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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   FORM 10-K/A
                               Amendment Number 2

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 1997
                         COMMISSION FILE NUMBER 0-15520

                         INDUSTRIAL IMAGING CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               DELAWARE                                   05-0396504
               --------                                   ----------
      (State or other jurisdiction                      (I.R.S. employer
      of incorporation or organization)                 identification no.)

                 847 ROGERS STREET, LOWELL, MASSACHUSETTS 01852
                 ----------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (978) 937-5400
                                 --------------
               (Registant's telephone number, including area code)

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

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

                                 Title Of Class
                                 --------------
                          Common Stock, $.01 par value

         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 issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 60 days.
                                   Yes    No X
                                      ---   ---

         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
                               ---

         The issuer's revenue for the fiscal year ending March 31, 1997 was
$1,823,576.

         The aggregate market value of the voting stock held by non-affiliates
of the Issuer, based upon the average of the bid and ask prices of the Common
Stock as reported by the OTC Bulletin Board on January 21, 1998 was
approximately $11,570,000 for the Common Stock. As of January 21, 1998,
10,890,201 shares of Common Stock, $.01 par value per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None


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PART IV

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

         The following exhibits are filed herewith:

EXHIBIT
    NO.  TITLE

(a)      EXHIBITS

**10a --  License and Collaboration Agreement dated November, 1992 between the
          Company and Polaroid Corporation, with amendments.


**        Certain information is withheld and has been filed separately with the
Commission pursuant to a request for confidential treatment.



                                   SIGNATURES


         In accordance with 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.


                                      INDUSTRIAL IMAGING CORPORATION



Date: April 13, 1998                  By: /S/Bryan M. Gleason
                                          -------------------
                                            Bryan M. Gleason
                                            Chief Financial Officer,
                                            Vice President and Treasurer