SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               __________________
                                        
                                  FORM 10-Q/A
                               __________________
                                        
(MARK ONE)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

                                       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

                               FLIR SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)


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

16505 S.W. 72ND AVENUE, PORTLAND, OREGON                    97224
(Address of principal executive offices)                  (Zip Code)

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

At March 31, 1998, there were 9,875,165 shares of the Registrant's common stock,
$0.01, par value, outstanding.

                                       1

 
                          PART II.   OTHER INFORMATION
                                        
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 (a)  Exhibits.

          10.1   Contract for the Supply of Uncooled Imaging Modules, dated 
                 January 15, 1997*
          10.2   Contract for the Supply of Uncooled Imaging Modules, dated 
                 March 4, 1998*

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

 (b)  No reports on Form 8-K were filed during the three months ended March 31,
      1998.



                                   SIGNATURES
                                        
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         FLIR SYSTEMS, INC.


Date        May 28, 1998                    /s/  J. Mark Samper               
     ---------------------------         ------------------------------------
                                         J. Mark Samper                       
                                         Vice President of Finance and        
                                         Chief Financial Officer              
                                         (Principal Accounting and Financial  
                                         Officer and Duly Authorized Officer)  


                                       2