PALOMAR MEDICAL TECHNOLOGIES INC
SC 13G/A, 1998-02-13
PRINTED CIRCUIT BOARDS
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                        SECURITIES AND EXHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G
                                 (Rule 13d-102)

                    UNDER THE SECURITIES ECHANGE ACT OF 1934
                               (Amendment No. 2 )*



                The American Materials & Technologies Corporation
            ---------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $0.01 par value per share
            ---------------------------------------------------------
                         (Title of Class of Securities)

                                   027397 10 8
- --------------------------------------------------------------------------------
                                 (CUSIP Number)





                                 CIK: 0000881695






        Check the following box is a fee is being paid with this  statement [ ].
(A fee is not required only of the filing person:  (1) has a previous  statement
on file reporting beneficial ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

        *The  remainder  of this cover page shall be filled out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

        The  information  required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).




                                Page 1 of 4 Pages


<PAGE>


CUSIP No.  027397 10 8                 13G                     Page 2 of 4 Pages



         1.    NAME OF REPORTING PERSON
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVER PERSON

                  Palomar Medical Technologies, Inc. Fed ID No. 04-3128178
- --------------------------------------------------------------------------------
         2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                     (a)  [    ]
                                                                     (b)  [    ]
- --------------------------------------------------------------------------------
         3.     SEC USE ONLY

- --------------------------------------------------------------------------------
         4.    CITIZENSHIP OR PLACE OF ORGANIZATION

                  U.S.A-Delaware
- --------------------------------------------------------------------------------

  NUMBER OF                5.     SOLE VOTING POWER
     SHARES
BENEFICIALLY                        330,539
    OWNED BY        ------------------------------------------------------------
        EACH               6.     SHARED VOTING POWER
  REPORTING
     PERSON         ------------------------------------------------------------
       WITH                7.     SOLE DISPOSITIVE POWER

                                    330,539
                    ------------------------------------------------------------
                           8.     SHARED DISPOSITIVE POWER

- --------------------------------------------------------------------------------
         9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    330,539
- --------------------------------------------------------------------------------
         10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                SHARES*

- --------------------------------------------------------------------------------
         11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                                    7.52%
- --------------------------------------------------------------------------------
         12.   TYPE OF REPORTING PERSON*

                 CO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILING OUT!

                                Page 2 of 4 Pages

<PAGE>

Item 1.  (a)      The American Materials & Technologies Corporation


         (b)       Address of Issuer's Principal Executive Offices:
                     5915 Rodeo Road, Los Angeles, CA 90016

Item 2.  (a)      Name of Person Filing:  Palomar Medical Technologies, Inc.

         (b)       Address of Principal Business Office:  45 Hartwell Avenue
                                                          Lexington, MA  02173
         (c)      Citizenship:  U.S.A

         (d)      Title of Class of Securities:  Common Stock
                                                 $.01 par value per share
         (e)      CUSIP Number:  027397 10 8

Item 3. If this  statement  is filed  pursuant to Rules  13d-1(b),  or 13d-2(b),
check whether the person is a:

        (a)     [ ] Broker or Dealer registered under Section 15 of the Act

        (b)     [ ] Bank as defined in section 3(a)(6) of the Act

        (c)     [ ] Insurance Company as defined in section 3(a)(19) of the Act

        (d)     [ ]  Investment  Company  registered  under  section  8  of  the
                Investment Company Act

        (e)     [ ]  Investment  Adviser  registered  under  section  203 of the
                Investment Advisers Act of 1940

        (f)     [ ] Employee Benefit Plan,  Pension Fund which is subject to the
                provisions  of the Employee  Retirement  Income  Security Act of
                1974 or Endowment Fund; see Section 240.13d(b)(1)(ii)(F)

        (g)     [  ]  Parent  Holding   Company,   in  accordance  with  Section
                240.13d-1(b)(1)(ii)(G)

        (h)     [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)

Item 4.  Ownership.

         (a)   Amount Beneficially Owned:   330,539
         (b)   Percent of Class:            7.52%
         (c)   Number of Shares as to which person has:

         (i)   Sole power to vote or to direct the vote:  330,539
         (ii)  Shared power to vote or to direct the vote:  0
         (iii) Sole power to dispose or to direct the disposition of: 330,539
         (iv)  Shared power to dispose or to direct the disposition of: 0

Item 5.  Ownership of Five Percent on Behalf of Another Person.

         N/A
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         N/A
Item     7.  Identification  and Classification of the Subsidiary which Acquired
         the Security Being Reported on By the Parent Holding Company.
         N/A
Item 8.  Identification and Classification of Members of the Group.

         N/A
                                Page 3 of 4 Pages

<PAGE>


Item 9.  Notice of Dissolution of Group.
         N/A
Item 10. Certification.
         N/A
         By signing  below I/We certify  that,  to the best of my knowledge  and
         belief, the securities referred to above where acquired in the ordinary
         course of business  and were not acquired for the purpose of and do not
         have the effect of changing or influencing the control of the issuer of
         such  securities  and  were not  acquired  in  connection  with or as a
         participant in any transaction having such purpose or effect.

         After reasonable  inquiry and to the best of my knowledge and belief, I
         certify  that the  information  set  forth in this  statement  is true,
         complete and correct.


                                   Date:  February 13, 1998


                                      By: /s/ Louis P. Valente
                                          --------------------------------------
                                          Chief Executive Officer and President



                                Page 4 of 4 Pages


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