--------------------------------------------------------------------------------
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-KSB
(Mark One)

[X]   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934
      [FEE REQUIRED]
For the fiscal year ended  November 30, 1998 or
                          ---------------------

[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934
      [NO FEE REQUIRED]
For the transition period from                to                
                               --------------    ----------------
Commission file number   0-18253  
                         ---------
                              NDC AUTOMATION, INC.
                 (Name of small business issuer in its charter)

                     Delaware                            56-1460497
                     --------                            ----------         
            (State or other jurisdiction of           (I.R.S. Employer
             incorporation or organization)           Identification No.)

            3101 Latrobe Drive, Charlotte, North Carolina        28211-4849    
            ---------------------------------------------        ----------    
              (Address of principal executive offices)           (Zip Code)

            Issuer's telephone number   (704) 362-1115
                                        ---------------
 

            Securities registered pursuant to Section 12(b) of the Exchange Act:
                                                        Name of each exchange on
                   Title of each class                        which registered

                          None                                    None         
                   --------------------                  ----------------------
    
            Securities registered pursuant to Section 12(g) of the Exchange Act:

                          .01 Par Value Common Stock 
                          ---------------------------
                               (Title of Class)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 registrant's 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: $4,015,698
      The aggregate market value of the voting stock held by non-affiliates of
the Registrant was $821,816, based upon the closing sales price of Common
Stock on OTC Bulletin Board on January 29, 1999 of $0.40 per share.

      As of January 29, 1999, 3,453,451 shares of Registrant's Common Stock, par
value $.01 per share, were outstanding.

      Portions of the Registrant's Annual Report to the security holders filed
pursuant to Rule 14a-3(b) under the Securities Exchange Act of 1934 are
incorporated by reference in Part II, Items 6 and 7. In addition, portions of
the Registrant's definitive proxy statement for the 1999 Annual Meeting of
Shareholders to be filed pursuant to Regulation 14A under the Securities
Exchange Act of 1934 are incorporated by reference in Part III, Items 9, 10, 11
and 12.

      Transitional Small Business Disclosure Format (check one):  Yes     No X
                                                                      ---   ---

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


<PAGE>

                                    PART I

ITEM 1.  DESCRIPTION OF  BUSINESS

BUSINESS DEVELOPMENT

     NDC Automation, Inc. conducts the business previously carried on by Netzler
and Dahlgren Company Technologies, Inc. ("NDCT"), NDC Systems, Inc. ("NDCS"),
and another company also called NDC Automation, Inc. ("NDCA") (all collectively
referred to hereunder as the "Company").

     NDCT was founded in 1982 as the North American affiliate of NDC, Netzler &
Dahlgren Co. AB ("Netzler & Dahlgren"), a Swedish Company. NDCT's strategy was
to acquire or license European control technologies and products, and to
enhance, modify, and otherwise adapt them for use by customers in North America.

     In 1984, NDCS was organized to market radio frequency identification
technology products.

     Automation Technologies, Inc. ("ATI") was formed in 1985, but did not
engage in the active conduct of business.

     In 1987, NDCA was formed to provide standard hardware and software packages
for original equipment manufacturers ("OEMs") to expand applications of
automatic guided vehicle systems ("AGVS") and RFID technologies into industries
that traditionally did not use such technologies.

     Effective December 1, 1987, NDCT, NDCS, and NDCA were all merged into ATI.
The surviving corporation changed its name to NDC Automation, Inc. The effect of
the merger was to combine the business activities of three separate, but
market-related, companies into a single, integrated enterprise. The Company
became a Delaware corporation in December 1989 through a merger entered into for
the purpose of changing the Company's state of incorporation. At that time its
sole subsidiary was N/S Technology, Inc., an inactive North Carolina corporation
which was dissolved in 1994.

     On March 28, 1990, the Company's successfully completed its initial public
offering netting $1,996,598 to improve its financial position for potential
growth opportunities.

     On June 30, 1991, the Company acquired all of the common stock of
Southeastern Software Developers, Inc. ("SSDI"), a South Carolina corporation,
from its shareholders for stock in the Company and cash. SSDI developed and
owned proprietary control and monitoring software used primarily in the textile
industry. The Company has essentially absorbed the operations of SSDI and
dissolved SSDI's corporate charter in 1996.

     Effective July 1, 1992, the Company acquired for cash and stock all of the
outstanding shares of NDC Technology Australia PTY Ltd. ("NDCTA"), a company
formed to acquire, develop, market, and sell hardware, software and engineering
services incorporated into and used to control AGVS in the international market.
NDCTA was sold on November 30, 1995 to its managing director.

     On June 22, 1993, the Company purchased the assets of AutoNavigator AB
("ANAB"), of Lulea, Sweden. A subsidiary of the Company, NDC Laser AB ("NDC
Laser"), was formed to produce and distribute ANAB's laser device and related
software, enhancing the Company's know-how in the AGV area. NDC Laser was sold
November 30, 1995 to Netzler & Dahlgren.

     During the fiscal year ending November 30, 1996, the Company discontinued
its marketing and distribution of the radio frequency identification products to
primarily focus on its AGVS business. The Company also refocused its marketing
and sales of AGVS equipment to OEM customers and system suppliers. In September
1997 the Company expanded it sales efforts to provide turn key AGV systems to
end users where OEM and system suppliers were not present in the market place.

                                       1
<PAGE>


BUSINESS OF THE ISSUER

     The Company's core business is to be a supplier of controls hardware,
software, engineering services and other components that are incorporated into
automated guided vehicles ("AGV's" or "vehicles") and into systems that
incorporate one or more such vehicles ("AGV systems"). AGV's are driverless,
computer-controlled vehicles that are programmed to transport materials through
designated pickup and delivery routines within a particular facility (usually a
manufacturing or distribution facility) and to transmit information concerning
system status, inventory tracking and system controls to a system controller. In
1998, sales of AGV related products and services accounted for almost all of the
Company's net revenues as it did in 1997.

     The Company's AGV system products and services have been used in a variety
of industries, including textiles, automotive, newspaper publishing and
electronics. These control products are designed to be of such general
applicability as to be incorporated into many kinds of material handling
vehicles. Consequently, they are used not only in custom-designed AGV vehicles
and systems, but also to automate conventional material handling equipment such
as forklifts and pallet jacks.

     The Company markets a laser guidance AGV control system, Lazerway(TM),
which is viewed by management as superior to the traditional "wire guidepath"
technology or other non-wire technologies for controlling the direction of an
AGV. The laser technology permits the end user to alter the guidepaths of AGV's
without changes in the user's facility. For further information regarding AGVS,
see "AUTOMATED GUIDED VEHICLE SYSTEMS" below.

     The Company's philosophy is to sell its hardware, software and engineering
services to OEMs customers, i.e. manufacturers of AGVs, AGV systems and other
vehicles that can be equipped for automation to fit the end-users' needs. The
Company will sell such services through regular distribution or as a
sub-contractor to such OEM customers. However, the Company may supply, from time
to time, an end user in circumstances where an OEM customer or system supplier
is not available to implement or support such end user.

     The Company was organized in North Carolina in 1987 and reincorporated in
Delaware in 1989, although its predecessors had been in existence since 1982.
Its principal office is located at 3101 Latrobe Drive, Charlotte, North
Carolina, 28211, and its telephone number is (704) 362-1115.

                                       2
<PAGE>


STRATEGY

     The Company's mission is to strengthen its core business through active
marketing, distribution and support of AGV system control technology,
engineering and related products through sales to AGV manufacturers, material
handling system integrators and other equipment manufacturers who typically
integrate the Company's products into system products for sale to the actual
users of AGV systems.

The Company is focusing its marketing efforts on its laser technology,
Lazerway(TM), towards OEM customers as well as to existing users of AGV systems
for up-grading and retrofitting purposes. The Company will pursue system
business direct with end-users in cases where a qualified partner is not
involved.

The Company has divested itself of all previous acquisitions to focus on its
core business in North America. The Company's strategy is to increase awareness
of its AGVS technology and system capabilities among end users while creating
new relationships with AGVS suppliers and system suppliers that would be
qualified to distribute the products or systems to end users. As part of the
strategy, the Company intends to pursue potential niche markets of end users
through distribution relationships. The Company believes that its focus on laser
technology rather than on wire technology can give it an advantage in the
existing and future market place. Further recent developments and attempts to
broaden the present market include:

o     Use of LAZERWAY technology to control a stage set for a new Disney
      musical.
o     A purchase order for a prototype LAZERWAY AGV system intended for United
      States postal service.
o     AGV's used to solve security problems with x-ray imaging at airports and
      international borders.
o     A purchase order from Harcon for a LAZERWAY AGV system to be installed
      at a Daimler Chrysler facility.
o     Netzler & Dahlgren are developing a new product called LAZERWAY TEACH-IN
      for the industrial truck market. LAZERWAY TEACH-IN simplifies the layout
      and programming of driving routes and loading positions, and can be used
      by customer personnel. No computer skills are needed in using the product.
      This product could open new markets and applications for the Company's
      technology.

The Company also has introduced other but related product lines such as private
labeled batteries and chargers, under the POWERWAY label, that can be
distributed to targeted customers to supplement its existing AGV business.
Revenues for such products were minimal in 1998 but the Company remains
optimistic that such products may produce growth opportunities.

The Company will continue to review its strategy as it monitors the market,
competition and growth opportunities for its products. Results of such reviews
may affect the above strategies. There can be no assurance, however, that any of
the above strategies or future strategies will meet management's objectives for
success or growth.

                                       3
<PAGE>


AUTOMATED GUIDED VEHICLE SYSTEMS

GENERAL

     AGV's are driverless, computer-controlled vehicles that are programmed to
transport materials through designated pickup and delivery routines within a
particular facility (usually a manufacturing or distribution facility) and to
transmit system status, inventory tracking and control and other information. In
many manufacturing and distribution processes, material handling needs are met
by roller tables, conveyors, manually operated vehicles and other conventional
methods. The vehicles can be rerouted within the constraints imposed by the
particular system. The Company's AGV system products and services have been used
in a variety of industries, e.g. warehousing, textiles, newspaper publishing and
electronics. Control systems and technology supplied by the Company are used for
guidance and control of AGV systems in numerous existing production facilities.

     The vehicles can be made to move and stop, load and unload, and perform
other functions. The AGV's load handling equipment is adapted to the type and
weight of the material that it handles and may consist of a roller table,
forklift, mechanical arm or other device. The vehicle's wheel and drive
configurations vary, depending upon the degree of maneuverability required
within the manufacturing or distribution facility.

     Automatic guided vehicles can be guided between pick-up and delivery points
by several methods. The traditional method is an inductive loop, called a wire
guidepath, which is embedded in the floor of the facility when the AGV system is
installed. The vehicles in an AGV system are equipped with a sensor and guidance
equipment that cause them to follow the guidepath. Because the installation of a
wire guidepath requires cutting a channel in the floor of the facility, the wire
guidepath method makes rerouting of AGV's less flexible. Moreover, this method
of installation of the system makes it inappropriate for clean room environments
and certain other applications.

     An alternative vehicle guidance method uses laser technology, which
eliminates the need for extensive facility reconfiguration upon installation.
The laser guidance technology employs a rotating laser beam emitted from a
vehicle to sweep the room and calculate angles to detected reflectors. The data
gathered in this manner is used by the vehicle's computer to determine its
location and progress towards its destination. The vehicle can be rerouted
remotely by computer. Management believes that the Company's laser guidance is
superior to traditional technology because it permits the end user to alter the
designated routines of AGV's without extensive reconfiguration of the facility .

     The end users of AGV systems typically are firms that need to move objects
by vehicle within a single manufacturing or distribution facility. For example:

             A leading car manufacturer transport engines in their production
facility with AGV's.

             A significant number of newspapers use AGV systems incorporating
the Company's products to move paper rolls and finished editions through their
printing plants.

     The Company offers over 20 standard items of equipment and over 10 standard
software products with multiple options to its customers. In many instances
customers incorporate NDCA products into their own AGV systems for sale to end
users. These control products are designed to be of such general applicability
as to be useful in many kinds of material handling vehicles. Consequently, they
are used not only in custom-designed AGV vehicles and systems, but also to
upgrade conventional material handling equipment such as forklifts and pallet
jacks.

                                       4


<PAGE>

     AGV systems are custom-designed by system houses and OEMs, and occasionally
by end users, to satisfy the material handling needs of an end user's
facilities. The more complex AGV systems perform several functions and are
controlled by highly sophisticated computer software. These systems track and
maintain the flow of materials through an entire manufacturing or distribution
process. In doing so, they use numerous vehicles to move parts and assemblies
through the various operations necessary to produce the finished product. The
AGV system's own computers provide host production computers with the
information necessary for management to make real-time production decisions.

THE MASTER LICENSE AGREEMENT

     The Company's AGV system products and services incorporate technology
licensed by, and products purchased from, Netzler and Dahlgren Co. AB, a Swedish
based company ("Netzler & Dahlgren"), as well as technology that it has acquired
or developed itself. In accordance with the Master License Agreement ("MLA")
dated December 1, 1987, as restated November 30, 1995, the Company receives
Netzler & Dahlgren's AGV technology, hardware, software, know-how and consulting
services. The Master License Agreement provides that the Company has the rights
to commercially and technically utilize, apply and sub-license Netzler &
Dahlgren's AGV system control technology and to sell its AGV system products in
North America to OEMs who manufacture vehicles in North America. The MLA,
however, does not prohibit such OEMs from purchasing complete AGVs equipped with
Netzler & Dahlgren controls from a licensee of Netzler & Dahlgren who
manufactures vehicles outside of North America. Netzler & Dahlgren products do
not include standard or custom vehicle frames for AGVs. Ongoing use by the
Company of AGVS technology unavailable from Netzler & Dahlgren, however, would
allow Netzler & Dahlgren to terminate the Company's rights under the MLA.

     On November 30, 1995, the Company sold its laser technology to Netzler &
Dahlgren and extended the Master License Agreement. The restated agreement
continues to allow the Company to distribute the Netzler & Dahlgren laser
technology as described above in North America. The Master License Agreement
further provides that any enhancements or improvements of existing technology
sponsored or developed by one party shall be the property of the original
developer (subject to a royalty-free grant back to the other party for marketing
outside the owner's territory). The agreement was extended for ten (10) years
and will expire on December 1, 2005 and is subject to automatic two year
extensions unless and until one party, in compliance with certain procedures,
notifies the other of its intention to terminate the agreement. It provides for
payment of a 10% royalty on sub-license fees received by the Company with
respect to AGV system technology. It also provides for the sale of products at
prices determined annually. Royalties are due 30 days following receipt of
payment by the Company. During the fiscal year ended November 30, 1998, the
Company incurred no royalties to Netzler & Dahlgren with respect to technology
sub-licenses and purchased an aggregate of $490,656 of hardware, software and
engineering consulting services from Netzler & Dahlgren.

CUSTOMERS

    A substantial portion of the Company's business in any given year is derived
from a limited number of customers, although the identity of those customers
varies somewhat from year to year. For the fiscal year ended November 30, 1998,
orders from the three largest customers accounted for 12.2%, 12.0% and 11.4% of
the Company's net revenues. For fiscal 1997, orders from the three largest
customers accounted for 15.0%, 14.5% and 8.8% of the Company's net revenues. For
fiscal 1996, orders from the three largest customers accounted for 10.8%, 8.7%
and 7.7% of the Company's net revenues.

    End users of the Company's products and services are reached generally by
the Company's sales to system suppliers and OEMs.


    The Company sold products to 20 system supplier and OEM customers in 1998
that acquire the Company's products under various types of agreements. Depending
on the terms of such agreements, the system supplier can

                                       5
<PAGE>

obtain hardware, software and access the Company's specific AGV system know-how.

    AGV system products and services sold to system suppliers, OEMs and Netzler
& Dahlgren as a group accounted for approximately 57%, 76% and 75% of the
Company's net revenues in the fiscal years ended November 30, 1998, 1997 and
1996, respectively. For the fiscal year ended November 30, 1998, such customers
accounted for approximately $2.3 million in net revenues.

    The Company also sold in 1998 its AGV system products and services directly
to end users to incorporate such components and equipment into AGV systems
suitable for their particular needs. These end users often are major
manufacturing concerns experienced in the application of sophisticated material
handling systems for in-house use. System sales to end users have historically
occurred in situations in which no suitable OEM supplier can be identified for
certain end users or when the Company desires to maintain its application
know-how by dealing directly with such end users. AGV system products and
services sold directly to end users accounted for approximately 43%, 24% and 22%
of the Company's net revenues in the fiscal years ended November 30, 1998, 1997
and 1996, respectively.

MARKETING

    The Company's marketing strategy is to promote the advantages of its AGV
control technology to the whole market, particularly the Lazerway(TM) system.
The technology consists of a family of products, both hardware and software,
capable of being incorporated into a broad variety of systems while preserving
the identity and independence of the system supplier. The Company sales and
distribution efforts are directed toward its OEM customers and system suppliers.
To increase demand for the products and services of the AGV suppliers, the
Company's current marketing program targets North American end users. In its
approach to certain prospective customers, the Company will suggest a teamed
technology arrangement. In such an arrangement, the Company will work with its
OEM customer to integrate the Company's products and services with their
equipment. The goal is to fashion a material movement system that will satisfy
the end user's particular needs. Such technology once installed can be
maintained by factory floor technicians. This approach has been used in more
than 1000 AGV systems with over 7,000 vehicles (composed of as few as one
vehicle and as many as 50 vehicles).

    The Company's marketing program is led by its President, and implemented by
its Marketing Manager and Sales Group, who are responsible for developing
relationships with system suppliers, OEMs, distributors and manufacturers'
representatives. The Company attends the major trade shows held by the materials
handling industry and advertises in various industry publications.

    Although the Company actively markets all of its products and services, a
substantial part of its business is unsolicited. For example, a potential end
user of the Company's products might solicit requests for proposals from more
than one system supplier. A system supplier will incorporate the features of the
Company's products and services in the technical specifications of its bid, in
which case the pricing of its bid would reflect the cost of such products and
services. It is not unusual for several system suppliers or OEMs to incorporate
features of the Company's products and services into their bids, thus enhancing
the likelihood that such products and services will be included in the AGV
system finally selected by the end user. The bidding process takes, on the
average, three months to one year for completion. The design, manufacture and
installation of AGV systems utilizing the Company's products and services
require an additional six to twelve months.

                                       6
<PAGE>

BACKLOG

     Backlog consists of all amounts contracted to be paid by customers but not
yet recognized as net revenues by the Company. At November 30, 1998, the Company
had a backlog of approximately $780,000 compared to $415,000 total backlog one
year earlier. Substantial fluctuations in backlog are considered normal due to
the size of AGV system contracts. Substantial fluctuations in the industry
makeup of the Company's backlog also are considered normal.

PATENTS AND PROPRIETARY INFORMATION

    The Company has obtained marketing and manufacturing rights to control
technology, components, equipment and know-how developed by Netzler & Dahlgren,
and the Company is not permitted to apply for any patent thereon. Product
developments sponsored and funded by the Company are the property of the Company
and may be patented by the Company. The Company owns and licenses various
patents and trademarks with varying expiration dates.

    Management believes that the Company's strong ability to modify and adapt
its products to changing applications is just as significant to the maintenance
of its competitive position as is the protection afforded by its own patents and
trademarks.

RESEARCH AND DEVELOPMENT

    The Company's research and development activities are designed to complement
existing products and services and not to innovate radically different
technologies. Management relies upon Netzler & Dahlgren to innovate technology
to which the Company is entitled according to the terms of the Master License
Agreement.

    The Company expensed $0 in fiscal 1998, $0 in fiscal 1997, and $3,942 in
fiscal 1996 for research and development, all relative to AGV systems.

INVENTORY

    The Company purchases considerable amounts of hardware and software from
Netzler & Dahlgren. The lead time required for such purchases averages
approximately sixteen weeks. Other manufactured products inventoried by the
Company require similar lead times. Due to the long lead times required, a
general increase in the volume of business can cause increases in inventory
levels.

                                       7
<PAGE>



COMPETITION

    The material handling industry is highly competitive, and technologies are
being continuously developed or improved. The Company is a supplier in North
America of AGV system control technology, products and services designed to be
incorporated into vehicles manufactured by others. Management believes that the
flexibility and functionality of its controls and technology offer a competitive
advantage relative to the technology of system suppliers and OEMs that produce
controls and vehicles only for use in their own AGV systems. There can be no
assurance that this competitive advantage will continue.

    While the Company endeavors continually to improve and upgrade its product
and service offerings, there can be no assurance that other firms having greater
financial resources for research, development and marketing will not develop
products with characteristics superior to the Company's products or that render
the Company's products obsolete.

    In summary, competition is derived much less from non-OEM companies
supplying AGV control technology than from OEMs who offer turnkey AGV systems
based on their own proprietary AGVS technology. The Company has yet to convert
such major OEMs from their own AGVS technology to the Company's technology,
thereby limiting the Company's access to such markets served by such OEMs.

    Under the terms of the MLA, nothing prohibits Netzler & Dahlgren's other
licensees who have no agreement with the Company from entering the North
American market to compete with the Company's sub-licensees or to supply
completed AGVs to the Company's sub-licensees. Should such foreign licensees be
successful in North America, the Company's potential revenues may significantly
decrease compared to supplying the North American market through its
sub-licensees. During 1998 the Company noted an increased presence of such
foreign licensees in the North American market compared to prior years.
Management presently believes this trend may continue and without a greater
number of North American sub-licensees such competition from Netzler & Dahlgren
foreign licensees could be a material threat to the Company's current and
potential revenues.

EMPLOYEES

    The Company presently employs 22 persons full-time. None of the Company's
employees is a party to a collective bargaining agreement. The Company considers
its employee relations to be good.

                                       8
<PAGE>


ITEM 2.  PROPERTIES

    The Company owns the premises that it occupies at 3101 Latrobe Drive in
Charlotte. A bank holds a mortgage on the property in an original amount of
$1,387,000, of which $1,042,520 was outstanding at November 30, 1998. The
productive capacity of the building is approximately 13,000 square feet, all of
which is currently utilized for executive offices, engineering, distribution and
administration space.




ITEM 3.  LEGAL PROCEEDINGS

               None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               None.

                                       9
<PAGE>



                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    The Company's Common Stock previously traded on the National Association of
Securities Dealers, Inc. ("NASDAQ") National Market under the symbol "AGVS". The
Company's common stock began trading on the OTC Bulletin Board in November,
1995. As of November 30, 1998, 3,453,451 of the Company's 11,000,000 authorized
shares of Common Stock were issued and outstanding.

    Trading in the Company's securities commenced on March 28, 1990. The table
below indicates quarterly high and low bid and asked information for the years
ended November 30, 1998 and 1997, respectively, as provided to the Company by
NASDAQ and OTC Bulletin Board. The quotations reflect inter-dealer prices,
without dealer mark-up, mark-down, or commission, and may not represent actual
transactions.

    The approximate number of holders of record of common stock of the Company
as of February 17, 1999 was 175. The Company believes that there are
approximately 800 owners of beneficial interest of the Company's common stock.
<TABLE>
<CAPTION>

 
                                         Market Price per Share

                         -------------------------------------------------------
                                     1998                        1997

                         -------------------------------------------------------
                              High           Low          High          Low
Quarter Ended              Bid    Ask    Bid    Ask    Bid    Ask    Bid   Ask
--------------------------------------------------------------------------------

<S>      <C>               <C>   <C>     <C>    <C>   <C>    <C>    <C>   <C>  
February 28                9/32  13/32   5/32   3/16  11/16  13/16  9/32  11/32
May 31                    11/32   7/16   9/32  11/32  13/32  17/32  9/32   3/8
August 31                  .32    7/16   3/16   .24   31/32  1 1/32 5/16   3/8
November 30                .22    .28    .125   .14   13/16  15/16  1/4    3/8
================================================================================
</TABLE>


    The Company has never paid any cash dividends and has no present intention
    to declare or pay cash dividends. The Company intends to retain any earnings
    which it may realize in the foreseeable future to finance the development
    and expansion of its business.

                                       10
<PAGE>


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS

    The information under the captions "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Registrant's Annual Report
to the security holders furnished to the Commission under Rule 14a-3(b) of the
Securities Exchange Act of 1934 (a copy of which is included in the exhibits
hereto) is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS

    The Financial Statements in the Registrant's Annual Report to the security
holders furnished to the Commission under Rule 14a-3(b) of the Securities
Exchange Act of 1934 (a copy of which is included in the exhibits hereto) are
incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURES

    None.

                                   PART III


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
     COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

    The information under the captions "Election of Directors", "Management" and
"Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the
Registrant's definitive Proxy Statement are incorporated herein by reference.

ITEM 10.  EXECUTIVE COMPENSATION

    The information under the captions "Compensation of Directors" and
"Executive Compensation" in the Registrant's definitive Proxy Statement are
incorporated herein by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information set forth under the caption "Security Ownership of
Management and Others" in the Registrant's definitive proxy statement is
incorporated herein by reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information set forth under the captions "Certain Transactions" in the
Registrant's definitive proxy statement is incorporated herein by reference.

                                    PART IV

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

            (a)  Exhibits
            (b)  Reports on Form 8-K

                                       11
<PAGE>




ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
No.         Description
-------     -----------
     (A) Exhibits:

Exhibit No.                                Description

   3.1 (a)*          Certificate of Incorporation of the Company (incorporated
                     by reference to Exhibit  3.1 to the Company's Form 10-K for
                     the fiscal year ended November 30, 1990 (the 1990 Form
                     10-K).
       (b)*          Certificate of Amendment dated May 27, 1993 (incorporated
                     by reference to Exhibit 3.1 to the Company from S-1 dated
                     August 27, 1993).
   3.2 *             Bylaws of the Company (incorporated by reference to Exhibit
                     3.2 to the Company's 1990 Form 10-K).
   4.1 *             Form of Common Stock certificate (incorporated by reference
                     to Exhibit 4.1 to the
                     Company's Registration Statement (No. 33-32925) on Form
                     S-18 (the Form S-18)).
10.1   (a)*          Profit Sharing Plan and Trust Agreement dated April 1,
                     1983, as amended (incorporated by reference to Exhibit 10.1
                     to the Company's 1990 Form 10-K).
       (b)*          Nonstandardized Code 401(k) Profit Sharing Plan
                     (incorporated by reference to Exhibit 10.48 to the
                     Company's 1990 Form 10-K).
       (c)*          Adoption Agreement #004 Nonstandard Code 401(k) Profit
                     Sharing Plan dated October 26, 1992 (incorporated by
                     reference to Exhibit 10.1(b) to the Company's Form 10-K for
                     the fiscal year ended November 30, 1992 (the
                     1992 Form 10-K)).
10.2   (a)*          Master License Agreement dated December 1, 1987 (the Master
                     License Agreement) between Netzler & Dahlgren and the
                     Company (incorporated by reference to Exhibit 10.2 to the
                     Form S-18).
       (b)*          Letter Amendment dated March 28, 1990 between the Company
                     and Netzler&Dahlgren, amending the Master License Agreement
                     (incorporated by reference to Exhibit 10.2(b) to the
                     Company's 1990 Form 10-K).
       (c)*          Amendment to Master License Agreement dated May 31, 1990
                     between the Company and Netzler & Dahlgren, amending the
                     Master License Agreement (incorporated by reference to
                     Exhibit 10.2(c) to the Company's 1990 Form 10-K).
       (d)*          Agreement dated October 18,1993 between the Company and
                     Apogeum AB regarding Conveyance of Laser Know-How and
                     Rights (incorporated by reference to exhibit 10.2(D) 1994
                     form 10KSB).
       (e)*          Restated Master License Agreement dated November 30, 1995
                     between the Company and Netzler and Dahlgren Co. AB
                     (incorporated by reference to exhibit 10.2(e) 1995 form
                     10KSB).
       (f)*          Letter dated September 10, 1997 from Netzler and Dahlgren
                     Co. AB to Company pertaining to direct sales to end users
                     as defined by the Master License Agreement (incorporated by
                     reference to Exhibit 1 of the August 31, 1997 Form 10QSB).
10.3   (a)*          Agreement of Understanding dated January 21, 1990 between
                     the Company, Statec S.A., Angro et El srl., Valtronic
                     Holdings SA, Valtronic France SA, Mr. Dominique Saulnier,
                     personally and on behalf and for the account of Mrs. C.
                     Saulnier, his wife (incorporated by reference to Exhibit
                     10.3(a) to the Company's 1990 Form 10-K).
       (b)*          License Agreement dated April 6, 1987 between Dominique
                     Saulnier and NDC
                     Systems, Inc. (incorporated by reference to Exhibit 10.3(b)
                     to the Form S-18).


                                       12
<PAGE>

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
No.         Description
---         -----------

     (A) Exhibits:

Exhibit No.                                Description

10.3    (c)*          Sole Distributorship Agreement dated January 21, 1990
                      between Statec Technologies, S.A. and NDC Automation, Inc.
                      (incorporated by reference to Exhibit 10.3(c) to the
                      Company's 1990 Form 10-K).

        (d)*          Letter of understanding between the Company and Statec
                      Technologies SA dated February 21, 1996 to reassigning
                      exclusive distribution for North America back to Statec
                      (incorporated by reference to exhibit 10.3(d) 1995 form
                      10KSB).
        (e)*          Termination and Release Agreement  between the Company and
                      Statec Technologies, S.A. effective March 1, 1996
                      (incorporated by  reference to exhibit 2 of the Company's
                      February 29, 1996 10QSB).
        (f)*          Supplemental Agreement between Statec Technologies SA and
                      NDC Automation, Inc. dated march 17, 1997 ( incorporated
                      by reference to exhibit 1 of the Company's February 28,
                      1997 10QSB)
10.4    (a)*          Agreement dated June 20, 1989 between the Company and
                      Schabmuller GmbH
                      (incorporated by reference to Exhibit 10.4 to the Form
                      S-18).
        (b)*          Exclusive Distribution Agreement dated February 9, 1995
                      between the Company and Schabmuller GmbH (incorporated by
                      reference to exhibit 10.4(b) to the Company's 1994 form
                      10-KSB).
        (c)*          Distributorship Agreement dated  February 19, 1998 between
                      the Company and Schabmulerr Gmbh (incorporated by
                      reference to exhibit 10.4(c) 1998 form 10KSB.
10.5    (a)*          Know-How, Firmware and Documentation License Agreement
                      dated November 30,1990 between the Company and Production
                      Machinery Corporation (incorporated by reference to
                      Exhibit 10.8(a) to the Company's Form 10-K for the fiscal
                      year ended November 30, 1991 (the 1991 Form 10-K)).
        (b)*          Technology License Agreement dated January 30, 1998
                      between the Company and Mentor AGVS (incorporated by
                      reference to exhibit 10.5(b) to the Company's 1998 form
                      10-KSB).
10.6    (a)*          Know-How License Agreement dated May 30, 1984 between
                      Netzler and Dahlgren Company Technologies, Inc. and FMC
                      Corporation, MHS Division (incorporated by reference to
                      Exhibit 10.17(a) to the Form S-18).
        (b)*          Requirements Supply Agreement dated May 30, 1984 between
                      Netzler and Dahlgren Company Technologies, Inc. and FMC
                      Corporation, MHS Division (incorporated by reference to
                      Exhibit 10.17(b) to the Form S-18).

                                       13
<PAGE>

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
No.         Description
---         -----------

     (A) Exhibits:

Exhibit No.                                Description

10.6    (c)*         Software License Agreement dated May 30, 1984 between
                     Netzler and Dahlgren Company Technologies, Inc. and FMC
                     Corporation, MHS Division (incorporated by reference to
                     Exhibit 10.17(c) to the Form S-18).
10.7*                Employment Contract between Ralph G. Dollander and the
                     Company. (incorporated by reference to exhibit 10.14, 1995
                     form 10KSB).
10.8    (a)*         NDC Automation, Inc. 1990 Stock Option Plan, as adopted
                     October 10, 1990
                     (incorporated by reference to Exhibit 10.47(a) to the
                     Company's 1990 Form 10-K).
        (b)*         Form of Stock Option Agreement (incorporated by reference
                     to Exhibit 10.47(b) to
                     the Company's 1990 Form 10-K).
10.9    (a)*         Form of Stock Purchase Agreement dated July 1, 1992
                     between the Company and
                     NDC Technologies International, Ltd. (incorporated by
                     reference to Exhibit 10.50
                     to the Company's 1992 Form 10-K).
        (b)*         Agreement to purchase corporate stock of NDC Technologies
                     Australia Pty, Ltd. dated November 30, 1995 between the
                     Company and Tommy Hessler. (incorporated by reference to
                     Exhibit 10.18(b) to the Company's 1995 Form 10-KSB).

        (c)*         Guaranty and Pledge Agreement between Tommy Hessler and the
                     Company dated November 30, 1995. (incorporated by reference
                     to Exhibit 10.18 (c ) to the Company's 1995 Form 10-KSB).
        (d)*         Promissory Note dated November 30, 1995 between the Company
                     and NDC Technology Australia Pty. Ltd. (incorporated by
                     reference to Exhibit 10.18(d) to the Company's 1995 Form
                     10-KSB).
10.10   (a)*         Promissory Note from the Company to First Citizens Bank &
                     Trust Company
                     (incorporated by reference to Exhibit 10.56 to the
                     Company's 1992 Form 10-K).
        (b)*         North Carolina Note Modification Agreement dated May 16,
                     1997 between the Company and First Citizens Bank & Trust
                     Company ( incorporated by reference to exhibit 1 to the
                     Company's May 31, 1997 Form 10QSB).
10.11   (a)*         Commitment letter dated December 18, 1996 for a revolving
                     line of credit of $1,250,000 to be provided by National
                     Canada Business Corp's to the Company.
        (b)*         Inventory and accounts receivable loan and security
                     agreement dated February 28, 1997 between the Company and
                     National Bank of Canada and National Canada Business Corp.
                     (incorporated by reference to report on form 8K dated March
                     11, 1997)
        (c)*         Confirmation letter for extending Line of Credit from
                     National Canada Business Corp. to NDC Automation, Inc.
                     dated April 1, 1998. ( incorporated by reference to exhibit
                     1 to the Company's May 31, 1998 Form 10QSB).
        (d)          First amendment to Inventory and accounts receivable loan
                     and security agreement dated October 27, 1998 between the
                     Company and National Bank of Canada and National Canada
                     Business Corp.
        (e)          First amendment to inventory repurchase agreement dated
                     October 27, 1998 between the Company and National Bank of
                     Canada and National Canada Business Corp. and Netzler &
                     Dahlgren Co AB

                                       14
<PAGE>


ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
No.         Description
---         -----------

     (A) Exhibits:

Exhibit No.                                Description

10.12  (a)*          Reimbursement Agreement between NDC Automation, Inc. and
                     Netzler & Dahlgren Co AB dated June 29, 1998 (incorporated
                     by reference to exhibit 2 to the Company's May 31, 1998
                     Form 10QSB).
       (b)*          Deed of Trust between NDC Automation, Inc. and Netzler &
                     dahlgren Co AB dated June 29, 1998 (incorporated by
                     reference to exhibit 3 to the Company's May 31, 1998 Form
                     10QSB).
       (c)*          Promissory Note between NDC Automation, Inc. and Netzler
                     & Dahlgren Co AB dated June 30, 1998 (incorporated by
                     reference to exhibit 4 to the Company's May 31, 1998 Form
                     10QSB).
10.13  (a)*          Asset Purchase Agreement dated June 22, 1993 between the
                     Company and
                     AutoNavigator AB (ANAB) (incorporated by reference to
                     Exhibit 10.32 (a) to the
                     Company's August 27, 1993 Form S-1).
       (b)*          Agreement relating to Patent Licenses and Other
                     Intellectual Property dated June 22, 1993 between the
                     Company and Kalevi Hyyppa, Slipvagen 13 A, 951 56 Lulea,
                     Sweden (incorporated by reference to Exhibit 10.32 (b) to
                     the Company's August 27, 1993 Form S-1).

       (c)*          Purchase agreement dated November 30, 1995 between the
                     Company and Netzler and Dahlgren Co. AB for NDC Laser AB
                     and all tangible and intangible rights to the techology.
                     (incorporated by reference to exhibit 10.30(c ), 1995 Form
                     10KSB).
       (d)*          Consent of Kalevi Hyypa (the "inventor") for the sale of
                     NDC laser and related assets between the Company and
                     Netzler & Dahlgren Co. AB dated November 24, 1995.
                     (incorporated by reference to exhibit 10.30(d), 1995 Form
                     10KSB).
10.14*               Agreement dated November 30, 1995 between the Company and
                     Netzler and Dahlgren Co. AB for future marketing and
                     support activites (incorporated by reference to exhibit
                     10.37, 1995 Form 10KSB).

10.15*               Agreement for sales representation dated January 30, 1998
                     between the Company and Thrige Electric (incorporated by
                     reference to exhibit 10.18 to the Company's 1998 form
                     10-KSB).
10.16                Representation Agreement dated January 27, 1999 between
                     the Company and Harcon Engineering Inc.
11.1                 Computation of Earnings Per Share for November 30, 1998.
13.                  Company's 1998 Annual Report.
23.3                 Consent of McGladrey & Pullen, LLP to the incorporation by
                     reference in this Form 10-KSB.
27.                  Financial Data Schedule.
99.1*                United States Letters Patent for Optical Navigation System
                     for an Automatic Guided Vehicle, and Method (Patent No.
                     4,626,132; Date of Patent 08/15/89) (incorporated by
                     reference to Exhibit 28.1 to the Form S-18).

                                       15

<PAGE>
ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
No.         Description
-------     -----------
     (A) Exhibits:

Exhibit No.                                Description

99.2*               United States Patent for Method and Apparatus for
                    Providing Destination and Vehicle Function Information to
                    an Automatic Guided Vehicle (Patent No. 4,780,817; Date of
                    Patent 10/25/88) (incorporated by reference to Exhibit
                    28.2 to the Form S-18).
99.3*               United States Patent and Trademark Office Notice of
                    Recordation of Assignment
                    Document for Automatic Guided Vehicle Traffic Control
                    System and Method
                    (Document Date 02/19/88) (incorporated by reference to
                    Exhibit 28.3 to the Form
                    S-18).


99.4*               Canadian Letters Patent for Apparatus and Method for
                    Optical Guidance System
                    for Automatic Guided Vehicle (Patent No. 1,236,132; Date of
                    Patent 05/17/88)
                    (incorporated by reference to Exhibit 28.4 to the Form
                    S-18).
99.5*               United States Letters Patent for Automatically Guided
                    Vehicle Having Steering
                    Mechanism for Enabling Vehicle to Follow Guidance Wire
                    (Patent No. 4,729,449;
                    Date of Patent 03/08/88) (incorporated by reference to
                    Exhibit 28.5 to the Form S-18).
99.6*               United States Letters Patent for Apparatus and Method for
                    Optical Guidance System for Automatic Guided Vehicle 
                    (Patent No. 4,626,995; Date of Patent 12/02/86)
                    (incorporated by reference to Exhibit 28.6 to the
                    Form S-18).
99.7 *              United States Certificate of Registration of Trademark NDC
                    (No. 1,360,353; Date of Registration 09/17/85) (incorporated
                    by reference to Exhibit 28.7 to the Form S-18).
99.8 *              United States Certificate of Registration of Trademark
                    SENS-O-GUIDE (No. 1,360,354; Date of Registration 09/17/85)
                    (incorporated by reference to Exhibit 28.8
                    to the Form S-18).
99.9 *              Canadian Certificate of Registration Trademark MAGIC POINT
                    (No. 331696; Date
                    of Registration 09/04/87) (incorporated by reference to
                    Exhibit 28.9 to the Form S-18).
99.10*              United States Certificate of Registration of Trademark MAGIC
                    POINT (No.
                    1,417,335; Date of Registration 11/18/86) (incorporated by
                    reference to Exhibit 28.10 to the Form S-18).
99.11*              United States Certificate of Registration of Trademark
                    ESCORT (No. 1,468,835;
                    Date of Registration 12/15/87) (incorporated by reference to
                    Exhibit 28.11 to the Form S-18).


o  Certain of the exhibits to this Report, indicated by an asterisk, are hereby
   incorporated by reference to other documents on file with the Commission,
   with which they are filed in fact, to be a part hereof as of their respective
   dates.


(B) Reports on Form 8-K


                                       16
<PAGE>
                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                        NDC AUTOMATION, INC.
                                        Registrant

                                        By:   /s/Ralph Dollander 
                                              -------------------
                                              Ralph Dollander
                                              Ralph G. Dollander
                                              President
                                              Chief Executive Officer, Director

                                        By :  /s/Claude Imbleau
                                              --------------------------------
                                              Claude Imbleau
                                              Claude Imbleau
                                              Vice President Finance
                                              Chief Financial Officer
Date: February 25,1999                        Chief Accounting Officer



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


                                         By:   /s/Goran P.R. Netzler
                                               --------------------------------
                                               Goran P. R. Netzler
                                               Chairman of the Board of
                                               Directors

                                         By:   /s/Ralph G Dollander
                                               --------------------------------
                                               Ralph G. Dollander
                                               President
                                               Chief Executive Officer, Director

                                         By:   /s/Jan H.L. Jutander
                                               --------------------------------
                                               Jan H. L. Jutander
                                               Director


                                         By:   /s/Richard D. Schofield
                                               --------------------------------
                                               Richard D. Schofield
                                               Director

                                         By:   /s/Raymond O. Gibson
                                               --------------------------------
                                               Raymond O. Gibson
                                               Director

Date: February 25, 1999

                                       17