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                    EXHIBIT 3.2:  BYLAWS OF PPT VISION, INC.
                    ----------------------------------------

                                    ARTICLE I
                                        
                           OFFICES AND CORPORATE SEAL

     Section 1.01.  Registered and Other Offices.  The registered office of the
corporation in Minnesota shall be that set forth in the Articles of
Incorporation or in the most recent amendment of the Articles of Incorporation
or statement of the Board of Directors filed with the Secretary of State of
Minnesota changing the registered office in the manner prescribed by law.  The
corporation may have such other offices, within or without the State of
Minnesota, as the Board of Directors shall, from time to time, determine.

     Section 1.02.  Corporate Seal.  The corporation shall have no corporate
seal.

                                   ARTICLE II
                                        
                            MEETINGS OF SHAREHOLDERS
                                        
     Section 2.01.  Time and Place of Meetings.  Regular or special meetings of
the shareholders, if any, shall be held on the date and at the time and place
fixed by the Chairman of the Board of Directors or if a Chairman of the Board of
Directors has not been elected, by the President in the absence of Board action,
or the Board, except that a special meeting called by, or at the demand of a
shareholder or shareholders, shall be held in the county where the principal
executive office is located.

     Section 2.02.  Regular Meetings.  At any regular meeting of the
shareholders there shall be an election of qualified successors for directors
who serve for an indefinite term and whose terms have expired or are due to
expire within six (6) months after the date of the meeting.  Any business
appropriate for action by the shareholders may be transacted at a regular
meeting.  No meeting shall be considered a regular meeting unless specifically
designated as such in the notice of meeting or unless all the shareholders are
present in person or by proxy and none of them objects to such designation.

     Section 2.03.  Demand by Shareholders.  Regular or special meetings may be
demanded by a shareholder or shareholders, pursuant to the provisions of
Minnesota Statutes Sections 302A.431, Subd. 2, and 302A.433, Subd. 2,
respectively.

     Section 2.04.  Quorum, Adjourned Meetings.  The holders of fifty percent
(50%) of the voting power of the shares entitled to vote at a meeting constitute
a quorum for the transaction of business; said holders may be present at the
meeting either in person or by proxy.  In the absence of a quorum, any meeting
may be adjourned to a subsequent date.  If a quorum is present, a meeting may be
adjourned from time to time without notice other than announcement at such
meeting.  At adjourned meetings at which a quorum is present, any business may
be transacted which might have been transacted at the meeting as originally
noticed.  If a quorum is present when a duly called or held meeting is convened,

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the shareholders present may continue to transact business until adjournment,
even though withdrawal of shareholders originally present leaves less than the
proportion or number otherwise required for a quorum.

     Section 2.05.  Voting.  At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy.  Unless otherwise provided by the Articles of Incorporation or a
resolution of the Board of Directors filed with the Secretary of State, each
shareholder shall have one vote for each share held.  Upon demand of any
shareholder, the vote upon any question before the meeting shall be by ballot.

     Section 2.06.  Notice of Meetings.  Notice of all meetings of shareholders
shall be given to every holder of voting shares, except where the meeting is an
adjourned meeting at which a quorum was present and the date, time and place of
the meeting were announced at the time of adjournment.  The notice shall be
given at least five (5), but not more than sixty (60) days before the date of
the meeting, except that written notice of a meeting at which there is to be
considered either (i) an agreement of merger or consolidation, (ii) a proposal
to dispose of all or substantially all of the property and assets of the
corporation, (iii) a proposal to dissolve the corporation, or (iv) a proposal to
amend the Articles of Incorporation, shall be mailed to all shareholders,
whether entitled to vote or not, at least fourteen
days prior thereto.  Every notice of any special meeting shall
state the purpose or purposes for which the meeting has been called, and the
business transacted at all special meetings shall be confined to the purpose
stated in the call, unless all of the shareholders are present in person or by
proxy and none of them objects to consideration of a particular item of
business.

     Section 2.07.  Waiver of Notice.  A shareholder may waive notice of any
meeting of shareholders.  A waiver of notice by a shareholder entitled to notice
is effective whether given before, at or after the meeting and whether given in
writing, orally or by attendance.

     Section 2.08.  Authorization Without a Meeting.  Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting by written action signed by all of the shareholders entitled to vote on
that action.


                                   ARTICLE III
                                        
                                    DIRECTORS

     Section 3.01.  General Powers.  Except as authorized by the shareholders by
unanimous affirmative vote, the business and affairs of the corporation shall be
managed by and shall be under the direction of the Board of Directors.

     Section 3.02.  Number, Qualifications and Term of Office.  The Board of
Directors of this corporation shall consist of one or more directors, but not
less than three, the exact number to be fixed from time to time solely by
resolution of the Board of Directors, acting by not less than a majority of the
directors then in office.

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     Section 3.03.  Board Meetings; Place and Notice.  Meetings of the Board of
Directors may be held from time to time at any place within or without the State
of Minnesota that the Board of Directors may designate.  In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the corporation, except as may be otherwise
unanimously agreed orally or in writing or by attendance.  The Chairman of the
Board, the President, or directors comprising at least one third of the number
of directors then in office may call a Board meeting by giving five (5) days,
notice if by mail or two (2) days, notice if by telephone, telex, telegram or in
person, to all directors of the day or date and time of the meeting.  The notice
need not state the purpose of the meeting.  If a meeting schedule is adopted by
the Board, or if the date and time of a Board meeting has been announced at a
previous meeting, no notice is required.

     Section 3.04.  Action Without Meeting.  An action required or permitted to
be taken at a Board meeting may be taken by written action signed by all of the
directors.  Any such written action is effective when signed by the required
number of directors, unless a different effective time is provided in the
written action.

     Section 3.05.  Waiver of Notice.  A director may waive notice of a meeting
of the Board.  A waiver of notice by a director is effective, whether given
before, at or after the meeting and whether given in writing, orally or by
attendance.

     Section 3.06.  Quorum.  A majority of the directors currently holding
office is a quorum for the transaction of business.  If a quorum is present when
a duly called or held meeting is convened, the directors present may continue to
transact business until adjournment, even though withdrawal of directors
originally present leaves less than the proportion or number otherwise required
for a quorum.

     Section 3.07.  Vacancies.  Vacancies on the Board resulting from the death,
resignation or removal of a director may be filled by the affirmative vote of a
majority of the remaining directors, even though less than a quorum.  Each
director elected under this Section to fill a vacancy shall hold office until a
qualified successor is elected by the shareholders at the next regular or
special meeting of the shareholders.


                                   ARTICLE IV
                                        
                                    OFFICERS

     Section 4.01.  Numbers.  The officers of the corporation shall consist of a
President and may also consist of one or more Vice Presidents, a Secretary and
Chief Financial Officer.  The Board may elect or appoint any officers it deems
necessary for the operation and management of the corporation, each of whom
shall have the powers, rights, duties, responsibilities and terms of office
determined by the Board from time to time.  Any number of officers or functions
of those offices may be held or exercised by the same person.


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     Section 4.02.  Election and Term of Office.  The Board of Directors shall
from time to time elect a President and may elect one or more Vice Presidents, a
Secretary and Chief Financial Officer and any other officers or agents the Board
deems necessary.  Such officers shall hold their offices until their successors
are elected and qualified.

     Section 4.03.  President.  Unless otherwise stipulated, the President shall
be the chief executive officer of the corporation and shall have responsibility
for the general active management of the corporation.  When present, he shall
preside at all meetings of the shareholders, and unless a Chairman of the Board
of Directors has been elected and is present, shall preside
at all meetings of the Board of Directors and see that all orders and
resolutions of the Board of Directors are carried into effect.  The President,
unless some other person is specifically authorized by vote of the Board of
Directors, shall sign all certificates of stock, bonds, deeds, mortgages,
agreements, modification of mortgage agreements, leases, and contracts of the
corporation.  The President, if no Secretary has been elected, shall maintain
records of and whenever necessary, shall certify all proceedings of the Board of
Directors and the shareholders.  The President shall perform such other duties
as the Board of Directors shall designate.

     Section 4.04.  Vice President.  If a Vice President or Vice Presidents have
been elected, they shall have such powers and perform such duties as may be
prescribed by the Board of Directors or by the President.  In the event of
absence or disability of the President, Vice Presidents shall succeed to the
Board President's power and duties in the order designated by the Board of
Directors.

     Section 4.05.  Secretary.  If a Secretary has been elected, the Secretary
shall keep accurate minutes of all meetings of the shareholders and the Board of
Directors, shall give proper notice of meetings of shareholders and directors,
and shall perform such other duties and have such other powers as the Board of
Directors or the President may from time to time prescribe.  In the Secretary's
absence at any meeting, the President, an Assistant Secretary or a Secretary Pro
Tempore shall perform the Secretary's duties.

     Section 4.06.  Chief Financial Officer.  The Chief Financial Officer shall
keep accurate financial records of the corporation; deposit all money, drafts
and checks in the name of and to the credit of the corporation in the banks and
depositories designated by the Board of Directors; endorse for deposit all
notes, checks and drafts received by the corporation as ordered by the Board of
Directors, making proper vouchers therefor; and disburse corporate funds and
issue checks and drafts in the name of the corporation, as ordered by the Board
of Directors.  The Chief Financial Officer shall perform such other duties and
have such other powers as the Board of Directors or the President may from time
to time prescribe.

     Section 4.07.  Removal and Vacancies.  Any officer may be removed from
office by a majority of the whole Board of Directors, with or without cause.
Such removal, however, shall be without prejudice to the contract rights of the
person so removed.  If there is a vacancy among the officers of the
corporation by reason of death, resignation or otherwise, such vacancy may be
filled for the unexpired term by the Board of Directors.

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     Section 4.08.  Delegation of Authority.  An officer elected or appointed by
the Board may delegate some or all of the duties or powers of such office to
other persons, provided that such delegation is in writing.


                                    ARTICLE V
                                        
                            SHARES AND THEIR TRANSFER

     Section 5.01.  Certificates for Shares.  Every shareholder of this
corporation shall be entitled to a certificate, to be in such form as prescribed
by law and adopted by the Board of Directors, certifying the number of shares of
the corporation owned by such shareholder.  The certificates shall be numbered
in the order in which they are issued and shall be signed by the President.  If
a Secretary has been elected, the certificates may also be signed by the
Secretary.  Every certificate surrendered to the corporation for exchange or
transfer shall be canceled and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
has been so canceled.

     Section 5.02.  Transfer of Shares.  Transfer of shares on the books of the
corporation may be authorized by the shareholder named in the certificate or the
shareholder's legal representative, and upon surrender of the certificate or the
certificates for such shares.  Subsequent to consent, the corporation may treat,
as the absolute owner of the shares of the corporation, the person or persons in
whose name or names the shares are registered on the books of the corporation.

     Section 5.03.  Lost Certificates.  A new share certificate may be issued in
place of one that is alleged to have been lost, stolen or destroyed, but only in
accordance with applicable law and such other reasonable requirements imposed by
the Board of Directors.

                                   ARTICLE VI
                                        
                                   AMENDMENTS

     Section 6.01.  Subject to the power of shareholders to adopt, amend, or
repeal these Bylaws as provided in Minnesota Statutes Section 302A.181,
subdivision 3, any Bylaw may be amended or repealed by the Board of Directors at
any meeting, provided that, after adoption of these Bylaws by the shareholders
of the Company, the Board shall not adopt, amend, or repeal a Bylaw fixing a
quorum for meetings for shareholders, prescribing procedures for removing
directors or filling vacancies in the Board, or fixing the number of directors
or their classifications, qualifications or terms of office.


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                                   ARTICLE VII
                                        
                                 INDEMNIFICATION

     Section 7.01.  Any person who at any time shall serve or shall have served
as director, officer or employee of the corporation, or of any other enterprise
at the request of the corporation, and the heirs, executors and administrators
of such person shall be indemnified by the corporation, in accordance with and
to the fullest extent permitted by Minnesota law as it may be amended from time
to time.