SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1
(MARK ONE)
               [x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                           For the fiscal year ended June 30, 1998

               [ ]   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: 0-20777

                      XIONICS DOCUMENT TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


               DELAWARE                                        04-3186685
     (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)


           70 BLANCHARD ROAD
       BURLINGTON, MASSACHUSETTS                                   01803
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)


       Registrant's telephone number, including area code: (781) 229-7000
   Securities registered pursuant to Section 12(b) of the Exchange Act: None

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

                     COMMON STOCK, $.01 PAR VALUE PER SHARE
                                (TITLE OF 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 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. []

     The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant as of September 25, 1998, was $42,612,839,
based on the last sale price as reported by The Nasdaq Stock Market.

     As of September 25, 1998, there were 12,393,941 shares of the registrant's
common stock issued and 12,175,097 shares of the registrant's common stock
outstanding.


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                      XIONICS DOCUMENT TECHNOLOGIES, INC.

                                1998 FORM 10-K/A
                                AMENDMENT NO. 1
                               TABLE OF CONTENTS


                                                                        PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K......3
SIGNATURE.....................................................................6





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                                    PART IV

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

     Item 14(a)     The following documents are filed as part of this Annual
                    Report on Form 10-K.+

     Item 14(a)(1)  See "Index to Consolidated Financial Statements and
                    Supplementary Data" at Item 8. of this Annual Report on 
                    Form 10-K.

     Item 14(a)(2)  Financial Statement Schedule Included in Part IV of
                    this Annual Report on Form 10-K.

                    Schedule II Valuation and Qualifying Accounts

                    Other financial statement schedules have not been
                    included because they are not applicable or the 
                    information is included in the financial statements or
                    notes thereto.

ITEM 14(a)(3) EXHIBITS.

     The following exhibits are incorporated herein by reference:


     EXHIBIT NUMBER                          DESCRIPTION

      3.1     Amended and Restated Certificate of Incorporation of the
              Registrant (filed as Exhibit 3.1 to the Company's Registration 
              Statement on Form S-1 dated May 28, 1996, File No. 333-4613)

      3.2     Amended and Restated By-Laws of the Registrant (filed as
              Exhibit 3.2 to the Company's Registration Statement on Form S-1 
              dated May 28, 1996, File No. 333-4613)

      4.1     Specimen Certificate for shares of the Registrant's stock
              (filed as Exhibit 4.1 to the Company's Registration Statement 
              on Form S-1 dated May 28, 1996, File No. 333-4613)

     10.1     1996 Stock Option Plan and related form of stock option
              agreement (filed as Exhibit 10.1 to the Company's Registration 
              Statement on Form S-1 dated May 28, 1996, File No. 333-4613)

     10.2     1995 Stock Option Plan and related form of stock option
              agreement (filed as Exhibit 10.2 to the Company's Registration 
              Statement on Form S-1 dated May 28, 1996, File No. 333-4613)

     10.3     1993 Stock Option Plan and related form of stock option
              agreement (filed as Exhibit 10.3 to the Company's Registration 
              Statement on Form S-1 dated May 28, 1996, File No. 333-4613)

     10.4     1996 Director Stock Option Plan (filed as Exhibit 10.4 to the
              Company's Registration Statement on Form S-1 dated May 28,
              1996, File No. 333-4613)

     10.5     1996 Employee Stock Purchase Plan (filed as Exhibit 10.5 to
              the Company's Registration Statement on Form S-1 dated May 28, 
              1996, File No. 333-4613)

     10.6     Credit Agreement, dated September 25, 1995, between the Company 
              and Fleet Bank of Massachusetts, N.A. (filed as Exhibit 10.8 
              to the Company's Registration Statement on Form S-1 dated 
              May 28, 1996, File No. 333-4613)

<PAGE>

    10.6.1    Modification of Credit Agreement, dated August 21, 1996,
              between the Company and Fleet National Bank (filed as 
              Exhibit 10.8.1 to the Company's Registration Statement on 
              From S-1 dated May 28, 1996, File No. 333-4613)

      10.7    Computer Technology License Agreement between Phoenix
              Technologies Ltd. and Hewlett-Packard Company for PhoenixPage
              Software Products dated September 30, 1994 as amended
              (including amended and restated Amendment No. 1 between the
              Registrant and Hewlett-Packard, effective as of March 8, 1996)
              (filed as Exhibit 10.10 to the Pre-effective Amendment No. 1 to
              the Company's Registration Statement on Form S-1 dated June 7,
              1996, File No. 333-4613)

      10.8    Lease by and between the Registrant and E & F Realty Associates 
              Limited Partnership of Property at One Twenty Eight Corporate 
              Center, 70 Blanchard Road, Burlington, Massachusetts, dated 
              November 29, 1994, including First Amendment to Lease, dated 
              August 9, 1995 (filed as Exhibit 10.11 to the Company's
              Registration Statement on Form S-1 dated May 28, 1996, File No. 
              333-4613)

      10.9    Stock Option Agreement between the Company and Robert E. Gilkes
              (filed as Exhibit 10.13 to the Company's Registration Statement
              on Form S-1 dated May 28, 1996, File No. 333-4613)

     10.10    Form of Invention and Nondisclosure Agreement (filed as Exhibit
              10.16 to the Company's Registration Statement on Form S-1 dated
              May 28, 1996, File No. 333-4613)

     10.11    Second Amendment dated August 1, 1997 to Lease by and between
              the Company and E&F Realty Associates Limited Partnership of
              Property at One Twenty Eight Corporate Center, 70 Blanchard
              Road, Burlington, Massachusetts dated November 29, 1994 (filed
              as Exhibit 10.13 to the Company's Annual Report on Form 10-K
              dated September 29, 1997)

     10.12    Securities Purchase Agreement between WaveMark Technologies,
              Inc. and the Company dated June 20, 1997 (filed as Exhibit
              10.14 to the Company's Annual Report on Form 10-K dated
              September 29, 1997)

     10.13    Stock Option Agreements between the Company and Peter J.
              Simone dated June 27, 1997 (filed as Exhibit 10.15 to the
              Company's Annual Report on Form 10-K dated September 29, 1997)

       99.1   Agreement for the Purchase of Shares, dated as of February 21,
              1997, by and between the Company and Wilfried Welsch and Oliver
              Fohr (filed as Exhibit 99.1 to the Company's Current Report on
              Form 8-K filed March 7, 1997)

The following is a list of exhibits filed as part of this Annual Report on
Form 10-K+.




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EXHIBIT NUMBER                              DESCRIPTION

     10.14      Stock Purchase Agreement between Xionics, Inc., Xionics
                Document Technologies, Inc.,  Seaport Imaging, et al
                dated August 13, 1997

     10.15      Employment Agreement between the Company and Larry Krummel 
                dated September 5, 1998

     10.16      Letter agreement between the Company and Robert E. Gilkes 
                dated February 24, 1998

     10.17      Technology and Services Agreement between the Company and 
                Hewlett-Packard Company dated June 19, 1998*

     10.18      Rights Agreement between the Company and BankBoston N.A.
                dated April 15, 1998

     10.19      Second Loan Modification Agreement between the Company
                and Fleet National Bank dated December 31, 1997

     10.20      Employment Agreement between the Company and Peter J. Simone 
                dated March 18, 1998

     10.21      Letter Agreement between the Company and Paul R. Low dated 
                March 16, 1998

     10.22      Form of Stock Option Agreement pursuant to the Company's 1993,
                1995 and 1996 Stock Option Agreements

     11.1       Statement re Computation of Per Share Earnings

     21.1       Subsidiaries of the Registrant

     23.1       Consent of Arthur Andersen LLP

       27       Financial Data Schedule

  ------------------------------------------------------------
      +   With the exception of Exhibit 10.17, which is filed herewith, 
          all exhibits and other documents were filed with the Company's 
          Annual Report on Form 10-K on September 28, 1998

      *   Confidential treatment requested for certain portions of this 
          exhibit


ITEM 14(B) REPORTS ON FORM 8-K.

     On April 15, 1998, the Company filed a Current Report on Form 8-K,
announcing the resignation of Gerard T. Feeney as Vice President - Finance,
Chief Financial Officer and Treasurer, and the appointment of Robert L. Lentz
as Senior Vice President - Finance and Administration, Chief Financial Officer
and Treasurer. On April 21, 1998, the Company filed a Current Report on Form
8-K, announcing the adoption of a Shareholder Rights Plan.


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                                   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, in the City of
Burlington, Commonwealth of Massachusetts, on this 5th day of October, 1998.

                          XIONICS DOCUMENT TECHNOLOGIES, INC.

                          By: /s/ Robert L. Lentz
                              -----------------------------------------
                              ROBERT L. LENTZ
                              SENIOR VICE PRESIDENT - FINANCE & ADMINISTRATION,
                              CHIEF FINANCIAL OFFICER AND TREASURER