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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
           ------------------------------------------------------
           
                                FORM 10-KSB/A
                                     
       ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE      
           
                   SECURITIES EXCHANGE ACT OF 1934
                                     
           For the fiscal year ended December 31, 1997 
   ______________________________________________________________

                  Commission File No.: 0-10854
    ___________________________________________________________               
                
                            ORS AUTOMATION, INC.
          (Exact name of registrant as specified in its charter)
                                     
                DELAWARE               I.R.S. Employer Identification     
    (State or other jurisdiction of                 No. 13-27956-75
    incorporation or organization)

                  402 Wall Street, Princeton, New Jersey                      
                  (Address of principal executive offices)    
                            
           08540                           (609) 924-1667
        (Zip Code)               (Registrant's Telephone Number) 

   Securities registered pursuant to Section 12(b) of the Act:
           Title of each class:    None
           Name of each exchange on which registered:   None                  
              
    Securities registered pursuant to Section 12(g) of the Act:
           Common Stock ($.01 par value per share)

     Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 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 

     Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB.  /X/

     State issuer's revenues for its most recent fiscal year:  $1,175,584

     As of March 1, 1998, the aggregate market value of the voting stock
held by non-affiliates of the registrant was:   $66,861.

     Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed
by a court. Yes  /X/   No

     As of March 1, 1998, 8,082,443 shares of the registrants Common Stock
and 12,000,000 shares of Class A Common Stock were outstanding.

     Transitional Small Business Disclosure Format:  Yes   No /X/
<PAGE> 2

Item 6.  Management's Discussion and Analysis or Plan of Operation

     The following table presents selected financial data for the
Company for the Company's past two years. 

                        For The Year Ended December 31,
<TABLE>
<CAPTION>
  Results of Operations                 1997                1996
-------------------------            ----------             ---------
 <S>                                 <C>                    <C>
 Operating Revenues                  $ 1,175,584            $ 1,232,421

 Income From Operations                   92,833                 97,032

 Net Income                               58,985                 54,114

 Net Income per Share of
   Common Stock                            0.00                   0.00

 Financial Position at
    December 31,

 Total Assets                        $   725,244            $  648,308

 Total Liabilities                       763,310               738,950

 Shareholder's Deficit                   (38,066)              (90,642)
</TABLE> 

                                          

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     As discussed in Note 1 to the financial statements, continuation of the
Company as a going concern and realization of its assets and liquidation of
its liabilities in the ordinary course of business are dependent upon, among
other things, the ability of the Company to maintain adequate financing and to
continue to achieve profitable continuing operations. The Company has been
existing, and will continue to, on its current cash flow only. To date the
Company has been unable to obtain any bank financing and there is no assurance
that if financing is required, it will be available to the Company.

     The cost of the components for the Company's products (primarily
electronic components) has been decreasing in recent years, whereas the
capacity and capability of such items have been increasing.  However, as the
Company increases its software emphasis, product development labor costs will
likely increase in the future, but the labor component included in product
costs will decrease. Therefore, the Company must increase the sales of its
products and improve margins in order to generate sufficient cash to continue
operations. 

 Results of Operations

     Comparing the results of operations of 1997 with 1996, sales of
$1,175,584 decreased approximately 4.6% from 1996 sales of $1,232,421.
Approximately 82.7% of the sales in 1997 were related to "i-lign" and "u-lign"
vision alignment products compared with 85% of sales in 1996. One customer,
Affiliated Manufacturers, Inc., ("AMI"), which has a controlling interest in
the Company, accounted for approximately 27% of the total sales in 1997
compared with 36% of total sales in 1996.    

     The gross profit increased from 32.1% of sales in 1996 to 34.1% of sales
for the year ended December 31, 1997. Administrative, Marketing and General
expenses increased approximately 3.3% to $308,210 for the year ended December
31, 1997 as compared to $298,365 for the year ended December 31, 1996. This
increase was primarily due to increased travel expenses to service an overseas
customer. 

     Software and product development expense decreased 10.8% to approximately
$223,000 in 1997 compared to approximately $250,000 in 1996. The Company
expects to continue product development at the current rate, to enhance its
current products and for the development of new products. 

     The income from operations for the year ended December 31, 1997 was
$92,833, as compared to income from operations of $97,032 for the year ended
December 31, 1996. In 1997, the Company had "Other Expenses" of $33,848 as
compared to "Other Expenses" of $42,918 in 1996.  The Company reserved an
additional amount of $6,409 for inventory obsolescence in 1997.  As a result,
the Company had a net income of $52,576 for the year ended December 31, 1997,
as compared to net income of $54,114 for year ended December 31, 1996.  

     Liquidity and Capital Resources 

     On May 10, 1993, August 10, 1993, November 10, 1993, February 10, 1995,
May 10, 1994 and August 10, 1994, payments totaling $45,500, $31,500, $42,000,
$63,000, $73,500 and $42,500, respectively, were due to the Internal Revenue
Service and various State taxing authorities pursuant to the bankruptcy
reorganization plan approved on April 8, 1991. On December 27, 1996, payments
totaling $45,500 were made to the Internal Revenue Service and various State
taxing authorities. As the Company required cash on hand for operating capital
and to implement new product development other payments were not made on the
due dates. These payments were deferred as permitted in the Reorganization
Plan. The Company has continuing discussions with the Internal Revenue Service
regarding settling its outstanding tax obligations. 
                                    

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     In 1997, operating activities provided $268,228, investing activities
used $6,991 for the purchase of equipment, compared to cash provided by
operations of $163,186, cash used in investing activities of $8,395, and cash
used in financing activities of $45,500 for the payment of priority tax
claims in 1996. As a result, the Company had a net increase in cash of
$261,237 which resulted in cash on hand at December 31, 1997 of $429,690. The
increase of cash in 1997 was due largely to the efficient collection of
accounts receivable. This increase in cash in 1997 will allow payment of a
negotiated settlement of Internal Revenue Service obligations in 1998. 

      Since emerging from bankruptcy proceedings in 1991, payments to the
Internal Revenue Service, State taxing authorities, unsecured creditors and
the buyout of shareholders holding less than 1,000 shares totaled $405,175,
which has made it very difficult for the Company to invest in and expand its
business.

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                          ORS AUTOMATION, INC.
                       STATEMENTS OF OPERATIONS
               FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<TABLE>
<CAPTION>
                                          1997                 1996
                                         -------              -------
<S>                                      <C>                   <C> 
Sales                                    $  1,175,584          $  1,232,421
Cost of Goods Sold                            774,541               837,024
                                           -----------             --------- 
     Gross Profit                             401,043               395,397

Administrative, Marketing and General
  Expenses                                    308,210               298,365
                                            -----------            ----------
Income From Operations                         92,833                97,032 

Other Expense (Income):
        Interest income                        (9,209)               (4,727)
        Interest expense                       36,274                40,474
        Depreciation and amortization           6,783                 7,171
        Inventory obsolescence                  6,409                   -
                                              ---------            ---------
            Total Other Expense (Income),
                net                            40,257                42,918
                                             ----------            -----------
Income Before Provision for Income Taxes       52,576                54,114
                                                             
Provision for Income Taxes                       --                     --   

Net Income                               $     52,576          $     54,114
                                         ==============        ===============
Basic Earnings Per Common Share          $        .00          $        .00
                                         ==============       ================
Common Shares Used in Computing Basic
   Earnings Per Common Share               20,082,433              20,070,216
                                          =============           ============
</TABLE>




The Notes to Financial Statements are an integral part of these statements

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                                 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.

                            ORS AUTOMATION, INC.
                                (Registrant)
                                     
    By:     /s/ Edward Kornstein        Dated:  May 15, 1998  
          -----------------------              -----------------
       Edward Kornstein, Chairman, CEO

     In Accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
             Name                Date          Position with Registrant
          ------------        ------------      -----------------------

<S>                            <C>              <C>
  /s/ Edward Kornstein         5/15/98          Chairman, CEO, Treasurer
 
                                                (Chief Financial Officer)
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  /s/ Howard W. Imhof          5/15/98           Director

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  /S/ William Trautman         5/15/98           Director
 
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