<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549
                                    ---------
                                    FORM 10-K/A-1
(Mark One)
/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended          September 30, 1995
                          ------------------------------------------------------
                                       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 0-8623
                                                 ------
                          Robotic Vision Systems, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                Delaware                               11-2400145
------------------------------------------------   -----------------------------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)               Identification No.)

425 Rabro Drive East, Hauppauge, New York                 11788
------------------------------------------------   -----------------------------
(Address of principal executive offices)               (Zip Code)

Registrant's  telephone number, including area code  (516) 273-9700
                                                   -----------------------------
--------------------------------------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:
                                             Name of each exchange on which
           Title of each class                         registered
           -------------------               ------------------------------

                  None
-----------------------------------    -----------------------------------------

-----------------------------------    -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:

          Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
                                (Title of class)


--------------------------------------------------------------------------------
                                (Title of class)

     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 past 90 days.  Yes  X  No
                                               ---    ---

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendments to this Form 10-K.  / /

          APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
               PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the Registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.  Yes    No
                                       ---   ---
                              ----------------------
     The number of shares outstanding of the Registrant's common stock is
16,114,124 (as of  1/24/96   ).

     The aggregate market value of the voting stock held by nonaffiliates of
the Registrant is $297,226,994 (as of   1/24/96   ).

                       DOCUMENTS INCORPORATED BY REFERENCE

<PAGE>

                               PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Set  forth below is information concerning each of the  directors
and  executive officers of Robotic Vision Systems, Inc. ("RVSI" or  the
"Company").

<TABLE>
<CAPTION>
                                DIRECTOR
NAME                    AGE     SINCE       POSITIONS AND OFFICES
----                    ---     --------    ---------------------
<S>                     <C>     <C>         <C>
Pat V. Costa             52      1984        Chairman of the Board,
                                             President, Chief
                                             Executive Officer

Frank A. DiPietro        69      1992        Director

Donald F. Domnick        74      1988        Director

Jay M. Haft              60      1977        Director

Donald J. Kramer         63      1995        Director

Mark J. Lerner           43      1994        Director

Ofer Gneezy              44      1995        Director

Howard Stern             58      1981        Senior Vice President
                                             and Director

Robert H. Walker         60      1990        Executive Vice President,
                                             Secretary, Treasurer and
                                             Director

Steven J. Bilodeau       37       -          President,  RVSI  Electronics Division

Earl H. Rideout          49       -          Vice President

William E. Yonescu       53       -          Vice President

</TABLE>

      PAT V. COSTA has served as President, Chief Executive Officer and
Chairman  of  RVSI's  Board of Directors (the "RVSI Board") since  July  1984.
Prior thereto and from 1977, Mr. Costa was employed by GCA Corporation, most
recently  in  the capacity of Executive Vice President.   GCA  is engaged  in
the  manufacturing of various  electronic  instrumentation equipment and
systems.

     FRANK A. DIPIETRO began his career with General Motors Corporation ("GM")
in 1944.  During his forty-six year career with GM, he was actively involved in
automobile assembly and manufacturing engineering systems.  He retired in 1990
and continues as a consultant in laser systems in several industries. At the
time of his retirement, Mr. DiPietro held the position of Director of
Manufacturing Engineering, Chevrolet-Pontiac-Canada Car Group, for GM.

                                       1

<PAGE>

      DONALD F. DOMNICK served as Vice President of Caterpillar, Inc. from
1977 through 1985. Mr. Domnick, who has been retired since 1985, is also a
fellow of the Society of Manufacturing Engineers, is a Director of
Midstate College in Peoria, Illinois and is on the Board of Advisors of St.
Francis Medical Center.

      OFER GNEEZY has been since September 1995, when Acuity Imaging,
Inc. ("Acuity") merged with a wholly-owned subsidiary of the Company,
an officer of Acuity. Prior to the Acuity merger, Mr. Gneezy was
President and a Director of Acuity from January 1994 to September
1995,  Chief  Executive Officer of Automatix  Incorporated,  the
predecessor of Acuity, from September 1990 to January 1994, and
Treasurer of Automatix from March 1991 to January 1992. Mr. Gneezy's
employment with Automatix dates back to January 1980.

      JAY M. HAFT has been interim Chief Executive Officer of Noise
Cancellation Technologies Inc., a noise attenuation and vibration
control company ("NCT"), since November 1994. Since January 1994, Mr.
Haft has been of Counsel to the law firms of Ruden, McClosky, Smith,
Schuster & Russell, P.A. in Fort Lauderdale, Florida and Parker Duryee
Rosoff & Haft, RVSI's counsel, in New York, New York. Prior thereto,
Mr. Haft was a partner of Parker Duryee Rosoff & Haft from September
1991 through December 1994 and a partner in the New York law firm of
Rivkin, Radler, Dunne & Bayh from 1988 to August 1991.  Mr. Haft
currently serves as a member of the Board of Directors of NCT, Extech,
Inc., a hotel management company, CAS Medical Systems, a medical
devices company, Nova Technologies, Inc., a patient care equipment
company, Viragen, Inc., a proprietary drug company, and Oryx Technology
Corporation, a materials sciences company.

      DONALD J. KRAMER, prior to the Acuity merger, was Chairman of the
Board of Directors of Acuity from January 1994 to September 1995.  Mr.
Kramer served as a Director of Itran Corp. from 1982 until its merger
with Automatix in January 1994. Mr. Kramer has been a private
consultant and special limited partner of TA Associates, a private
equity capital firm located in Boston, Massachusetts, since January
1990. For the previous five years, Mr. Kramer was a general partner of
TA Associates.  Mr. Kramer is also a director of Varitronic Systems,
Inc. and several privately held companies.

     MARK J. LERNER has been President of Morgen, Evan & Company, Inc.,
an investment banking firm which focuses on Japanese-U.S. transactions,
since 1992. Prior thereto and from 1990, he was a managing director at
Chase Manhattan Bank where he headed the Japan corporate finance group.
From 1982 to 1990 Mr. Lerner worked in the Investment Banking Division
of Merrill Lynch as head of its Japan Group, coordinating its New York-
based Japanese activities with professionals in Tokyo and London.

     HOWARD STERN has been Senior Vice President and Technical Director
of the Company since December 1984. Prior thereto and from 1981, he
was Vice President of the Company.

      ROBERT H. WALKER is and has been Executive Vice President and
Secretary-Treasurer of the Company since December 1986. Prior thereto
and from December 1984 he was Senior Vice President of the Company.
From 1983 to 1985 he also served as Treasurer. Mr. Walker is also a
Director of Tel Instrument Electronics Corporation, a publicly-owned
company.

      STEVEN J. BILODEAU is and since October 1995 has been President,
RVSI Electronics Division. Prior thereto and from December 1986, he
was Executive Vice President of the Company. Between April 1985 and
December 1986, he served the Company in various capacities, most
recently as Vice President of Operations.

                                       2

<PAGE>

     EARL H. RIDEOUT is and since February 1989 has been Vice President
of the Electronics Group for the Company. Prior thereto and from 1986
he was Executive Vice President of Vitronics Corporation, a firm
engaged in the manufacture and distribution of solder reflow ovens for
the electronics industry. From 1984 to 1986 he was President and Chief
Operating Officer of Testamatic Corporation, a manufacturer of bare
board test equipment.

      WILLIAM E. YONESCU is and since June 1991 has been Vice President
for New Product Development of the Company. Prior thereto and from
March 1984, he was Research and Development Manager of the Company.

      As long as it is the beneficial owner of at least 5% of the
Company's issued and outstanding Common Stock, GM has the right to
designate a representative for nomination to serve on the RVSI Board.
GM has not yet designated such a representative for the current year.

      All directors hold office until the next annual meeting of
stockholders and the election and qualification of their successors.
Executive officers are elected annually by the RVSI Board to hold office
until the first meeting of the RVSI Board following the next annual meeting
of stockholders and until their successors are chosen and qualified.

      Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of
the Company's Common Stock, to file reports of ownership and changes in
ownership  with the Securities and Exchange Commission  ("SEC").
Officers, directors and greater than 10% stockholders are required by
the SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

     Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that no
Forms 5 were required for those persons, the Company believes that
during the fiscal year ended September 30, 1995, all filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with except that Mr. Lerner was not
timely in his filing of two monthly reports of one transaction per
report.

                                       3

<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

      Set forth below is the aggregate compensation for services
rendered in all capacities to the Company during its fiscal years ended
September 30, 1995, 1994 and 1993 by its Chief Executive Officer and
each of its four most highly compensated executive officers whose
compensation exceeded $100,000 during its fiscal year ended September
30, 1995 (collectively, the "Named Officers").


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                              LONG  TERM COMPENSATION
                                                              ------------------------------------
                                  ANNUAL COMPENSATION                  AWARDS             PAYOUTS
                               ----------------------------   -----------------------    ---------
NAME AND                                        OTHER         RESTRICTED                 LONG TERM      ALL
PRINCIPAL             FISCAL                    ANNUAL        STOCK         NUMBER OF    INCENTIVE      OTHER
POSITION              YEAR     SALARY   BONUS   COMPENSATION  AWARDS        OPTIONS      PAYOUTS        COMPENSATION
---------------------------------------------------------------------------------------------------------------------
<S>                   <C>     <C>       <C>     <C>           <C>           <C>          <C>         <C>
Pat V Costa           1995    $180,494  $55,300     -           -              -            -        $177,250(1)(2)
 Chief Execu-         1994    $176,702  $36,000     -           -              -            -        $ 52,310(1)(2)
 tive Officer         1993    $169,218     -        -           -           100,000         -        $ 52,262(1)(2)

Steven J. Bilodeau    1995    $142,312  $45,000     -           -              -            -        $  2,250(2)
 Executive            1994    $139,260  $31,000     -           -              -            -        $  2,686(2)
 Vice President       1993    $133,426  $ 6,000     -           -            50,000         -        $  2,096(2)


Earl H. Rideout       1995    $124,080  $19,000     -           -              -            -        $    751(2)
 Vice President       1994    $112,127  $13,500     -           -              -            -              -
                      1993    $112,550     -        -           -            25,000         -              -

Howard Stern          1995    $120,322  $33,500     -           -              -            -         $  2,250(2)
 Senior Vice          1994    $117,787  $26,000     -           -              -            -         $  2,347(2)
 President            1993    $112,805     -        -           -            45,000         -         $  1,699(2)

Robert H. Walker      1995    $116,165  $36,000     -           -              -            -         $  2,250(2)
 Executive Vice       1994    $111,715  $26,000     -           -              -            -         $  1,785(2)
 President            1993    $102,082  $ 4,000     -           -            41,113         -         $  1,598(2)
</TABLE>

----------------

(1)   During fiscal 1992, the Company entered into a Stock Appreciation
Rights Agreement with Mr. Costa. Under the terms of this agreement,
Mr. Costa would receive a cash payment based on the appreciation in the
market value of the Company's Common Stock. The maximum cash payments
which could be made under this agreement were $50,000 for each of the
fiscal years ended September 30, 1993 and 1994, $75,000 for fiscal year
ended September 30, 1995 and $100,00 for fiscal year ending September
30, 1996, provided however, that the timing of these payments could
have been accelerated by the RVSI Board. Payments of $50,000 were made to
Mr. Costa for each of the years ended September 30, 1993 and 1994, and
payments for the year ended September 30, 1995 and the year ending
September 30, 1996, which aggregated $175,000, were made during fiscal 1995.
No further payments will be made against this agreement.
(2)   Represents accrued and vested payments under the Company's Stock
Ownership Plan.   For Mr. Costa, this amount equaled $2,262, $2,310
and $2,250 for the fiscal years ended September 30, 1993, 1994 and
1995, respectively.

                                       4

<PAGE>


     Set forth below is further information with respect to the
unexercised options to purchase the Company's Common Stock under the
Company's 1987 and 1991 stock option plans:


            AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                   AND FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>

                      NUMBER OF                                                        VALUE OF UNEXERCISED
                      SHARES                         NUMBER OF UNEXERCISED             IN-THE-MONEY OPTIONS
                      ACQUIRED                   OPTIONS AT SEPTEMBER 30, 1995         AT SEPTEMBER 30, 1995
                      ON            VALUE       -------------------------------     ----------------------------
NAME                  EXERCISE      REALIZED    EXERCISABLE       UNEXERCISABLE     EXERCISABLE    UNEXERCISABLE
----------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>         <C>               <C>               <C>            <C>
Pat V. Costa          34,601        $315,602      295,326            50,000         $6,466,532      $1,019,750

Steven J. Bilodeau    51,000        $507,375       71,000            25,000         $1,531,757      $  511,400

Earl H. Rideout       20,000        $182,500       25,494            22,500         $  545,462      $  479,725

Howard Stern          25,000        $224,828      103,330            22,500         $2,257,933      $  461,175

Robert H. Walker      25,000        $228,125       64,636            20,557         $1,400,894      $  422,140

</TABLE>

                                       5

<PAGE>



                           PENSION BENEFITS


<TABLE>
<CAPTION>
                                     YEARS OF SERVICE
                        ----------------------------------------------
          REMUNERATION    15         20        25          30      35
          ------------  -------   -------   -------   -------   -------
          <S>           <C>       <C>       <C>       <C>       <C>
          $100,000......$20,467   $27,289   $34,112   $34,112   $34,112

          $125,000......$26,167   $34,889   $43,612   $43,612   $43,612

          $150,000......$31,867   $42,489   $53,112   $53,112   $53,112

          $175,000......$31,867   $42,489   $53,112   $53,112   $53,112

          $200,000......$31,867   $42,489   $53,112   $53,112   $53,112

          $225,000......$31,867   $42,489   $53,112   $53,112   $53,112

          $250,000......$31,867   $42,489   $53,112   $53,112   $53,112

          $300,000......$31,867   $42,489   $53,112   $53,112   $53,112

          $400,000......$31,867   $42,489   $53,112   $53,112   $53,112

          $500,000......$31,867   $42,489   $53,112   $53,112   $53,112

</TABLE>

      The above table sets forth the estimated annual plan benefits
payable upon retirement in 1996 at age sixty-five after fifteen,
twenty, twenty-five, thirty, and thirty-five years of credited service
to the Company.

      The  amount  of  compensation covered  by  the  pension  plan  is
determined  in  accordance with the rules established by  the  Internal
Revenue  Service  and includes all dollar items shown  on  the  Summary
Compensation   Table  with  the  exception  of  401(k)   contributions.
Effective  with the fiscal year ended September 30, 1995, for  purposes of
calculating the pension benefit, earnings are limited to  $150,000, as
adjusted for any cost of living increases authorized by the Internal Revenue
Code of 1986, as amended.

      At  September 30, 1995, Mr. Costa had eleven years, Mr. Bilodeau had
eleven  years, Mr. Rideout had seven years, Mr. Stern had  twenty-four years
and Mr. Walker had twelve years of credited service with the Company.

      A  participant in the pension plan will receive retirement income based
on  23% of his final average salary up to his applicable Social Security
covered compensation level plus 38% of any excess, reduced proportionately
for less than twenty-five years of credited service at normal retirement at
age 65, subject to the $150,000 limit described above. Final average salary is
defined in the pension plan as the average of a participant's total compensation
during the five consecutive calendar years in the ten calendar year period prior
to his normal retirement date which produces the highest average. A participant
is 100% vested in his accrued pension benefit after five years of service as
defined in the pension plan.

                                       6

<PAGE>

EMPLOYEE AGREEMENTS

     Mr. Pat Costa is employed as Chief Executive Officer and President of
the  Company  under  an indefinite term agreement  which  currently provides
for an annual base salary of $235,000.  Pursuant to the  terms of  his
employment agreement, Mr. Costa has been granted certain rights in  the  event
of the termination of his employment  or  a  change  in control of the
Company.  Specifically, in the event of termination  for any  reason other
than for cause and other than voluntarily, Mr.  Costa will  be  entitled  to
the continuance of salary  and  certain  fringe benefits for a period of
twelve months and may exercise all outstanding stock  options  which  are
exercisable during the twelve  month  period succeeding termination at any
time within such twelve month period.  In the  event of the occurrence of a
change in control of the Company  (as defined  in  his employment agreement)
and, further, in the event  that Mr.  Costa is not serving in the positions of
Chief Executive  Officer, President and Chairman of the Company (other than
for cause) within one year thereafter, Mr. Costa will be entitled to exercise
all outstanding stock options, regardless of when otherwise exercisable,
during the six month period following the termination date of his employment.

      The  Company  has also granted certain rights  in  the  event  of
termination  of employment to Messrs. Bilodeau, Rideout, Stern,  Walker and
Yonescu.   Specifically, in the event of  involuntary  termination other  than
for cause, each officer will be given a termination package which  provides
for three months severance pay and continued  benefits, with the exception of
Mr. Rideout whose employment agreement allows for six months severance.  In
addition, the Company has agreed to provide a maximum  of  one  hundred  days'
advance  written  notice  to  Messrs. Bilodeau,  Stern and Walker in the
event the Company should  desire  to terminate  their employment other than
for cause.  In such event,  each such  officer  shall  be  entitled to
exercise  all  outstanding  stock options,  regardless of when otherwise
exercisable, during a  specified period following such termination.

DIRECTOR'S COMPENSATION

      During  the  fiscal year ended September 30, 1995, directors  who were
not  otherwise employees of the Company were compensated  at  the rate  of
$1500 for attendance at each meeting of the RVSI Board or any committee thereof;
$750 for attendance at any second meeting held during the same day and $200 for
participation at a telephonic meeting or execution of a consent in lieu of a
meeting.

                                       7

<PAGE>

REPORT ON EXECUTIVE COMPENSATION

     RVSI does not have a compensation committee charged with reviewing and
recommending to the RVSI Board compensation programs for the  Company's
executive officers.  These functions are performed by the RVSI Board as a whole.

     COMPENSATION PHILOSOPHY


     RVSI believes that executive compensation should:

     -     provide  motivation  to  achieve strategic  goals  by  tying
           executive compensation to Company performance, as well as
           affording recognition of individual performance,
     -     provide compensation reasonably comparable to that offered by
           other high-technology companies in a similar industry, and
     -     align  the  interests  of  executive officers with the long-term
           interests of the  Company's stockholders through the award of
           equity purchase opportunities.

      RVSI's compensation plan is designed to encourage and balance the
attainment  of short term operational goals, as  well  as  the
implementation and realization of long term strategic initiatives.  As
greater responsibilities are assumed by an executive officer, a larger portion
of compensation is "at risk".

      This philosophy is intended to apply to all management, including
RVSI's Chief Executive Officer, Pat V. Costa.


     COMPENSATION PROGRAM

      RVSI's executive compensation program has three major components:
base  salary, short-term incentive bonus payments and long-term  equity
incentives.

      Compensation  packages offered to executive  officers  are  based
primarily  on the recommendations of nationally recognized compensation
and  benefits consulting firms hired by the Company.  The Company seeks
to  position total compensation at or near the median levels  of  other
high-tech companies in a similar industry.

      Individual performance reviews are generally conducted  annually.
Increases  in fiscal year 1995 were based on an individual's  sustained
performance, compensation study recommendations and the achievement  of
the  Company's revenue, profit and earnings per share goals.  RVSI does
not  assign  specific  weighting factors  when  measuring  performance;
rather,  subjective judgment and discretion is exercised  in  light  of
RVSI's overall compensation philosophy.

      Base salary is determined by evaluating individual responsibility
levels   utilizing  independent  compensation  surveys   to   determine
appropriate salary ranges and evaluating the individual performance.

      Short  term  incentive  bonus payments, generally,  are  paid  to
executive officers on an annual basis.  The award of bonuses and  their
size,  in  substantial  part,  are  linked  to  predetermined  earnings
targets, creating direct linkage between pay and Company profitability.

     The RVSI Board believes that executive officers who are in a
position to make a substantial contribution to the long term success of
the Company and to build stockholder value should have a significant
equity  stake  in the Company's  on-going  success. Accordingly, one of
the Company's principal motivational methods has been the award of stock
options. In addition to financial benefits to executive officers, if
the price of RVSI's Common Stock during the term of any

                                       8

<PAGE>

such option increases beyond such option's exercise price, the  program also
creates an incentive for executive officers to remain with  the  Company since
options generally vest and become  exercisable over  a  five year period and
are not exercisable until one year  after the date of grant.

     CHIEF EXECUTIVE OFFICER COMPENSATION

      The compensation for Pat V. Costa is determined substantially in
conformity with the compensation philosophy, discussed above, that is
applicable to all of RVSI's executive officers.  Performance is
measured  against predefined financial, operational and strategic
objectives. In addition, Mr. Costa has been granted stock appreciation rights
to further serve as incentive for his long term performance. These rights
tie cash payments to increases in the value of the Company's Common
Stock, underscoring the "at risk" and stockholder alignment features
which are integral elements of RVSI's executive compensation philosophy.

       In establishing Mr. Costa's base salary, bonus and stock appreciation
rights, the RVSI Board took into account both corporate and individual
achievements. Based upon an executive compensation study performed for the
Company in December 1995 by William Mercer & Co., an independent compensation
consultant, Mr. Costa's total fiscal year 1995 cash compensation was
approximately 30% below the median compensation of chief executive officers of
other high-technology companies in a similar industry.

      Mr. Costa's performance objectives included quantitative goals
related to increasing revenues, earnings per share and stock price. His
goals also included significant qualitative objectives such as raising
capital for expansion of existing product lines, evaluating merger and
acquisition opportunities and increasing global market penetration.

     In measuring Mr. Costa's performance against these goals, the RVSI Board
took note of the fact that RVSI's fiscal 1995 revenues increased by 36%,
earnings per share doubled and RVSI's stock price more than tripled,
respectively, over fiscal 1994 levels. Further, during fiscal 1995 RVSI
raised over $9 million in new capital. In addition, Acuity was acquired in
September 1995, followed by the acquisition of International Data
Matrix, Inc. ("I.D. Matrix") in October 1995. These two acquisitions,
strategically combining Acuity's and I.D. Matrix' two-dimensional technology
with RVSI's own three-dimensional  vision technology, has positioned
RVSI as a world leader in machine vision. In addition, sales to Asia and
the Pacific Rim almost doubled, and European sales more than tripled, in
fiscal 1995 over the prior fiscal year.

     TAX CONSIDERATIONS

      Section 162(m) of the Internal Revenue Code generally limits the
deductibility of compensation in excess of $1 million paid to the chief
executive officer and the four most highly compensated officers. Currently
the total compensation, including salary, bonuses and stock options for any
of the named executives does not exceed this limit. If, in the future this
regulation becomes applicable to RVSI, the RVSI Board will not necessarily
limit executive compensation to that which is deductible. It will consider
alternatives to preserving the deductibility of compensation payments and
benefits to the extent consistent with its overall compensation objectives
and philosophy.

                                       9

<PAGE>

     SUMMARY

      The RVSI Board will continue to review the Company's compensation
programs to assure such programs are consistent with the objective of
increasing stockholder value.

                        THE BOARD OF DIRECTORS

                        Pat V. Costa, Chairman
               Frank DiPietro           Donald Kramer
               Donald Domnick           Mark Lerner
               Ofer Gneezy              Howard Stern
               Jay M. Haft              Robert H. Walker


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      During the fiscal year ended September 30, 1995, the following
officers participated in discussions concerning the executive officer
compensation: Pat V. Costa, Howard Stern and Robert H. Walker.  Each of the
named participants did not participate in discussions concerning his own
compensation.


                                       10

<PAGE>

                            FIVE YEAR CUMULATIVE PERFORMANCE

                                      [GRAPH]

TOTAL RETURN FOR:           9/28/90  9/30/91  9/30/92  9/30/93  9/30/94  9/29/95
            RVSI              100     54.5     104.5    272.7    445.5   1690.9
            S&P 500           100    131.5     145.7    164.6    170.7    221.8
     NASDAQ NON- FINANCIAL    100    156.7     165.7    215.8    214.6    295.8


NOTES:

A. Stockholder returns assume $100 was invested on September 28, 1990, with any
   dividends reinvested.
B. Trading activity for RVSI from 11/21/91 through 1/4/94 was on the OTC
   Bulletin Board; the balance of trading data was as reported by The
   Nasdaq National Market.

                                       11

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of January 25, 1996 by (i) each
director of the Company, (ii) each person known by the Company to own
beneficially 5% or more of the Company's Common Stock, (iii) each Named
Officer and (iv) all directors and executive officers as a group:

                        NUMBER OF SHARES
NAME AND ADDRESS        OF COMMON STOCK          PERCENT
OF BENEFICIAL OWNER     BENEFICIALLY OWNED(1)    OF CLASS
-------------------     ---------------------    --------
Pat V. Costa                 326,760 (2)           2.0%

Frank A. DiPietro             45,000 (3)           (16)

Donald F. Domnick             25,500 (4)           (16)

Ofer Gneezy                   22,808 (5)           (16)

Jay M. Haft                  516,546 (6)           3.2%

Donald J. Kramer               4,654 (7)           (16)

Mark Lerner                  121,863 (8)           (16)

Howard Stern                 109,336 (9)           (16)

Robert H. Walker              70,095 (10)          (16)

Steven J. Bilodeau            82,577 (11)          (16)

Earl H. Rideout               25,636 (12)          (16)

General Motors             1,225,775               7.6%
Corporation
767 Fifth Avenue
New York, New York 10153

Marie Cioti                1,100,000               6.8%
408 Mamaroneck Road
Scarsdale, New York 10583

Robotic Vision Systems       897,865 (13)          5.6%
  Shareholder's Committee
  and Robotic Vision
  Shareholder's Group
c/o BEG Enterprises, Inc.
33493 14 Mile Road, #100
Farmington Hills, MI 48331

All current executive      1,376,524 (14)(15)      8.1%
officers and directors
as a group(12 persons)

                                       12

<PAGE>

(1)  Includes shares issuable pursuant to currently exercisable options
     and  warrants as well as those options and warrants which will become
     exercisable  within 60 days of January 25, 1996. Except as otherwise
     indicated, the persons  named herein have sole voting and dispositive
     power with respect to the shares  beneficially owned.
(2)  Includes (i) 295,326 shares issuable to Mr. Costa upon exercise of
     outstanding options and (ii) 1,434 vested shares held under the
     Stock Ownership Plan over which shares Mr. Costa has voting power,
     but does not have dispositive control.
(3)  Includes (i) 12,000 shares issuable to Mr. DiPietro upon exercise
     of outstanding options and (ii) 28,000 shares owned of record by his
     spouse.
(4)  Includes 4,000 shares issuable to Mr. Domnick upon exercise of
     outstanding options.
(5)  Includes 22,808 shares issuable to Mr. Gneezy upon exercise of
     outstanding options.
(6)  Includes (i) 52,000 shares issuable to Mr. Haft upon exercise of
     outstanding options, (ii) 87,300 shares issuable upon exercise of
     outstanding warrants which are held by his spouse, (iii) 340,800
     shares owned of record by his spouse, and (iv) 7,666 shares held
     indirectly in a retirement trust.
(7)  Includes 1,802 shares issuable to Mr. Kramer upon exercise of
     outstanding options.
(8)  Includes 116,863 shares issuable to Morgen Evan and Company, Inc.
     of which Mr. Lerner is the principal owner, upon exercise of
     outstanding warrants and 5,000 issuable to Mr. Lerner upon exercise
     of outstanding options.
(9)  Includes (i) 103,330 shares issuable to Mr. Stern upon exercise of
     outstanding options and (ii) 6,006 vested shares held under the
     Stock Ownership Plan over which shares Mr. Stern has voting power,
     but does not have dispositive control.
(10) Includes (i) 64,636 shares issuable to Mr. Walker upon exercise of
     outstanding options and (ii) 5,459 vested shares held under the
     Stock Ownership Plan over which shares Mr. Walker has voting power,
     but does not have dispositive control.
(11) Includes (i) 71,000 shares issuable to Mr. Bilodeau upon exercise
     of outstanding options and (ii) 5,577 vested shares held under the
     Stock Ownership Plan over which shares Mr. Bilodeau has voting
     power, but does not have dispositive control.
(12) Includes (i) 25,494 shares issuable to Mr. Rideout upon exercise
     of outstanding options and (ii) 142 vested shares held under the
     Stock Ownership Plan over which shares Mr. Rideout has voting power
     but does not have dispositive control.
(13) Information obtained from the amended Schedule 13D filed with the
     Securities and Exchange Commission on November 9, 1994.
(14) Includes (i) 470,598 shares owned of record and beneficially and
     (ii) 883,404 shares issuable upon exercise of certain outstanding
     stock options and warrants.
(15) Includes (i) 22,522 vested shares held in the Company's Stock
     Ownership Plan for certain officers of the Company over which
     shares such officers have voting power, but do not have dispositive
     control.
(16) Less than one percent.

                                       13

<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      As of January 25, 1996, GM owned approximately 7.6% of the Company's
outstanding Common Stock. Sales to GM accounted for less than 1% of the
Company's total sales for the Company's fiscal year ended September 30, 1995.

      Mr. Jay M. Haft, a Director of the Company, is of Counsel of Parker
Duryee Rosoff & Haft, the Company's counsel.

                                       14

<PAGE>

                              SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to the
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:     January 26, 1996              ROBOTIC VISION SYSTEMS, INC.


                                        By: /s/Robert H. Walker
                                            ---------------------------
                                               Robert H. Walker
                                               Executive Vice President