SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-K/A

                         (Amendment No. 1 to Form 10-K)

(Mark One)

[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
                                 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 0-25036

                           VIDEONICS, INC.
             (Exact name of Registrant as specified in its charter)

California                                                       77-0118151
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

1370 Dell Ave., Campbell, California                               95008
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code:           (408) 866-8300

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

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

   Common Stock, without par value                      Nasdaq SmallCap Market

       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 the  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. [ ]

       At March 31,  2000,  the  aggregate  market value of Common Stock held by
non-affiliates of the Registrant was approximately $5,990,424

       As of March 31, 2000,  there were  5,898,974  shares of the  Registrant's
Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

  Items 10, 11, 12 and 13 of Part III of the Annual  Report on Form 10-K for the
     fiscal year ended  December 31, 1999, of Videonics  Inc. (the  "Company" or
     the  "Registrant")  previously  filed  with  the  Securities  and  Exchange
                    Commission ("SEC") are hereby amended and
                 restated to read in their entirety as follows:


<PAGE>



                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>

      The  executive  officers  and  directors of the Company as of December 31,
1999 are as follows:

<CAPTION>
                                                                            Director /
       Name                         Age                Position            Officer Since
       ----                         ---                --------            -------------
<S>                                 <C>          <C>                           <C>
       Michael L. D'Addio           55           Chairman of the               1986
                                                 Board, Chief
                                                 Executive Officer
                                                 and Director

       Jeffrey A. Burt              47           V.P. Operations               1992

       Gary L. Williams             33           V.P. Finance,                 1999
                                                 Chief Financial
                                                 Officer and Secretary

       Carl E. Berg                 61           Director                      1987

       Mark C. Hahn                 50           Director                      1986

       N. William Jasper, Jr.       52           Director                      1993

</TABLE>

     Michael  L.  D'Addio,  a  co-founder  of the  Company,  has served as Chief
Executive  Officer and  Chairman of the Board of Directors  since the  Company's
inception  in July  1986.  In  addition  Mr.  D'Addio  served  as the  Company's
President  from July 1986 until November  1997.  From May 1979 through  November
1985 Mr. D'Addio served as President,  Chief  Executive  Officer and Chairman of
the Board of Directors of Corvus Systems,  a manufacturer of small computers and
networking  systems.  Mr.  D'Addio  holds an A.B.  degree  in  Mathematics  from
Northeastern University.

     Jeffrey A. Burt has served as Vice  President of  Operations of the Company
since April 1992. From August 1991 to March 1992, Mr. Burt served the Company as
its Materials  Manager.  Prior to that time,  from October 1990 until July 1991,
Mr.  Burt  acted  as a  consultant  to the  Company  in the  area  of  materials
management.  From May 1989 to October  1990,  Mr. Burt served as the Director of
Manufacturing  of On Command  Video.  Mr. Burt holds a B.A.  degree in Economics
from the University of Wisconsin at Whitewater.

     Gary L.  Williams has served the Company as its Vice  President of Finance,
Chief Financial Officer and Secretary since February 1999. From February 1995 to
January 1999, Mr. Williams served as the Company's Controller. From July 1994 to
January 1995, he served as Controller for Western Micro  Technology,  a publicly
traded company in the electronics  distribution  business.  From January 1990 to
June 1994, Mr. Williams  worked in public  accounting for Coopers


                                       2
<PAGE>

& Lybrand LLP. Mr. Williams is a Certified Public Accountant and has a Bachelors
Degree in Business Administration, with an emphasis in Accounting from San Diego
State University.

     Carl E. Berg, a  co-founder  of the  Company,  has served on the  Company's
Board of  Directors  since June 1987.  Mr. Berg is  currently,  Chief  Executive
Officer,  President and a director for Mission West Properties. Mr. Berg is also
a member  of the Board of  Directors  of  Integrated  Device  Technology,  Inc.,
Valence Technology, Inc., and Systems Integrated Research.

     Mark C. Hahn, a co-founder of the Company, has served as Director since the
Company's  inception in July 1986. From February 1996 to November 1999, Mr. Hahn
served as the  Company's  Chief  Technical  Officer.  From July 1986 to February
1996,  Mr.  Hahn  served  as  the  Company's  Vice  President  of  Research  and
Development. Prior to co-founding the Company, Mr. Hahn served as Vice President
of Research and Chief  Technologist  of Corvus Systems from May 1979 to February
1986.  Mr. Hahn holds a B.S.  degree in Electrical  Engineering  from  Princeton
University and a M.S. degree in Electrical Engineering from Stanford University.

     N.  William  Jasper,  Jr.  joined the Board of  Directors of the Company in
August 1993.  Since 1983, Mr. Jasper has been the President and Chief  Operating
Officer of Dolby Laboratories, Inc.


Section 16(a) beneficial ownership reporting compliance

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors,  executive officers,  and persons who own more than ten
percent of a registered class of the Company's equity  securities,  to file with
the Commission  initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers,  directors
and greater than ten percent shareholders are required by Commission  regulation
to furnish the Company with copies of all Section 16(a) forms they file.

      To the Company's knowledge, based solely on a review of the copies of such
reports  and   amendments   thereto   furnished   to  the  Company  and  written
representations  from the reporting persons that no other reports were required,
the Company  believes that all Section 16(a) filing  requirements  applicable to
its  officers,  directors  and greater than ten percent  beneficial  owners were
complied with during the year ended December 31, 1999.


                                       3
<PAGE>
<TABLE>

ITEM 11.          EXECUTIVE COMPENSATION

      The following table sets forth the total compensation  earned by the Chief
Executive Officer and each of the executive officers of the Company whose salary
and bonus for fiscal year 1999  exceeded  $100,000 for services  rendered in all
capacities for the years ended December 31, 1999, 1998, and 1997.

<CAPTION>

                           Summary Compensation Table

                                                                Annual                    Long-Term
                                                           Compensation (1)             Compensation
                                                           ----------------             ------------          All Other
Name and                                                 Salary             Bonus          Option/           Compensation
Principal Position                        Year             ($)               ($)          SARs (#)               ($)
------------------                        ----             ---               ---          --------               ---
<S>                                       <C>          <C>                      <C>         <C>               <C>
Michael L. D'Addio                        1999         $150,000                 0                0                  0
   Chief Executive Officer                1998         $150,000                 0                0                  0
                                          1997         $130,667                 0                0                  0

Jeffrey A. Burt                           1999         $133,462                 0                0                  0
   Vice President of                      1998         $122,693                 0           30,000 (2)              0
   Operations                             1997         $110,000                 0           30,000 (2)        $30,200 (3)

Gary L. Williams                          1999         $118,697                 0           50,000                  0
   Vice President of                      1998          $94,085                 0           22,504 (5)              0
   Finance, CFO &                         1997          $86,020                 0           16,504 (6)              0
   Secretary (4)
<FN>

(1)  Except for annual compensation reported below, there is no other annual compensation to report.

(2)  Includes repriced options to purchase 30,000 shares of Common Stock.

(3)  Amounts represent gain recognized on exercise of nonstatutory stock options issued under the Company's 1987 Stock Option Plan.

(4)  Mr. Williams was appointed Vice President of Finance and Chief Financial Officer in February 1999.

(5)  Includes repriced options to purchase 16,504 shares of Common Stock.

(6)  Includes repriced options to purchase 10,504 shares of Common Stock.

</FN>
</TABLE>


                                                                 4
<PAGE>


<TABLE>
      The following tables set forth as to the Chief Executive  Officer and each
of the other executive officers named in the Summary Compensation Table, certain
information  with  respect to options to purchase  shares of Common Stock of the
Company as of and for the year ended December 31, 1999.

<CAPTION>
                            Option/SAR Grants in 1999


                       Number of      % of Total                                      Potential Realizable
                      Securities       Options/                                      Value at Assumed Annual
                      Underlying         SARs         Exercise                        Rates of Stock Price
                        Option/       Granted to       or Base                          Appreciation for
                         SARs          Employees        Price                            Option Term (3)
                        Granted           In           ($/per        Exp.         --------------------------------
Name                    (#) (1)        1999 (2)        Share)        Date         0% ($)     5% ($)       10% ($)
---------------------  --------        --------        ------        -----        ------     ------       -------
<S>                       <C>             <C>          <C>          <C>             <C>     <C>            <C>
Jeffrey A. Burt           25,000           7.2%        $0.78        2/17/09         0       $12,304        $31,143
Gary L. Williams          50,000          14.4%        $0.78        2/17/09         0       $24,608        $62,286
<FN>

(1)  Options granted in this table have exercise prices equal to the fair market value of the Company's  Common Stock on the date of
     grant. All such options  typically become  exercisable at a rate of 1/8 after the first full six months of employment,  and 1/8
     every six months thereafter for a total four year vesting period following the date of grant.

(2)  The Company granted options to purchase a total of 348,124 shares of Common Stock to employees and Directors in 1999.

(3)  Potential  realizable  value assumes that the stock price increases from the date of grant until the end of the option term (10
     years) at the annual rate specified (0%, 5%, 10%). Annual compounding results in total appreciation of 63% (at 5% per year) and
     159% (at 10% per year). The 5% and 10% assumed rates of appreciation  (over the deemed fair market value at the grant date) are
     mandated by the rules of the  Securities and Exchange  Commission and do not represent the Company's  estimate or projection of
     the future growth of the price of the Company's Common Stock.

</FN>
</TABLE>

                                                                 5
<PAGE>

<TABLE>

                     Aggregated Option/SAR Exercises in 1999
                      and Fiscal Year-End Option/SAR Values

                         Shares                       Number of Securities                 Value of Unexercised
                      Acquired on     Value          Underlying Unexercised              In-the-Money Options/SARs
                        Exercise    Realized        Options/SARs at Year-End                  at Year-End(1)
Name                       #          $           Exercisable      Unexercisable        Exercisable      Unexercisable
--------------------   --------- -----------      -----------      -------------        -----------      -------------
<S>                                                   <C>              <C>                 <C>                <C>
Michael L. D'Addio           -          -                -                  -                -                    -
Jeffrey A. Burt              -          -             56,375           25,625              $11,321            2,078
Gary L. Williams             -          -             22,691            49,813             $594               4,156

<FN>
(1)    Calculated on the basis of the closing price of $0.88 on December 31, 1999, minus the exercise price.
</FN>
</TABLE>


<TABLE>
                          Ten-Year Option/SAR Repricing

                                                        Market                                       Length of
                                      Number of        Price of         Exercise                     Original
                                     Securities        Stock at         Price at                    Option Term
                                     Underlying         Time of          Time of                   Remaining at
                                     Option/SARs       Repricing        Repricing       New           Date of
                                     Repriced or          or               or        Exercise      Repricing or
Name                        Date       Amended         Amendment        Amendment      Price         Amendment
----------------------      ----       -------         ---------        ---------      -----         ---------
<S>                        <C>           <C>             <C>             <C>           <C>       <C>
Jeffrey A. Burt            6/24/98       30,000          $1.50           $5.00         $1.50     9 years  56 days
                           8/19/97       30,000          $5.00           $7.50         $5.00     8 years 177 days
Gary L. Williams           6/24/98       10,504          $1.50           $5.00         $1.50     9 years  56 days
                           6/24/98        6,000          $1.50           $4.50         $1.50     9 years  56 days
                           8/19/97       10,504          $5.00           $7.50         $5.00     8 years 177 days
</TABLE>

                                                                 6
<PAGE>

Employment Agreements

      The Company has entered into Key Employee Agreements with Mr. Burt and Mr.
Williams  to  provide  for the  acceleration  of option  vesting  under  certain
circumstances upon a change in control as defined in those agreements.

Remuneration of Non-Employee Directors

      The Company does not compensate  non-employee directors who are also major
shareholders,   such  as  Mr.  Berg,  for  their  services.  Other  non-employee
directors,  such as Mr. Jasper, receive $500 for each board meeting attended. In
addition, non-employee directors (other than non-employee directors who are also
major shareholders),  serving on the Company's Board of Directors on August 31st
of each year will be granted nonstatutory stock options to purchase 4,504 shares
of the Company's  Common Stock.  During 1999,  Mr.  Jasper  received  options to
purchase  4,504 shares of the  Company's  Common Stock  representing  director's
options for 1999.

Report of the Compensation Committee With Respect to Executive Compensation

      The Compensation Committee of the Board of Directors (the "Committee") was
established  on October 27, 1994.  The  functions of the  Committee  are to make
recommendations to the Board concerning salaries and incentive  compensation for
the Company's executive officers.

      The  Company's  executive  compensation  program has been  designed to (i)
attract  and  retain  executives  capable  of  leading  the  Company to meet its
business objectives and to motivate them to enhance long-term  shareholder value
through compensation that is comparable to the levels offered by other companies
in similar industries; (ii) motivate key executive officers to achieve strategic
business initiatives and reward them for their achievement;  and (iii) align the
interests  of  executives   with  the  long-term   interests  of  the  Company's
shareholders  through  award  opportunities  resulting  in the  ownership of the
Company's Common Stock. Annual compensation for the Company's executive officers
may consist of three  elements:  cash salary,  cash incentive  bonus,  and stock
option  grants.  Stock  option  grants  provide an incentive  which  focuses the
executive's  attention on managing the Company from the  perspective of an owner
with an equity stake in the business. These stock options will generally provide
value to the  recipient  only when the price of the  Company's  stock  increases
above the option grant price.

      The  Committee  recognizes  that  the  salary  paid  to Mr.  D'Addio,  the
Company's Chief Executive Officer, is substantially below that paid to others in
comparable  positions of similar companies.  The Committee  increased the annual
salary of Mr. D'Addio,  the Company's CEO to $150,000 in 1997 from $92,000.  The
Committee  recognizes that Mr. D'Addio's  current salary is still  significantly
below the salary of CEO's in comparable public companies,  however,  Mr. D'Addio
declined any additional increase.

      During 2000,  it is  anticipated  that the Committee  will conduct  annual
performance  reviews  comparing  actual Company  progress  against annual plans.
Elements of such plans,  including  progress on product  development,  sales and
marketing, expense control and organizational development, may be considered.



                                        7
<PAGE>

      Carl E. Berg
      N. William Jasper Jr.

Compensation  Committee  Interlocks and Insider  Participation  in  Compensation
Decisions

      The Compensation Committee consists of Messrs. Berg and Jasper, neither of
whom is employed by the Company.  There are no Compensation Committee interlocks
between  the  Company  and other  entities  involving  the  Company's  executive
officers and Board members who serve as executive officers of such entities.


                                       8
<PAGE>

<TABLE>
Performance Measurement Comparison

      The  following  graph  compares  the  annual   percentage  change  in  the
cumulative  shareholder  return of the Common  Stock of the  Company,  with CRSP
Total Return Index for the Nasdaq Stock Market (Domestic Companies) and the CRSP
Total Return Index for the Nasdaq Electronic Component Companies, for the period
beginning December 31, 1995 and ending December 31, 1999. The graph assumes that
$100.00 was invested on December 31, 1995.

(The following  descriptive  data is supplied in accordance  with Rule 304(d) of
Regulation S-T)

<CAPTION>
                                                              Cumulative Total Return
                                        -------------------------------------------------------------
                                        12/31/95      12/31/96     12/31/97     12/31/98     12/31/99
                                        --------      --------     --------     --------     --------

<S>                                          <C>           <C>          <C>           <C>          <C>
      Videonics, Inc.                        100           76           35            5            8
      Nasdaq (Domestic)                      100          123          151          212          394
      Electronic Component
       Companies                             100          173          181          280          550

</TABLE>

      These indices are calculated on a dividend  reinvested  basis. The Company
emphasizes  that the performance of the Company's stock over the period shown is
not necessarily indicative of the future performance of the Company's stock.


                                       9
<PAGE>


ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BENEFICIAL OWNERS

      The following table sets forth, as of March 31, 2000, certain  information
with respect to each person known by the Company to be a  beneficial  owner,  as
defined in Rule 13d-3 ("Rule 13d-3")  promulgated by the Securities and Exchange
Commission  under the  Securities  Exchange  Act of 1934,  as amended (the "1934
Act"), of more than 5% of the outstanding Common Stock of the Company.

                                                                 Percentage of
                                                                  Outstanding
Name and Address                  Number of Shares                  Common
of Beneficial Owner              Beneficially Owned                  Stock
-------------------              ------------------                  -----

Carl E. Berg
10050 Bandley Drive

Cupertino, CA 95014                   1,466,205                       24%

Michael L. D'Addio
1370 Dell Avenue

Campbell, CA 95008(1)                   921,762 (1)                   15%

Mark C. Hahn
1370 Dell Avenue

Campbell, CA 95008                      493,515                       8%


(1)  Includes 9,000 shares subject to stock options  exercisable as of March 31,
     2000 or within 60 days thereafter held by Mr.  D'Addio's  spouse, a Company
     employee.


                                       10
<PAGE>



MANAGEMENT

      The following table sets forth certain  information,  as of March 31, 2000
concerning each director and each executive officer,  including their beneficial
ownership  as defined in Rule 13d-3,  of shares of Common  Stock and  beneficial
ownership of Common Stock by all officers and directors as a group.

                                               Number of           Percentage of
                                                Shares             Outstanding
Name of Beneficial Owner                  Beneficially Owned       Common Stock
------------------------                  ------------------       ------------
Carl E. Berg                                   1,466,205                24%

Michael L. D'Addio                               921,762 (1)            15

Mark C. Hahn                                     493,515                 8

N. William Jasper, Jr.                            40,847 (2)             *

Jeffrey A. Burt                                   63,250 (3)             1

Gary L. Williams                                  32,004 (4)             *

All executive officers and
 directors as a group (6 persons) (5)          3,017,583                50%

* Represents less than 1%

(1)  Includes 9,000 shares subject to stock options  exercisable as of March 31,
     2000 or within 60 days thereafter held by Mr.  D'Addio's  spouse, a Company
     employee.

(2)  Includes 9,567 shares subject to stock options  exercisable as of March 31,
     2000 or within 60 days thereafter.

(3)  Includes 63,250 shares subject to stock options exercisable as of March 31,
     2000 or within 60 days thereafter.

(4)  Includes 32,004 shares subject to stock options exercisable as of March 31,
     2000 or within 60 days thereafter.

(5)  Includes an aggregate of 113,821  shares  included  pursuant to notes (1) -
     (4).


                                       11
<PAGE>



ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      There  is no  pending  litigation  or  proceeding  involving  a  director,
officer, employee or other agent of the Company as to which indemnification from
the  Company  is  being  sought  nor is the  Company  aware  of any  pending  or
threatened  litigation  that may  result in claims  for  indemnification  by any
director, officer, employee or other agents.

      At December 31, 1999,  the Company had an unsecured loan from Carl Berg, a
director and shareholder of the Company. This loan, in the amount of $1,035,000,
bears interest at 8% per year, and is due on January 16, 2001.  Accrued interest
is payable at maturity.  On March 22,  2000,  the loan was amended to extend the
maturity date to January 16, 2002.




                                       12
<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the Company has duly caused this  Amendment No. 1 to Form
10-K to be signed on its behalf by the  undersigned,  thereunto duly authorized,
on this 27th day of April, 2000.

                               VIDEONICS, INC.

                           By: /s/ Michael L. D'Addio
                               ------------------------------
                                   Michael L. D'Addio
                                   Chief Executive Officer

<TABLE>
      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
Report has been signed below by the  following  persons on behalf of the Company
and in the capacities and on the dates indicated.
<CAPTION>

Name and Signature                         Title                                   Date
------------------                         -----                                   ----
<S>                                        <C>                                     <C>
/s/ Michael L. D'Addio                     Chairman of the Board                   April 27, 2000
------------------------------             and Chief Executive Officer
Michael L. D'Addio                         (Principal Executive Officer)


/s/ Gary L. Williams                       Vice President of Finance,              April 27, 2000
------------------------------             and Chief Financial Officer
Gary L. Williams                           (Principal Financial Officer
                                           and Principal Accounting
                                           Officer)

/s/ Carl E. Berg                           Director                                April 27, 2000
------------------------------
Carl E. Berg

/s/ Mark C. Hahn                           Director                                April 27, 2000
------------------------------
Mark C. Hahn

/s/ N. William Jasper, Jr.                 Director                                April 27, 2000
------------------------------
N. William Jasper, Jr.


</TABLE>

                                       13