FORM 10-K/A
                           AMENDMENT TO CURRENT REPORT
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ----------------

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                     For the fiscal year ended July 3, 1999

                                       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 23103

                            APPLIED FILMS CORPORATION
             (Exact name of registrant as specified in its charter)

                COLORADO                                84-1311581
      (State of other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)

                   9586 I-25 Frontage Road, Longmont CO 80504
               (Address of principal executive offices) (ZipCode)

       Registrant's telephone number, including area code: (303) 774-3200

           Securities registered pursuant to Section 12(b) of the Act:
                                             Name of Exchange
                  Title of Each Class      on Which Registered
                     Common Stock         Nasdaq National Market

        Securities registered pursuant to Section 12(g) of the Act: None
                                (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 or any  amendments  to
this Form 10-K. _X_

The  aggregate  market value of the common stock held by  non-affiliates  of the
Registrant,  based on a per share price of $3.625 as of September  1, 1999,  was
$12,633,568. As of September 1, 1999, there were outstanding 3,493,398 shares of
the Company's Common Stock (no par value).

Documents  Incorporated by Reference:  Portions of the Company's Proxy Statement
for  the  Annual  Meeting  of  Shareholders  to be held  October  26,  1999  are
incorporated by reference into Part III of this Report.
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Stockholders of Applied
                  Films Corporation:


We have audited the  accompanying  consolidated  balance sheets of APPLIED FILMS
CORPORATION (a Colorado  corporation) and subsidiary as of July 3, 1999 and June
27, 1998 and the related  consolidated  statements of operations,  stockholders'
equity and cash flows for the fiscal years ended July 3, 1999, June 27, 1998 and
June  28,  1997.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Applied
Films Corporation and subsidiary,  as of July 3, 1999 and June 27, 1998, and the
consolidated  results  of their  operations  and their cash flows for the fiscal
years ended July 3, 1999,  June 27, 1998 and June 28, 1997, in  conformity  with
generally accepted accounting principles.





/s/ Arthur Andersen LLP
Denver, Colorado,
    July 27, 1999.

<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 amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                      APPLIED FILMS CORPORATION


                                      By:  /s/ Thomas T. Edman
                                           Thomas T. Edman, President
                                           October 20, 1999

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
amended  report  has been  signed by the  following  persons  in the  capacities
indicated on October 20, 1999.


               Signatures                                 Title
                                              President, Chief Executive Officer
            /s/Thomas T. Edman                and Director (principal executive
              Thomas T. Edman                 officer)

           /s/Lawrence D. Firestone           Chief Financial Officer and
             Lawrence D. Firestone            Treasurer (principal accounting
                                              and financial officer)

             /s/ John S. Chapin*              Director
               John S. Chapin

           /s/ Cecil Van Alsburg*             Director
              Cecil Van Alsburg

             /s/ Chad D. Quist*               Director
                Chad D. Quist

            /s/ James A. Knister*             Director
              James A. Knister

            /s/ Richard P. Beck*              Director
               Richard P. Beck

        *By   /s/Thomas T. Edman
        Thomas T. Edman, Attorney in Fact
<PAGE>
                                  EXHIBIT INDEX


Exhibit No.         Description

 3.1*               Amended and Restated  Articles of  Incorporation  of Applied
                    Films  Corporation are  incorporated by reference to Exhibit
                    3.1 of Registrant's  Registration  Statement on Form S-1, as
                    amended (Reg. No. 333-35331).
 3.2*               Amended and Restated Bylaws of Applied Films Corporation are
                    incorporated  by  reference  to Exhibit 3.2 of  Registrant's
                    Registration  Statement  on Form S-1, as amended  (Reg.  No.
                    333-35331).
 4.1*               Specimen   common  stock   certificate  is  incorporated  by
                    reference  to  Exhibit  4.1  of  Registrant's   Registration
                    Statement on Form S-1, as amended (Reg. No. 333-35331).
10.1*               1993 Stock  Option  Plan is  incorporated  by  reference  to
                    Exhibit 4 of Registrant's Registration Statement on Form S-8
                    (Reg. No. 333-51175).
10.2*               1997 Stock  Option  Plan is  incorporated  by  reference  to
                    Exhibit 10.2 of Registrant's  Registration Statement on Form
                    S-1, as amended (Reg. No. 333-35331).
10.3*               Employee Stock Purchase Plan is incorporated by reference to
                    Exhibit 10.3 of Registrant's  Registration Statement on Form
                    S-1, as amended (Reg. No. 333-35331).
10.4*               Form of Indemnity  Agreement between  Registrant and each of
                    itsDirectors  and  Executive  Officers  is  incorporated  by
                    reference  to  Exhibit  10.4  of  Registrant's  Registration
                    Statement on Form S-1, as amended (Reg. No. 333-35331).
10.5*               Lease  Agreement  dated January 30, 1998,  between 9586 East
                    Frontage  Road,  Longmont,  CO 80504 LLC and  Registrant  is
                    incorporated  by reference  to Exhibit 10.9 of  Registrant's
                    Quarterly  Report on Form 10-Q for the fiscal  quarter ended
                    December 27, 1997.
10.6*               Agreement,  dated as of November  18, 1997,  between  Nippon
                    Sheet  Glass  Co.,  Ltd.,  NSG  Fine  Glass  Co.,  Ltd.  and
                    Registrant is  incorporated  by reference to Exhibit 10.8 of
                    Registrant's  Annual Report on Form 10-K for the fiscal year
                    ended June 27, 1998.
10.7*               Amended and Restated Credit Agreement, dated as of September
                    17, 1999, between Registrant and Bank One, Michigan.
10.8*               Security  Agreement dated June 30, 1994,  between Registrant
                    and Bank One,  Michigan,  formerly NBD Bank, is incorporated
                    by reference to Exhibit  10.5 of  Registrant's  Registration
                    Statement on Form S-1, as amended (Reg. 333-35331).
11.1*               Statement re: computation of per share earnings.
21.1*               Subsidiary of Applied Films  Corporation is  incorporated by
                    reference  to  Exhibit  21  of   Registrant's   Registration
                    Statement on Form S-1, as amended (Reg. No. 333-35331).
23.1                Consent of Arthur Andersen LLP.
24.1*               Power of Attorney  (included  on page 48).  27.1*  Financial
                    Data Schedule (EDGAR filing only).

-----------------------
* Previously filed
<PAGE>
                                                                    Exhibit 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the use of our report
(and to all  references  to our  Firm)  included  in or made a part of this Form
10-K/A and to the  incorporation  of our report  into the  Company's  previously
filed Registration Statement File Numbers 333-47951, 333-47967 and 333-51175.


                                                    /s/ Arthur Andersen LLP
                                                    ARTHUR ANDERSEN LLP



Denver, Colorado
October 18, 1999




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