SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           AMENDMENT NO. 1 TO 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


                           Metrika Systems Corporation
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)


          Delaware                                     33-0733537
          --------                                     ----------
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

5788 Pacific Center Boulevard, San Diego, California        92121
- -----------------------------------------------------       -----
(Address of Principal Executive Offices)                  (Zip Code)

     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), please check the following box. [X]

     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), please check the following box. [ ]

     Securities  Act  registration  statement  file  number  to which  this form
relates: ______________ (If applicable)

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

      Title of Each Class                       Name of Each Exchange on Which
      To be so Registered                       Each Class is to be Registered
      -------------------                       -------------------------------
      Common Stock, par value                   American Stock Exchange
      $0.01 per share

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

                                   None
                                   ----
                                (Title of Class)







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

      The  authorized   capital  stock  of  Metrika  Systems   Corporation  (the
"Corporation")  consists of 25,000,000  shares of common stock,  $0.01 par value
per share (the "Common Stock").  The following  description of the capital stock
of  the   Corporation   is  qualified  in  its  entirety  by  reference  to  the
Corporation's  Certificate of  Incorporation,  as amended (the  "Certificate  of
Incorporation"), and Bylaws (the "Bylaws"), copies of which have been filed with
the Securities and Exchange Commission.

Common Stock

      Holders of Common  Stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. There are no cumulative voting rights. The
holders of Common  Stock have no  preemptive  rights or rights to convert  their
Common Stock into any other  securities.  At all meetings of stockholders of the
Corporation,  all  questions,  except as  otherwise  expressly  provided  for by
statute,  the Certificate of Incorporation or the Bylaws, shall be determined by
a majority vote of the  stockholders  present in person or represented by proxy.
The  Common  Stock  is  not  subject  to  redemption.   Upon  any   liquidation,
distribution  or sale of assets,  dissolution or winding up of the  Corporation,
the holders of Common  Stock are entitled to share pro rata in the assets of the
Corporation  available  for  distribution  after  provision  for the  payment of
creditors.   The  outstanding   shares  of  Common  Stock  are  fully  paid  and
nonassessable.  There are no  restrictions on  transferability  contained in the
Certificate of Incorporation or Bylaws.  Holders of Common Stock are entitled to
receive  ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor.  The Common Stock is listed on the American
Stock Exchange.  Thermo Instrument Systems Inc. ("Thermo Instrument") and Thermo
Electron Corporation ("Thermo Electron") together beneficially own a majority of
the  Common  Stock,  and thus have the power to elect all of the  members of the
Corporation's Board of Directors.

Certain Charter, ByLaw and Statutory Provisions

      The  ownership  of a  majority  interest  in  the  Corporation  by  Thermo
Instrument  and Thermo  Electron,  either alone or in  combination  with certain
provisions, described below, of the Certificate of Incorporation, the Bylaws and
Section 203 of the General  Corporation Law of the State of Delaware  (discussed
below),  could have the effect of delaying,  deferring or preventing a change in
control of the Corporation.

      The Bylaws  provide that special  meetings of  stockholders  may be called
only by the Corporation's  Board of Directors or certain officers.  Stockholders
are not  authorized  by the Bylaws to call a special  meeting or to require that
the Board of Directors call a special meeting of stockholders.

      The  Certificate of  Incorporation  includes a provision  eliminating  the
liability of its directors to the Corporation or to its  stockholders  for money
damages,  to the  extent  permitted  by  Delaware  law.  In  addition,  both the
Certificate of  Incorporation  and Bylaws contain  provisions  providing for the
indemnification  of the  Corporation's  officers  and  directors  to the maximum
extent permitted by Delaware law from claims,  liabilities and expenses to which
they may be or become  liable by reason of their being  officers or directors of
the Corporation.


Section 203 of Delaware General Corporation Law

      The  Corporation is subject to Section 203 of the General  Corporation Law
of the State of Delaware ("Section 203"), which generally prohibits any Delaware
corporation  that has a class of  securities  listed  on a  national  securities
exchange or more than 2,000  stockholders of record from engaging in a "business
combination" with an "interested  stockholder" for a period of three years after
the  time  of  the  transaction  in  which  the  person  becomes  an  interested
stockholder,  unless either (i) the interested  stockholder obtains the approval
of the Board of Directors prior to becoming an interested stockholder,  (ii) the
interested  stockholder  owned  85%  of  the  outstanding  voting  stock  of the
corporation  (excluding shares held by certain affiliates of the corporation) at
the time he became an interested  stockholder or (iii) the business  combination
is approved by both the Board of Directors  and the holders of two-thirds of the
outstanding  voting  stock  of the  corporation  (excluding  shares  held by the
interested  stockholder),  voting  at  an  annual  or  special  meeting  of  the
stockholders  and not acting by written  consent.  An  "interested  stockholder"
generally is a person who, together with affiliates and associates,  owns (or at
any time within the prior three years did own) 15% or more of the  corporation's
outstanding   voting  stock.   A  "business   combination"   includes   mergers,
consolidations,  stock sales, asset sales and other  transactions  involving the
corporation  or  any  direct  or  indirect  majority-owned   subsidiary  of  the
corporation that results in a financial benefit to the interested stockholder.

      The  failure  of a  person  becoming  an  interested  stockholder  of  the
Corporation to obtain the consent of the Corporation's Board of Directors and/or
stockholders  (other  than the  interested  stockholder),  could  result  in the
interested  stockholder  finding  it  difficult  to manage the  business  of the
Corporation.  This  need  to  acquire  consent  of the  Corporation's  Board  of
Directors  and/or  stockholders  for Section 203 purposes  imposes a substantial
burden on a  potential  acquiror  and could  therefore  act as an  anti-takeover
device.

      Notwithstanding   the  foregoing,   business   combinations   with  Thermo
Instrument,  Thermo  Electron  and  their  affiliates  are  not  subject  to the
provisions of Section 203.

Item 2.  Exhibits.

     1. Certificate of Incorporation,  as amended,  of the Corporation (filed as
Exhibit 3.1 to the  Corporation's  Registration  Statement on Form S-1 [Reg. No.
333-25243] and incorporated herein by reference).

     2. Bylaws of the  Corporation  (filed as Exhibit  3.2 to the  Corporation's
Registration  Statement on Form S-1 [Reg. No. 333-25243] and incorporated herein
by reference).

     3.  Specimen  Common  Stock   Certificate   (filed  as  Exhibit  4  to  the
Corporation's  Registration  Statement  on Form S-1  [Reg.  No.  333-25243]  and
incorporated herein by reference).






                                    SIGNATURE

      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, thereto duly authorized.

                                   METRIKA SYSTEMS CORPORATION



                                   By:/s/ Theo Melas-Kyriazi
                                       -----------------------------
                                       Theo Melas-Kyriazi
                                       Chief Financial Officer

Date: September 14, 1999