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, 1996
                                                              
                                        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           (I.R.S. Employer Identification No.)
of incorporation or organization)


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
      Title of each class                  on which registered
      -------------------                 ---------------------
            None                                  None

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

                  Common Stock, par value $.01 per share             
                  --------------------------------------                      
                            (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
amendment to this Form 10-K. [ ] 

           APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                 PROCEEDING 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
20,736,251 (as of 12/13/96).

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant is $286,939,967 (as of 12/13/96).


                      DOCUMENTS INCORPORATED BY REFERENCE

                                    None


<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").

                               Director
Name                    Age     Since        Positions and Offices
------------------      ---     ------       ---------------------------

Pat V. Costa             53      1984        Chairman of the Board,
                                             President, Chief Executive
                                             Officer

Frank A. DiPietro        70      1992        Director

Donald F. Domnick        75      1988        Director

Jay M. Haft              61      1977        Director

Donald J. Kramer         64      1995        Director

Mark J. Lerner           44      1994        Director

Howard Stern             59      1981        Senior Vice President
                                             and Director

Robert H. Walker         61      1990        Executive Vice President,
                                             Secretary, Treasurer and
                                             Director

Steven J. Bilodeau       38         -        President,  RVSI  Electronics
                                             Division

Earl H. Rideout          50         -        Vice President

William E. Yonescu       54         -        Vice President




      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   was   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.  In 1996, he was elected to
the  position  of  Director-at-Large for the Society  of  Manufacturing
Engineers.


<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.

     JAY M. HAFT has been a practicing attorney for over 25 years and a
strategic consultant for growth stage companies.  Mr. Haft also  serves
as Chairman of Noise Cancellation Technologies, Inc., Extech, Inc., and
Healthcare  Acquisition Corp., each a public company  whose  respective
securities are traded on the Nasdaq Small Cap Market.  He is a Managing
General Partner of Venture Capital Associates, Ltd. and of Gen  Am  "1"
Venture  Fund,  a domestic and an international venture  capital  fund,
respectively.   From 1989 until 1994, he was a partner at Parker Duryee
Rosoff  & Haft, counsel to the Company, in New York, New York.   He  is
currently of counsel to such firm.

      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 is a private investor  and
was  a  special  limited  partner of TA Associates,  a  private  equity
capital  firm  located in Boston, Massachusetts, from January  1990  to
March  1996.   For the previous five years, Mr. Kramer  was  a  general
partner  of TA Associates.  In January 1997, Mr. Kramer was elected  to
the  Board of publicly held Micro Component Technology,Inc.  Mr. Kramer
is also a director of 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.

     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.


<PAGE>


      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.

<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, 1996, 1995 and 1994 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, 1996 (collectively, the "Named Officers").

<TABLE>
<CAPTION>

                      Summary Compensation Table


                                      Annual Compensation                   Long Term Compensation
                               ---------------------------------    ------------------------------------
                                                                             Awards             Payouts
                                                                    -----------------------    --------- 
                                                                                               Long Term     
                     Fiscal                         Other Annual    Restricted    Number of    Incentive     All Other
                      Year      Salary     Bonus    Compensation    Stock Awards   Options      Payouts      Compensation
                      ----     --------   -------   ------------    ------------  ---------    ---------     ------------ 
<S>                   <C>         <C>       <C>         <C>            <C>           <C>          <C>             <C>
Pat V. Costa          1996     $252,801   $85,000                                                             $  2,250(2)
 Chief Execu-         1995     $180,494   $55,300                                                             $177,250(1)(2)
 tive Officer         1994     $176,702   $36,000                                                             $ 52,310(1)(2)

Steven J. Bilodeau    1996     $167,280   $75,000                                                             $   2,250(2)
 Executive            1995     $142,312   $45,000                                                             $   2,250(2)
 Vice President       1994     $139,260   $31,000                                                             $   2,686(2)

Earl H. Rideout       1996     $122,747   $40,000                                                             $   2,250(2)
 Vice President       1995     $124,080   $19,000                                                             $     751(2)
                      1994     $112,127   $13,500

Howard Stern          1996     $144,544   $60,000                                                             $   2,250(2)
 Senior Vice          1995     $120,322   $33,500                                                             $   2,250(2)
 President            1994     $117,787   $26,000                                                             $   2,347(2)

Robert H. Walker      1996     $142,229   $60,000                                                             $   2,250(2)
 Executive Vice       1995     $116,165   $36,000                                                             $   2,250(2)
 President            1994     $111,715   $26,000                                                             $   1,785(2)

____________


(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  $2,310  amd
$2,250  for  the  fiscal  years  ended September  30,  1994  and  1995,
respectively.

</TABLE>



<PAGE>


     Set forth below is information with respect to grants of stock
options during the fiscal year ended 9/30/96:

                   OPTION GRANTS IN LAST FISCAL YEAR

                                Percent of
                  Number of     Total Options
                  Securities    Granted
                  Underlying    To Employees    Exercise Or
                  Options       In Fiscal       Base Price    Expiration
                  Granted (#)   Year            ($/Sh)        Date
                  -----------   -------------   -----------   ----------

Pat V. Costa        400,000       24.3%         $ 18.25       1/19/2002

Steven J. Bilodeau  100,000        6.1%         $ 18.25       1/19/2002

Earl H. Rideout      15,000        0.9%         $ 18.25       1/19/2002

Howard Stern         40,000        2.4%         $ 18.25       1/19/2002

Robert H. Walker     30,000        1.8%         $ 18.25       1/19/2002



     Set forth below is further information with respect to the
unexercised options to purchase the Company's Common Stock under the
Company's 1987, 1991 and 1996 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 Options         In-the-Money Options
                     Acquired                   at September 30, 1996             at September 30, 1996  
                     on          Value      -----------------------------     -----------------------------
Name                 Exercise    Realized   Exercisable     Unexercisable     Exercisable     Unexercisable
------------------  ---------  ----------   -----------     -------------     -----------     -------------
<S>                   <C>         <C>            <C>             <C>              <C>               <C>        
Pat V. Costa        138,000    $2,825,972      262,326         345,000         $2,162,741        $269,250

Steven J. Bilodeau   83,500    $1,563,542            -         112,500                  -        $135,388

Earl H. Rideout      15,000    $  286,996       16,744          31,250         $  200,615        $194,707

Howard Stern         52,000    $  974,020       62,580          51,250         $  729,188        $122,307

Robert H. Walker     32,000    $  605,516       42,914          40,279         $  486,907        $112,145
                                   

</TABLE>
                                   
                                   
                                   
                                   
                                   
                           Pension Benefits
                                   
                                   
                               Years of Service
               ------------------------------------------------
Remuneration    15         20        25          30      35
------------  -------    -------   -------   -------   --------
$100,000......$20,318    $27,090   $33,863   $33,863    $33,863

$125,000......$26,018    $34,690   $43,363   $43,363    $43,363

$150,000......$31,718    $42,290   $52,863   $52,863    $52,863

$175,000......$31,718    $42,290   $52,863   $52,863    $52,863

$200,000......$31,718    $42,290   $52,863   $52,863    $52,863

$225,000......$31,718    $42,290   $52,863   $52,863    $52,863

$250,000......$31,718    $42,290   $52,863   $52,863    $52,863

$300,000......$31,718    $42,290   $52,863   $52,863    $52,863

$400,000......$31,718    $42,290   $52,863   $52,863    $52,863

$500,000......$31,718    $42,290   $52,863   $52,863    $52,863

                                   

      The  above  table sets forth the estimated annual  plan  benefits
payable  upon  retirement  in  1997 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, 1996, Mr. Costa had twelve years, Mr.  Bilodeau
had  twelve  years, Mr. Rideout had eight years, Mr. Stern had  twenty-
five  years and Mr. Walker had thirteen 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.


<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, 1996, 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.

<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 1996 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 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  the  first increment is not exercisable until one year  after  the
date of grant.


<PAGE>

     Chief Executive Officer Compensation
     ------------------------------------

      Pat  V.  Costa's  compensation  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  establishing  Mr.  Costa's  base  salary and bonus, 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.
The Company has continued  to  review with  compensation  and  benefits
consultants, on a regular basis, its executive compensation.

      Mr.  Costa's  performance objectives included quantitative  goals
related to increasing revenues and earnings per share.  His goals  also
included  significant qualitative objectives such as evaluating  merger
and acquisition opportunities, increasing global market penetration and
diversifying the Company's products to include ice detection technology
for the airline industry.

     In measuring Mr. Costa's performance against these goals, the RVSI
Board  took note of the fact that RVSI's fiscal 1996 revenues increased
by  19%  and  earnings  per share increased by 15%,  respectively.   In
addition,  under Mr. Costa'a leadership, RVSI acquired Acuity  Imaging,
Inc.  ("Acuity")  in  September  1995,  followed  by  acquisitions   of
International  Data  Matrix,  Inc. ("I.D.  Matrix")  in  October  1995,
Northeast  Robotics,  Inc.  ("NER")  in  May  1996,  Computer  Identics
Corporation ("CI") in August 1996 and Systemation Engineered  Products,
Inc.  ("Systemation")  in  October  1996,  respectively.    These  five
acquisitions, strategically combining Acuity's, I.D. Matrix' and CI's 2-
D  vision  and  bar  code  technologies, NER's  imaging  solutions  for
difficult  lighting  situations and Systemation's component  processing
systems with RVSI's own 3-D vision technology, have positioned RVSI  as
a  the  largest company supplying a broad line of 2-D and  3-D  vision-
based systems and as a leader in electro-optical sensor technology.  In
addition, international sales increased by 22% in fiscal 1996 over  the
prior   fiscal  year.  Further,  in  July  1996  the  Federal  Aviation
Administration ("FAA") approved the Company's ice detection system  for
use  by Delta Air Lines in its de-icing operations, and in January 1997
Delta Air Lines ordered an additional quantity of systems.

<PAGE>

     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.


     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           Mark Lerner
               Donald Domnick           Howard Stern
               Jay M. Haft              Robert H. Walker
               Donald Kramer


Compensation Committee Interlocks and Insider Participation

      During  the  fiscal year ended September 30, 1996, 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.



PERFORMANCE GRAPH

     Comparison of Five Year Cumulative Performance

                                       Fiscal Year Ended September 30, 
                            --------------------------------------------------
                            1991      1992     1993    1994     1995     1996
                            -----    -----    -----    -----    ------   ------
RVSI                        100.0    230.0    600.0    980.0    3720.0   2120.0

S&P 500                     100.0    110.8    125.2    129.8     168.7    203.2

Nasdaq Non-Financial        100.0    105.8    137.7    137.0     190.9    222.8

-------------------
NOTES:
        A. Stockholder returns assume $100 was invested on September 30, 1991,
           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.



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 16, 1997  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                373,927  (2)           1.8%
                                                 
Frank A. DiPietro            48,000  (3)           (14)
                                                 
Donald F. Domnick            25,700  (4)           (14)
                                                 
Jay M. Haft                 551,546  (5)           2.6%
                                                 
Donald J. Kramer             11,654  (6)           (14)
                                                 
Mark Lerner                 134,128  (7)           (14)
                                                 
Howard Stern                100,789  (8)           (14)
                                                 
Robert H. Walker             65,540  (9)           (14)
                                                 
Steven J. Bilodeau           55,244  (10)          (14)
                                                 
Earl H. Rideout              20,052  (11)          (14)
                                                 
General Motors            
Corporation                                      
767 Fifth Avenue                                 
New York, NY  10153       1,225,775                5.9%

Marie Cioti                                      
408 Mamaroneck Road                              
Scarsdale, NY  10583      1,100,000                5.3%
                  
All current executive
officers and directors
as a group(11 persons)    1,418,590  (12)(13)      6.6%



<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 16, 1997.  Except as otherwise
indicated, the persons named herein have sole voting and dispositive
power with respect to the shares beneficially owned.

(2)  Includes (i) 342,326 shares issuable to Mr. Costa upon exercise of
outstanding options and (ii) 1,601 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) 3,000 shares issuable to Mr. DiPietro upon exercise
of outstanding options and (ii) 28,000 shares owned of record by his
spouse.

(4)   Includes 7,000 shares issuable to Mr. Domnick upon exercise of
outstanding options.

(5)   Includes (i) 50,000 shares issuable to Mr. Haft upon exercise  of
outstanding options, (ii) 62,000 shares issuable upon exercise of
outstanding warrants and (iii) 398,100 shares owned of record by
his spouse, and (iv) 7,666 shares held indirectly in a retirement trust.

(6)   Includes 8,802 shares issuable to Mr. Kramer upon exercise of
outstanding options.

(7)   Includes 126,128 shares issuable to Morgen Evan and Company, Inc.
of which Mr. Lerner is the principal owner, upon exercise of outstanding
warrants and 8,000 issuable to Mr. Lerner upon exercise of outstanding
options.

(8)  Includes (i) 74,641 shares issuable to Mr. Stern upon exercise of
outstanding options and (ii) 6,148 vested shares held under the
Stock Ownership Plan over which shares Mr. Stern has voting power,
but does not have dispositive control.

(9)  Includes (i) 35,914 shares issuable to Mr. Walker upon exercise of
outstanding options and (ii) 5,626 vested shares held under the
Stock Ownership Plan over which shares Mr. Walker has voting power,
but does not have dispositive control.

(10)  Includes (i) 20,000 shares issuable to Mr. Bilodeau upon exercise
of outstanding options and (ii) 5,744 vested shares held under the
Stock Ownership Plan over which shares Mr. Bilodeau  has  voting
power, but does not have dispositive control.

(11)  Includes (i) 19,744 shares issuable to Mr. Rideout upon exercise
of outstanding options and (ii) 308 vested shares held under the
Stock Ownership Plan over which shares Mr. Rideout has voting power
but does not have dispositive control.

(12)  Includes (i) 609,598 shares owned of record and beneficially  and
(ii)  785,495 shares issuable upon exercise of certain  outstanding
stock options and warrants.

(13)  Includes  (i)  23,497 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.

(14) Less than one percent.


Compliance with Section 16(a) of Securities Exchange Act
--------------------------------------------------------

      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
SEC  rule 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
such  forms were required for those persons, the Company believes  that
during   the   fiscal  year  ended  September  30,  1996,  all   filing
requirements applicable to its officers, directors and greater than 10%
beneficial  owners were complied with except that Mr.  Kramer  was  not
timely in his filing of one monthly report of one transaction.


<PAGE>


Item 13.  Certain Relationships and Related Transactions.

      As  of  January  16,  1997, GM owned approximately  5.9%  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, 1996.

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

      Mr.  Mark  Lerner,  a Director of the Company,  is  President  of
Morgan,  Evan  &  Company, Inc. ("MECO").  Mr.  Lerner,  through  MECO,
provided  consultation services relative to the Company's international
marketing  and  sales efforts.  In accordance with an  agreement  dated
December  1993, during the fiscal years ended September  30,  1995  and
September  30, 1996, the Company compensated Mr. Lerner, through  MECO,
in cash in the amounts of $64,070 and $87,369, respectively, as well as
with  warrants,  at  exercise prices from $6.00 to $14.38  and  $12.88,
respectively,  to acquire an aggregate of 57,129 and 42,434  shares  of
RVSI  common stock, respectively.  All warrants were issued at the fair
market  value of RVSI's common stock on the date of grant.  The Company
believes  that the compensation paid by it to MECO was no greater  than
what  would  have  had  to  be  paid  to  an  unaffiliated  person  for
substantially similar services.

<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 28, 1997              ROBOTIC VISION SYSTEMS, INC.


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