SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended
April 30, 2001
Commission File Number 0-11518 PPT VISION, INC.(Exact name of registrant as specified in
  its charter)MINNESOTA
  41-1413345(State or other jurisdiction of 
  incorporation or organization)
  (I.R.S. Employer
  Identification Number)12988 Valley View
  Road              Eden Prairie,
  Minnesota  55344(Address of principal executive
  offices)     (Zip Code)(952) 996-9500(Registrant's telephone number including
  area code)
  Indicate by check
mark 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
last 90 days. YesxNoo Shares of $.10
par value common stock outstanding at May 31, 2001: 5,479,782    INDEX
PPT VISION, INC.Part I.
  Financial InformationItem 1.
  Financial StatementsBalance Sheets as of April 30, 2001 andOctober 31, 2000Income Statements for the Three and
  Six Months EndedApril
  30, 2001 and April 30, 2000Statements of Cash Flows for
  the Six Months EndedApril 30, 2001 and April 30,
  2000Notes to
  Interim Financial Statements-April 30, 2001Item 2.
  Management's
  Discussion and Analysis of FinancialCondition and Results of OperationsItem
  3.
  Quantitative
  and Qualitative Disclosures about 
  Market RiskPart II.
  Other InformationItem 1.
  Legal ProceedingsItem
  2.
  Changes
  in Securities and Use of ProceedsItem 3.
  Defaults Upon
  Senior SecuritiesItem
  4.
  Submission
  of Matters to a Vote of Security HoldersItem 5.
  Other InformationItem 6.
  Exhibits and
  Reports on Form 8-KSignatures

PPT
VISION, INC.BALANCE SHEETS

April
  30, 2001
  October
  31, 2000ASSETS
  (unaudited)Cash and cash equivalents
  $3,617,000
  $1,818,000Restricted cash
  400,000
  400,000Investments
  904,000
  3,072,000Accounts receivable, net
  4,171,000
  5,202,000Inventories:Manufactured and purchased parts
  2,666,000
  2,615,000Work-in-process
  370,000
  275,000Finished goods
  -
  -Inventories, net.
  3,036,000
  2,890,000Other current assets
  660,000
  325,000Total
  current assets
  12,788,000
  13,707,000Fixed assets, net
  2,178,000
  2,464,000Other assets, net
  3,104,000
  3,241,000Total assets
  $18,070,000
  $19,412,000LIABILITIES AND SHAREHOLDERS' EQUITYAccounts payable and accrued expenses
  $2,060,000
  $2,258,000Deferred revenue
  280,000
  283,000Total current
  liabilities
  2,340,000
  2,541,000Shareholders' equity:Common stock
  548,000
  548,000Capital in excess of par value
  30,062,000
  30,062,000Accumulated deficit
  (14,780,000)
  (13,739,000)Accumulated other comprehensive loss
  (100,000)
  -Total shareholders'
  equity
  15,730,000
  16,871,000Total liabilities
  and shareholders' equity
  $18,070,000
  $19,412,000See accompanying
notes to condensed financial statements

PPT VISION, INC. INCOME STATEMENTS
(UNAUDITED)



Three
  Months Ended
  Six
  Months EndedApril
  30,
  April
  30,2001
  2000
  2001
  2000Net revenues
  $4,438,000
  $4,125,000
  $9,239,000
  $8,232,000Cost of sales
  2,057,000
  1,819,000
  4,296,000
  3,595,000Gross profit
  2,381,000
  2,306,000
  4,943,000
  4,637,000Expenses:Sales
  and marketing
  1,237,000
  1,137,000
  2,418,000
  2,226,000General
  and administrative
  566,000
  554,000
  1,189,000
  1,040,000Research
  and development
  1,242,000
  1,284,000
  2,503,000
  2,539,000Non-recurring
  charges
  --
  200,000
  --
  380,000Total
  expenses
  3,045,000
  3,175,000
  6,110,000
  6,185,000Loss from
  operations
  (664,000)
  (869,000)
  (1,167,000)
  (1,548,000)Interest income
  68,000
  115,000
  119,000
  251,000Other income
  (expense), net
  (1,000)
  49,000
  6,000
  52,000Net loss before
  taxes
  (597,000)
  (705,000)
  (1,042,000)
  (1,245,000)Income tax expense
  (benefit)
  -
  -
  -
  -Net loss
  $(597,000)
  $(705,000)
  $(1,042,000)
  $(1,245,000)Per share data:Common shares
  outstanding
  5,480,000
  5,267,000
  5,480,000
  5,262,000Common and
  common equivalent shares outstanding
  5,480,000
  5,267,000
  5,480,000
  5,262,000Basic loss per
  share
  $(0.11)
  $(0.13)
  $(0.19)
  $(0.24)Diluted loss per
  share
  $(0.11)
  $(0.13)
  $(0.19)
  $(0.24)See accompanying
notes to condensed financial statements

PPT
VISION, INC.STATEMENTS OF CASH FLOWS
(UNAUDITED)



Six
  Months
  Six
  MonthsEnded
  EndedApril
  30, 2001
  April
  30, 2000Net loss
  $(1,042,000)
  $(1,245,000)Adjustments to
  reconcile net loss to netcash
  provided by (used in) operating activities:Depreciation
  and amortization
  703,000
  505,000Accrued
  interest income
  61,000
  30,000Change in assets
  and liabilitiesAccounts
  receivable
  1,031,000
  (746,000)Inventories
  (146,000)
  (212,000)Other
  assets.
  (434,000)
  (90,000)Accounts
  payable and accrued expenses
  (198,000)
  (882,000)Deferred
  revenue
  (2,000)
  363,000Total
  adjustments
  1,015,000
  (1,032,000)Net
  cash used in operating activities
  (27,000)
  (2,277,000)Cash flows from
  investing activities:Purchase
  of fixed assets
  (229,000)
  (494,000)Purchase
  of investments.
  -
  (2,643,000)Sales
  and maturities of investments
  2,107,000
  4,622,000Net
  investment in other long-term assets
  (52,000)
  (42,000)Net
  cash provided by investing activities
  1,826,000
  1,443,000Cash flows from
  financing activitiesProceeds
  from issuance of common stock
  --
  55,000Net
  cash provided by financing activities
  --
  55,000Net increase
  (decrease) in cash and cash equivalents
  1,799,000
  (779,000)Cash and cash
  equivalents at beginning of year
  1,818,000
  2,135,000Cash and cash
  equivalents at end of period
  $3,617,000
  $1,356,000See accompanying
notes to condensed financial statements

PPT
VISION, INC.NOTES TO CONDENSED FINANCIAL
STATEMENTS
(UNAUDITED)

April 30, 2001

NOTE A - DESCRIPTION OF BUSINESS

The Company designs,
manufactures, markets, and integrates 2D and 3D machine vision-based automated
inspection systems for manufacturing applications. Machine vision-based
inspection systems enable manufacturers to realize significant economic
paybacks by increasing the quality of manufactured parts and improving the
productivity of manufacturing processes. The Company operates through two
divisions. The Vision Systems Division (VSD) develops and applies 2D and 3D
vision technology for general purpose end-user and original equipment
manufacturer (OEM) applications in the manufacturing marketplace. The
Microelectronics Systems Division (MSD) develops and markets
application-specific inspection solutions utilizing the Company's core 2D and
3D vision technology for three target markets: inspection of leaded and bumped
components in the semiconductor back-end manufacturing process, inspection of
surface-mount electronic connectors, and inspection of components used in hard
disk drives. The Company's vision systems are sold throughout the Americas,
Europe and Asia to a broad range of industry categories including manufacturers
of automotive, electronic and semiconductor components, consumer goods,
pharmaceuticals, medical devices and plastics.

NOTE B - BASIS OF PRESENTATION

The accompanying unaudited
condensed financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.

The Balance Sheet at October 31,
2000 has been derived from the Company's audited financial statements for the
fiscal year ended October 31, 2000 but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

For further information, refer to
the financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended October 31, 2000.

NOTE C - COMPREHENSIVE LOSS

Three Months Ended
  Six Months EndedApril 30,
  April 30,2001
  2000
  2001
  2000Net loss
  ($597,000)
  $(705,000)
  $(1,042,000)
  $(1,245,000)Other comprehensive loss:Unrealized
  loss on derivative transactions
  (112,000)
  --
  (100,000)
  --Change in
  unrealized value of investments, net
  --
  8,000
  --
  (2,000)Total comprehensive loss
  $(709,000)
  $(697,000)
  $(1,142,000)
  $(1,247,000)NOTE D - FINANCIAL INSTRUMENTS
AND RISK MANAGEMENT

Effective November 1, 2000, the
Company adopted SFAS No. 133 - "Accounting for Derivative Instruments and
Hedging Activities" which requires that all derivative financial
instruments, such as foreign exchange contracts, be recognized in the financial
statements and measured at fair value regardless of the purpose or intent for
holding them. Changes in the fair value of derivative financial instruments are
either recognized periodically in income or shareholders' equity (as a component
of other comprehensive income).

As part of the Company's risk
management programs, the Company uses forward exchange contracts. The Company
does not hold or issue derivative financial instruments for trading purposes.
The Company uses forward exchange contracts to hedge against the currency risk
associated with firmly committed Japanese yen transactions. In accordance with
SFAS No. 133, the forward exchange contracts are recognized at fair value with
the gain or loss on the contracts being deferred in other comprehensive income.
The Company measures hedge effectiveness of forward exchange contracts based on
the forward price of the underlying currency. No gains or losses were
recognized in earnings for the period ended April 30, 2001 as hedges were 100%
effective. The fair values of the contracts were $207,575 at April 30, 2001.
These fair values were calculated based on the change in spot rates since the
inception of the contracts and were not materially different than the fair
values calculated based on the discounted change in forward rates as required
under SFAS No. 133.

Foreign Currency Exchange Rate
Risk.

Historically, the Company's
international sales, which are primarily in Europe, South America, Japan and
Southeast Asia, have been transacted in U.S. Dollars. However, during fiscal
2000 the Company entered into forward foreign exchange contracts in Japanese
Yen to hedge currency exposures associated with specific contracts denominated
in Japanese Yen. These contracts are used to reduce the Company's risk
associated with exchange rate movements, as the gains or losses on these
contracts are intended to offset the exchange rate losses or gains on the
underlying transactions. The Company does not engage in foreign currency
speculation. Foreign currency fluctuations did not have a material impact on
the Company's results of operations and financial position for the first six
months of fiscal 2001. Refer to Note D of "Notes to Condensed Financial
Statements (Unaudited)" for additional discussion.

NOTE E - NEW ACCOUNTING
PRONOUNCEMENTS

In December 1999, the Securities
and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 101 (SAB
101), "Revenue Recognition in Financial Statements." SAB 101
summarizes certain of the SEC's views in applying generally accepted accounting
principles to revenue recognition in financial statements. In October 2000, the
SEC issued additional written guidance to further supplement SAB 101.
Accordingly, the Company is continuing to evaluate the potential impact of SAB
101 on the Company's results of operations and financial position. The Company
is required to adopt SAB 101 in the fourth quarter of fiscal 2001. Based on the
Company's preliminary assessment, the Company believes the implementation of
SAB No. 101 is not expected to have any material effect on the Company's
revenues or revenue recognition policy.

Item 2

MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Net revenues increased 8% to
$4,438,000 for the three-month period ended April 30, 2001, compared to net
revenues of $4,125,000 for the same period in fiscal 2000. Net revenues
increased 12% to $9,239,000 for the six-month period ended April 30, 2001,
compared to $8,232,000 for the same period in fiscal 2000. Unit sales of the
Company's machine vision systems increased to 266 for the second quarter of
fiscal 2001 versus 174 for the same period in fiscal 2000. Unit sales for the
six-month period ended April 30, 2001 increased to 550 versus 364 for the same
period in fiscal 2000. The increase in the number of units sold during the
quarter and six-month period ended April 30, 2001 is attributed to stronger
performance internationally in the Company's core markets, primarily electronic
component manufacturing.

Net revenues for the six-month
period ended April 30, 2001 decreased 24% in the U.S and increased 57% outside
the U.S. compared to the same period in fiscal 2000. Sales to customers outside
the U.S. represented 62% of gross revenues for the first six-months of fiscal
2001, compared to 44% for the same period in fiscal 2000.

The Company's visibility
regarding revenue results in the second half of fiscal 2001 is currently very
limited. Several of the Company's largest customers who drove record levels of
revenues in fiscal 2000 have substantially cut back capital spending. Thus, it
is possible that revenues in the second half of fiscal 2001 may be as much as
40% below revenues in the first half of fiscal 2001. This is primarily a result
of lower order levels reflective of a slowdown in capital spending in the
electronics manufacturing sector of the global economy.

Gross profit increased 3% to
$2,381,000 for the three-month period ended April 30, 2001, compared to
$2,306,000 for the same period in fiscal 2000. For the six-month period ended
April 30, 2001 gross profit increased 7% to $4,943,000, compared to $4,637,000
for the same period in fiscal 2000. As a percentage of net revenues, the gross
profit for the second quarter of fiscal 2001 decreased to 54% compared to 56%
in the same period in fiscal 2000. For the six-month period ended April 30,
2001 gross profit as a percentage of net revenues decreased to 54% compared to
56% in the same period in fiscal 2000. The increase in gross profit in absolute
dollars for the three and six month periods ended April 30, 2001 is attributed
to the increase in net revenues offset by a lower gross profit percentage
realized in the first half of fiscal 2001. The lower gross profit as a
percentage of net revenues is primarily due to a higher proportion of net
revenues generated internationally where the Company generally sells its
product through a network of distributors who typically receive a discount
resulting in lower average selling prices compared to domestic revenues. The
Company anticipates that the gross profit as a percentage of net revenues to
decline by approximately three to five percent during the second half of fiscal
2001 as a result of the lower net revenues expected as discussed above.

Sales and marketing expenses
increased 9% to $1,237,000 for the three-month period ended April 30, 2001,
compared to $1,137,000 for the same period in fiscal 2000. For the six-month
period ended April 30, 2001, sales and marketing expenses increased 9% to
$2,418,000, compared to $2,226,000 for the same period in fiscal 2000. As a
percentage of net revenues, sales and marketing expenses remained constant at
28% for both the second quarter of fiscal 2001 and fiscal 2000. For the
six-month period ended April 30, 2001, sales and marketing expenses as a
percentage of net revenues decreased to 26%, compared to 27% for the same
period in fiscal 2000. The slight decrease in expenses as a percentage of net
revenues for the six-month period ended April 30, 2001 is attributed to the
increase in net revenues. Also contributing to this decline is the increase in
international revenues which typically have a lower cost of selling resulting
from the Company's use of international distributors. The Company expects sale
s and marketing expenses in absolute dollars to decline during the second half
of fiscal 2001 by approximately 10% as a result of cost reduction measures
implemented in May 2001. Additionally, any corresponding increase or decline in
sales and marketing expenditures beyond this current expectation will be driven
by the level of net revenues achieved in fiscal 2001.

General and administrative
expenses increased 2% to $566,000 for the three-month period ended April 30,
2001, compared to $554,000 for the same period in fiscal 2000. For the
six-month period ended April 30, 2000, general and administrative expenses
increased 14% to $1,189,000, compared to $1,040,000 for the same period in
fiscal 2000. As a percentage of net revenues general and administrative
expenses remained constant at 13% for both the three and six month periods
ended April 30, 2001 and 2000. The increase in expenditures in absolute dollars
is primarily attributable to increases associated with the Company's revenue
growth along with amortization expense related to the Company's SMI patent
which commenced in June 2000. The SMI patent is being amortized on a
straight-line basis over a ten year period resulting in an incremental $75,000
of amortization expense per quarter. The Company expects general and
administrative expenses for the balance of fiscal 2001 to decline slightly in
absolute dollars as a result of cost reductions measures implemented in May
2001.

Research and development expenses
decreased 3% to $1,242,000 for the three-month period ended April 30, 2001, compared
to $1,284,000 for the same period in fiscal 2000. For the six-month period
ended April 30, 2001, research and development expenses decreased to $2,503,000
compared to $2,539,000 for the same period in fiscal 2000. As a percentage of
net revenues, research and development expenses decreased to 28% for the second
quarter of fiscal 2001, compared to 31% for the second quarter of fiscal 2000.
For the six-month period ended April 30, 2001, research and development expense
as a percentage of net revenues decreased to 27%, compared to 31% for the same
period in fiscal 2000. As a result of cost containment measures implemented in
May 2001, the Company expects research and development expenses in absolute
dollars to decline slightly during the second half of fiscal 2001 as compared
to the first six-months of fiscal 2001.

Non-recurring charges for the
three and six month periods ended April 30, 2000 consist entirely of costs and
expenses incurred in connection with the Company's defense and settlement of
the patent infringement lawsuit brought by National Instruments Corporation and
the Company's defense and settlement of the breach of contract lawsuit brought
by Integrated Electronic Technologies. Both lawsuits were settled during the
quarter ended July 31, 2000.

Interest income decreased 41% to
$68,000 for the three-month period ended April 30, 2001, compared to $115,000
for the same period in fiscal 2000. For the six-month period ended April 30,
2001 interest income decreased to $119,000, compared to $251,000 for the same
period in fiscal 2000. The decrease in interest income is related to a
reduction in the balances in cash and cash equivalents and investments.

The Company did not record an
income tax benefit or expense for either of the first three-months ended April
30, 2001 or the three or six month periods ended April 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES

Working capital decreased to
$10,448,000 at April 30, 2001 from $11,166,000 at October 31, 2000. The Company
financed its operations during the first six- months of fiscal 2001 through
internally generated cash flow and existing cash and cash equivalents. Net cash
used in operating activities during the first six months of fiscal 2001 was
$27,000. Accounts receivable decreased $1,031,000 primarily due to lower
sequential net revenues and strong collections realized during the first half
of fiscal 2001. Inventories increased $146,000 during the first six-months of
fiscal 2001 due to the purchase of inventory items with extended delivery lead
times. Other current assets increased $434,000 primarily due to the netting of
derivative contracts. Accounts payable and accrued expenses decreased by
$198,000. The decrease in accounts payable and accrued expenses primarily
results from the reduction of accounts payables and accruals established at the
previous fiscal year-end.

Net cash provided by investing
activities was $1,826,000, primarily due to the maturity of investments and the
purchase of fixed assets, mainly consisting of computer, lab and manufacturing
equipment. The Company anticipates that it will continue to reduce capital
expenditures over the course of fiscal 2001 compared to the previous fiscal
year.

The Company believes that the
reduction in operating costs achieved from the cost reduction measures taken in
May 2001, will enable the Company to meet its obligations through the next
twelve months. However in the event the current revenue expectations worsen the
Company may need to implement further cost reduction measures.

The Company incurred a net loss
of $597,000 for the quarter ended April 30, 2001, and has an accumulated
deficit of $14,780,000 as of April 30, 2001. The Company expects to incur
losses for the remainder of its current fiscal year. There can be no assurance
that the Company will not incur additional losses for a longer period, will
generate positive cash flow from its operations, or that the Company will
attain or thereafter sustain profitability in any future period. To the extent
the Company continues to incur losses or grows in the future, its operating and
investing activities may use cash and, consequently, such losses or growth will
require the Company to obtain additional sources of financing in the future or
to reduce operating expenses.

FORWARD LOOKING STATEMENTS

This Form 10-Q contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements regarding the Company's expectations, beliefs, intentions or
strategies regarding the future. Forward-looking statements include, without
limitation, statements regarding the extent and timing of future revenues and
expenses and customer demand. These statements include, but are not limited to,
changes in worldwide general economic conditions, cyclicality of capital
spending by customers, PPT VISION's ability to keep pace with technological
developments and evolving industry standards, worldwide competition, and PPT
VISION's ability to protect its existing intellectual property from challenges
from third parties and other factors.

All forward-looking statements
included in this document are based on information available to the Company as
of the date hereof, and the Company assumes no obligation to update any such
forward-looking statements. It is important to note that the Company's actual
results could differ materially from those in such forward-looking statements.
The forward-looking statements of the Company are subject to risks and
uncertainties. Some of the factors that could cause future results to
materially differ from the Company's recent results or those projected in the
forward-looking statements are detailed in our Annual Report on Form 10-K for
the year ended October 31, 2000, filed with the SEC.

Item 3: Quantitative and Qualitative
Disclosures about Market Risk.

The Company believes it does not
have material exposure to quantitative and qualitative market risks. The
carrying amounts reflected in the balance sheets of cash and cash equivalents,
investments, trade receivables and trade payables approximate fair value at
April 30, 2001 due to the short maturities of these instruments.

Interest Rate Risk

The primary objective of our
investment activities is to maintain the safety of principal and preserve
liquidity while maximizing yields without significantly increasing risk. This
is accomplished by investing in marketable investment grade securities.

The Company's cash and
investments include cash equivalents, which the Company considers to be
investments purchased with original maturities of three months or less. As of
April 30, 2001, cash equivalents consisted of cash held in an interest bearing
money market account and investment grade commercial paper. Investments having
original maturities in excess of three months are stated at fair value which is
approximately the same as amortized cost, and are classified as available
for-sale. As of June 14, 2001, the Company held one medium term note with an
original maturity in excess of three months which will mature within one year.
The fair value of investments at April 30, 2001 is $904,000.

Given the short maturities and
investment grade quality of the portfolio holdings at April 30, 2001, as well
as the Company's policy of holding rate sensitive instruments to maturity, a
100 basis point rise in interest rates would not be expected to have a material
adverse impact on the fair value of the Company's investment portfolio. As a
result, the Company does not currently hedge these interest rate exposures.

Foreign Currency Exchange Rate
Risk.

Historically, the Company's
international sales, which are primarily in Europe, South America, Japan and
Southeast Asia, have been transacted in U.S. Dollars. However, during fiscal
2000 the Company entered into forward foreign exchange contracts in Japanese
Yen to hedge currency exposures associated with specific contracts denominated
in Japanese Yen. These contracts are used to reduce the Company's risk
associated with exchange rate movements, as the gains or losses on these
contracts are intended to offset the exchange rate losses or gains on the
underlying contracts. The Company does not engage in foreign currency
speculation. Foreign currency fluctuations did not have a material impact on
our results of operations and financial position for the first six months of
fiscal 2001. Also, refer to Note D of Notes to Condensed Financial Statements
(Unaudited) "Financial Instruments and Risk Management" for
additional discussion.

PART II. Other Information

Item
1: LEGAL PROCEEDINGS

None.Item 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

None.Item 3: DEFAULTS UPON SENIOR SECURITIES

Not
ApplicableItem 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS

On March
15, 2001, the Company held its Annual Meeting of Shareholders. At the meeting
the following actions were taken:(a)         The following persons were re-elected
or elected to the Company's Board of Directors receiving the votes set forth
opposite their names:For
  WithheldJoseph C. Christenson
  4,657,155
  409,620Robert Heller
  4,660,955
  405,820David Malmberg
  4,658,955
  407,820Peter R. Peterson
  4,644,250
  422,525Based on
the voting results, each of the directors nominated was elected.(b)        Proposal to grant full voting rights to
shares of PPT VISION, Inc, common stock held by Mr. Peter R. Peterson, a
director and founder of the Company, pursuant to the Minnesota Control Share
Acquisition Act.For
  2,671,418Against
  492,258Abstain
  7,767Based on
the voting results, proposal #2 was not approved. The voting requirements for
Proposal #2 were an affirmative vote, of the holders of a majority of all the
outstanding common stock; and the affirmative vote, of a majority of all the
outstanding common stock, excluding "interested shares" as defined in
the Minnesota Statute. Under the Minnesota Statutes, "interested
shares" consist of shares owned by the acquiring person (i.e. Mr.
Peterson), by officers of the Company and any employee of the Company who is
also a director. The votes "For" proposal #2 above include 1,304,400
interested shares. Neither voting requirements noted above for proposal #2 was
met.Item 5: OTHER INFORMATION

None.Item 6: EXHIBITS AND REPORTS
ON FORM 8-K

(a)
Exhibits:None.(b)
Reports on Form 8-KNone.

SIGNATURESPursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.

PPT VISION, INC.Date: June 14, 2001/s/Richard R. PetersonRichard R.
  PetersonChief Financial
  Officer(principal
  financial and
     accounting officer)