The astrometric measuring engine (AME) at Lick Observatory is used to measure the positions of stars on photographic plates. These data have been used to study the motions of the stars, studies that have important implications for our knowledge of the structured of our galaxy. The AME has been a very productive instrument. The National Science Foundation provided the funds for the acquisition of the AME, and twice in the past has provided funds for partial support of modifications to the machine. It is now planned to replace the antiquated, failing PDP-8 computer that now controls AME with a modern, general purpose, computer. The PDP-8 will be replaced with a Sun 4/200-HM-p14 computer connected to a VME crate. This system will provide for control of the positioning of the AME, for data taking with the Reticon detectors, and for on line data reduction. This new powerful system will allow faster and more efficient operation, and will allow tasks to be done that are now impossible. The Sun will also provide computation facilities for members of the Lick astrometric group. At the same time, some optics on the measuring machine will also be replaced. This would allow alignment procedures to be done more quickly, and also allow plates to be measured with large images of stars.