================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/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 MARCH 31, 1999

                                       OR

    [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                         FOR THE TRANSITION PERIOD FROM
                ____________________   TO   ____________________

                        COMMISSION FILE NUMBER 000-22625

                             LASER POWER CORPORATION
             (Exact name of registrant as specified in its charter)


          DELAWARE                                                95-3423358
(State or other jurisdiction of                                (I.R.S. Employer
Incorporation or organization)                               Identification No.)

       12777 HIGH BLUFF DRIVE                                       92130
       SAN DIEGO, CALIFORNIA                                      (Zip Code)
(Address of principal executive offices)


       Registrant's telephone number, including area code: (858) 755-0700
                                ----------------
        Securities Registered pursuant to Section 12(b) of the Act: NONE

           Securities Registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, $.001 PAR VALUE
                              (TITLE OF EACH CLASS)

    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 and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

                                       1.
<PAGE>

The approximate aggregate market value of the Common Stock held by
non-affiliates of the Registrant, based upon the last sale price of the Common
Stock reported on the NASDAQ National Market System was $12,895,473 as of
December 1, 1999.*

The number of shares of Common Stock outstanding was 8,629,987 as of December 1,
1999.

                       DOCUMENTS INCORPORATED BY REFERENCE

                        (TO THE EXTENT INDICATED HEREIN)

Registrant's Definitive Proxy Statement to be filed with the Securities and
Exchange Commission (the "Commission") in connection with the 2000 Annual
Meeting of Stockholders to be held on or about March 3, 2000 (the "2000 Annual
Meeting") is incorporated herein by reference into Part III of this Report.

Certain exhibits filed with the Registrant's Registration Statement on Form SB-2
(Registration No. 333-24421), as amended, and the Registrant's Registration
Statement on Form S-4 (No. 333-43415), as amended, are incorporated herein by
reference into Part IV of this Report.

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

* Excludes 3,421,798 shares of Common Stock held by directors and officers and
certain stockholders whose beneficial ownership exceeds ten percent of the
shares outstanding on December 1, 1999. 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 Registrant, or that such person is controlled by or under common control
with the Registrant.

                              EXPLANATORY STATEMENT

      This Amendment No. 1 to the Annual Report on Form 10-K for Laser Power for
the fiscal year ended September 30, 1999 is being filed solely to amend Part IV,
Item 14(c) to add an Exhibit.


                                       2.
<PAGE>


                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(c) Exhibits


    EXHIBIT        EXHIBIT
   FOOTNOTE        NUMBER          DESCRIPTION OF DOCUMENT
   --------        ------          -----------------------
      (7)            2.1      Asset Purchase Agreement dated December 16, 1999
                              between Registrant and Melles Griot, Inc.
      (1)            3.1      Registrant's Amended and Restated Certificate of
                              Incorporation
                     3.2      Registrant's Amended and Restated Bylaws
      (1)            4.1      Reference is made to Exhibits 3.1 and 3.2.(1)
      (1)            4.2      Form of Common Stock Certificate of Registrant
      (6)            4.3      Rights Agreement dated as of October 15, 1999
                              between Laser Power Corporation and American
                              Securities Transfer & Trust, Inc.
      (6)            4.4      Registrant's Certificate of Designation of Series
                              A Junior Participating Preferred Stock
      (6)            4.5      Form of Rights Certificate
      (1)           10.1      Form of Indemnity Agreement entered into between
                              Registrant and its directors and executive
                              officers
    (1) (3)         10.2      Registrant's Second Amended and Restated 1981
                              Stock Option Plan (the "1981 Plan")
      (1)           10.3      Incentive Stock Option Agreement Under
                              Registrant's 1981 Plan
    (1) (3)         10.4      Registrant's 1993 Stock Option Plan (the "1993
                              Plan")
      (1)           10.5      Form of Incentive Stock Option Agreement under the
                              1993 Plan
      (1)           10.6      Form of Nonstatutory Stock Option Agreement under
                              the 1993 Plan
    (1) (3)         10.7      Registrant's 1997 Equity Incentive Plan (the "1997
                              Plan")
      (1)           10.8      Form of Incentive Stock Option Agreement under the
                              1997 Plan
      (1)           10.9      Form of Nonstatutory Stock Option Agreement under
                              the 1997 Plan
    (1) (3)         10.10     Registrant's Employee Stock Purchase Plan
      (1)           10.11     Form of Warrant issued by Registrant in favor of
                              certain directors of Registrant and attached
                              schedule
    (1) (2)         10.12     Cooperative Development and License Agreement
                              between Proxima Corporation and Registrant dated
                              January 11, 1994
      (1)           10.13     Registration Rights Agreement between Registrant,
                              Union Miniere Inc. and Proxima Corporation dated
                              Kime 9, 1997
    (1) (2)         10.14     Assignment Agreement between Registrant and ATx
                              Telecom Systems, Inc. dated September 30, 1996
    (1) (3)         10.15     Form of Employment Agreement and attached schedule
      (1)           10.16     Lease dated August 30, 1984 between the Registrant
                              and Highlands Park Partnership and amendments
                              thereto

                                       3.
<PAGE>

    EXHIBIT        EXHIBIT
   FOOTNOTE        NUMBER          DESCRIPTION OF DOCUMENT
   --------        ------          -----------------------

      (4)           10.17     Building Lease dated October 25, 1991, as amended,
                              between Exotic Materials, Inc. and Reisung
                              Enterprises, Inc.
    (4) (3)         10.18     Employment Agreement between Exotic Materials,
                              Inc. and Dick Sharman dated December 5, 1997
    (4) (3)         10.19     Employment Agreement between Exotic Materials,
                              Inc. and Robert N. Haro dated December 5, 1997
      (5)           10.20     Credit Agreement dated February 1, 1999 between
                              the Company and Wells Fargo Bank and related
                              promissory notes
                    10.21     Credit Agreement dated November 24, 1999 between
                              the Company and Wells Fargo Business Credit and
                              related promissory notes
      (1)           21.1      Subsidiaries of the Registrant
                    23.1      Consent of Ernst & Young LLP, Independent Auditors
                    24.1      Power of Attorney. Reference is made to page 39
                    27.1      Financial Data Schedule


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

(1) Filed as an exhibit to the Registrant's Registration Statement on Form SB-2
(No. 333-24421) or amendments thereto and incorporated herein by reference.

(2) Certain confidential portions deleted pursuant to Order Granting Application
Under the Securities Act of 1933, as amended, and Rule 406 thereunder respecting
Confidential Treatment dated June 12, 1997.

(3) Indicates management or compensatory plan or arrangement required to be
identified pursuant to item 14(a)(3).

(4) Filed as an exhibit to Registrant's Registration Statement on Form S-4 (No.
333-43415) or amendments thereto and incorporated herein by reference.

(5) Filed as an exhibit to Registrant's quarterly report on Form 10-Q for the
quarter ending March 28, 1999 and incorporated herein by reference.

(6) Filed as an exhibit to Registrant's current report on Form 8-K on October
19, 1999 and incorporated herein by reference.

(7) The attachments listed in the index to the Asset Purchase Agreement were
omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant hereby
undertakes to furnish supplementally a copy of any omitted attachment to the
Commission upon request.



                                       4.
<PAGE>


                                    SIGNATURE

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, County of San Diego, State of California, on the 5th day of January,
2000.

                                         LASER POWER CORPORATION


                                         By:  /s/   PAUL P. WICKMAN
                                             -----------------------------
                                             Paul P. Wickman, Jr.
                                             SENIOR VICE PRESIDENT AND
                                             CHIEF FINANCIAL OFFICER