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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A-1



 (Mark One)

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

                  For the quarterly period ended June 30, 2000

                                       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 0-288-42

                             SPATIAL TECHNOLOGY INC.
             (Exact name of registrant as specified in its charter)

                  DELAWARE                               84-1035353
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)

2425 55TH STREET, SUITE 100, BOULDER, COLORADO             80301
   (address of principal executive offices)              (Zip Code)

                                 (303) 544-2900
              (Registrant's telephone number, including area code)

         Indicate by check 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
                                              ---    ---

         As of July 1, 2000, there were outstanding 11,495,274 shares of the
Registrant's Common Stock (par value $0.01 per share).

         Transitional Small Business Disclosure Format (check one):
Yes      No X
   ---     ---


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Item 5 is amended to read in its entirety as follows:

The Company's annual stockholder meeting has been delayed pending preparation of
a proxy statement requesting stockholder approval of the sale of the Company's
component software business and certain related transactions. The final date for
the Company's next annual stockholders meeting has not yet been set. Once the
Company's Board of Directors sets the date for the meeting, the Company will
make a public announcement of the date. Pursuant to the Company's By-laws, the
deadline for submitting a stockholder proposal or a nomination for director will
be the close of business on the tenth day following the day of the Company's
public announcement of the annual meeting date. The Company advises stockholders
wishing to submit a stockholder proposal or a nomination for director to review
the Company's By-laws and the applicable rules of the Securities and Exchange
Commission which contain additional requirements for timing, form and content of
any stockholder proposal or nomination for director.


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                                   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.

                                          SPATIAL TECHNOLOGY INC.


Date August 18, 2000                      /s/ R. Bruce Morgan
                                          -------------------------------------
                                          R. Bruce Morgan
                                          President, Chief Executive Officer,
                                          and Director (Principal Executive and
                                          Financial Officer)