES TABLE

     The following  table sets forth  information  with respect to the executive
officers named in the Summary  Compensation  Table  concerning  option exercises
during the fiscal  year ended  December  31,  1999,  and the number and value of
options  outstanding  as of December  31, 1999.  The Company has no  outstanding
stock appreciation rights.

<TABLE>
<CAPTION>
                                                 Number of Unexercised        Value of Unexercised in-the-
                       Shares                         Options at                    Money Options at
                      Acquired       Value       Fiscal Year-End (#)(1)            Fiscal Year End ($)
                         on        Realized   ---------------------------   ---------------------------------
Name                 Exercise(#)      ($)     Exercisable   Unexercisable   Exercisable(2)   Unexercisable(2)
----                 -----------      ---     -----------   -------------   --------------   ----------------
<S>                     <C>          <C>        <C>             <C>             <C>            <C>
George G. Hays            0            0         36,000         24,000              0                 0

Walfred R. Raisanen       0            0         16,000          4,000              0                 0
</TABLE>
----------
(1)  All share  amounts are  adjusted to reflect the 1 for 5 reverse stock split
     effective February 16, 1999.
(2)  Value as of December  31,  1999  is  based upon the  closing  sale price of
     $3.75 as reported on the Nasdaq  SmallCap  Market for  December  31,  1999,
     minus the exercise price, multiplied by the number of shares underlying the
     options.

EMPLOYMENT/CHANGE OF CONTROL ARRANGEMENTS

     Effective November 5, 1992, the Company entered into a five-year employment
agreement  with Walfred R.  Raisanen  pursuant to which Mr.  Raisanen  agreed to
serve as Vice President of Research and  Development for a base annual salary of
$120,000, which was adjusted annually for cost-of-living increases. In 1999, the
Company decided not to renew Mr. Raisanen's employment  agreement.  Mr. Raisanen
terminated  his  employment  with the Company on February 26, 1999.  He resigned
from the Board of Directors on March 15, 1999.

     The  Company's  1991  Option  Plan  provides  that  options  granted to any
executive officer or director of the Company will become immediately exercisable
and vested in full upon the occurrence,  before the expiration or termination of
such option,  of (a) delivery of written  notice of a  stockholders'  meeting at
which the stockholders will consider a proposed merger,  sale of assets or other
reorganization  of the Company,  (b) the acquisition by any person of securities
representing  25% or more of the total  number of votes  entitled to be cast for
the election of directors of the Company, (c) commencement of a tender offer for
the stock of the Company,  or (d) failure,  at any annual or special  meeting of
stockholders  following an election contest,  of any of the persons nominated by
the Company to win election seats on the board of directors.

     The Company's  1991 Option Plan further  provides that subject to the above
provisions,  in the event a merger or similar  reorganization  that the  Company
does  not  survive,  a sale of all or  substantially  all of the  assets  of the
Company,  or the dissolution  and liquidation of the Company,  shall cause every
option  outstanding  under the 1991 Option Plan to terminate,  to the extent not
then exercised,  except to the extent that any surviving entity agrees to assume
the 1991 Option Plan and/or the obligations under any such option.

                                       -5-
<PAGE>
     Effective January 1, 1998, the Company entered into an employment agreement
with George G. Hays  pursuant to which Mr. Hays agreed to serve as President and
Chief  Executive  Officer.  The  agreement  provides for a base annual salary of
$165,000, subject to merit increases, plus an annual incentive bonus of at least
30% of annual salary based on an incentive bonus plan  administered by the Board
of  Directors.  Mr.  Hays  is  also  entitled  to  participate  in  any  benefit
arrangements available to executive officers of the Company. Upon termination of
the  employment  agreement  without  cause,  Mr.  Hays is entitled to receive an
amount  equal to the  compensation  due him over the  balance of the term of the
employment agreement,  and to participate in applicable benefit programs for the
balance of the term of the  employment  agreement.  The agreement  terminates on
March 31, 2000, and will automatically renew for additional one-year terms until
notice of non-renewal by the Company. This agreement replaces Mr. Hays' previous
employment  agreement with the Company dated April 1, 1997, pursuant to which he
was employed as Vice President and Chief Financial Officer. In 1999, the Company
amended and renewed Mr. Hays' employment agreement and extended it through March
31, 2001.

COMPENSATION OF DIRECTORS

     Nonemployee  directors are currently paid $1,000 plus expenses per board or
committee meeting attended. Pursuant to the 1991 Stock Option Plan, non-employee
directors are  automatically  granted options  exercisable for 500 shares at the
market  price on the date of grant upon  joining the Board and on each January 1
thereafter. The options become exercisable six months after grant and expire two
years after  termination of Board service.  In addition,  the Company granted to
each  outside  director, options to acquire an  additional  1,500  shares at the
market price on January 1, 1999.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth certain  information  as of April 12, 2000,
except as otherwise  indicated,  concerning the beneficial  ownership of Arizona
Instrument's  common  stock  by (1)  each  person  or  group  known  by  Arizona
Instrument to beneficially own more than 5% of the outstanding  shares of common
stock; (2) each director of Arizona Instrument;  (3) Arizona  Instrument's Chief
Executive Officer and the one other executive officer of Arizona Instrument; and
(4) all of Arizona Instrument's directors and executive officers as a group.

                 Shares of Common Stock Beneficially Owned (1)

                                                   Number         Percent of
Name and Address (2)                              of Shares      Common Stock
--------------------                              ---------      ------------
George G. Hays (3)                                  66,418           4.6%
S. Thomas Emerson (3)                               13,500             1%
Harold D. Schwartz (3)                              48,370           3.5%
Steven G. Zylstra (3)                                7,120           0.5%
Herbert W. Morgan, III (2)                         111,439           8.1%
Linda K. Shepherd (3)                                4,196           0.3%
All directors and executive
  officers as a group (5 persons) (3)              139,604           9.6%

----------
*    Less than one percent

(1)  Beneficial  ownership is determined in accordance with the rules of the SEC
     and  generally   includes  voting  or  investment  power  with  respect  to
     securities.  In accordance with SEC rules, shares that may be acquired upon
     exercise of stock  options that are  currently  exercisable  or that become
     exercisable within 60 days of the date of the table are deemed beneficially
     owned by the optionee.  Except as indicated by the footnote, and subject to
     community property laws where applicable,  the persons or entities named in
     the table above have sole voting and  investment  power with respect to all
     shares of common stock shown as beneficially owned by them.
(2)  The  address of each of the  beneficial  owners  identified  is c/o Arizona
     Instrument Corporation,  1912 West 4th Street, Tempe, Arizona 85281, except
     the  address  for  Herbert  W.  Morgan,  III  is  6037  East  Jenan  Drive,
     Scottsdale, Arizona 85254.
(3)  Includes  shares  issuable  upon  exercise  of options  that are  currently
     exercisable  or become  exercisable  within 60 days of April 12,  2000,  as
     applicable for each of the following individuals:

     Hays              60,000 shares
     Emerson            9,500 shares
     Schwartz           6,000 shares
     Zylstra            7,000 shares
     Shepherd           4,000 shares

                                       -6-
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None.

                                       -7-
<PAGE>
                                   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.


                                       ARIZONA INSTRUMENT CORPORATION


Date: April 28, 2000                   By: /s/ GEORGE G. HAYS
                                           -------------------------------------
                                           George G. Hays
                                           President and Chairman of the Board
                                           (Principal Executive Officer)


                                       By: /s/ LINDA J. SHEPHERD
                                           -------------------------------------
                                           Linda J. Shepherd
                                           (Chief Accounting Officer)


                                       By: /s/ STEVEN G. ZYLSTRA
                                           -------------------------------------
                                           Steven G. Zylstra
                                           Director


                                       By: /s/ S. THOMAS EMERSON, Ph.D.
                                           -------------------------------------
                                           S. Thomas Emerson, Ph.D.
                                           Director

                                       -8-