As filed with the Securities and Exchange Commission on December 15, 1997
                              Registration No. 33-
================================================================================
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ADVANCED MACHINE VISION CORPORATION
             (Exact name of registrant as specified in its charter)


         California           2067 Commerce Drive             33-0256103   
     (State  or  other         Medford, OR 97504           (I.R.S. Employer
      jurisdiction of      (Address of Registrant's       Identification No.)
      incorporation or     principal executive offices)
        organization)


                         ______________________________


     ADVANCED MACHINE VISION CORPORATION 1997 NONQUALIFIED STOCK OPTION PLAN
                              (Full title of plan)

                         ______________________________


                                  Alan R. Steel
                               2067 Commerce Drive
                              Medford, Oregon 97504
                               Tel. (541) 776-7700
                               Fax. (541) 779-6838
                      (Name, address and telephone number,
                   including area code, of agent for service)

                         ______________________________

                                    Copy to:
                             Yvonne E. Chester, Esq.
                      Troy & Gould Professional Corporation
                       1801 Century Park East, 16th Floor
                       Los Angeles, California 90067-2367
                               Tel. (310) 553-4441
                               Fax. (310) 201-4746

                         ______________________________




                         CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
<S>                   <C>             <C>                 <C>                   <C>
-----------------------------------------------------------------------------------------------
                      |               | Proposed maximum  |  Proposed maximum   |  Amount of  |
 Title of securities  | Amount to be  |  offering price   | aggregate offering  | registration|
  to be registered    |  registered*  |   per share**     |       price**       |     fee     |
----------------------|---------------|-------------------|---------------------|-------------|
                      |               |                   |                     |             |
Class A Common Stock  |   500,000     |     $2.0625       |    $1,031,250       |   $312.50   |
===============================================================================================
</TABLE>

*    Plus,  in  accordance  with Rule 416 of the General  Rules and  Regulations
     under the Securities Act of 1933 (the "General  Rules"),  such  determinate
     number of additional  shares of Class A Common Stock as may become issuable
     pursuant  to  antidilution   provisions  of  the  Advanced  Machine  Vision
     Corporation 1997  Nonqualified  Stock Option Plan (the "Plan") or resulting
     from stock splits.

**   Estimated  solely  for  the  purpose  of  determining  the  amount  of  the
     registration  fee and,  pursuant to Rules  457(c) and 457(h) of the General
     Rules,  based upon the  average of the  closing  bid and asked price of the
     Class A Common Stock as reported in the Nasdaq Stock Market on December 11,
     1997.  These shares of Class A Common Stock  represent the shares  issuable
     with respect to options that may be granted under the Plan.

--------------------------------------------------------------------------------
================================================================================
================================================================================
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

         *  Information  required by Part I to be contained in the Section 10(a)
            prospectus  is  omitted  from  the  Registration  Statement  in
            accordance with Rule 428 under the Securities Act of 1933 and the
            Note to Part I of Form S-8.

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference
-------------------------------------------------  
         The following  documents filed by Advanced Machine Vision  Corporation 
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
are incorporated by reference herein:

         (i) The  Company's annual report on Form 10-K for the fiscal year ended
December 31, 1996 (Commission File No. 0-20097);

         (ii) The Company's quarterly report on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;

         (iii) The description of the Company's Class A Common Stock contained
in the Company's Registration Statement (the "1996 Registration Statement") on
Form S-3 (Reg. No. 333-10847) filed with the Commission on August 26, 1996 under
the Securities Act of 1933, as amended, and any other amendment or report
(including Forms 8-K) subsequently filed by the Company

     In addition, any document filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended,  subsequent  to  the  date  hereof,  but  prior  to  the  filing  of  a
post-effective amendment to this Registration Statement which indicates that all
shares  of Class A Common  Stock  registered  hereunder  have  been sold or that
deregisters all such shares of Class A Common Stock then remaining unsold,  will
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 4.   Description of Securities
-----------------------------------
          Not applicable.

Item 5.   Interest of Named Experts and Counsel
-----------------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers
---------------------------------------------------
          The Articles of  Incorporation  and the By-Laws of the Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by General  Corporation  Law of the State of California,  the state of
incorporation of the Company.

          The foregoing indemnification provisions are broad enough to encompass
certain  liabilities  of  directors  and  officers  of  the  Company  under  the
Securities Act of 1933.

Item 7.   Exemption from Registration Claimed
---------------------------------------------
          Not applicable.

Item 8.   Exhibits
------------------

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

    4     Advanced Machine Vision Corporation 1997 Nonqualified
          Stock Option Plan

  5.1     Opinion of Troy & Gould Professional Corporation

 23.1     Consent of Price Waterhouse LLP

 23.2     Consent of Troy & Gould Professional Corporation
          (included as part of Exhibit 5.1)

 23.2     Power of Attorney (contained in Part II)


Item 9.   Undertakings
----------------------
          The Company hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in the Registration Statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of  the  securities  being  registered  hereunder  which  remain  unsold  at the
termination of the offering.

     The undersigned  Company hereby undertakes that for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission,  such  indemnification is against
public  policy as expressed  in the  Securities  Act of 1933 and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the city of Medford, Oregon on December 10, 1997.

                                       ADVANCED MACHINE VISION CORPORATION


                                       By:  /s/ William J. Young
                                       -----------------------------------
                                           William J. Young
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  William J. Young and Alan R. Steel, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant, in the capacities and on the dates indicated.

       Signature                      Title                          Date
-------------------------    -----------------------------     -----------------

 /s/ William J. Young        Chief Executive Officer           December 10, 1997
-------------------------    (Principal Executive Officer),
     William J. Young        President and Chairman of the
                             Board


 /s/ Alan R. Steel           Chief Financial Officer           December 10, 1997
-------------------------    (Princial Financial and
     Alan R. Steel           Accounting Officer


 /s/ Haig Bagerdjian         Director                          December 9, 1997
-------------------------
 Haig Bagerdjian


 /s/ Vikram Dutt             Director                          December 9, 1997
-------------------------
     Vikram Dutt


 /s/ James Ewan              Director                          December 9, 1997
-------------------------
     James Ewan


-------------------------    Director                          -----------------
     Robert Loeffler


 /s/ Jack Nelson             Director                          December 10, 1997
-------------------------
     Jack Nelson


 /s/ Rodger A. Van Voorhis   Director                          December 11, 1997
--------------------------
     Rodger A. Van Voorhis

<PAGE>


                                  EXHIBIT INDEX


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

    4     Advanced Machine Vision Corporation 1997 Nonqualified
          Stock Option Plan

  5.1     Opinion of Troy & Gould Professional Corporation

 23.1     Consent of Price Waterhouse LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 15342}]
{"company-data": {"conformed-name": "ADVANCED MACHINE VISION CORP", "cik": "0000795445", "assigned-sic": "3823", "irs-number": "330256103", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42329", "film-number": "97738922"}, "business-address": {"street1": "2067 COMMERCE DR", "city": "MEDFORD", "state": "OR", "zip": "97504", "phone": "5417767700"}, "mail-address": {"street1": "2067 COMMERCE DR", "city": "MEDFORD", "state": "OR", "zip": "97504"}, "former-company": [{"former-conformed-name": "ARC CAPITAL", "date-changed": "19951222"}, {"former-conformed-name": "APPLIED LASER SYSTEMS /CA", "date-changed": "19930825"}]}
As filed with the Securities and Exchange Commission on December 15, 1997
                              Registration No. 33-
================================================================================
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ADVANCED MACHINE VISION CORPORATION
             (Exact name of registrant as specified in its charter)

         California           2067 Commerce Drive             33-0256103   
     (State  or  other         Medford, OR 97504           (I.R.S. Employer
      jurisdiction of      (Address of Registrant's       Identification No.)
      incorporation or     principal executive offices)
        organization)

                         ______________________________

     ADVANCED MACHINE VISION CORPORATION 1997 NONQUALIFIED STOCK OPTION PLAN
                              (Full title of plan)

                         ______________________________

                                  Alan R. Steel
                               2067 Commerce Drive
                              Medford, Oregon 97504
                               Tel. (541) 776-7700
                               Fax. (541) 779-6838
                      (Name, address and telephone number,
                   including area code, of agent for service)

                         ______________________________

                                    Copy to:
                             Yvonne E. Chester, Esq.
                      Troy & Gould Professional Corporation
                       1801 Century Park East, 16th Floor
                       Los Angeles, California 90067-2367
                               Tel. (310) 553-4441
                               Fax. (310) 201-4746

                         ______________________________

                         CALCULATION OF REGISTRATION FEE
================================================================================
-----------------------------------------------------------------------------------------------
                      |               | Proposed maximum  |  Proposed maximum   |  Amount of  |
 Title of securities  | Amount to be  |  offering price   | aggregate offering  | registration|
  to be registered    |  registered*  |   per share**     |       price**       |     fee     |
----------------------|---------------|-------------------|---------------------|-------------|
                      |               |                   |                     |             |
Class A Common Stock  |   500,000     |     $2.0625       |    $1,031,250       |   $312.50   |
===============================================================================================
*    Plus,  in  accordance  with Rule 416 of the General  Rules and  Regulations
     under the Securities Act of 1933 (the "General  Rules"),  such  determinate
     number of additional  shares of Class A Common Stock as may become issuable
     pursuant  to  antidilution   provisions  of  the  Advanced  Machine  Vision
     Corporation 1997  Nonqualified  Stock Option Plan (the "Plan") or resulting
     from stock splits.

**   Estimated  solely  for  the  purpose  of  determining  the  amount  of  the
     registration  fee and,  pursuant to Rules  457(c) and 457(h) of the General
     Rules,  based upon the  average of the  closing  bid and asked price of the
     Class A Common Stock as reported in the Nasdaq Stock Market on December 11,
     1997.  These shares of Class A Common Stock  represent the shares  issuable
     with respect to options that may be granted under the Plan.

--------------------------------------------------------------------------------
================================================================================
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Plan Annual Information*

         *  Information  required by Part I to be contained in the Section 10(a)
            prospectus  is  omitted  from  the  Registration  Statement  in
            accordance with Rule 428 under the Securities Act of 1933 and the
            Note to Part I of Form S-8.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference
-------------------------------------------------  
         The following  documents filed by Advanced Machine Vision  Corporation 
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
are incorporated by reference herein:

         (i) The  Company's annual report on Form 10-K for the fiscal year ended
December 31, 1996 (Commission File No. 0-20097);

         (ii) The Company's quarterly report on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;

         (iii) The description of the Company's Class A Common Stock contained
in the Company's Registration Statement (the "1996 Registration Statement") on
Form S-3 (Reg. No. 333-10847) filed with the Commission on August 26, 1996 under
the Securities Act of 1933, as amended, and any other amendment or report
(including Forms 8-K) subsequently filed by the Company

     In addition, any document filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended,  subsequent  to  the  date  hereof,  but  prior  to  the  filing  of  a
post-effective amendment to this Registration Statement which indicates that all
shares  of Class A Common  Stock  registered  hereunder  have  been sold or that
deregisters all such shares of Class A Common Stock then remaining unsold,  will
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of filing of such documents.

Item 4.   Description of Securities
-----------------------------------
          Not applicable.

Item 5.   Interest of Named Experts and Counsel
-----------------------------------------------
          Not applicable.

Item 6.   Indemnification of Directors and Officers
---------------------------------------------------
          The Articles of  Incorporation  and the By-Laws of the Company provide
for  the  indemnification  of  directors  and  officers  to the  fullest  extent
permitted by General  Corporation  Law of the State of California,  the state of
incorporation of the Company.

          The foregoing indemnification provisions are broad enough to encompass
certain  liabilities  of  directors  and  officers  of  the  Company  under  the
Securities Act of 1933.

Item 7.   Exemption from Registration Claimed
---------------------------------------------
          Not applicable.

Item 8.   Exhibits
------------------

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

    4     Advanced Machine Vision Corporation 1997 Nonqualified
          Stock Option Plan

  5.1     Opinion of Troy & Gould Professional Corporation

 23.1     Consent of Price Waterhouse LLP

 23.2     Consent of Troy & Gould Professional Corporation
          (included as part of Exhibit 5.1)

 23.2     Power of Attorney (contained in Part II)

Item 9.   Undertakings
----------------------
          The Company hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in the Registration Statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Company  pursuant  to  Section  13 or  Section  15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of  the  securities  being  registered  hereunder  which  remain  unsold  at the
termination of the offering.

     The undersigned  Company hereby undertakes that for purposes of determining
any liability  under the  Securities  Act of 1933,  each filing of the Company's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission,  such  indemnification is against
public  policy as expressed  in the  Securities  Act of 1933 and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the city of Medford, Oregon on December 10, 1997.

                                       ADVANCED MACHINE VISION CORPORATION

                                       By:  /s/ William J. Young
                                       -----------------------------------
                                           William J. Young
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  William J. Young and Alan R. Steel, and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant, in the capacities and on the dates indicated.

       Signature                      Title                          Date
-------------------------    -----------------------------     -----------------

 /s/ William J. Young        Chief Executive Officer           December 10, 1997
-------------------------    (Principal Executive Officer),
     William J. Young        President and Chairman of the
                             Board

 /s/ Alan R. Steel           Chief Financial Officer           December 10, 1997
-------------------------    (Princial Financial and
     Alan R. Steel           Accounting Officer

 /s/ Haig Bagerdjian         Director                          December 9, 1997
-------------------------
 Haig Bagerdjian

 /s/ Vikram Dutt             Director                          December 9, 1997
-------------------------
     Vikram Dutt

 /s/ James Ewan              Director                          December 9, 1997
-------------------------
     James Ewan

-------------------------    Director                          -----------------
     Robert Loeffler

 /s/ Jack Nelson             Director                          December 10, 1997
-------------------------
     Jack Nelson

 /s/ Rodger A. Van Voorhis   Director                          December 11, 1997
--------------------------
     Rodger A. Van Voorhis
EXHIBIT INDEX

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

    4     Advanced Machine Vision Corporation 1997 Nonqualified
          Stock Option Plan

  5.1     Opinion of Troy & Gould Professional Corporation

 23.1     Consent of Price Waterhouse LLP