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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------
FORM 10-K/A
AMENDMENT NO. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the year ending December 31, 1999.
OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 0-21918

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FLIR Systems, Inc.
(Exact name of Registrant as specified in its charter)

Oregon 93-0708501
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

16505 S.W. 72nd Avenue, Portland, Oregon 97224
(Address of principal executive offices)

(503) 684-3731
(Registrant's telephone number, including area code)

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

None

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

Title of each class of Stock

Common Stock, $0.01 par value
Preferred Stock Purchase Rights

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

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein,
and will not 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-K or amendment to this Form 10-K. [_]

As of March 31, 2000, the aggregate market value of the shares of voting
stock of the Registrant held by non-affiliates was $132,566,943.

As of March 31, 2000, there were 14,429,055 shares of the Registrant's
common stock, $0.01, par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

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This Amendment amends and restates Items 10, 11, 12 and 13 of Part III and
Item 14 of Part IV of FLIR Systems Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1999. The complete text of each Item as amended and
restated is set forth below.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Name Age Position
---- --- --------

Robert P. Daltry......... 55 Chairman of the Board of Directors
J. Kenneth Stringer III.. 46 President, Chief Executive Officer and
Director
Arne Almerfors........... 54 Executive Vice President
Stephen M. Bailey........ 51 Senior Vice President, Finance and Chief
Financial Officer
James A. Fitzhenry....... 44 Senior Vice President, General Counsel and
Secretary
William N. Martin........ 43 Senior Vice President, Sales
William A. Sundermeier... 35 Senior Vice President, Product Strategy
Andrew C. Teich.......... 38 Senior Vice President, Marketing
Jay S. Teich............. 45 Senior Vice President, Boston Operations
John C. Hart............. 66 Director
Earl R. Lewis............ 55 Director
Ronald L. Turner......... 53 Director
W. Allen Reed............ 52 Director
Steven E. Wynne.......... 47 Director

Robert P. Daltry. Mr. Daltry joined the Company in 1987 as President and
Chief Executive Officer and a member of the Board of Directors. He was elected
Chairman of the Board of Directors in April 1993. He served as Chief Executive
Officer until December 1998. From 1984 to 1987, Mr. Daltry was employed by
Lear Siegler, Inc., an aerospace company, where he served as Vice President of
Marketing for the Instrument and Avionics Systems Division. From 1981 to 1984,
Mr. Daltry served as Regional Manager for Singer-Kearfott, an aerospace
company. Mr. Daltry holds a B.A. in Accounting from Grove City College.

J. Kenneth Stringer III. Mr. Stringer joined the Company in 1984 as Vice
President of Finance and Chief Financial Officer and was appointed Executive
Vice President in 1990. Mr. Stringer was elected to the Board of Directors in
April 1993. In April 1995, Mr. Stringer was appointed President and Chief
Operating Officer. In December 1998, Mr. Stringer was appointed Chief Executive
Officer. Prior to joining the Company, Mr. Stringer spent six years with Evans
Products Company, Portland, Oregon, as Director of Financial Reporting. He
started his career with Touche Ross and Company (which subsequently became
Deloitte & Touche). Mr. Stringer received his B.S. degree from the University
of Oregon.

Arne Almerfors. Mr. Almerfors joined FLIR in December 1997 in connection
with FLIR's acquisition of AGEMA, and currently serves as Executive Vice
President. From 1995 to 1997, Mr. Almerfors was President and Chief Executive
Officer AGEMA. He also served as President and Chief Executive Officer of CE
Johansson AB, a manufacturer of coordinate measuring devices, from 1989 to
1995. Mr. Almerfors received his B.S. and MBA from the University of Stockholm.
Mr. Almerfors received a Masters in Political Science in addition to post-
graduate courses in corporate finance and accounting from the University of
Stockholm.

Stephen M. Bailey. Mr. Bailey joined FLIR in April 2000 as Senior Vice
President, Finance and Chief Financial Officer. Since 1989, Mr. Bailey has
served as Vice President and Chief Financial Officer of Bauce

Communications, Inc., President of Pro Golf of Portland, Inc., and Chief
Financial Officer and Chief Operating Officer of Desk2Web Technologies, Inc.
From 1975 to 1988, Mr. Bailey served in various senior executive positions with
Amfac, Inc., including Senior Vice President and Controller of Amfac Foods,
Inc., President of Amfact Supply Company and as Senior Vice President and
Controller of Amfac, Inc. A CPA, Mr. Bailey also worked at Touch Ross & CO.
(which subsequently became Deloitte & Touche) from 1970 to 1975. Mr. Bailey
received his B.S. degree from Oregon State University and is a graduate of the
Wharton Executive Management Program.

James A. Fitzhenry. Mr. Fitzhenry joined FLIR in 1993 as Corporate Counsel
and Director of Administration, and was appointed Senior Vice President,
General Counsel and Secretary in 1995. From 1990 to 1993, Mr. Fitzhenry served
in the White House during the Bush Administration in the Office of Policy
Development and the Office of Cabinet Affairs. Previously, he served as legal
counsel and legislative director to Senator Mark O. Hatfield (R-Ore.) and
practiced law in Portland, Oregon. Mr. Fitzhenry received his B.A. from the
University of Oregon and received his J.D. and MBA degrees from Willamette
University.

William N. Martin. Mr. Martin joined FLIR in 1994 as Director of Sales and
was appointed Senior Vice President, Sales in 1995. Prior to joining FLIR, Mr.
Martin was employed by AGEMA Infrared Systems, Inc., where he initially served
as Western Regional Sales Manager and then National Sales Manager. Prior to
joining AGEMA, Mr. Martin served as Regional Manager for Hughes Aircraft
Company. Mr. Martin who is an instrument multi-engine commercial pilot,
attended Wichita State University, majoring in speech and communications.

William A. Sundermeier. Mr. Sundermeier joined FLIR in 1994 as Product
Marketing Manager and was appointed Director of Product Marketing in 1995. Mr.
Sundermeier currently serves as the Senior Vice President of Product Marketing.
Prior to joining FLIR, Mr. Sundermeier was a founder of Quality Check Software,
Inc. (QCS) in 1993. From 1985 to 1993, Mr. Sundermeier served as Product Line
Manager at Cadre Technologies, Inc. Mr. Sundermeier also served as
Software/Hardware Engineer at Tektronix, Inc. from 1980 to 1985. Mr.
Sundermeier received his B.S. in Computer Science from Oregon State University.

Andrew C. Teich. Mr. Teich joined FLIR in March 1999 as Senior Vice
President of Marketing. From 1996, Mr. Teich served as Vice President of Sales
and Marketing at Inframetrics, Inc. Inframetrics was acquired by FLIR in March
1999. From 1984 to 1996, Mr. Teich served in the capacities of Sales Engineer,
Western Regional Sales Manager, International Sales Manager and Vice President
of Sales at Inframetrics. He holds an A.S. degree in Industrial Design from the
University of Bridgeport and received his B.S. in Marketing from Arizona State
University.

Jay S. Teich. Mr. Teich joined FLIR in March 1999 as Senior Vice President
of Boston Operations. From 1991 to 1999, Mr. Teich was Vice President and later
President of Inframetrics, Inc. Inframetrics was acquired by FLIR in March
1999. Mr. Teich joined Inframetrics in 1981 as an engineering manager. He
received his BSEE from Lehigh University and is an M.I.T. graduate in
Engineering and Mathematics.

John C. Hart. Mr. Hart has served as a Director of the Company since
February 1987 and as Chairman of the Board of Directors from 1987 to April
1993. From 1982 until his retirement in 1993, Mr. Hart served as Vice President
of Finance, Treasurer and a member of the Board of Directors of Louisiana-
Pacific Corporation.

Earl R. Lewis. Mr. Lewis was elected to the Board in June 1999 in connection
with the acquisition of Spectra Physics AB by Thermo Instrument Systems Inc.
Mr. Lewis' current term on the Board of Directors expires in 2000. Mr. Lewis is
President and Chief Executive Officer of Thermo Instrument Systems and has
served in such capacities since March 1997 and January 1998, respectively. Mr.
Lewis is also Chief Operating Officer, Measurement and Detection, of Thermo
Electron Corporation, the parent company of Thermo Instrument Systems, and is
Chairman of the Board of several subsidiaries of Thermo Electron, including
Thermo Optek Corporation, Thermo Quest Corporation, Thermo Vision Corporation,
Thermo BioAnalysis Corporation and ONIX Systems Inc., and is a director of
Metrika Systems Corporation, ThermoSpectra

Corporation and Thermo Instrument Systems. Mr. Lewis is also a director of
SpectRx Inc. Mr. Lewis holds a B.S. from Clarkson College of Technology and has
attended postgraduate programs at the University of Buffalo, Northeastern
University and Harvard University.

W. Allen Reed. Mr. Reed has served as a Director of the Company since April
1992. Mr. Reed is President of General Motors Investment Management
Corporation. From 1991 to 1994, Mr. Reed was Vice President and Treasurer of GM
Hughes Electronics Corporation and Hughes Aircraft Company ("Hughes"). From
1984 to 1991, Mr. Reed was President of the Hughes Investment Management
Company, a wholly owned subsidiary of Hughes. Prior to joining Hughes, Mr. Reed
was Vice President and Portfolio Manager for Allen & Associates Investment
Management Company. Mr. Reed serves on the Boards of Directors of WEBS Fund,
Inc., Temple-Inlands Industries, General Motors Acceptance Corporation and GMAC
Insurance Holdings. Mr. Reed also serves as Chairman of the Investment Advisory
Committee for the Howard Hughes Medical Institute.

Ronald L. Turner. Mr. Turner was elected to the Board of Directors in 1993.
Mr. Turner was appointed Chairman, President and Chief Executive Officer of
Ceridian Corporation in May 2000. He served as President and Chief Executive
Officer since January 2000, President and Chief Operating Office since 1998 and
Executive Vice President, Operations since 1997. From 1993 to 1997, Mr. Turner
served as President and Chief Executive Officer of Computing Devices
International, an aerospace company, which was a division of Ceridian
Corporation. From 1987 to 1993, Mr. Turner was President and Chief Executive
Officer of GEC-Marconi Electronic Systems Corporation, a defense electronic
company. Prior to 1987, Mr. Turner worked for Martin Marietta Corporation for
14 years in a variety of executive positions. Mr. Turner serves on the Board of
Directors of Ceridian Corporation, BTG, Inc., Government Electronics and
Information Technology Association and is Vice Chairman of the Electronics
Industries Alliance and is on its Executive Committee and Board of Governors.
He is also a past President and a member of the Board of Governors of the
Massachusetts Institute of Technology Society of Sloan Fellows.

Steven E. Wynne. Mr. Wynne was elected to the Board of Directors in November
1999 and his current term on the Board of Directors expires in 2000. From
March, 1995 to March, 2000, Mr. Wynne has served as President and Chief
Executive Officer of adidas America, Inc.. Prior to that time, he was a partner
in the law firm of Ater Wynne LLP. Mr. Wynne received an undergraduate degree
from Willamette University and a J.D. from Willamette University. Mr. Wynne
also serves on the Board of Directors of Protocol Systems, Inc. and the Board
of Directors of Planar Systems, Inc.

Section 16 Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act") requires the Company's directors and officers, and persons who own more
than 10% of a registered class of the Company's equity securities, to file
initial reports of ownership and reports of changes in ownership with the SEC.
Such persons also are required to furnish the Company with copies of all
Section 16(a) reports they file.

Based solely on its review of the copies of such reports received by it with
respect to fiscal 1999, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, officers and persons who own more than 10% of a registered class of
the Company's equity securities have been complied with for fiscal 1999, except
for Messrs. Almerfors, Fitzhenry, Martin, Stringer, Sundermeier, A. Teich, and
J. Teich, each of whom inadvertently filed a Form 4 late.

ITEM 11. EXECUTIVE COMPENSATION

The following table provides information concerning the compensation of the
Company's Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company (the "named executive officers")
for the fiscal years ending December 31, 1999, 1998 and 1997 or such periods as
the named executive officer was an officer of the Company.

Annual Compensation Long-term Compensation
---------------------- ----------------------
Stock Long-term
Options Incentive Plan All
Name and Principal Position Year Salary Bonus Granted Payouts(1) Other(2)
--------------------------- ---- -------- -------- ------- -------------- --------

Robert P. Daltry........................ 1999 $256,406 $ 0 30,000 $ 0 $5,000
Chairman of the Board of Directors 1998 271,202 230,000 30,000 320,065 5,000
1997 252,872 122,500 25,500 607,500 4,750

J. Kenneth Stringer III................. 1999 276,000 0 30,000 82,192 5,000
President, Chief Executive Officer 1998 225,726 180,000 25,000 240,049 5,000
and Director 1997 216,292 99,000 20,000 455,625 4,750

Jay S. Teich(3)......................... 1999 196,859 0 25,000 20,548 5,000
Sr. Vice President, Boston Operations

William N. Martin....................... 1999 187,351 0 12,000 54,794 --
Sr. Vice President, Sales 1998 178,500 40,000 12,000 80,016 --
1997 174,484 50,000 11,000 151,875 --

James A. Fitzhenry...................... 1999 170,689 0 12,000 54,794 5,000
Sr. Vice President, General Counsel and 1998 159,579 55,000 12,000 80,016 5,000
Secretary 1997 149,391 40,000 11,000 151,875 4,750

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(1) The amounts set forth under Long-term Incentive Plan Payouts represent the
dollar value of shares of restricted stock that were earned in 1997, 1998
and 1999 based upon achievement of specified performance goals. The value
of these shares was calculated based upon the closing price of the Common
Stock on February 3, 1998, October 7, 1998 and October 21, 1999,
respectively.

(2) The amounts set forth under All Other Compensation represent matching
amounts contributed on behalf of the named executive officers to the
Company sponsored 401(k) employee savings and retirement plan covering all
of the Company's employees.

(3) Mr. Teich joined the Company in March 1999.

Stock Options

The following table sets forth information concerning options granted to the
named executive officers during the year ended December 31, 1999 under the
Company's stock options plans:

Potential
Realizable Value
at Assumed Annual
Percent of Rates of Stock
Number of Total Price
Securities Options Appreciation for
Underlying Granted to Exercise Option Term(2)
Options Employees Price Expiration -----------------
Name Granted(1) in 1998 Per Share Date 5% 10%
- ---- ---------- ---------- --------- ---------- -------- --------

Robert P. Daltry......... 30,000 5.9% $17.13 03/05/09 $323,095 $818,785

J. Kenneth Stringer III.. 30,000 5.9% $17.13 03/05/09 323,095 818,785

Jay S. Teich............. 25,000 4.9% $18.50 03/31/09 290,864 737,106

William N. Martin........ 12,000 2.3% $17.13 03/05/09 129,238 327,514

James A. Fitzhenry....... 12,000 2.3% $17.13 03/05/09 129,238 327,514

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(1) Options granted in 1999 become exercisable starting 12 months after the
grant date, with one-third of the options becoming exercisable at that
time and with an additional one-third of the options becoming exercisable
on the second and third anniversary dates of the option grant,
respectively.

(2) The amounts shown are hypothetical gains based on the indicated assumed
rates of appreciation of the Common Stock compounded annually for a ten
year period. Actual gains, if any, on stock option exercises are dependent
on the future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the Common Stock will
appreciate at any particular rate or at all in future years.

Options Exercised in Last Fiscal Year and Fiscal Year End Option Values

The following table sets forth, for each of the named executive officers,
the shares acquired during 1999 and the related value realized, and the number
and value of unexercised options as of December 31, 1999.

Options Exercised Number of Securities Value of Unexercised
in Last Fiscal Underlying Unexercised In-the-Money Options
Year(1) Options at December 31, 1999 at December 31, 1999(2)
------------------ -------------------------------- -------------------------
Number of Value
Shares Realized Exercisable Unexercisable Exercisable Unexercisable
--------- -------- -------------- --------------- ----------- -------------

Robert P. Daltry......... 0 $ 0 150,667 58,333 $960,167 $20,833

J. Kenneth Stringer III.. 0 0 95,517 53,333 499,580 16,667

Jay S. Teich............. 37,406 486,055 0 25,000 0 0

William N. Martin........ 6,667 35,000 7,666 23,667 9,166 9,167

James A. Fitzhenry....... 0 0 10,999 23,667 23,538 9,167

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(1) The value realized is based on the difference between the market price at
the time of exercise of the options and the applicable exercise price.

(2) The value of unexercised in-the-money options is based on the difference
between $16.25, which was the closing price of the Common Stock on
December 31, 1999, and the applicable exercise price.

Employment Agreements

FLIR has entered into employment agreements (the "Employment Agreements")
with certain of its executive officers, including Robert P. Daltry, J. Kenneth
Stringer III, Arne Almerfors, James A. Fitzhenry, and William N. Martin. Each
of the Employment Agreements is for a term ending December 31, 2001, provided
that if a Change of Control (as defined) occurs before December 31, 2001, the
Employment Agreements will continue in effect until two years after the Change
in Control. If the executive officer resigns voluntarily or is properly
terminated for Cause (as defined) all pay and benefits under the Employment
Agreement will cease as of the effective date of the termination or
resignation. In the event of the death of an executive officer, the designated
beneficiary of the executive officer would receive a lump sum payment equal to
twelve months base salary at the then current rate. With respect to Messrs.
Daltry and Stringer, in the event that the employment of such executive officer
is terminated by the Company without cause, such executive officer would be
entitled to receive a lump sum payment in an amount equal to two year's base
salary plus bonuses earned through the date of termination. For a period of two
years following the Change of Control, each executive officer would have the
right to terminate his employment for Good Reason (as defined), and to receive
upon such termination a lump sum payment in an amount equal to two times (three
times in the case of Messrs. Daltry and Stringer) their average annualized
compensation during the five year period preceding the Change of Control. In
addition, the executive officers would be entitled to the continuation of
health and insurance benefits for certain periods. For purposes of the
Employment Agreements, a "Change of Control" includes (i) any merger or
consolidation transaction that results in the shareholders of the Company
immediately before such transaction owning less than 50 percent of the total
combined voting power of the surviving corporation in the transaction, (ii) the
acquisition by any person of 20 percent or more of the Company's total combined
voting power, (iii) the liquidation of the Company of the sale of substantially
all of its assets, and (iv) a change in the composition of the Board of
Directors during any 24 month period such that the directors in office at the
beginning of the period and/or their successors who were elected by or on the
recommendation of the directors in office at the beginning of the period do not
constitute at least a 70 percent majority of the Board. In

connection with the Company's acquisition of AGEMA, the Employment Agreements
were amended to provide that the consummation of that transaction would not
constitute a Change of Control for purposes of the Employment Agreements. This
amendment to the Employment Agreements will terminate and become null and void
upon the acquisition by Spectra-Physics AB and/or its affiliates of any shares
of Common Stock if at the time of such acquisition Spectra and its affiliates
would beneficially own more than 45 percent of the issued and outstanding
shares of Common Stock. In connection with the acquisition by an affiliate of
Thermo Electron Corporation of substantially all of the outstanding capital
stock of Spectra, the Employment Agreements were amended to provide that the
consummation of that transaction would not constitute a Change of Control for
purposes of the Employment Agreements. This amendment to the Employment
Agreements will terminate and become null and void if (i) Thermo Electron
Corporation acquires any shares of Common Stock in excess of those shares held
by Spectra, or (ii) asserts any right to representation on the Board of
Directors. For purposes of the Employment Agreements, "Cause" means the failure
to satisfactorily perform the duties assigned to the executive officer within a
certain period after notice of such failure is given and commission of certain
illegal or wrongful acts.

Director Compensation

The members of the Company's Board of Directors are not compensated for
their service on the Board, but are reimbursed for out-of-pocket and travel
expenses incurred in attending Board meetings. Under the Company's 1993 Stock
Option Plan for Nonemployee Directors, as amended, an option to purchase 6,000
shares of Common Stock is automatically granted to each nonemployee director
each year on the day of the Annual Meeting.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during the fiscal year ended
December 31, 1999, were Messrs. Hart and Turner.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Company with
respect to the beneficial ownership of the Company's Common Stock as of April
3, 2000 by: (i) each person known by the Company to beneficially own more than
5% of the outstanding shares of Common Stock, (ii) each of the Company's
directors, (iii) each of the Company's named executive officers, and (iv) all
directors and executive officers as a group. Except as otherwise indicated, the
Company believes that each of the following shareholders has sole voting and
investment power with respect to the shares beneficially owned by such
shareholder.

Shares of
Common Stock Percent
Beneficially Common Stock
Name and Address of Beneficial Owner Owned(1) Outstanding
------------------------------------ ------------ ------------

Thermo Electron Corporation(2)................... 4,162,000 29.0%
81 Wyman Street
Waltham, MA 02454
Franklin Resources, Inc.(3)...................... 1,261,477 8.8%
777 Mariners Island Blvd.
San Mateo, CA 94404
Advent International Corporation(4).............. 996,524 6.9%
75 State Street
Boston, MA 02109
Robert P. Daltry................................. 319,479 2.2%
John C. Hart..................................... 36,000 *
Earl R. Lewis.................................... 2,000 *
W. Allen Reed.................................... 41,000 *
J. Kenneth Stringer III.......................... 194,505 1.3%
Ronald L. Turner................................. 39,000 *
Steven E. Wynne.................................. -- --
James A. Fitzhenry............................... 34,587 *
William N. Martin................................ 31,754 *
Jay S. Teich..................................... 60,855 *
Directors and Executive Officers as a group
(13 persons)(5)................................. 869,502 5.8%

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* Less than one percent (1%).

(1) Applicable percentage of ownership is based on 14,370,932 shares of FLIR
Common Stock outstanding as of April 3, 2000. Beneficial ownership is
determined in accordance with rules of the SEC, and includes voting power
and investment power with respect to shares. Shares issuable upon the
exercise of outstanding stock options that are currently exercisable or
become exercisable within 60 days from April 3, 2000 are considered
outstanding for the purpose of calculating the percentage of Common Stock
owned by such person, but not for the purpose of calculating the
percentage of Common Stock owned by any other person. The number of shares
that are issuable upon the exercise of options that are currently
exercisable or exercisable within 60 days of April 3, 2000 is as follows:
Mr. Daltry--179,000; Mr. Hart--36,000; Mr. Reed--39,000; Mr. Stringer--
120,517; Mr. Turner--39,000; Mr. Martin--19,333; Mr. Fitzhenry--22,666;
Mr. Teich--8,333; and all officers and directors as a group--527,682.

(2) This information as to beneficial ownership is based on a Schedule 13D
filed by Thermo Electron Corporation with the Securities and Exchange
Commission on August 16, 1999. The Schedule 13D states that (i) Thermo
Electron Corporation is the beneficial owner of 4,162,000 shares of Common
Stock as to
which it has sole voting and dispositive power, and (ii) the 4,162,000
shares of Common Stock as to which beneficial ownership is reported are held
by Spectra-Physics AB, which is a majority-owned subsidiary of Thermo
Instrument Systems, Inc., a majority-owned publicly traded subsidiary of
Thermo Electron Corporation.

(3) This information as to beneficial ownership is based on a Schedule 13G/A
filed by Franklin Resources, Inc. with the Securities and Exchange
Commission on January 24, 2000. The Schedule 13G states that Franklin
Resources and its affiliates are the beneficial owners of 1,261,477
shares of Common Stock as to which certain affiliates of Franklin
Resources have sole voting and dispositive power.

(4) This information as to beneficial ownership is based on a Schedule 13G/A
filed with the Securities and Exchange Commission on April 9, 1999 by
Global Private Equity II Limited Partnership, Advent Direct Investment
Program Limited Partnership, Advent Israel Limited Partnership, Advent
Israel (Bermuda) Limited Partnership, EnviroTech Investment Fund I
Limited Partnership (together the "Advent Partnerships"), Advent
International Corporation ("AIC") and Advent International Limited
Partnership ("AILP"). The Schedule 13G/A states that AIC is the General
Partner of AILP which in turn is the General Partner of each of the
Advent Partnerships and, as such, that AIC has sole voting and sole
dispositive power with respect to the 996,524 shares of Common Stock as
to which beneficial ownership is reported.

(5) Does not include the 4,162,000 shares of Common Stock held by
Spectra/Thermo Electron, as to which all directors and executive officers
disclaim beneficial ownership.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

(a)(1) Financial Statements

The financial statements are included in Item 8 of the Annual Report on
Form 10-K filed on April 14, 2000.

(a)(2) Financial Statement Schedules

The following schedule was filed as part of the Annual Report on Form
10-K filed on April 14, 2000:

Schedule II--Valuation and Qualifying Accounts

Report of Independent Accountants on Financial Statement Schedule

No other schedules are included because the required information is
inapplicable, not required or are presented in the financial statements or the
related notes thereto.

(a)(3) Exhibits

Number Description
------ -----------

2.1 Merger Agreement dated as of March 19, 1999 by and among FLIR
Systems, Inc., Inframetrics, Inc., Irabu Acquisition Corporation and
the shareholders of Inframetrics, Inc. (incorporated by reference to
Current Report on Form 8-K filed on April 14, 1999).

3.1 Second Restated Articles of Incorporation of the FLIR Systems, Inc.
(incorporated by reference to Exhibit 3.1 to Registration Statement
on Form S-1 (File No. 33-62582))

3.2 First Amendment to Second Restated Articles of Incorporation of FLIR
Systems, Inc. (incorporated by reference to Exhibit 1.1 to
Registration Statement on Form 8-A filed on June 11, 1999)

3.3 First Restated Bylaws of the FLIR Systems, Inc. (incorporated by
reference to Exhibit 3.2 to Registration Statement on Form S-1 (File
No. 33-62582))

Number Description
------ -----------

4.1 Rights Agreement dated as of June 2, 1999 (incorporated by reference
to Exhibit 1.1 to the Registration Statement on Form 8-A filed on
June 11, 1999)

10.1 Form of Indemnity Agreement between the FLIR Systems, Inc. and each
member of its Board of Directors (incorporated by reference to
Exhibit 10.1 to Registration Statement on Form S-1 (File No. 33-
62582))(1)

10.2 1984 Incentive Stock Option Plan and Amendments (incorporated by
reference to Exhibit 10.2 to Registration Statement on Form S-1
(File No. 33-62582))(1)

10.3 1992 Stock Incentive Plan (incorporated by reference to Exhibit 10.3
to Registration Statement on Form S-1 (File No. 33-62582))(1)

10.4 1993 Stock Option Plan for Non-employee Directors (incorporated by
reference to Exhibit 10.4 to Registration Statement on Form S-1
(File No. 33-62582))(1)

10.5 Lease Dated February 11, 1985, as amended, by and among the FLIR
Systems, Inc. and Pacific Realty Association, L.P. (incorporated by
reference to Exhibit 10.6 to Registration Statement on Form S-1
(File No. 33-62582))

10.6 Business Loan Agreement with Bank of America NT & SA (incorporated by
reference in Annual Report on Form 10-K for the year ended December
31, 1998)

10.7 Amendment No. 1 to Business Loan Agreement with Bank of America NT &
SA (incorporated by reference in Annual Report on Form 10-K for the
year ended December 31, 1998)

10.8 Combination Agreement, Dated October 6, 1997, Among FLIR Systems,
Inc., Spectra-Physics AB, Spectra-Physics Holding S.A., Spectra-
Physics Holdings GmbH, Spectra-Physics Holdings PLC, and Pharos
Holdings, Inc. (incorporated by reference to Exhibit 2.0 to Current
Report on Form 8-K filed on October 24, 1997)

10.9 Form of Executive Employment Agreement dated as of May 5, 1997
(Robert P. Daltry and J. Kenneth Stringer III) (incorporated by
reference to Exhibit 10.1 to Current Report on Form 8-K filed on
October 24, 1997)(1)

10.10 Form of Executive Employment Agreement dated as of May 5, 1997 (James
A. Fitzhenry, J. Mark Samper, William N. Martin and Steven R.
Palmquist) (incorporated by reference to Exhibit 10.2 to Current
Report on Form 8-K filed on October 24, 1997)(1)

10.11 Form of Agreement amending Executive Employment Agreement dated as of
December 1, 1997 for Robert P. Daltry, J. Kenneth Stringer III,
James A. Fitzhenry, J. Mark Samper, William N. Martin and Steven R.
Palmquist (incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K filed on December 15, 1997)(1)

10.12 Form of Agreement Amending Executive Employment Agreement dated as of
January 20, 1999 amending Executive Employment Agreement of Robert
P. Daltry, J. Kenneth Stringer III, James A. Fitzhenry, J. Mark
Samper, William N. Martin, Arne Almerfors and David Smith
(incorporated by reference to Exhibit 10.2 to Quarterly Report on
Form 10-Q filed on August 16, 1999)(1)

10.13 Registration Rights Agreement dated as of December 1, 1997 by and
among FLIR Systems, Inc., Spectra-Physics AB, Spectra-Physics
Holdings PLC and Pharos Holdings (incorporated by reference to
Exhibit 10.2 to Current Report on Form 8-K filed on December 15,
1997)

10.14 Contract for the Supply of Uncooled Imaging Modules, dated January
15, 1997 (incorporated by reference to Exhibit 10.1 to Form 10-Q/A
filed May 28, 1998)(2)

10.15 Contract for the Supply of Uncooled Imaging Modules, dated March 4,
1998 (incorporated by reference to Exhibit 10.1 to Form 10-Q/A filed
May 28, 1998)(2)

10.16 Inframetrics, Inc. Shareholders Agreement dated as of March 19, 1999
by and among FLIR, Inframetrics and the shareholders of Inframetrics
(incorporated by reference to Exhibit 10.1 to Current Report on Form
8-K filed on April 14, 1999)

Number Description
------ -----------

10.17 Amendment to Inframetrics, Inc. Shareholders Agreement dated as of
October 27, 1999 by and among FLIR, Inframetrics, and the former
shareholders of Inframetrics (incorporated by reference to Exhibits
to Registration Statement on Form S-1 (File No. 333-90717))

10.18 FLIR Systems, Inc. 1999 Employee Stock Purchase Plan (incorporated by
reference to Exhibit A to the Company's Proxy Statement dated April
30, 1999)(1)

10.19 Contract for the Supply of Uncooled Imaging Modules, dated August 8,
1999 (incorporated by reference to Exhibit 10.1 to Form 10-Q/A filed
December 2, 1999)(2)

10.20 Form of Credit Agreement among FLIR Systems, Inc. and Bank of America
N.A. and certain other financial institutions dated as of December
16, 1999 (incorporated by reference to Exhibits to Registration
Statement on Form S-1 (File No. 333-90717))

10.21 Form of Pledge Agreement dated as of December 16, 1999 by FLIR
Systems, Inc. in favor of Bank of America N.A. as Agent
(incorporated by reference to Exhibits to Registration Statement on
Form S-1 (File No. 333-90717))

10.22 Form of Security Agreement dated as of December 16, 1999 between FLIR
Systems, Inc. and Bank of America N.A. as Agent (incorporated by
reference to Exhibits to Registration Statement on Form S-1 (File
No. 333-90717))

21.0 Subsidiaries of FLIR Systems, Inc.(3)

23.0 Consent of PricewaterhouseCoopers LLP

23.1 Consent of Ernst & Young LLP

27.1 Financial Data Schedule(3)

27.2 Restated Financial Data Schedule(3)

27.3 Restated Financial Data Schedule(3)

99.0 Report of Ernst & Young, LLP(3)

- --------
(1) This exhibit constitutes a management contract or compensatory plan or
arrangement.

(2) Portions of this Exhibit have been omitted pursuant to a request for
confidential treatment under 17 C.F.R. (s) 240.24b 2.

(3) Filed with and incorporated by reference to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999 filed on April 14, 2000.

(b) During the quarter ended December 31, 1998, the Company did not file any
Form 8-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized on the 28th
day of April 2000.

FLIR SYSTEMS, INC.
(Registrant)

/s/ J. Kenneth Stringer III
By: _________________________________
J. Kenneth Stringer III
President and Chief Executive
Officer (Duly Authorized Officer)