

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-A

                     For Registration of Certain Classes of
              Securities Pursuant to Section 12(b) or 12(g) of the
                         Securities Exchange Act of 1934



                       ADVANCED MACHINE VISION CORPORATION
             (Exact Name of Registrant as Specified in its Charter)




              California                                   33-0256103
(State of Incorporation or Organization)       (IRS Employer Identification No.)

                               2067 Commerce Drive
                              Medford, Oregon 97504
                    (Address of Principal Executive Offices)

                                  541-776-7700
                         (Registrant's Telephone Number)



         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(b) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(c), check the following box. [ ]

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(g) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(d), check the following box. [x]

              Securities to be Registered Pursuant to Section 12(g)
                                  of the Act:

                        Preferred Shares Purchase Rights
                                (Title of Class)

<PAGE>

Item 1.       Description of Registrant's Securities to be Registered.

              On February  17, 1998,  the Board of Directors of Advanced Machine
              Vision  Corporation  (the   "Corporation")   declared  a  dividend
              distribution of one preferred share purchase right (a "Right") for
              each outstanding  share of Class A Common Stock and Class B Common
              Stock,   without  par  value  (the   "Common   Shares"),   of  the
              Corporation. The dividend is payable to the shareholders of record
              on February  27, 1998 (the  "Record  Date"),  and with  respect to
              Common Shares issued  thereafter until the  Distribution  Date (as
              defined  below) and,  in certain  circumstances,  with  respect to
              Common  Stock issued after the  Distribution  Date.  Except as set
              forth below, each Right, when it becomes exercisable, entitles the
              registered   holder  to   purchase   from  the   Corporation   one
              one-hundredth  of  a  share  of  Series  A  Junior   Participating
              Preferred Stock,  without par value (the "Preferred  Shares"),  of
              the  Corporation  at a price  of $15 per  one  one-hundredth  of a
              Preferred Share (the "Purchase Price"), subject to adjustment. The
              description  and  terms of the  Rights  are set  forth in a Rights
              Agreement (the "Rights  Agreement")  between the  Corporation  and
              American  Stock  Transfer & Trust  Company,  as Rights  Agent (the
              "Rights Agent") dated as of February 27, 1998.

              Initially,  the  Rights  will  be  attached  to  all  certificates
              representing Common Shares then outstanding, and no separate Right
              Certificates  will be  distributed.  The Rights will separate from
              the Common Shares upon the earliest to occur of (i) ten days after
              a person or group of affiliated or associated persons has acquired
              beneficial  ownership  of 20% or  more of the  outstanding  Common
              Shares  (except  pursuant to a  Permitted  Offer,  as  hereinafter
              defined);  or (ii) 10  Business  Days (as  defined  in the  Rights
              Agreement)  (or  such  later  date  as the  Board  may  determine)
              following the  commencement of, or announcement of an intention to
              make, a tender offer or exchange offer the  consummation  of which
              would result in a person or group becoming an Acquiring Person (as
              hereinafter  defined) (the earliest of such dates being called the
              "Distribution  Date").  A person  or group  whose  acquisition  of
              Common  Shares causes a  Distribution  Date pursuant to clause (i)
              above is an  "Acquiring  Person."  The date that a person or group
              becomes an Acquiring Person is the "Shares Acquisition Date."

              The Rights Agreement  provides that, until the Distribution  Date,
              the Rights  will be  transferred  solely  with the Common  Shares.
              Until the Distribution  Date (or earlier  redemption or expiration
              of the  Rights),  new Common Share  certificates  issued after the
              Record Date upon  transfer or new  issuances of Common Shares will
              contain  a  notation   incorporating   the  Rights   Agreement  by
              reference.  Until the Distribution Date (or earlier  redemption or
              expiration  of the  Rights),  the  surrender  for  transfer of any
              certificates for Common Shares  outstanding as of the Record Date,
              even if such  notation or a copy of this  Summary of Rights is not
              attached thereto,  will also constitute the transfer of the Rights
              associated with the Common Shares represented by such certificate.
              As soon as practicable  following the Distribution Date,  separate
              certificates  evidencing the Rights ("Right Certificates") will be
              mailed to holders  of record of the Common  Shares as of the close
              of business on the  Distribution  Date (and to each initial record
              holder of certain  Common  Shares  issued  after the  Distribution
              Date),  and such separate Right  Certificates  alone will evidence
              the Rights.

              The Rights are not  exercisable  until the  Distribution  Date and
              will expire at the close of business on February 26, 2008,  unless
              earlier redeemed by the Corporation as described below.

              In the event that any person  becomes an Acquiring  Person (except
              pursuant  to  a  tender  or  exchange   offer  which  is  for  all
              outstanding Common Shares at a price and on terms which a majority
              of members of the Board of Directors (who are not also officers of
              the  Corporation or an Acquiring  Person or affiliate or associate
              thereof)  determines  to be adequate and in the best  interests of
              the  Corporation and its  shareholders,  other than such Acquiring
              Person, its affiliates and associates (a "Permitted Offer"),  each
              holder of a Right will  thereafter  have the right  (the  "Flip-In
              Right") to receive upon  exercise the number of Common Shares (or,
              in  certain  circumstances,  one  one-hundredths  of  a  share  of
              Preferred Shares or other securities of the Corporation)  having a
              market value  (immediately  before such triggering event) equal to
              two times the  exercise  price of the  Right.  At such  time,  all
              Rights that are beneficially  owned by the Acquiring Person or any
              affiliate, associate or transferee thereof will be null and void.

              In the event that, at any time  following  the Shares  Acquisition
              Date,  (i) the  Corporation  is  acquired  in a  merger  or  other
              business  combination  transaction  in which the holders of all of
              the outstanding  Common Shares immediately before the consummation
              of the  transaction  are not the  holders of all of the  surviving
              corporation's   voting  power,  or  (ii)  more  than  50%  of  the
              Corporation's assets or earning power are sold or transferred,  in
              either case with or to an  Acquiring  Person or any  affiliate  or
              associate  or any other  person in which  such  Acquiring  Person,
              affiliate  or  associate  has an interest or any person  acting on
              behalf of or in concert with such Acquiring  Person,  affiliate or
              associate, or, if in such transaction all holders of Common Shares
              are not treated alike,  then each holder of a Right (except Rights
              which  previously  have  been  voided as set  forth  above)  shall
              thereafter have the right (the "Flip-Over Right") to receive, upon
              exercise,  common shares of the acquiring  company  having a value
              equal to two times the exercise price of the Right.  The holder of
              a Right  will  continue  to have the  Flip-Over  Right only to the
              extent that the Flip-In Right has not previously been exercised.

              The Purchase  Price  payable and the number of  Preferred  Shares,
              Common  Shares or other  securities  issuable upon exercise of the
              Rights  are  subject  to  adjustment  from time to time to prevent
              dilution  (i)  in  the  event  of  a  stock   dividend  on,  or  a
              subdivision,  combination  or  reclassification  of the  Preferred
              Shares,  (ii) upon the grant to holders of the Preferred Shares of
              certain rights or warrants to subscribe for or purchase  Preferred
              Shares at a price (or  conversion  price as the case may be), less
              than the then  current  market  price of the  Preferred  Shares or
              (iii) upon the  distribution to holders of the Preferred Shares of
              evidences of indebtedness or assets  (excluding  regular quarterly
              cash dividends) or of subscription  rights or warrants (other than
              those referred to above).

              The   number  of   outstanding   Rights  and  the  number  of  one
              one-hundredths of a Preferred Share issuable upon exercise of each
              Right are also subject to adjustment in the event of a stock split
              of the Common  Shares or a stock  dividend  on the  Common  Shares
              payable  in  Common  Shares  or  subdivisions,  consolidations  or
              combinations  of the Common  Shares  occurring,  in any such case,
              before the Distribution Date.

              Preferred Shares  purchasable upon exercise of the Rights will not
              be redeemable.  Each Preferred Share will be entitled to a minimum
              preferential quarterly dividend payment of $1.00 per share but, if
              greater,  will be entitled to an  aggregate  dividend per share of
              100 times the dividend  declared per Common Share. In the event of
              liquidation,  the holders of the Preferred Shares will be entitled
              to a minimum  preferential  liquidation payment of $100 per share;
              thereafter,  and after the holders of the Common Shares  receive a
              liquidation  payment  of  $1.00  per  share,  the  holders  of the
              Preferred  Shares and the holders of the Common  Shares will share
              the remaining assets in the ratio of 1 to 1 (as adjusted) for each
              Preferred Share and Common Share so held,  respectively.  Finally,
              in the event of any merger,  consolidation or other transaction in
              which Common Shares are exchanged,  each  Preferred  Share will be
              entitled  to  receive  100 times the  amount  received  per Common
              Share.  These  rights  are  protected  by  customary  antidilution
              provisions.  In the event that the  amount of  accrued  and unpaid
              dividends  on the  Preferred  Shares  is  equivalent  to six  full
              quarterly  dividends  or more  (whether or not  consecutive),  the
              holders of the Preferred Shares shall have the right,  voting as a
              class,  to elect two directors  until all cumulative  dividends on
              the  Preferred  Shares have been paid  through the last  quarterly
              dividend payment date or until non-cumulative  dividends have been
              paid regularly for at least one year.

              With certain exceptions,  no adjustment to the Purchase Price will
              be required until cumulative  adjustments require an adjustment of
              at least 1% in such Purchase Price. No fractional Preferred Shares
              will be issued (other than fractions  which are one  one-hundredth
              or integral  multiples of one  one-hundredth of a Preferred Share,
              which may, at the  election of the  Corporation,  be  evidenced by
              depository  receipts) and in lieu thereof,  a payment in cash will
              be made based on the market price of the  Preferred  Shares on the
              last Trading Day (as defined in the Rights  Agreement)  before the
              date of exercise.

              At any time before the  earlier to occur of (i) a person  becoming
              an Acquiring  Person,  (ii) the expiration of the Rights, or (iii)
              in certain  circumstances,  after the Shares Acquisition Date, the
              Corporation  may redeem all but not less than all of the Rights at
              a price  of  $.0001  per  Right  (the  "Redemption  Price")  which
              redemption  shall be  effective  upon the  action  of the Board of
              Directors.

              All of the  provisions  of the Rights  Agreement may be amended by
              the Board of Directors of the Corporation  before the Distribution
              Date.  After the  Distribution  Date, the provisions of the Rights
              Agreement  may be  amended  by the  Board  in  order  to cure  any
              ambiguity,  defect or inconsistency,  to make changes which do not
              adversely affect the interests of holders of Rights (excluding the
              interests  of  any  Acquiring  Person),  or,  subject  to  certain
              limitations,  to shorten or  lengthen  any time  period  under the
              Rights Agreement.

              The  Rights  Agreement  is  attached  hereto  as  an  exhibit  and
              incorporated herein by reference. The foregoing description of the
              Rights is qualified by reference to such exhibit.

Item 2.       Exhibits.

              3.1     Restated Articles of Incorporation of the Corporation as
                      amended to date. (1)

              3.2     Restated and Amended By-Laws of the Corporation. (2)

              4.0     Rights Agreement dated February 27, 1998 between the
                      Corporation and American Stock Transfer and Trust Company.

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

     (1)  Previously filed with the SEC on May 14, 1997 as an exhibit to the
          Corporation's Form 10-Q for the quarter ended March 31, 1997.

     (2)  Previously filed with the SEC as an exhibit to Form S-3 (File No.
          333-10847).


                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned hereunto duly authorized.

                       ADVANCED MACHINE VISION CORPORATION




Date:  February 27, 1998                  By:  /s/ Alan R. Steel
                                             ----------------------
                                               Vice President, Finance and
                                               Chief Financial Officer

