UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              FORM 10-K
(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, 1999

                                 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:  0-28946

                      Vivid Technologies, Inc.
       (Exact name of registrant as specified in its charter)

             Delaware                        04-3054475
     (State of incorporation)   (I.R.S. Employer Identification No.)

10E Commerce Way, Woburn, Massachusetts        01801
(Address of principal executive offices)     (Zip Code)

                           (781) 938-7800
        (Registrant's telephone number, including area code)

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

          Title of Each ClassName of Each Exchange on Which Registered
                  None                          None

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

                Common Stock, $.01 par value
                Rights to Purchase Common Stock

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 to Part  III  of
this Form 10-K or any amendment to this Form 10-K.  [ X ]

The aggregate market value of the Registrant's Common Stock, $.01 par
value,  held  by non-affiliates of the registrant as of November  30,
1999 was $49 million based on the price of $5.875 on that date on the
Nasdaq  National Market.  As of November 30, 1999, 10,001,141  shares
of the Registrant's Common Stock, $.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the Company's Proxy Statement involving the election
     of directors, which may be filed within 120 days after the end of the
     Company's fiscal year, are incorporated by reference in Part III
     (Items 10, 11, 12 and 13) of this Report.


                               Part I

Item 1.  Business

     We have made forward-looking statements in this document, and in
documents that are incorporated by reference, that are subject to
risks and uncertainties.  Forward-looking statements include
statements of Vivid's plans, objectives, expectations and intentions.
Also, when we use words such as "may," "will," "expects,"
"anticipates," "believes," "plans," "intends," "could," "estimates,"
"is being" or "goal" or other variations of these terms or comparable
terminology, we are making forward-looking statements.  These
statements, which include statements relating to the anticipated
growth of the market for explosives detection equipment, Vivid's
ability to develop and market new products and the Company's ability
to enter new markets, and other matters are subject to risks and
uncertainties that could cause actual results to differ materially
from those anticipated.  You should note that many factors could
affect the future financial results of Vivid, and could cause these
results to differ materially from those expressed in our forward-
looking statements.  The cautionary statements in this report should
be read as being applicable to all forward-looking statements
wherever they appear in this report.  The forward-looking statements
contained in this report speak only as of the date of this report.
Vivid expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement or
reflect any change in Vivid's expectations or any change in events,
conditions or circumstances on which any such statement is based.
Factors that could cause or contribute to differences include those
discussed in the risk factors set forth in Item 7 below (the "Risk
Factors") as well as those discussed elsewhere in this report.

     Vivid is a leading developer, manufacturer and marketer of
inspection systems that detect plastic and other explosives in
airline baggage, hand baggage and parcels.  Vivid's family of
explosives detection systems identify suspect material by analyzing
the physical characteristics of each item in a bag or parcel using
patented software and proprietary X-ray technology.  Vivid's systems
can also be used to identify a wide variety of other substances,
including drugs, currency and agricultural products.

     Vivid has sold systems for use in airports and high-security
facilities throughout Europe, the Asia/Pacific region, the Middle
East and North America.  Examples of the airports using Vivid's
systems are JFK International Airport in New York, London Heathrow
and London Gatwick, Paris Charles de Gaulle and Paris Orly, Hong Kong
International Airport at Chek Lap Kok, Malaysia's Kuala Lumpur
International Airport, Malpensa Airport in Milan, King Khalid
International Airport in Riyadh, Amsterdam Airport Schipol, the New
Athens International Airport, Manchester Airport in the United
Kingdom and Zurich Airport.

     Vivid was incorporated as a Massachusetts corporation in May
1989 under the name QDR Security, Inc. QDR Security, Inc. changed its
name to Vivitech, Inc. in June 1989 and then to Vivid Technologies,
Inc. in September 1989.  In October 1996, Vivid reincorporated in the
State of Delaware.

Recent Development; Proposed Merger with PerkinElmer, Inc.

     On  October  4,  1999,  Vivid  and  EG&G,  Inc.,  now  known  as
PerkinElmer, Inc. entered into a merger agreement for PerkinElmer  to
acquire  Vivid.   Under the merger agreement, if the  transaction  is
completed, Vivid will become a wholly owned subsidiary of PerkinElmer
through  the  merger  of  a  wholly owned acquisition  subsidiary  of
PerkinElmer  into  Vivid, with Vivid being the corporation  surviving
the merger.

     In  connection  with  the  merger  and  subject  to  limitations
described  below, PerkinElmer has agreed to issue a  fixed  ratio  of
0.1613 shares of PerkinElmer common stock in exchange for each  share
of  Vivid  common stock, or one share of PerkinElmer common stock  in
exchange for each 6.2 shares of Vivid common stock.  As of October 4,
1999,  Vivid  had  10,050,316  shares  outstanding.   The  merger  is
intended  to  qualify  as  a  tax free reorganization  by  which  the
stockholders  of  Vivid  will not recognize gain  or  loss  on  their
receipt of PerkinElmer shares.

     If  the  market  value,  defined below, of PerkinElmer's  common
stock  is  greater than $46.49 (which corresponds to $7.50 per  Vivid
share),  PerkinElmer has the right to notify Vivid  that  PerkinElmer
desires  to  terminate the merger agreement.  Upon  receipt  of  that
notice,  Vivid may either accept the termination or agree  to  adjust
the exchange ratio to a value of $7.50 per Vivid share based upon the
then market value of PerkinElmer's common stock.  Conversely, if  the
market value of PerkinElmer's common stock is less than $30.99 (which
corresponds to $5.00 per Vivid share), Vivid has the right to  notify
PerkinElmer  that  Vivid desires to terminate the  merger  agreement.
Upon  receipt  of  that  notice, PerkinElmer may  either  accept  the
termination or agree to adjust the exchange ratio to a value of $5.00
per  Vivid  share  based upon the then market  value  of  PerkinElmer
common stock.

     For purposes of the foregoing calculations, the market value  of
the  PerkinElmer  common stock will be the weighted  average  selling
prices  of the PerkinElmer common stock as reported by the  New  York
Stock  Exchange for the five consecutive trading days ending  on  the
third  trading day prior to the date of the Vivid shareholder meeting
called  to consider and act upon the proposed merger, so long as  the
merger  is consummated within five business days of the meeting.   If
the  merger  is  consummated more than five business days  after  the
meeting, the market value of PerkinElmer's common stock will be equal
to  the  weighted  average selling prices of the  PerkinElmer  common
stock for the five consecutive trading days ending on the date of the
merger.

     In  addition to the foregoing, the consummation of the merger is
subject  to customary closing conditions, including approval  by  the
stockholders of Vivid. Vivid and PerkinElmer have prepared and  filed
a   proxy   statement/prospectus  that  has  been  mailed  to   Vivid
stockholders for a  special meeting of Vivid's stockholders  schedule
to  be  held  on  January 13, 2000 to vote on  the  merger.   A  more
detailed  description  of  the terms and  conditions  of  the  merger
agreement  and the merger, and the risks associated with the  merger,
are set forth in the proxy statement/prospectus.  Vivid cannot assure
that the merger will be approved by its stockholders, or that even if
approved, the merger will be completed.

     Simultaneously with the execution of the merger agreement, Vivid
has granted PerkinElmer the option to purchase up to 2,000,012 shares
(approximately  19.9%) of its common stock for a cash purchase  price
of  $6.25  per  share.  This Option Agreement is only exercisable  in
certain  circumstances  where Vivid has  received  proposals  for  an
alternative transaction.

     Stockholders  of  Vivid  holding a total  of  1,303,000  shares,
consisting of S. David Ellenbogen and Jay A. Stein (both officers and
directors of Vivid) and trusts created by them, have agreed  to  vote
their Vivid shares in favor of the merger, have granted PerkinElmer a
proxy to so vote their shares, and have granted PerkinElmer an option
to  purchase  their  Vivid  shares for $6.25  per  share  in  certain
circumstances where the merger does not take place and  Vivid  enters
into an alternative transaction.

     In  connection with the proposed merger, Vivid has  amended  its
Rights  Agreement,  dated  as of October 13,  1998,  (a)  to  exclude
PerkinElmer's  acquisition  of Vivid stock  in  connection  with  the
merger  agreement  and  the  related options  and  proxies  from  the
definition  of  "Acquiring  Person"  and  (b)  to  cause  the  Rights
Agreement  to  expire  immediately prior to the consummation  of  the
merger.

Industry Background

     Checked Baggage Explosives Detection. During the 1970s and
1980s, in response to hijackings and bombings, airports, governmental
agencies and private companies worldwide began to install X-ray
systems to screen carry-on and checked baggage. In the late 1980s,
many countries began to install systems that could detect plastic and
other explosives in airline baggage.

     Europe, led by the United Kingdom, has been at the forefront of
deploying explosives detection equipment. The United Kingdom's
commercial airports have substantially achieved 100% screening of
international checked baggage in response to a mandate from the
United Kingdom Department of the Environment, Transport and the
Regions. The European Civil Aviation Conference, an organization of
37 member states, has resolved to implement 100% screening of
international checked baggage by the end of 2002, an extension from
its prior target date of 2000.

     The United Kingdom and Europe have generally adopted a
multi-level checked baggage screening approach that integrates the
explosives detection equipment directly into the airport baggage
handling systems. Airports in Europe and elsewhere deploying
explosives detection equipment, including smaller airports, have
implemented freestanding systems in addition to or as an alternative
to integrated systems.

  There are three levels of screening under the integrated approach:

      Level 1 inspection equipment is integrated into the existing
     airport checked baggage handling system to screen rapidly all baggage
     on a conveyor line. These inspection systems are often required to
     inspect baggage during peak periods at the rate of 900 to 1,500 bags
     per hour, or 2.4 to 4.0 seconds per bag, in order to avoid delays in
     the baggage handling process. No operator is used to review X-ray
     images of the contents of a bag at this level. Bags determined to be
     suspect by the Level 1 system are rejected and subjected to Level 2
     inspection.

      In Level 2 inspection, X-ray images of the contents of bags
     rejected at Level 1 are reviewed by an operator. Level 2 inspection
     systems are often required to process baggage at the rate of 180 to
     360 bags per hour, or 10 to 20 seconds per bag, typically as the
     suspect bag continues to travel along a conveyor line. If the
     operator continues to believe that the bag is suspect, the bag is
     forwarded for Level 3 inspection.

      In Level 3 inspection, bags are subjected to close operator
     scrutiny. Level 3 systems can be slower to accommodate the greater
     precision required for the operator to fully inspect the bag in order
     to avoid the undesirable and expensive final inspection process,
     which requires the bag to be inspected by hand in the presence of the
     passenger.

  Under the Aviation Security Improvement Act of 1990, the FAA was
directed to develop a standard for explosives detection systems and
to certify equipment that meet this standard under realistic airport
operating conditions. As a result of the stringent requirements
adopted by the FAA, only two systems have been certified by the FAA.
These systems do not meet the through-put requirements for 100%
screening of checked baggage similar to that being adopted in Europe
and the Asia/Pacific region. As a result, there has been only limited
use of explosives detection systems for checked baggage in the United
States.

  In the Asia/Pacific region, two major new airports in Malaysia and
Hong Kong purchased integrated systems and commenced operations in
1998 with 100% checked baggage screening in place. Other countries in
the region are also planning to implement these systems at existing
airports.

  Several advanced explosives detection systems have been developed
for checked baggage screening, each with its own inherent advantages
and limitations. These systems include dual energy X-ray, trace
detection and CT systems. Dual energy X-ray systems measure the X-ray
absorption properties of a bag's contents at two different X-ray
energies to determine if any of the items have the physical
characteristics of explosive materials. Trace detection equipment,
known as "sniffers," detects particulate and chemical traces of
explosive materials, collected by manually wiping or vacuuming the
bag under inspection. CT systems use hundreds of partial X-ray
images, referred to as slices, to analyze the contents of a bag.

  Handbag Explosives Detection. There are currently no requirements
for the use of explosives detection systems to screen airplane
carry-on items. However, as the global implementation of hand baggage
systems continues, Vivid believes regulators will shift their focus
to the detection of explosives in carry-on items. Selected airports
have recently begun to purchase explosives detection equipment for
carry-on items. Similarly, a number of governmental agencies and
private sector organizations in the United States and abroad are
interested in using advanced explosives detection equipment to
enhance facility security. Recent terrorist attacks, including the
August 1998 bombings of two United States embassies in Africa, have
spurred the requests for additional funding to upgrade security at
domestic and international facilities. These upgrades may include the
purchase of handbag explosives detection systems.

Products

     Vivid develops, manufactures and markets a family of systems
that can detect explosives and other contraband in airline baggage
and other parcels. Vivid's product line includes Level 1 and Level 2
integrated explosives detection systems for checked baggage,
freestanding explosives detection systems for Level 3, terminal and
baggage hall inspection of checked baggage, and an explosives
detection system for carry-on baggage, hand baggage and parcels.

     Vivid's systems use dual energy X-ray technology. These systems
generate X-ray beams at two different energy levels which pass
through the inspected bag and its contents. A portion of the beam is
absorbed or scattered. The beam that passes through the bag without
being absorbed or scattered is referred to as the transmitted beam.
The transmitted beam contains information regarding the X-ray
absorption properties of the objects within the bag at each of the
two levels of energy. This information can be used to analyze the
physical characteristics of the objects within the bag. The
transmitted beam also contains information that can be used to make
high quality images of the contents of a bag.

Product Features

  The following is a description of some of the features of Vivid's
checked baggage explosives detection systems:

      Proprietary Quality Power Supply. Each of Vivid's checked
     baggage explosives detection systems uses a proprietary power supply
     that generates alternating high and low X-ray energy pulses at film
     safe levels of exposure. The power supply is driven by an X-ray
     controller that maintains a stable, repeatable fan-shaped X-ray beam.

      High Resolution Detector. Vivid's checked baggage explosives
     detection systems incorporate a high resolution detector array that
     collects data from the transmitted X-ray beam consisting of more than
     one million pixels of information per bag.

      Composition Analysis Technology. The detection systems use
     Vivid's patented software to identify and separate the individual
     objects within a bag, including objects between other items or within
     a container. These programs also analyze the physical characteristics
     of each of those objects to determine whether they match those of a
     targeted item, such as explosives or other contraband. Additional
     programs detect materials such as lead that could be used to shield
     an explosive device from this analysis.

      Scatter Detection Enhancement Technology. Vivid has developed
     proprietary scatter detection enhancement technology to increase its
     systems' ability to detect configurations that are not readily
     detected by X-ray absorption analysis techniques. Vivid's scatter
     detection enhancement technology, which includes a combination of
     additional detectors and software, measures and analyzes the X-ray
     that are scattered by a bag. If the scatter levels indicate the
     possible presence of a suspect material, the affected area is further
     analyzed to determine if a threat is present. Vivid has incorporated
     scatter detection enhancement technology in most of its checked
     baggage inspection products, either as an option or a standard
     feature. Vivid also offers this technology as an upgrade for existing
     systems.

      Computer-Generated Decisions Regarding the Contents of Baggage.
     Vivid's composition and scatter detection analysis techniques result
     in a computer-generated decision regarding the contents of the
     baggage screened. Any bag that is determined to contain a suspect
     object will cause the system to reject the bag. In the case of an
     operator- attended system, such as a Level 2 or Level 3 system, an
     image of the rejected bag is presented to an operator for detailed
     inspection. The bag image is presented in high-resolution gray scale,
     with the suspect object highlighted in color. The system can be
     programmed to sound an alarm, as well as require the operator to
     acknowledge the alarm by pressing a button to either reject or clear
     the bag.

      Integration with Airport Baggage Handling Systems. Vivid has
     integrated its products into a wide range of airport baggage handling
     systems. These products make use of control software developed by
     Vivid to facilitate communication between the explosives detection
     system and the airport baggage handling system. If no suspect object
     is detected by the system, a "clear" status is sent to the baggage
     handling system, allowing the bag to continue directly to the
     aircraft. If a suspect object is detected, a "reject" message is sent
     to the baggage handling system, requiring the next level of
     inspection.

  Vivid's explosives detection systems are offered in a variety of
configurations depending on the application or installation
requirements. The following describes Vivid's primary product
offerings:

Product Models

  Integrated Checked Baggage Inspection Systems. These systems are
designed to be integrated into an airport's checked baggage handling
equipment.

      VIS-M. The VIS-M is a single system alternative to separate
     Level 1 and Level 2 systems. This model allows several X-ray system
     mainframes to be interconnected with multiple remote Level 2 operator
     workstations. The X-ray system mainframes transmit images of rejected
     bags to the Level 2 workstations for operator inspection. During
     off-peak periods, workstations can be switched off, which reduces
     staffing requirements and operating costs. The efficiency gained by
     the additional workstations combined with enhanced baggage control
     software allows an operator to review images of the contents of a bag
     while the bag continues to the aircraft. This process eliminates the
     need and associated costs of a secondary conveyor system to hold the
     bags while Level 2 inspection is taking place.

      MVT. The MVT is Vivid's most recently introduced system for
     integrated screening of checked baggage. This system gathers
     significantly more data than the VIS-M, by obtaining three different
     views of each bag. This multi-view technique is designed to provide
     better measurements of the physical characteristics of each item
     inside a bag. The system also incorporates the multiple workstation
     capability of the VIS-M. Vivid is working with the FAA to further
     enhance the MVT to obtain FAA certification.

  Freestanding Checked Baggage Inspection Systems. These systems are
intended to be installed in an airport terminal, such as in front of
airline check-in counters or in a baggage handling hall.

      H-1. The H-1 is an operator-attended system that inspects bags
     in the upright position, as they tend to be carried by a passenger.

      VDS-II. The VDS-II is an operator-attended system that is
     designed to serve as either a standalone or Level 3 inspection
     system. When used for Level 2 inspection, the VDS-II can be
     integrated into an airport's baggage handling system. The VDS-II
     combines Vivid's scatter detection enhancement technology with a
     high-resolution image to enhance detection capability. Vivid also
     offers a version of the VDS-II system to handle oversized baggage.

  Handbag Inspection System; APS. Vivid offers its APS system to
inspect carry-on baggage, hand baggage and parcels, for explosives or
contraband material. The APS system is similar in configuration to
conventional X-ray systems used to screen for concealed weapons.
While an operator is required to inspect the X-ray image of each bag
for weapons, the APS automatically alerts the operator to the
presence of suspect explosive materials. The APS system incorporates
an advanced proprietary operator interface that allows the operator
to view the contents of a bag using various imaging modes and
magnifications to determine whether the bag should be cleared or
rejected for further inspection. The United States General Services
Administration has approved Vivid's APS systems for building
protection.

Other Products and Applications

     Vivid is exploring opportunities with various governmental
authorities and agencies in the United States and internationally to
use its equipment for the detection of illicit drugs, the illegal
export of currency and detection of agricultural products.


Marketing and Sales

     Vivid sells and markets its products through its direct sales
force as well as independent sales representatives and distributors.
As of September 30, 1999, Vivid had a 12 person marketing and sales
staff. Two members of this staff are located in the United Kingdom
and one in Switzerland. Vivid also has a director of business
development for the United States based in New Jersey with a primary
focus on the non-aviation applications for Vivid's systems. The
remainder of the marketing and sales staff is headquartered at
Vivid's offices in Woburn, Massachusetts. The selling process for
Vivid's products often involves a team comprised of individuals from
sales and marketing, engineering, operations and senior management.

     In the United States, Vivid works actively with the FAA, other
government agencies, airlines, airport operators and congressional
committees to promote its products for deployment in United States
airports. Vivid believes that its sales of checked baggage systems in
the United States will be limited until it is able to obtain FAA
certification for a system. Vivid also works with United States and
foreign governmental agencies to promote its products for
non-aviation applications. Vivid markets its products through
participation in trade shows, publication of articles and advertising
in trade journals, participation in industry forums and standard
setting organizations, and distribution of sales literature. Vivid
benefits from customer referrals and the use of certain customer
installations as demonstration sites for its systems.

     In 1997, Vivid entered into an arrangement with Gilardoni S.p.A,
an Italian-based manufacturer of X-ray equipment, for the manufacture
and sale of the APS carry-on baggage explosives detection system.
Under this arrangement, Vivid has the exclusive right to manufacture
and sell this system in the United States, the United Kingdom, other
designated European countries and Mexico. Vivid has agreed not to
sell any competitive X-ray-based system within its territory unless
manufactured by Gilardoni or Vivid.

     International  sales account for a large percentage  of  Vivid's
revenues.  International sales accounted for 78% of Vivid's  revenues
in  fiscal 1998 and 73% of Vivid's revenues in the first nine  months
of  fiscal  1999.  See  Note  6  to  Vivid's  consolidated  financial
statements.

     In fiscal 1999, Vivid's sales to a United States government
agency accounted for 16% of revenues, sales to Manchester Airport, UK
accounted for 16% of revenues, sales to Hochtief A.G. (the new Athens
International Airport) accounted for 11% of revenues and sales to the
BAA accounted for 13% of revenues. In fiscal 1998, Vivid's sales to
the BAA accounted for 42% of revenues, sales to Airport Authority
Hong Kong accounted for 12% of revenues and sales to the FAA,
including research and development funding, accounted for 16% of
revenues.

Customer Service Support

     Vivid provides customer support to assist in the installation
and integration of Vivid's products into its customers' facilities.
Vivid offers a number of customer support services, including
applications, support, training, systems preventative and corrective
maintenance, and upgrades. Vivid generally provides one-year parts
warranty and offers primary and back-up service contracts to its
customers. As of September 30, 1999, Vivid's customer support staff
included six support engineers at its headquarters in Massachusetts,
one support engineer in New York, nine support engineers operating
out of Vivid's offices in the United Kingdom and one support engineer
in the Asia-Pacific region.

Regulation

     The explosives detection systems manufactured and marketed by
Vivid for use in airports are subject to regulation by the FAA,
corresponding foreign governmental authorities and the United Nations
International Civil Aviation Organization, an organization that
establishes standard practices for the aviation industry on a
worldwide basis. Sales of Vivid's explosives detection systems for
use in airports have been and will continue to be dependent upon
governmental initiatives to require or support the screening of
baggage with advanced explosives detection systems.

Research and Development

     Vivid's research and development efforts are focused on
developing new products for the explosives and contraband detection
system market and further enhancing the functionality, reliability
and performance of its existing product line. Vivid's research and
development personnel are involved in establishing protocols,
monitoring and interpreting and submitting test data to the FAA and
other domestic and foreign regulatory agencies to obtain the
requisite certifications, clearances and approvals for its products.
During fiscal 1999, Vivid focused its research and development
personnel on the enhancement of its products, particularly efforts to
enhance its recently introduced MVT system, with a goal of obtaining
FAA certification of that system.

     At September 30, 1999, Vivid had 42 employees engaged in
research and development and engineering. Vivid's research and
development expenses were approximately $4.4 million in fiscal 1997,
$5.9 million in fiscal 1998 and $6.3 million in fiscal 1999. In
addition, during each of these periods, a portion of Vivid's research
and development expenses related to work performed under Vivid's FAA
research and development grants were included under costs of goods
sold.

Intellectual Property

     Vivid relies upon a combination of patent, copyright, trademark
and trade secret laws, non-disclosure agreements and other
contractual provisions to establish and maintain and protect its
proprietary technology. Due to the rapid technological change that
characterizes the explosives detection system industry, Vivid
believes that to maintain a competitive advantage it must continue to
improve existing technology, rely upon trade secrets and unpatented
proprietary know-how and develop new products.

     Vivid has obtained seven patents and has pending two patent
applications in the United States. In addition, Vivid has pending
patent applications in foreign countries that correspond to the
subject matter of several of its United States patents and patent
applications. Vivid's patents have expiration dates ranging from 2011
to 2015.

     Vivid has an exclusive perpetual license to use patents and
technology developed by Hologic, Inc. for the development,
manufacture and sale of X-ray screening security systems for
explosives, drugs, currency and other contraband. Vivid also has a
nonexclusive license to use this technology for the development,
manufacture and sale of X-ray-based products for process control
applications in the food and beverage industries. Hologic and Vivid
have also each granted to the other a non-exclusive, royalty-free
license to use any unpatented technology developed by the other in
connection with research and development activities. In addition,
Hologic and Vivid each have the right to obtain from the other an
exclusive license, on commercially reasonable terms to be negotiated,
for any patented new developments. Vivid and Hologic have agreed that
upon completion of the proposed merger with PerkinElmer, these
arrangements will terminate, other than Vivid's exclusive license to
Hologic's existing patents and technology for the development,
manufacture and sale of X-ray screening security systems for
explosives, drugs, currency and other contraband.

     In 1996, Vivid and PerkinElmer settled a patent infringement
dispute. As part of the settlement, Vivid and PerkinElmer granted
each other broad rights to use each other's then existing X-ray
technology for an unlimited period of time.

Competition

     The markets for Vivid's products are highly competitive. Some of
Vivid's competitors have substantially greater manufacturing,
marketing and financial resources than Vivid. Competitors may develop
superior products or products of similar quality for sale at the same
or lower prices. In addition, Vivid's products may be rendered
obsolete by new industry standards or changing technology.

     While several of Vivid's competitors currently market checked
baggage explosives detection products that use dual energy X-ray
technology, Vivid believes that it is able to compete favorably with
these products based upon the overall cost effectiveness of Vivid's
systems as measured by a combination of factors including effective
explosives detection, throughput, low cost of operation, installation
and integration, price, reliability, and their proven operation in a
variety of airports.

     Vivid's systems also compete with systems employing other
technologies including CT scanner technology and trace detection
technology. A product based upon CT scanner technology currently
detects a wider range of explosives than does Vivid's systems. In
1994, the FAA first certified this CT-based system and a new model
was certified in April 1998. In November 1998, the FAA certified a
new CT-based system developed by another company. This certification
does not apply to the commercial production model of this system,
which Vivid believes is still under development. CT systems operate
at a significantly lower throughput rate and significantly higher
expense than Vivid's systems. None of Vivid's products have been
certified by the FAA. Products based upon trace detection technology
have lower throughput rates than those based on dual energy X-ray or
CT technology and generally have been installed as Level 3 or
stand-alone systems.

     Vivid's APS system is intended to detect explosives in carry-on
bags and personal effects at airports and other high-security
installations. This system competes with conventional X-ray systems,
which are lower in price, as well as advanced explosives detection
systems adapted by Vivid's competitors for this use. Some of these
newer systems are less expensive than the APS. The APS system
competes on the basis of detection capabilities, ease of use, price,
expense of operation and reliability.

Manufacturing

     Vivid's manufacturing operations consist primarily of assembly,
test and quality control. Vivid has adopted quality assurance
procedures that include standard design practices, component
selection procedures, vendor control procedures, and comprehensive
reliability testing and analysis. As a result of these efforts, Vivid
has received ISO 9001 certification.

     Vivid purchases a major portion of the parts and peripheral
components for its products. Most parts and materials are readily
available from several supply sources.

     In 1997, Vivid entered into an agreement with Gilardoni S.p.A.,
which requires Vivid to purchase two key components for its APS
system from Gilardoni. Vivid has experienced delays and other
difficulties in obtaining these components from Gilardoni.

Backlog

     Backlog for Vivid's products totaled approximately $4.0 million
as of September 30, 1998 and September 30, 1999.  Backlog consists of
purchase orders for which a customer has scheduled delivery within
the next twelve months.  In certain circumstances, orders included in
backlog may be canceled or rescheduled by customers without
significant penalty.  Backlog as of any particular date should not be
relied upon as indicative of Vivid's revenues for any future period.

Employees

     As of September 30, 1999, Vivid had 108 full-time employees,
including 28 in manufacturing operations and quality assurance, 34 in
research, development and engineering, 31 in marketing, sales and
customer support, and 15 in finance and administration and
information systems.  None of Vivid's employees is represented by a
union.  Vivid considers its employee relations to be good.

Executive Officers of the Registrant

   The  current  executive officers of Vivid and their  ages  are  as
follows:

Name                    Age               Position
S. David Ellenbogen      61     Chairman of the Board and Chief
                                Executive Officer

Dr. Jay A. Stein         57     Senior Vice President, Technical
                                Director and Director

Herbert Janisch          60     President and Chief Operating Officer

William J. Frain         33     Chief Financial Officer and Treasurer

Daniel J. Silva          47     Vice President of Operations


  S. David Ellenbogen, a co-founder of Vivid, has served as its Chief
Executive Officer and a director since its organization in June  1989
and  served as its President from June 1989 until February 1997.  Mr.
Ellenbogen   was   also  a  co-founder  of  Hologic,   a   developer,
manufacturer and seller of X-ray and other bone densitometers, served
as  its  President from October 1985 until May 1994, and is currently
its  Chairman  of  the Board and Chief Executive Officer.   Prior  to
founding Hologic, Mr. Ellenbogen served as President, Treasurer and a
director  of Diagnostic Technology, Inc. ("DTI"), which he co-founded
in   1981.   DTI,  which  developed  an  X-ray  product  for  digital
angiography,   was   acquired   in  1982   by   Advanced   Technology
Laboratories,  Inc.  ("ATL"),  a wholly-owned  subsidiary  of  Squibb
Corporation.  Mr.  Ellenbogen was involved in the management  of  the
digital  angiography group of ATL from 1982 to 1985.  Mr.  Ellenbogen
is employed by Hologic and performs part-time management services for
the  Company  pursuant to a management agreement between the  Company
and  Hologic.   See  "Item  13.  Certain  Relationships  and  Related
Transactions."

   Dr. Jay A. Stein, a co-founder of Vivid and Hologic, has served as
Senior  Vice  President, Technical Director and a director  for  both
companies  since their organization.  Dr. Stein co-founded  DTI  with
Mr.  Ellenbogen  in  1981,  served as Vice  President  and  Technical
Director of DTI and was Technical Director of the digital angiography
group of its successor, ATL, from 1982 to 1985.  Dr. Stein received a
Ph.D.  in Physics from The Massachusetts Institute of Technology.  He
is  the  principal  author  of fifteen patents  pertaining  to  X-ray
technology.  Dr. Stein is employed by Hologic and performs  part-time
management   services  for  the  Company  pursuant  to  a  management
agreement  between  the Company and Hologic. See "Item  13.   Certain
Relationships and Related Transactions."

   Herbert  Janisch  joined Vivid as President  and  Chief  Operating
Officer  in  June  1999.  Previously, Mr. Janisch was  President  and
Chief  Executive  Officer  of  Elin Energieanwendung,  an  electrical
engineering and manufacturing company in Vienna, Austria.   Prior  to
that,  he  held  positions of increasing responsibility  at  Klockner
Moeller  GmbH including acting as the company's Director of Marketing
and   Sales   and  serving  as  President  of  various  international
subsidiaries.

   William  J.  Frain, a Certified Public Accountant, has  served  as
Chief  Financial Officer and Treasurer since October 1996.  Prior  to
that,  Mr. Frain served as Controller from August 1993 until  October
1996.   Prior to joining the Company, Mr. Frain served as an  auditor
at Arthur Andersen LLP from September 1988 to August 1993.

   Daniel  J. Silva has served as Vice President of Operations  since
April  1994.  Prior to that, Mr. Silva served as Vivid's Director  of
Operations  from June 1992 to April 1994. Mr. Silva was hired  as  an
Operations  Manager in June 1991. Prior to joining Vivid,  Mr.  Silva
held  positions  in  manufacturing, project  management  and  program
management at AS&E.

Significant Employees

   Certain  key  employees of the Company who are not also  executive
officers or directors are as follows:

     Name               Age         Position

Kristoph D. Krug        46      Chief Technical Officer

Jeremy M. Attree        40      Director of Operations, Europe

   Kristoph  D. Krug joined Vivid in July 1989 as a Project Engineer,
was  promoted to Director of Research and Development Engineering  in
1992 and became Chief Technical Officer in January 1997. Mr. Krug  is
the  author of two of Vivid's patents for X-ray screening.  Prior  to
joining Vivid, Mr. Krug was Engineering Manager at Teradyne, Inc.,  a
manufacturer of automated test equipment.

  Jeremy M. Attree has served as Director of Operations, Europe since
joining  Vivid in October 1993. From September 1991 to October  1993,
Mr.  Attree  served  as Marketing Manager for EA  Technology  Ltd,  a
primary  research and development center for the electricity industry
in  the  United Kingdom. Prior to joining EA Technology,  Mr.  Attree
served as Marketing Director and Development Manager for Schlumberger
Industries, Security Division, where he was engaged primarily in  the
development of new products in the airport security field.

Item 2. Properties

     Vivid leases its administrative headquarters and manufacturing
facility located in Woburn, Massachusetts. The facility consists of
approximately 43,000 square feet, including 21,000 square feet
dedicated to Vivid's manufacturing operations. In July 1998, Vivid
entered into a five-year lease agreement for approximately 18,500
square feet of additional space in a building next to its existing
location in Woburn, Massachusetts. Vivid subleases approximately
10,000 square feet of this new facility to a third party. This
sublease expires in December 1999, at which time the entire facility
will be available for use by Vivid. Vivid has two offices in the
United Kingdom, leasing approximately 1,000 square feet of space for
sales and service. Vivid believes that its facilities will be
adequate for its needs for the foreseeable future and that suitable
additional space will be available at commercially reasonable prices
as needed.

Item 3.  Legal Proceedings

     In May 1996, Vivid commenced an action in the United States
District Court for the District of Massachusetts against American
Science & Engineering seeking a declaration that Vivid does not
infringe American Science & Engineering patents related to back
scattered X-rays. American Science & Engineering filed a counterclaim
alleging that Vivid is infringing on one or more of eight American
Science & Engineering patents. In April 1997, the court dismissed
American Science & Engineering's counterclaim on summary judgment
without granting leave to file an amended counterclaim. In April
1998, American Science & Engineering filed a motion in the Federal
Court of Appeals for the First Circuit to appeal this decision. The
Court of Appeals heard oral arguments for this appeal in early 1999,
but no decision has been announced.

     In January 1999, Vivid filed suit in the Superior Court for the
State of California, County of San Diego, against InVision
Technologies, Inc., Quantum Magnetics, Inc., ESI International, Inc.,
and two private investigators whom they had hired. The complaint
alleges that the activities of InVision, Quantum and their agents
were designed to determine whether Vivid was in development of
quadrupole resonance technology and what kind of competitive threat
Vivid posed to those companies. Specifically, the complaint alleges
that the acts of InVision and Quantum constituted a misappropriation
of trade secrets, indicated an attempt to induce breaches of
contracts of Vivid's employees, interfered with contractual relations
and constituted defamation. That lawsuit has been stayed by the state
court judge pending final outcome of a criminal investigation of a
former officer and director of Quantum who is also a former employee
of Vivid. The criminal investigation is ongoing.

Item 4.  Submission of Matters to a Vote of Security Holders

     None.


                               Part II

Item 5.  Market for Registrant's Common Equity and Related
Stockholder Matters

Market Information - Vivid's Common Stock is quoted on the Nasdaq
National Market under the symbol "VVID."  The following table sets
forth, for the periods indicated, the high and low sales prices per
share of Common Stock, as reported on the Nasdaq National Market.

Fiscal 1999                             High      Low
Quarter ended December 31, 1998         9.125     3.875
Quarter ended March 31, 1999            6.25      3.375
Quarter ended June 30, 1999             4.50      1.875
Quarter ended September 30, 1999        6.6875    2.4375

Fiscal 1998                             High      Low
Quarter ended December 31, 1997         16.50     10.375
Quarter ended March 31, 1998            16.375    12.00
Quarter ended June 30, 1998             15.75     10.50
Quarter ended September 30, 1998        12.00     6.875


Number of Holders - As of November 30, 1999, there were approximately
186 holders of record of Vivid's Common Stock, including multiple
beneficial holders at depositaries, banks and brokers listed as a
single holder in the street name of each respective depositary, bank
or broker.

Dividend Policy - Vivid has never declared or paid cash dividends on
its capital stock and does not plan to pay any cash dividends in the
foreseeable future.  Vivid's current policy is to retain all of its
earnings to finance future growth.  Vivid's bank line of credit,
which expires February 29, 2000, prohibits the payment of cash
dividends without prior bank approval.

Recent Sales of Unregistered Securities - None.

Use of Proceeds of Initial Public Offering - On December 10, 1996,
the Securities and Exchange Commission declared effective Vivid's
Registration Statement on Form S-1, Commission file number 333-14311,
relating to the initial public offering of Vivid's Common Stock, $.01
par value.  The offering commenced on December 11, 1996 and all
shares covered by the Registration Statement were sold.  The managing
underwriters for the offering were Lehman Brothers Inc., Cowen &
Company and Needham & Company.  The following sets forth certain
information regarding the offering and Vivid's application of the net
proceeds therefrom through September 30, 1999:

                INFORMATION RELATING TO THE OFFERING

          Number of shares registered         2,300,000
          Number of shares sold by Vivid      2,300,000

          Aggregate price of the offering
          amount registered and sold        $27,600,000
          Offering Expenses:
               Underwriting discounts
               and commissions               $1,932,000
               Finders' fees                          -
               Expenses paid to or for
                underwriters                          -
               Other expenses                  $845,000
                    Total expenses           $2,777,000     (1)
          Net offering proceeds             $24,823,000
          -------------------------
            (1)    No such expenses were paid directly
            or indirectly to directors, officers,
            general partners of Vivid or their
            associates; to persons owning ten percent
            or more of any class of equity securities
            of Vivid, or to affiliates of Vivid.

                           USE OF PROCEEDS

                Category                         Amount
          Construction of plant,
           building and facilities              $63,300
          Purchase and installation of
           machinery and equipment           $1,160,000
          Purchase of real estate                     -
          Acquisition of technology/license  $1,750,000
          Repayment of indebtedness                   -
          Redemption of redeemable
           preferred stock (1)               $5,780,650
          Working capital                    $6,912,109
          Temporary investments, net of:     $8,073,323
               Notes, drafts, bills of
               exchange or bankers'
               acceptances which mature
               not later than one year
               from the date of issuance
          Long-term investments              $1,083,618
               Investment-grade commercial
               paper, with an average
               maturity period of 15 months
                    Total investments        $9,156,941
                    Total                   $24,823,000
          -----------------------
            (1)Of this amount, approximately $900,000 was paid to Beta
            Partners Limited Partnership.  Frank Kenny, a director of
            Vivid, is a general partner of this partnership.  No other
            proceeds of the offering were paid directly or indirectly to
            directors, officers, general partners of Vivid or their
            associates; to persons owning ten percent or more of any class
            of equity securities of Vivid; or to affiliates of Vivid.


Item 6.  Selected Financial Data

The following table contains certain selected consolidated financial
data of Vivid and is qualified in its entirety by the more detailed
Consolidated Financial Statements included herein.  This data should
be read in conjunction with "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the
Consolidated Financial Statements appearing elsewhere herein.

                                  Year ended September 30,
                            1995       1996       1997       1998       1999
                                 (in thousands, except per share data)

Consolidated Statement of Operations Data:
Revenues                 $14,437    $15,578    $31,702    $38,718    $21,185
Cost of revenues           6,129      6,899     13,203     16,361     13,393
  Gross margin             8,308      8,679     18,499     22,357      7,792

Operating expenses:
  Research and development 3,653      3,462      4,390      5,859      6,336
  Selling and marketing    1,077      1,395      3,556      4,335      3,729
  General and
   administrative          1,120      1,515      2,929      3,952      4,060
  Restructuring and
   asset write-down            -          -          -          -      1,208
  Litigation expenses        309      1,150        427        220          -
     Total operating
       expenses            6,159      7,522     11,302     14,366     15,333

Income (loss) from
  operations               2,149      1,157      7,197      7,991    (7,541)
Interest and other
income (expense), net        (45)         8        862      1,477       978

Income (loss) before
 provision for
 income taxes              2,104      1,165      8,059      9,468    (6,563)
Provision (benefit) for
 income taxes                 90          -      2,193      2,838    (1,931)

  Net income (loss)      $ 2,014    $ 1,165    $ 5,866    $ 6,630   $(4,632)

Net income (loss) per share
     Basic                $ 1.21     $ 0.69     $ 0.78     $ 0.68    $(0.47)
     Diluted              $ 0.28     $ 0.15     $ 0.60     $ 0.65    $(0.47)

Weighted average number of shares outstanding
     Basic                 1,663      1,682      7,548      9,685     9,911
     Diluted               7,127      7,869      9,838     10,251     9,911


(Dollars in thousands)
                                       September 30,
                            1995       1996       1997       1998      1999
Consolidated Balance Sheet Data:
Working capital          $ 3,968   $ (1,037)  $ 29,297   $ 36,329  $ 31,769
Total assets               7,740     11,963     37,457     45,924    42,349
Redeemable preferred
 stock, including
 current portion           5,781      5,781          -          -         -
Stockholders' equity
 (deficit)                (1,045)       177     31,711     38,900    34,175


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     The  following  discussion  and  analysis  should  be  read   in
conjunction  with  "Item 1. Business," "Item  6.  Selected  Financial
Data," the Company's Consolidated Financial Statements and Notes  and
the information described under the caption "Risk Factors" below.

Recent Development

     On  October  4,  1999,  Vivid executed a merger  agreement  with
PerkinElmer,  Inc. (formerly EG&G, Inc.).  Through the merger,  Vivid
will  become  a wholly-owned subsidiary of PerkinElmer.  Approval  of
the  merger agreement and the merger requires the vote of a  majority
of  the  outstanding  shares  of Vivid's  common  stock.   Vivid  and
PerkinElmer have prepared and filed a proxy statement/prospectus that
has  been  mailed  to  Vivid stockholders for a  special  meeting  of
Vivid's stockholders scheduled to be held on January 13, 2000 to vote
on  the  merger.   A  more  detailed description  of  the  terms  and
conditions  of  the merger agreement and the merger,  and  the  risks
associated   with   the  merger,  are  set   forth   in   the   proxy
statement/prospectus.  Vivid cannot assure that the  merger  will  be
approved  by its stockholders, or that even if approved,  the  merger
will be completed.

Overview

     Vivid was founded in 1989 to develop, manufacture and market
explosives detection systems. Following its organization, Vivid
undertook extensive research and development, introducing its first
free standing explosives detection system in 1991, and its first
integrated explosives detection systems for Level 1 and Level 2
screening in 1993. Vivid commenced commercial shipments of its
integrated checked baggage explosives detection systems in January
1994. As of September 30, 1999, Vivid had sold 294 checked baggage
systems for use in airports throughout Europe, the Asia/Pacific
region, the Middle East, the United States and Canada. Vivid has also
developed a freestanding system, the APS system, to screen hand
baggage for explosives and weapons for use in airports and protection
of public, private, and government facilities. As of September 30,
1999, Vivid had sold 106 APS systems.

     Vivid's sales are primarily to owners and operators of airports,
including foreign governments and regulatory authorities, and other
government agencies and departments that purchase non-aviation
equipment. Vivid's revenues are derived primarily from product sales.
Vivid recognizes revenue from product sales upon shipment to the
customer, provided that no significant Vivid obligations remain
outstanding and collection of the related receivable is deemed
probable by management. Vivid accrues for anticipated warranty and
installation costs upon shipment. Vivid's revenues also include
government research and development grants and revenues from service,
the sale of spare parts and training, which have comprised less than
10% of revenues in the periods presented. Vivid recognizes revenues
under its development grants as services are rendered. Vivid
recognized development revenue from FAA grants of $0.8 million in
fiscal 1997, $2.7 million in fiscal 1998 and $1.2 million in fiscal
1999.

     Vivid's cost of revenues includes a royalty payable with respect
to product sales and other revenues derived from its license with
Hologic. Under the terms of this exclusive agreement, in January 1997
this royalty was reduced from 5% to 3% of revenues derived from the
license upon Vivid reaching $50 million in cumulative revenues
subject to the exclusive license. Upon Vivid reaching $200 million of
cumulative revenues subject to this exclusive license, the royalty
will be eliminated entirely. As of September 30, 1999, Vivid had
reached approximately $124 million in cumulative revenues. If the
contemplated merger with PerkinElmer is completed, Vivid has agreed
to pay Hologic $2.0 million plus all royalties accrued through
September 30, 1999 for a fully paid-up license to the Hologic
technology.

  A relatively few customers have accounted for a substantial
portion of Vivid's revenues.

      In fiscal 1999, Vivid's sales to a United States government
     agency accounted for 16% of revenues, sales to  Manchester Airport UK
     accounted for 16% of revenues, sales to Hochtief AG (the New Athens
     International Airport) accounted for 11% of revenues, and sales to
     the BAA accounted for 13% of revenues.

      In fiscal 1998, Vivid's sales to the BAA accounted for 42% of
     revenues, sales to Airport Authority Hong Kong accounted for 12% of
     revenues and sales to the FAA, including research and development
     funding, accounted for 16% of revenues.

      In fiscal 1997, Vivid's sales to the BAA accounted for 39% of
     revenues, sales to Airport Authority Hong Kong accounted for 19% of
     revenues and sales to Toyo Kanetsu K.K., the baggage handling
     contractor for Malaysia's Kuala Lumpur International Airport,
     accounted for 27% of revenues.

Vivid expects that revenues from these customers will decrease and
will become increasingly dependent upon sales of upgrades,
replacement equipment and services.

  A majority of Vivid's revenues have been generated by sales to
customers outside the United States. Vivid's foreign sales have
occurred principally in the United Kingdom, other Western European
countries, the Asia/Pacific region and the Middle East. Foreign sales
accounted for 97% of Vivid's revenues in fiscal 1997, 78% in fiscal
1998, and 73% in fiscal 1999. Vivid expects international sales to
remain a significant component of its business.

Results of Operations

Fiscal Year Ended September 30, 1999 Compared to Fiscal Year Ended
September 30, 1998

     Revenues. Vivid's revenues in fiscal 1999 decreased 45% to $21.2
million from $38.7 million in fiscal 1998. This decrease was
attributable to both a decrease in product sales and in development
revenue from the FAA. Vivid attributes the slowdown in product sales
primarily to the extension by the European Civil Aviation Conference
from 2000 to 2002 for all member states to implement 100% screening
of international checked luggage, and the lingering effects of the
economic troubles in Asia. In addition, Vivid believes that it will
be difficult to complete significant sales of its checked baggage
screening systems in the United States until such time as Vivid has
an FAA certified system. During fiscal 1999, Vivid shipped 37 checked
baggage systems and 76 APS systems, compared to 80 checked baggage
systems and 28 APS systems in fiscal 1998.

     Gross Margin. Vivid's gross margin in fiscal 1999 decreased to
37% compared to 58% in fiscal 1998. The decrease was primarily
attributable to significant fixed manufacturing labor and overhead
costs applied to a lower volume of shipments of Vivid's checked
baggage products. Also impacting gross margin was product mix of
shipments for fiscal 1999 with the majority of sales coming from the
APS system which has a lower average margin than Vivid's checked
baggage system.

     Research and Development Expenses. Vivid's research and
development expenses increased 8% to $6.3 million, or 30% of
revenues, in fiscal 1999 from $5.9 million, or 15% of revenues, for
fiscal 1998. The overall increase in research and development
expenses for fiscal 1999 was primarily attributable to the addition
of engineering personnel and consultants working on the development
of new products, including the next generation system, and product
feature changes to the APS system. The increase was also due to the
reduction in FAA grants that offset costs in fiscal 1998. At the end
of the second quarter of fiscal 1999, Vivid implemented a
restructuring plan, including a workforce reduction, which reduced
research and development expenses for fiscal 1999 by approximately
$0.7 million from fiscal 1998.

     Selling and Marketing Expenses. Vivid's selling and marketing
expenses decreased 14% to $3.7 million, or 18% of revenues, in fiscal
1999 from $4.3 million, or 11% of revenues, in fiscal 1998. This
decrease was primarily attributable to the decrease in commissions,
public relations costs, trade show and travel related costs, and
advertising costs, which was slightly offset by an increase in
consulting and personnel related costs.

     General and Administrative Expenses. Vivid's general and
administrative expenses decreased 3% to $4.1 million, or 19% of
revenues, in fiscal 1999 from $4.2 million, or 11 % of revenues, in
fiscal 1998. The decrease was primarily attributable to a decrease in
personnel and related costs and license fees and patent amortization
charges in connection with Vivid's restructuring in the second
quarter of fiscal 1999, which were slightly offset by an increase in
legal and administrative fees.

     Restructuring and Asset Write Down. In the second quarter of
fiscal 1999, Vivid implemented a restructuring that included the shut
down of a development facility and the abandonment of certain
technology, resulting in a nonrecurring charge of approximately $1.2
million. The restructuring included a $1.1 million write-off of
unamortized license fees and fixed assets related to an abandoned
technology, $76,000 of lease termination and certain other
contractual termination costs and $52,000 of severance costs for
terminated research and development personnel. The total cash impact
of the restructuring amounted to approximately $128,000, of which
$12,000 remained unpaid as of September 30, 1999.

     During the second quarter of fiscal 1999, Vivid also implemented
a cost cutting plan to reduce operating costs. The cost cutting plan
included a 10% workforce reduction, the cost of which has not been
included in the restructuring described above. The costs associated
with the workforce reduction were paid by March 31, 1999 and are
included in Vivid's statements of operations in cost of revenues,
research and development, selling and marketing, and general and
administrative expenses.

     Interest and Other Income. Vivid's net interest and other income
decreased to $1.0 million in fiscal 1999 from $1.5 million in fiscal
1998. The decrease was primarily attributable to a decrease in
interest income attributable to lower average cash balances available
for investments and a reduction in other income including gains on
foreign exchange.

     Provision for Income Taxes. During fiscal 1999, Vivid recognized
a tax benefit of approximately $1.9 million based upon the use of net
operating losses. Vivid's effective tax rate was 30% in fiscal 1998
which is lower than the statutory tax rates primarily due to the use
of tax credits and the tax benefits associated with Vivid's foreign
sales corporation.

Fiscal Year Ended September 30, 1998 Compared to Fiscal Year Ended
September 30, 1997

     Revenues. Vivid's revenues increased by approximately 22% to
$38.7 million in fiscal 1998 from $31.7 million in fiscal 1997. This
increase was primarily attributable to an increase in product sales
of checked baggage systems and the newly introduced hand baggage
system. The increase in product sales was primarily attributable to
the total number of product shipments to Europe, the Middle East, and
the United States, including installations at JFK Terminal One,
partially offset by slightly lower average selling prices of Vivid's
products and a change in product mix. During fiscal 1998, Vivid
shipped and installed 80 checked baggage units and 28 hand baggage
units compared to 76 checked baggage units and two hand baggage units
in fiscal 1997. In fiscal 1998, Vivid recognized approximately $2.7
million of revenue under a FAA research grant, compared to $0.8
million in fiscal 1997.

     Gross Margin. Vivid's gross margin was 58% of revenues in fiscal
1998 and fiscal 1997. In fiscal 1998, the increase in unit sales,
revenue associated with Vivid's FAA development grant, service
contracts and improved manufacturing efficiencies, which increased
margins, were offset by lower average selling prices and the addition
of sales of Vivid's hand baggage unit which had lower margins than
Vivid's checked baggage units.

     Research and Development Expenses. Vivid's research and
development expenses increased by approximately 33% to $5.9 million,
or 15% of revenues, in fiscal 1998 from $4.4 million, or 14% of
revenues, in fiscal 1997. The increase was primarily attributable to
the addition of engineering personnel and outside consultants working
on the development of new products, mainly the development of a
second generation explosives detection system in an effort to reach
FAA certification, and enhancements to existing products, including
enhancements to the APS system for carry-on baggage and the VIS-M.
Development expenses incurred under Vivid's FAA grants were included
in costs of goods sold.

     Selling and Marketing Expenses. Vivid's selling and marketing
expenses increased approximately 22% to $4.3 million, or 11% of
revenues, in fiscal 1998 from $3.6 million, or 11% of revenues, in
fiscal 1997. The increase was primarily attributable to additional
sales and support personnel as a result of the expansion of
operations in Europe and the United States and, to a lesser extent,
an increase in advertising, consulting and public relations, trade
shows and related travel costs.

     General and Administrative Expenses. Vivid's general and
administrative expenses increased approximately 35% to $3.9 million,
or 10% of revenues, in fiscal 1998 from $2.9 million, or 9% of
revenues, in fiscal 1997. The increase was primarily attributable to
an increase in personnel and related costs, patent amortization, and
license fees, as well as additional overhead costs as the headcount
for Vivid increased approximately 14%.

     Litigation Expenses. Vivid incurred $220,000 of litigation
expenses in fiscal 1998 and $427,000 in fiscal 1997, primarily in
connection with Vivid's patent litigation with American Science &
Engineering and, to a lesser extent, its patent litigation with
PerkinElmer.

     Interest Income. Vivid recognized net interest income of
approximately $1.3 million in fiscal 1998 compared to net interest
income of $0.8 million in fiscal 1997. The increase in fiscal 1998
was primarily attributable to higher average cash balances resulting
from the receipt of proceeds from Vivid's initial public offering in
fiscal 1997, and the generation of cash from operations in fiscal
1998.

     Provision for Income Taxes. Vivid's effective tax rate for
fiscal 1998 was 30% compared to 27% in fiscal 1997. Vivid's effective
tax rate in fiscal 1998 was lower than the statutory tax rates
primarily due to the use of tax credits and the tax benefits
associated with Vivid's foreign sales corporation and Massachusetts
securities corporation. The increase in the provision for income
taxes in fiscal 1998 was primarily attributable to increased product
sales in the United States, which offset the benefit from the foreign
sales corporation.

Liquidity and Capital Resources

     Vivid has funded its operations and capital expenditures
primarily through internally generated cash flows, proceeds from the
sale of securities and the availability of a working capital line of
credit. At September 30, 1999, Vivid had working capital of $31.8
million including $19.7 million in cash and cash equivalents and
short-term investments. Vivid also had $1.1 million of long-term
investments. Subsequent to September 30, 1999, Vivid secured a $3.0
million bank line of credit which expires February 29, 2000. The line
of credit bears interest at the bank's prime rate, which was 8.25% as
of September 30, 1999.

     During fiscal 1999, Vivid's net cash used in operating
activities was approximately $4.7 million, including, net loss
adjusted for non-cash expenses, including depreciation and
amortization and write down of assets totaling $1.7 million, a $2.0
million increase of inventories and $1.1 million increase in other
current assets. The increase in inventory relates to purchases
associated with the production of the next generation system and the
increased sales activity of the APS system, and overall lower product
sales of checked baggage units. The increase in other current assets
relates to Vivid's tax benefit.

     During fiscal 1999, net cash provided by investing activities
was approximately $866,000, primarily attributable to the net
decrease in investment balances of $1.3 million offset by capital
expenditures of approximately $359,000.

     During fiscal 1999, net cash used in financing activities was
approximately $93,000, primarily attributable to Vivid's purchase of
treasury stock, offset by exercises of stock options.

     Vivid may be affected, for the foreseeable future, by economic
conditions and currency volatility in the regions of the world where
it does business. As a result, there are uncertainties that may
affect future operations, including the recoverability of
receivables. It is not possible to determine the future effect
adverse economic conditions may have on Vivid's liquidity and
earnings.

     Vivid believes that its existing resources and the anticipated
cash generated from operations will be sufficient to fund its planned
operations for at least the next 12 months. The sufficiency of
Vivid's resources to fund working capital needs is subject to known
and unknown risks, uncertainties and other factors which may
materially harm Vivid's business, including without limitation the
risk factors referred to in this Form 10-K.

Year 2000 Readiness Disclosure

     Vivid may be affected by year 2000 issues related to
non-compliant information technology systems, often referred to as IT
systems, or non-IT systems operated or sold by Vivid or by third
parties. Vivid has substantially completed assessment of its internal
IT systems and non-IT systems. Vivid has tested all products
internally and has adopted a Year 2000 Qualification Test Procedure
to ensure that all products operate properly through the year 2000
and beyond. In addition to internal testing, Vivid has received
compliance certificates from the FAA and BAA confirming that Vivid's
existing products are year 2000 compliant. Vivid has also submitted a
survey to vendors subject to year 2000 compliance. In addition to the
survey, Vivid has internally tested components supplied by outside
vendors. Vivid has also performed an internal review of in-house
computers, network, operating system and financial reporting package
confirming year 2000 compliance.

     Vivid is not currently aware of any year 2000 problems relating
to systems operated or sold by Vivid that would have a material
adverse effect on Vivid's business, results of operations or
financial condition. Although Vivid believes that its systems are
year 2000 compliant, Vivid utilizes third-party equipment and
software that may not be year 2000 compliant. In addition, Vivid's
products and software are often sold to be integrated into or
interface with third party equipment or software. Failure of
third-party equipment or software to operate properly with regard to
the year 2000 and thereafter could require Vivid to incur
unanticipated expenses to remedy any problems, which could have a
material adverse effect on Vivid business, financial condition and
results of operations.

     Vivid may also be vulnerable to any failures by its major
suppliers, service providers and customers to remedy their own
internal IT and non-IT system year 2000 issues which could, among
other things, have a material and adverse affect on Vivid's supplies
and orders. Vivid is unable to estimate the nature or extent of any
potential adverse impact resulting from the failure of third parties,
such as its suppliers, service providers and customers, to achieve
year 2000 compliance. Moreover, such third parties, even if year 2000
compliant, could experience difficulties resulting from year 2000
issues that may affect their suppliers, service providers and
customers. As a result, although Vivid does not currently anticipate
that it will experience any material shipment delays from their major
product suppliers or any material sales delays from its major
customers due to year 2000 issues, these third parties may experience
year 2000 problems. Any such problems could have a material adverse
effect on Vivid's business, financial condition and results of
operations.

     Other than its activities described above, Vivid does not have
and does not plan to develop a contingency plan to address year 2000
issues. Should any unanticipated significant year 2000 issues arise,
Vivid's failure to implement such a contingency plan could have a
material adverse affect on its business, financial condition and
results of operations.

     To the extent that Vivid does not identify any material
non-compliant IT systems or non-IT systems operated by Vivid or by
third parties, such as Vivid's suppliers, service providers and
customers, the most reasonably likely worst case year 2000 scenario
is a systemic failure beyond the control of Vivid, such as a
prolonged telecommunications or electrical failure, or a general
disruption in United States or global business activities that could
result in a significant economic downturn. Vivid believes that the
primary business risks, in the event of such failure or other
disruption, would include but not be limited to loss of customers or
orders, increased operating costs, inability to obtain inventory on a
timely basis, disruptions in product shipments, or other business
interruptions of a material nature, as well as claims of
mismanagement, misrepresentation, or breach of contract, any of which
could have a material adverse effect on Vivid's business, financial
condition and results of operations.

Recent Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement
establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities on
the balance sheet and measures those instruments at fair value. SFAS
No. 133, as amended by SFAS No. 137, is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Vivid does
not expect SFAS No. 133 to have a material impact on its consolidated
financial statements.

Risk Factors

  We  have made forward-looking statements in this document,  and  in
documents  that  are incorporated by reference, that are  subject  to
risks   and   uncertainties.   Forward-looking   statements   include
statements of Vivid's plans, objectives, expectations and intentions.
Also,   when   we  use  words  such  as  "may,"  "will,"   "expects,"
"anticipates," "believes," "plans," "intends," "could,"  "estimates,"
"is being" or "goal" or other variations of these terms or comparable
terminology, we are making forward-looking statements, we are  making
forward-looking statements.  You should note that many factors  could
affect  the future financial results of Vivid, and could cause  these
results  to  differ materially from those expressed in  our  forward-
looking  statements.  Factors that could cause or contribute to  such
differences include those discussed below, as well as those discussed
elsewhere in this report.

Risks Relating to the Merger. The proposed merger with PerkinElmer is
subject  to  numerous  known  and  unknown  risks  and  uncertainties
including  those  set  forth  below.  You  should  read  Vivid's  and
PerkinElmer's  proxy statement/prospectus that  has  been  mailed  to
Vivid  stockholders  for  a special meeting of  Vivid's  stockholders
scheduled  to  be  held  on  January 13, 2000  for  a  more  detailed
description of these risks.

     PerkinElmer's  stock  price is  volatile  and  the  value  of
     PerkinElmer common stock issued in the merger will depend on its
     market price at the time of the merger.  No adjustment will be made
     to the exchange ratio as a result of changes in the market price of
     PerkinElmer's common stock if the PerkinElmer market price remains
     between $30.99 and $46.49 per share.

     If  PerkinElmer does not manage the integration of Vivid  and
     other acquired companies successfully, it may be unable to achieve
     desired results.

     PerkinElmer may face challenges in integrating PerkinElmer and
     Vivid and, as a result, may not realize the expected benefits of the
     anticipated merger.

     If  PerkinElmer does not successfully integrate Vivid or  the
     merger's  benefits do not meet the expectations of financial  or
     industry analysts, the market price of PerkinElmer's common stock may
     decline.

     Failure  to complete the merger could negatively  impact  the
     market price of Vivid's common stock and Vivid's operating results.

     If the merger is not completed, Vivid may be unable to attract
     another strategic partner on equivalent or more attractive terms than
     those being offered by PerkinElmer.

     Vivid may lose an opportunity to enter into a merger or business
     combination with another party on more favorable terms because of
     provisions in the merger agreement which prohibit Vivid from entering
     into such transactions or soliciting such proposals.

     Vivid's officers and directors have conflicts of interest that
     may influence them to support of approve the merger.

     Uncertainties associated with the merger has caused Vivid  to
     lose Jim Aldo, vice president of marketing and sales, and may cause
     Vivid to lose other key personnel.

     Customers of PerkinElmer and Vivid may delay or cancel orders as
     a result of concerns over the merger.

     There  are  many  risks  and  uncertainties  associated  with
     PerkinElmer's business including those set forth  in  the  proxy
     statement/prospectus and PerkinElmer's other  filings  with  the
     Securities and Exchange Commission.

Risks Relating to Vivid

Vivid may continue to incur significant losses.

     Vivid incurred net losses of $4.6 million for the fiscal year
ended September 30, 1999.  These losses, most of which were incurred
during the first six months of this period, were substantially
attributable to a significant reduction in revenues. Vivid cannot
assure that it will be able to increase its revenues or reduce costs
to be profitable on a sustained basis.

Vivid's reliance on a small number of customers with discrete
projects for a large portion of its revenues has had and may continue
to have a material adverse effect on Vivid's revenues and results of
operations.

     In fiscal 1999, Vivid's revenues and results of operations were
adversely affected by its inability to replace a significant portion
of revenues it received during previous periods from a limited number
of customers whose projects or contracts had been completed or nearly
completed. In fiscal 1999, Vivid's sales to a United States
government agency accounted for 16% of revenues, sales to Manchester
Airport UK accounted for 16% of revenues, Hochtief AG (the New Athens
International Airport) accounted for 11% of revenues and sales to BAA
accounted for 13% of revenues. In fiscal 1998, Vivid's sales to the
BAA accounted for 42% of revenues, sales to the Airport Authority of
Hong Kong accounted for 12% of revenues and sales to the United
States Federal Aviation Administration, or FAA, including research
and development funding, accounted for 16% of revenues. Vivid's
continued reliance on a limited number of customers with discrete
projects for a substantial portion of its revenues could continue to
have a material adverse effect on its business, financial condition
and results of operations.

Vivid's sales of checked baggage explosives detection systems will be
adversely affected unless and until Vivid obtains FAA certification
for a system.

     Vivid does not have a checked baggage explosives detection
system that has been certified by the FAA. This has limited Vivid's
sales of its checked baggage explosives detection system in the
United States, and may adversely affect its sales in other countries.
Vivid has experienced delays in its attempts to obtain FAA
certification for its MVT system, Vivid's next generation checked
baggage system, and believes that it will need to make further
refinements to the system in order to meet the FAA's certification
requirements. Vivid cannot ensure that the MVT or any other products
that it may develop will ever meet the FAA or any other certification
standard.

The failure or delay of governments to mandate the screening of
baggage with advanced explosives detection systems could have a
material adverse effect on sales of Vivid's systems.

     The failure or delay of governments to mandate the screening of
baggage with advanced explosives detection systems has had and may
continue to have a material adverse effect on the sales of Vivid's
systems. Sales of Vivid's explosives detection systems for use in
airports will continue to be dependent upon governmental initiatives
that require or support the screening of baggage with advanced
explosives detection systems. These mandates are influenced by many
factors outside the control of Vivid, including political and
budgetary concerns of governments, airlines and airports. In 1998,
the European Civil Aviation Conference, an organization with 37
member states, delayed the implementation of 100% screening of
international checked baggage to the year 2002, from its prior target
date of the year 2000. Vivid, which has derived a substantial portion
of its revenues from Europe, believes that this delay has had a
material adverse effect on its business, financial condition and
results of operations.

Continued fluctuations in operating results could cause the price of
Vivid common stock to fall.

  Vivid's annual and quarterly operating results have fluctuated in
the past and are likely to fluctuate in the future. It is possible
that Vivid's revenues and operating results will be below the
expectations of securities analysts and investors in future quarters.
If Vivid fails to meet or surpass the expectations of securities
analysts or investors, the market price of Vivid common stock will
most likely fall. Factors that affect Vivid's operating results
include:

     the overall demand for explosives detection systems;

     the timing of regulatory approvals for Vivid's systems and the
     approval of governmental initiatives to promote the use of explosives
     detection systems;

     the timing of new product announcements and releases by Vivid
     and its competitors;

     variations in the number and mix of products sold by Vivid;

     timing of customer orders and adjustments of delivery schedules
     to accommodate customers' programs;

     the availability of components, materials and labor necessary to
     produce Vivid's products;

     the timing and level of expenditures in anticipation of future
     sales; and

     pricing and other competitive conditions.

The commercial success of Vivid's systems will depend in large part
on the expanded use of explosives detection systems.

  The explosives detection industry is at a relatively early stage
of development. The commercial success of Vivid's systems will depend
in large part on the expanded use of explosives detection systems.
Vivid cannot assure that the explosives detection industry will
develop further or that Vivid will market its products effectively
and obtain broader market acceptance for its products. The market's
acceptance of explosives detection systems on a broad basis will be
dependent upon a number of factors. These factors include:

      government appropriations and initiatives to support purchases
     of explosives detection equipment;

      the real and perceived threat of terrorist attacks;

      the performance and price of Vivid's and its competitors'
     products;

      the expansion of applications for explosives detection
     technology; and

      customer reaction to existing explosives detection systems.

Vivid's lengthy sales cycle requires Vivid to incur significant
expenses with no assurance that Vivid will generate revenue.

     Customer decisions to purchase Vivid's systems often require
significant expenditures by Vivid without any assurance of success.
These customer decisions often precede the generation of sales, if
any, by a year or more. Prior to a sale, Vivid may be required to
provide a potential customer with a demonstration unit for extensive
regulatory testing and evaluation free of charge. In addition,
customers may initially purchase one or a few units for extensive
testing and evaluation before making a decision regarding volume
purchases. Purchases may also be delayed to correspond to a
customer's budgetary cycle or as a result of regulatory approval
requirements. Delays in anticipated purchase orders have had and
could continue to have a material adverse effect on Vivid's business,
financial condition and results of operations.

Vivid conducts its business worldwide, which exposes it to a number
of difficulties inherent in international activities.

  Vivid's international business, which accounted for approximately
78% of Vivid's revenues in fiscal 1998 and 73% in fiscal 1999, may be
materially and adversely affected by many factors including:

      international regulatory requirements and policy changes;

      favoritism towards local suppliers;

      difficulties in inventory management, accounts receivable
     collection and the management of distributors or representatives;

      difficulties in staffing and managing foreign operations;

      political and economic changes and disruptions;

      governmental currency controls;

      currency exchange rate fluctuations; and

      tariff regulations.

  Vivid anticipates that international sales will continue to
account for a significant percentage of its revenues.

Fluctuations in the foreign currency exchange rates in relation to
the U.S. dollar could have a material adverse effect on Vivid's
operating results.

     Although Vivid's international sales have been denominated
primarily in U.S. dollars, changes in currency exchange rates that
would increase the relative value of the U.S. dollar may make it more
difficult for Vivid to compete with foreign manufacturers on price or
otherwise have a material adverse effect on its sales and operating
results. On occasion, Vivid's sales have been denominated in foreign
currencies. A significant increase in Vivid's foreign denominated
sales would increase Vivid's risk associated with foreign currency
fluctuations. Vivid may enter into hedging transactions to limit this
exposure. Vivid cannot assure that these hedging transactions would
be successful.

Vivid's future success depends on its ability to enhance existing
products and to develop new products.

  Vivid has developed and marketed a limited number of products.
Vivid believes that its future success will depend in large part on
its ability to enhance its existing products and to develop new
products to meet regulatory and customer requirements. The
uncertainties inherent with product development and introduction
create a risk that Vivid will be unsuccessful in introducing products
or product enhancements on a timely basis, if at all. The enhancement
and development of Vivid's products will be subject to risks
associated with new product development of explosives detection
systems. These risks include:

      unanticipated delays;

      budget overruns;

      technical problems;

      regulatory approval from the FAA and foreign regulatory
     authorities; and

      other difficulties that could result in the abandonment or
    substantial change in the commercialization of these enhancements or
    new products.

Vivid's dispute with a supplier of components for its APS hand bag
inspection system could have a material adverse effect on its
business, financial condition and results of operations.

     Vivid relies on Gilardoni S.p.A, an Italian-based manufacturer,
for two key components for its APS systems. Vivid has experienced
delays and other difficulties in obtaining these components from
Gilardoni. Vivid has advised Gilardoni that unless Gilardoni is able
to meet its contractual obligations, Vivid may exercise its
contractual right to obtain an alternative source of these
components. Vivid only has the right to seek an alternative source of
supply if Gilardoni is in breach of its contractual obligations.
Gilardoni has denied that it is in breach and has claimed that Vivid
is in breach of its contractual obligations. Vivid cannot assure that
Gilardoni will improve its performance, or that, if necessary, Vivid
will be successful in finding an alternative supplier for these
components on a timely basis or on favorable terms. Vivid's ongoing
dispute with Gilardoni could divert management's attention and
resources, adversely affect sales of APS systems, and otherwise have
a material adverse effect on Vivid's business, financial condition
and results of operations.

Intense competition, rapid technological change and evolving industry
standards and requirements could decrease demand for Vivid's products
or make Vivid's products obsolete.

     Vivid cannot assure that it will be able to compete
successfully. Many of Vivid's competitors have substantially greater
manufacturing, marketing and financial resources than Vivid. Intense
competition, rapid technological change and evolving industry
standards and requirements could decrease demand for Vivid's products
or make Vivid's products obsolete. Two of Vivid's competitors have
developed products based upon alternative technology that have been
certified by the FAA. In addition, competitors may develop superior
products or products of similar quality for sale at the same or lower
prices. Improvements in current or new technologies could make
competitors' products technically equivalent or superior to Vivid's
products, in addition to providing cost or other advantages. Other
advances or changes in industry standards or requirements could make
it more difficult for Vivid to meet those standards or requirements
or could render Vivid's products obsolete.

Vivid may be unable to attract and retain management and other
personnel it needs to succeed.

     The loss of any of Vivid's executive officers or key research
and development personnel, its inability to attract or retain
qualified personnel in the future or delays in hiring required
personnel could adversely affect Vivid's business. Competition for
such personnel, particularly software engineers and other technical
personnel, is intense. Vivid may be unable to attract and retain all
personnel necessary for the development of its business.

Vivid may have difficulty protecting its intellectual property.

     Vivid's ability to compete is affected by its ability to protect
its intellectual property. Vivid relies primarily on trade secret
laws, confidentiality procedures, patents, copyrights, trademarks and
licensing arrangements to protect its intellectual property. The
steps Vivid has taken to protect its technology may be inadequate.
Existing trade secret, trademark and copyright laws offer only
limited protection. Vivid's patents could be invalidated or
circumvented. The laws of some foreign countries in which Vivid's
products are or may be developed, manufactured or sold may not
protect Vivid's products or intellectual property rights to the same
extent as do the laws of the United States. This may make the
possibility of piracy of Vivid's technology and products more likely.
Vivid cannot assure that the steps that it has taken to protect its
intellectual property will be adequate to prevent misappropriation of
its technology.

Vivid's operations could infringe the intellectual property rights of
others.

     Particular aspects of Vivid's technology could be found to
infringe on the intellectual property rights or patents of others.
Other companies may hold or obtain patents on inventions or may
otherwise claim proprietary rights to technology necessary to Vivid's
business. Vivid cannot predict the extent to which it may be required
to seek licenses. Vivid cannot assure that the terms of any licenses
it may be required to seek will be reasonable.

Vivid's business may be materially adversely affected by infringement
claims by American Science & Engineering.

     In May 1996, Vivid commenced an action in the United States
District Court for the District of Massachusetts against American
Science & Engineering seeking a declaration that Vivid does not
infringe American Science & Engineering's patents related to back
scattered X-rays. American Science & Engineering filed a counterclaim
alleging that Vivid is infringing on one or more of eight American
Science & Engineering patents. In April 1997, the court dismissed
American Science & Engineering's counterclaim on summary judgment
without granting leave to file an amended counterclaim. In April
1998, American Science & Engineering filed a motion in the Federal
Court of Appeals for the First Circuit to appeal this decision. The
Court of Appeals heard oral arguments for this appeal in early 1999,
but no decision has been announced. Although Vivid does not believe
that it is infringing any valid patent of American Science &
Engineering, American Science & Engineering could make a new
counterclaim that raises more specific infringement allegations.
Failure of Vivid to prevail in this litigation could have a material
adverse effect on Vivid's business, financial condition and results
of operations.

Vivid could incur substantial costs as a result of product liability
claims and adverse publicity if Vivid's systems fail to detect
explosives.

  If Vivid's explosives detection systems fail to detect an
explosive, Vivid could be subject to product liability claims and
negative publicity, which could cause Vivid to incur substantial
costs and could have a material adverse effect on Vivid's business,
financial condition and results of operations. There are many factors
beyond Vivid's control that could result in the failure of its
products to detect explosives. These factors include:

      the reliability of a system's operators;

      the ongoing training of a system's operators; and

      the maintenance of Vivid's products by its customers.

     Vivid currently maintains aviation product liability insurance.
This insurance may be insufficient to protect Vivid from product
liability claims. Moreover, there is a risk that product liability
insurance may not continue to be available to Vivid at a reasonable
cost, if at all.

Provisions of Vivid's charter make a takeover of Vivid more
difficult, which could discourage attractive takeover offers and
limit the price others may be willing to pay for Vivid common stock.

     Vivid's charter and provisions of Delaware corporate law contain
provisions that may make the acquisition of Vivid more difficult and
discourage changes in Vivid's management. In addition, Vivid has
adopted a stockholder rights plan that gives holders of its common
stock the right to purchase shares of Vivid common stock at a price
substantially discounted from the then applicable market price of
Vivid common stock in the event of many potential takeover
situations. The provisions contained in Vivid's charter, Delaware
corporate law and the rights plan could limit the price that certain
investors might be willing to pay in the future for shares of Vivid
common stock. These provisions do not apply to the proposed merger
between Vivid and PerkinElmer.

The volatility of Vivid's stock price could adversely affect your
investment in Vivid common stock.

  The market price of Vivid common stock has been and may continue
to be highly volatile. Vivid believes that a variety of factors could
cause the price of its common stock to fluctuate, perhaps
substantially, including:

      announcements of developments related to Vivid's business,
     including announcements of certification by the FAA or other
     regulatory authorities of Vivid's or its competitors' products;

      quarterly fluctuations in Vivid's actual or anticipated
     operating results and order levels;

      general conditions in the worldwide economy;

      announcements of technological innovations;

      new products or product enhancements by Vivid or its
     competitors;

      developments in patents or other intellectual property rights
     and litigation; and

      developments in Vivid's relationships with its customers and
     suppliers.

  In addition, in recent years the stock market in general and the
markets for shares of small capitalization and "high-tech" companies
in particular have experienced extreme price fluctuations which have
often been unrelated to the operating performance of affected
companies. Any such fluctuations in the future could adversely affect
the market price of Vivid common stock and the market price of Vivid
common stock may decline.

Year 2000 readiness disclosure; year 2000 problems could disrupt
Vivid's business.

     The year 2000 problem is the potential for system and processing
failure of date-related data as the result of computer-controlled
systems using two digits rather than four digits to define the
applicable year. This could result in system failure or
miscalculation causing disruptions of operations, including, among
other things, loss of customers or orders, increased operating costs,
inability to obtain inventory on a timely basis, disruptions in
product shipments, or other business interruptions of a material
nature, as well as claims of mismanagement, misrepresentation, or
breach of contract. Undetected year 2000 problems may cause Vivid to
experience negative consequences or significant costs. Vivid's
vendors, suppliers or customers could experience negative
consequences or significant costs that could have a material adverse
effect on Vivid's business, financial condition or results of
operations.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

     Foreign Exchange Hedging. The accounts of Vivid's foreign
subsidiary, Vivid Technologies UK Ltd., are translated in accordance
with SFAS No. 52, Foreign Currency Translation. In translating the
accounts of the foreign subsidiary into U.S. dollars, assets and
liabilities are translated at the rate of exchange in effect at
quarter-end, while stockholders' equity is translated at historical
rates. Revenue and expense accounts are translated using the weighted
average exchange rate in effect during the year. Foreign currency
transaction gains or losses for Vivid Technologies UK Ltd. are
included in Vivid's consolidated statements of operations since the
functional currency for this subsidiary is the U.S. dollar.

     Vivid had sales denominated in foreign currencies of
approximately $8,044,000 during fiscal 1997, $6,804,000 during fiscal
1998 and $2,815,000 during fiscal 1999.  Vivid recognized a loss of
$47,000 in fiscal 1997, a gain of $36,000 in fiscal 1998 and a loss
of $92,000 in fiscal 1999, related to such foreign currency
transactions which is included in other income (expense) in the
consolidated statement of operations.

     Investment Portfolio. Vivid does not use derivative financial
instruments for investment purposes and only invests in financial
instruments that meet high credit quality standards, as specified in
Vivid's investment policy guidelines; the investment policy also
limits the amount of credit exposure to any one issue, issuer, and
type of instrument.


Item 8.  Financial Statements and Supplementary Data

     The consolidated Financial Statements and Supplementary Data of
the Company are listed under Part IV, Item 14, in this Report.


Item 9.  Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

     Not applicable.



                              PART III

Item 10.  Directors and Executive Officers of the Registrant

     The information required by this Item 10 is hereby incorporated
by reference to the text appearing under Part I, Item 1 - Business
under the caption "Executive Officers of the Registrant" in this
Report, and by reference to the Company's definitive proxy statement
which may be filed by the Company within 120 days after the close of
its fiscal year.


Item 11.  Executive Compensation

     The information required by this Item 11 is hereby incorporated
by reference to the information under the heading "Executive
Compensation" in the Company's definitive proxy statement which may
be filed by the Company within 120 days after the close of its fiscal
year.


Item 12.  Security Ownership of Certain Beneficial Owners and
Management

     The information required by this Item 12 is hereby incorporated
by reference to the information under the heading "Securities
Beneficially Owned by Directors, Officers and Principal Stockholders"
in the Company's definitive proxy statement which may be filed by the
Company within 120 days after the close of its fiscal year.


Item 13.  Certain Relationships and Related Transactions

     The information required by this Item 13 is hereby incorporated
by reference to the information under the heading "Certain
Transactions," if any, in the Company's definitive proxy statement
which may be filed by the Company within 120 days after the close of
its fiscal year.
                               PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
Form 8-K

(a)  The following documents are filed as part of this report:

  (1)  Financial Statements
                                                             Page
     Report of Independent Public Accountants                 F-1

     Consolidated Balance Sheets as of
      September 30, 1998 and 1999                             F-2

     Consolidated Statements of Income for the years
      ended September 30, 1997, 1998 and 1999                 F-3

     Consolidated Statements of Stockholders' Equity
     for the years ended September 30, 1997, 1998 and 1999    F-4

     Consolidated Statements of Cash Flows for the
     years ended September 30, 1997, 1998 and 1999            F-5

     Notes to Consolidated Financial Statements               F-6

  (2)  Financial Statement Schedules

     Supplemental schedules are not provided because of the absence
     of conditions under which they are required or because the
     required information is given in the financial statements or
     notes thereto.

  (3)  Listing of Exhibits


Exhibit No.                                            Reference

2.01       Merger Agreement between the Company        A**
           and the Company's Massachusetts
           predecessor

2.02       Agreement and Plan of Merger among          E**
           EG&G, Inc. (now Perkin Elmer), Venice
           Acquisition Corp. and Vivid
           Technologies, Inc. dated October 4,
           1999

3.01       Restated Certificate of Incorporation       A**

3.02       By-laws of the Company                      A**

4.01       Specimen Certificate for shares of          A**
           the Company's Common Stock

4.02       Description of Capital Stock                A**
           (contained in the Restated
           Certificate of Incorporation of the
           Company, filed as Exhibit 3.01)

4.03       Description of Registration Rights          A**
           (contained in Exhibits 10.05, 10.11
           and 10.13)

4.04       Rights Agreement between the                C**
           Registrant and American Stock
           Transfer & Trust Company, as Rights
           Agent, dated as of October 13, 1998

4.05       Amendment No. 1 to Rights Agreement,        F**
           dated as of October 4, 1999

10.01      Contract for the Manufacture, Supply,       A**
           Installation and Commissioning of
           Hold Baggage Screening Equipment
           between the Company and BAA plc.

10.02      Distribution and Development                A**
           Agreement between the Company and
           Gilardoni S.p.A.

10.02a     Memorandum of Understanding between         B**
           Gilardoni S.p.A. and the Company

10.02b     Points of Agreement by and between          G**
           the Company and Gilarodni S.p.A.
                                                    (Filed as
                                                  Exhibit 10.05
                                                     therein)

10.02c     Agreement for Vivid Distribution,           G**
           Manufacture, License and Purchase of
           Gilardoni Products (System and FEP       (Filed as
           Platform), by and between the Company  Exhibit 10.06
           and Gilardoni S.p.A.                      therein)

10.02d     Agreement for Gilardoni Distribution,       G**
           Manufacture, License and Purchase of
           Vivid Products (Operator Console &       (Filed as
           Systems), by and between the Company   Exhibit 10.07
           and Gilardoni S.p.A.                      therein)

10.03      First Amended and Restated Line of          A**
           Credit Loan and Security Agreement
           between the Company and BayBank, N.A.
           and corresponding Note of the Company
           in favor of BayBank, N.A.

10.04      Form of Warrant to purchase Common          A**
           Stock issued to certain investors.

10.05      Warrant to purchase Common Stock            A**
           issued to Dominion Fund II, L.P.

10.06      1989 Combination Stock Option Plan of       A**
           the Company*

10.07      1996 Non-Employee Director Stock            A**
           Option Plan of the Company*

10.08      1996 Equity Incentive Plan of the           A**
           Company*

10.08a     1999 Equity Incentive Plan of the           H**
           Company*

10.09      Facility lease between the Company          A**
           and Cummings Properties Management,
           Inc.

10.09a     Facility lease between the Company          D**
           and Cummings Properties Management,
           Inc.

10.10      Form of Indemnification Agreement for       A**
           directors and officers of the
           Company*

10.11      Series A and Series B Preferred Stock       A**
           Purchase Agreement

10.12      Series C and Series D Preferred Stock       A**
           Purchase Agreement

10.13      Conversion Agreement between the            A**
           Company and certain investors

10.14      Amended Shareholder Agreement among         A**
           the Company's Massachusetts
           predecessor, S. David Ellenbogen, Jay
           A. Stein and certain investors

10.15      Management Services Agreement between       A**
           the Company and Hologic, Inc.*

10.16      License and Technology Agreement            A**
           between Company and Hologic, Inc.,
           together with First Amendment to such
           License and Technology Agreement

10.17      Description of Bonus Plan*                  A**

10.18      Demand Line of Credit Loan and              B**
           Security Agreement between the
           Company and BankBoston, N.A. and
           corresponding Note of the Company in
           favor of BankBoston, N.A.

10.19      Amended and Restated Demand Line of         D**
           Credit Note

10.20      Agreement by and between the Company        G**
           and Herbert Janisch*
                                                    (Filed as
                                                  Exhibit 10.01
                                                     therein)

10.21      Agreement by and between the Company        G**
           and Ambassador L. Paul Bremer, III*
                                                    (Filed as
                                                  Exhibit 10.02
                                                     therein)

10.22      Promissory Note and Stock Pledge            G**
           Agreement of Kristoph D. Krug in
           favor of the Company                     (Filed as
                                                  Exhibit 10.03
                                                     therein)

10.23      Promissory Note and Stock Pledge            G**
           Agreement of Daniel J. Silva in favor
           of the Company*                          (Filed as
                                                  Exhibit 10.04
                                                     therein)

10.24      Agreement by and between the Company   Filed herewith
           and James J. Aldo dated as of June 4,
           1999*

10.25      Agreement by and between the Company   Filed herewith
           and Daniel J. Silva dated as of June
           4, 1999*

10.26      Agreement by and between the Company   Filed herewith
           and William J. Frain dated as of June
           4, 1999*

10.27      Amendment #1 to Management Services    Filed herewith
           Agreement with Hologic

10.28      Termination Agreement with Hologic     Filed herewith

21.01      Subsidiaries of the Company                 A**

23.01      Consent of Arthur Andersen LLP         Filed herewith

27.01      Financial Data Schedule                Filed herewith
____________________

A    Incorporated   by   reference  to  the  Company's   registration
     statement on Form S-1 (Registration No. 333-14311).  The  number
     set   forth  herein  is  the  number  of  the  Exhibit  in  said
     registration statement.

B    Incorporated  by reference to the Company's Form  10-K  for  the
     fiscal  year  ended September 30, 1997.  The  number  set  forth
     herein is the number of the Exhibit in said Form 10-K.

C    Incorporated  by  reference  to the  Company's  Form  8-K  dated
     October 13, 1998 filed as exhibit number 4 therein.

D    Incorporated  by reference to the Company's Form  10-K  for  the
     fiscal  year  ended September 30, 1998.  The  number  set  forth
     herein is the number of the Exhibit in said Form 10-K.

E    Incorporated  by  reference  to the Company's  Definitive  Proxy
     Statement dated December 6, 1999 filed as exhibit A therein.

F    Incorporated  by reference to the Company's Form  8-K  filed  on
     October 8, 1999, filed as exhibit number 4.01 therein.

G    Incorporated  by reference to the Company's Form  8-K  filed  on
     October 12, 1999.

H    Incorporated  by reference to the Company's Form  10-Q  for  the
     quarter  ended  March  31,  1999, filed  as  exhibit  number  10
     therein.

*    Management contract or compensatory plan or arrangement.

**   In accordance with Rule 12b-32 under the Securities Exchange Act
     of  1934,  as  amended,  reference  is  made  to  the  documents
     previously  filed  with the Securities and Exchange  Commission,
     which documents are hereby incorporated by reference.

(b)  REPORTS ON FORM 8-K

     The Company did not file any current reports on Form 8-K during
     the quarter ended September 30, 1999.

                             SIGNATURES

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

                              VIVID TECHNOLOGIES, INC.

Dated:  December 22, 1999     By:  /s/ S. David Ellenbogen
                                   S. David Ellenbogen
                                   Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.

Signature                Title                    Date

/s/ S. David Ellenbogen  Director and Chief       December 22, 1999
S. David Ellenbogen      Executive Officer


/s/ William J. Frain     Chief Financial Officer, December 22, 1999
William J. Frain         Treasurer and Principal
                         Accounting Officer


/s/ Jay A. Stein         Director                 December 22, 1999
Jay A. Stein


/s/ L. Paul Bremer III   Director                 December 22, 1999
L. Paul Bremer III


/s/ Frank Kenny          Director                 December 22, 1999
Frank Kenny


/s/ Glenn P. Muir        Director                 December 22, 1999
Glenn P. Muir


/s/ Gerald Segel         Director                 December 22, 1999
Gerald Segel

                Report of Independent Public Accountants



To Vivid Technologies, Inc.:

We  have  audited the accompanying consolidated balance  sheets  of
Vivid  Technologies, Inc. (a Delaware corporation) and subsidiaries
as  of  September  30, 1998 and 1999, and the related  consolidated
statements of operations, stockholders' equity and cash  flows  for
each  of  the three years in the period ended September  30,  1999.
These  financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion  on  these
financial statements based on our audits.

We  conducted  our  audits  in accordance with  generally  accepted
auditing  standards.   Those standards require  that  we  plan  and
perform the audit to obtain reasonable assurance about whether  the
financial statements are free of material misstatement.   An  audit
includes  examining,  on  a  test basis,  evidence  supporting  the
amounts and disclosures in the financial statements.  An audit also
includes  assessing the accounting principles used and  significant
estimates  made  by management, as well as evaluating  the  overall
financial  statement  presentation.  We  believe  that  our  audits
provide a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements referred  to
above  present  fairly,  in all material  respects,  the  financial
position  of  Vivid  Technologies,  Inc.  and  subsidiaries  as  of
September  30,  1998 and 1999, and the results of their  operations
and  their  cash flows for each of the three years  in  the  period
ended  September  30, 1999, in conformity with  generally  accepted
accounting principles.


                                   /s/ ARTHUR ANDERSEN LLP



Boston, Massachusetts
November 3, 1999



             VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES

                    Consolidated Balance Sheets

                                                     September 30,
                                                      1998         1999
Assets
Current Assets:
Cash and cash equivalents                      $15,555,189  $11,624,386
Short-term investments                          10,407,209    8,073,323
Accounts receivable                              7,316,863    6,375,756
Inventories                                      7,874,036    9,824,895
Deferred tax asset                                 606,790    1,362,020
Other current assets                             1,593,021    2,682,189

Total current assets                            43,353,108   39,942,569

Property and Equipment, at cost:
Machinery and equipment                          2,546,476    2,684,590
Leasehold improvements                             228,374      243,396
Furniture and fixtures                             129,479      117,554
                                                 2,904,329    3,045,540
Less-Accumulated depreciation and amortization   1,488,893    1,899,802
                                                 1,415,436    1,145,738

Long-term Investments                                    -    1,083,618

Other Assets, net                                1,155,945      177,471

                                               $45,924,489  $42,349,396

Liabilities and Stockholders' Equity

Current Liabilities:
Accounts payable                                $  846,457   $1,615,665
Accrued expenses                                 2,766,268    3,466,492
Deferred revenue                                 3,411,864    3,091,852

Total current liabilities                        7,024,589    8,174,009

Commitments and Contingencies (Note 9)

Stockholders' Equity:
Preferred Stock, $.01 par value-
Authorized - 1,000,000 shares
Issued - none
Common stock, $.01 par value-
Authorized-30,000,000 shares
Issued-9,904,666 and 10,050,616 shares, at
September 30, 1998 and 1999, respectively           99,047      100,506
Capital in excess of par value                  26,745,142   26,997,430
Treasury stock, at cost - 95,000 shares at
September 30, 1999                                       -     (346,562)
Retained earnings                               12,055,711    7,424,013

Total stockholders' equity                      38,899,900   34,175,387

                                               $45,924,489  $42,349,396



 The accompanying notes are an integral part of these consolidated
                       financial statements.



                VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES

                  Consolidated Statements of Operations


                                                  Years Ended September 30
                                               1997         1998         1999

Revenues                                $31,702,188  $38,718,041  $21,185,001

Cost of Revenues (includes
approximately $988,000, $1,014,000 and
$384,000, respectively, of royalties
to Hologic; see Note 7)                  13,202,925   16,360,872   13,392,507

Gross profit                             18,499,263   22,357,169    7,792,494

Operating Expenses (includes
approximately $112,000, $138,000 and
$258,000, respectively, of management
service expenses to Hologic; see
Note 7):
Research and development                  4,390,446    5,858,883    6,335,726
Selling and marketing                     3,556,006    4,334,823    3,729,547
General and administrative                2,928,658    3,952,431    4,060,651
Litigation expenses                         427,000      220,000            -
Restructuring and asset writedown                 -            -    1,207,686

Total operating expenses                 11,302,110   14,366,137   15,333,610

Income (Loss) from Operations             7,197,153    7,991,032   (7,541,116)

Interest Income                             812,926    1,270,759    1,044,246

Other Income (Expense), net                  48,834      206,880      (66,351)
Income (loss) before income taxes         8,058,913    9,468,671   (6,563,221)

Provision for (Benefit from)
Income Taxes                              2,193,335    2,838,389   (1,931,523)

Net income (loss)                        $5,865,578  $ 6,630,282   (4,631,698)

Net Income (Loss) per Share:
Basic                                         $ .78        $ .68       $ (.47)
Diluted                                       $ .60        $ .65       $ (.47)

Weighted Average Number of Shares
Outstanding:
Basic                                     7,547,964    9,684,975    9,911,282
Diluted                                   9,838,300   10,251,429    9,911,282


 The accompanying notes are an integral part of these consolidated
                       financial statements.


                    VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
                 Consolidated Statements of Stockholders' Equity
<CAPTION>
                          Series B           Series D
                         Convertible        Convertible
                       Preferred Stock    Preferred Stock  Common Stock        Capital      Treasury Stock
                                                                                 in
                       Number  $.01    Number    $.01      Number    $.01      Excess      Number               Retained
                         of     Par      of       Par        of       Par      of Par        of                 Earnings
                       Shares  Value   Shares    Value     Shares    Value     Value       Shares     Cost     (Deficit)     Total
<S>                    <C>      <C>      <C>      <C>        <C>      <C>       <C>          <C>       <C>        <C>         <C>
Balance,
September 30, 1996   250,000   2,500   254,585   2,546   1,740,520   17,405    594,279       -          -      (440,149)    176,581
Exercise of stock
 options, including
 tax benefit of
 $659,194                 -      -          -        -     333,800    3,338    809,231       -          -             -     812,569
Exercise of stock
 purchase warrants        -      -          -        -      76,514      765     32,195       -          -        32,960
Conversion of
 preferred stock
 into common stock  (250,000) (2,500) (254,585) (2,546)  5,045,850   50,459    (45,413)      -          -             -
Sale of common
 stock, net of
 issuance costs
 of approximately
 $2,777,000               -      -          -        -   2,300,000   23,000  24,800,493      -          -             -  24,823,493
Net income                -      -          -        -           -        -           -      -          -     5,865,578   5,865,578

Balance,
September 30, 1997        -      -          -        -   9,496,684   94,967  26,190,785      -          -     5,425,429  31,711,181
Exercise of stock
 options, including
 tax benefit of
 $247,617                 -      -          -        -     159,110    1,591     472,090      -          -             -     473,681
Exercise of stock
purchase warrants         -      -          -        -     248,872    2,489      82,267      -          -             -      84,756
Net income                -      -          -        -           -        -           -      -          -     6,630,282   6,630,282

Balance,
September 30, 1998        -      -          -        -   9,904,666   99,047  26,745,142      -          -    12,055,711  38,899,900
Exercise of stock
 options, including
 tax benefit of
 $67,300                  -      -          -        -     100,450    1,004     104,868      -          -             -     105,872
Purchase of
 treasury stock           -      -          -        -           -        -           - 95,000   (346,562)            -    (346,562)
Issuance of
 restricted stock         -      -          -        -      45,500      455     147,420      -          -             -     147,875
Net loss                  -      -          -        -           -        -           -      -          -    (4,631,698) (4,631,698)

Balance,
September 30, 1999        -  $   -          -   $    - $10,050,616 $100,506 $26,997,430 95,000  $(346,562)   $7,424,013 $34,175,387
</TABLE>

The accompanying notes are an integral part of these consolidated financial
                                 statements.


                      VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES

                        Consolidated Statements of Cash Flows


                                                  Years Ended September 30
                                               1997         1998         1999
Cash Flows from Operating Activities:
Net income (loss)                        $5,865,578   $6,630,282  $(4,631,698)
Adjustments to reconcile net income
(loss) to net cash (used in)
provided by operating activities-
Depreciation and amortization               441,072      759,420      591,524
Write-down of assets related to
restructuring                                     -            -    1,080,050
Changes in assets and liabilities-
Accounts receivable                      (5,773,041)   2,176,656      941,107
Inventories                              (1,453,438)  (1,678,940)  (1,950,859)
Deferred tax asset                         (425,790)           -     (755,230)
Other current assets                       (297,827)    (850,292)  (1,128,057)
Accounts payable                             72,957     (724,740)     769,208
Accrued expenses                         (1,014,483)     347,837      700,224
Deferred revenue                            713,703    1,656,076     (320,012)

Net cash (used in) provided by
operating activities                     (1,871,269)   8,316,299   (4,703,743)

Cash Flows from Investing Activities:
Purchase of property and equipment         (533,034)    (836,893)    (359,219)
Purchases of investments                (11,650,261) (12,384,948)  (9,479,733)
Maturities of investments                 3,999,000    9,629,000   10,730,000
(Increase) decrease in other assets         109,620   (1,298,336)     (25,293)

Net cash (used in) provided by
investing activities                     (8,074,675)  (4,891,177)     865,755

Cash Flows from Financing Activities:
Net proceeds from sale of common stock   24,823,493            -            -
Proceeds from exercise of stock
purchase warrants                            32,960       84,756            -
Redemption of Series A and Series C
preferred stock                          (5,780,650)           -            -
Proceeds from exercise of stock
options (including tax benefit)             812,569      473,681      253,747
Purchase of treasury stock                        -            -     (346,562)
Payments on capital lease obligations       (32,522)           -            -

Net cash provided by (used in)
financing activities                     19,855,850      558,437      (92,815)

Net Increase (Decrease) in Cash and
Cash Equivalents                          9,909,906    3,983,559   (3,930,803)

Cash and Cash Equivalents, beginning
of period                                 1,661,724   11,571,630   15,555,189

Cash and Cash Equivalents, end of
period                                  $11,571,630  $15,555,189  $11,624,386

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for-
Interest                                    $ 2,040      $     -    $       -
Income taxes                             $1,772,500   $2,325,033       $6,200

Supplemental Disclosure of Noncash
Investing and Financing Activities:
Conversion of Series B and D
preferred stock into common stock        $5,045,850     $      -       $    -


     The accompanying notes are an integral part of these consolidated
                       financial statements.


             VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES

            Notes to Consolidated Financial Statements




(1)  Operations and Significant Accounting Policies

   Vivid  Technologies, Inc. (the Company) is a leading  developer,
   manufacturer  and marketer of automated inspection systems  that
   detect plastic and other explosives in airline baggage.

   On  October  4,  1999,  the Company entered  into  an  agreement
   whereby  the  Company  would be acquired  by  PerkinElmer,  Inc.
   (formerly known as EG&G, Inc.) a global technology company  that
   provides  products  and systems to the medical,  pharmaceutical,
   telecommunications, semiconductor, aerospace,  photographic  and
   other  markets.  The transaction will take the form of  a  stock
   merger  in  which stockholders of the Company will  receive  one
   share  of  PerkinElmer common stock for each 6.2 shares  of  the
   Company's common stock.  Based on PerkinElmer's stock  price  on
   the  date  of the transaction, this transaction would be  valued
   at  approximately  $62.5  million, or  $6.25  per  share.   This
   transaction is subject to shareholder approval.

   The  accompanying consolidated financial statements reflect  the
   application of the accounting policies as described below.

   (a)Principles of Consolidation

       The  consolidated financial statements include the  accounts
       of  the  Company  and  its wholly owned subsidiaries,  Vivid
       Technologies  UK  Ltd., Vivid Foreign Sales Corporation  and
       Vivid  Securities  Corporation.  All  material  intercompany
       transactions   and   balances  have   been   eliminated   in
       consolidation.

   (b)Revenue Recognition

       The  Company recognizes product revenue upon shipment.   The
       Company's   product   sales   are   not   conditioned   upon
       satisfactory  installation by the Company.  Installation  is
       typically  performed by the customer or a systems integrator
       of  the  airport's  baggage handling system.   However,  the
       Company  has  typically assisted the systems integrator  and
       accrues  for  estimated installation costs, in  addition  to
       estimated  warranty  costs, at the time  of  shipment.   The
       Company   recognizes  revenue  from  the  sale  of  extended
       warranty  agreements  ratably  over  the  extended  warranty
       period.

       During  fiscal  years  1997,  1998  and  1999,  the  Company
       recognized revenue of approximately $821,000, $2,699,000 and
       $1,207,000,  respectively, under two separate  research  and
       development grants from an agency of the U.S. government  to
       pursue  certain explosives detection research.  The  Company
       recognizes  revenue  under  these  grants  as  services  are
       rendered,  provided  that  the government  has  appropriated
       sufficient  funds for the work.  The Company retains  rights
       to all technological discoveries and products resulting from
       these efforts.

       Deferred  revenue represents amounts received from customers
       for products and services in advance of revenue recognition.

   (c)Cash and Cash Equivalents and Investments

       The  Company  accounts for investments  in  accordance  with
       Statement of Financial Accounting Standards (SFAS) No.  115,
       Accounting  for  Certain  Investments  in  Debt  and  Equity
       Securities.   In  accordance with SFAS No. 115,  investments
       that the Company has the positive intent and ability to hold
       to   maturity   are  reported  at  amortized   cost,   which
       approximates fair market value, and are classified as  held-
       to-maturity.  The Company has deemed all of its  investments
       to    be   held-to-maturity,   which   total   approximately
       $25,477,000  and  $17,879,000  at  September  30,  1998  and
       September 30, 1999, respectively.

       Cash equivalents are highly liquid investments with original
       maturities  of  three  months  or  less  at  the   time   of
       acquisition.   As  of September 30, 1998 and  September  30,
       1999,  there  was approximately $15,070,000 and  $8,722,000,
       respectively, in cash equivalents consisting of  funds  held
       in money market accounts, certificates of deposit, municipal
       bonds  and  repurchase agreements with overnight maturities.
       Short-term investments have maturities of greater than three
       months  but less than one year.  Investments with maturities
       of  greater than one year have been classified as  long-term
       investments.  As of September 30, 1999, the Company had long-
       term   investments  of  approximately  $1,084,000.   As   of
       September 30, 1998 the Company had no long-term investments.

   (d)Concentration of Credit Risk and Significant Customers

       SFAS  No.  105,  Disclosure of Information  About  Financial
       Instruments   with  Off-Balance-Sheet  Risk  and   Financial
       Instruments  with  Concentrations of Credit  Risk,  requires
       disclosure  of any significant off-balance-sheet and  credit
       risk concentrations.  Financial instruments that subject the
       Company  to credit risk consist primarily of cash  and  cash
       equivalents, investments and trade accounts receivable.  The
       Company   places   its  investments  in  several   financial
       institutions.  The Company has not experienced any  material
       losses  on these investments to date.  The Company  has  not
       experienced any material losses related to receivables  from
       individual  customers  or  groups  of  customers  from   any
       geographic  region or in the baggage security and inspection
       industry.

       During fiscal 1997, the Company entered into forward foreign
       exchange  contracts to hedge certain receivables denominated
       in a foreign currency.  The purpose of this hedging activity
       was  to  protect the Company from the risk that dollar  cash
       flows  from such receivables would be adversely affected  by
       changes  in exchange rates.  The Company does not engage  in
       speculative hedging practices. Gains and losses  on  forward
       foreign exchange commitments are deferred and recognized  in
       revenue in the same period as the hedged transactions. As of
       September  30,  1998 and 1999, the Company had approximately
       $412,000 and $409,000 of receivables denominated in  foreign
       currencies. In accordance with SFAS No. 105, these contracts
       were  marked to market. The Company did not have any forward
       foreign   exchange  contracts  at  September  30,  1998   or
       September 30, 1999.

       The Company received greater than 10% of total revenues from
       the following customers during the years ended September 30,
       1997, 1998 and 1999:


                             Years Ended September 30,
                    Customer    1997      1998      1999

                       A          39%       42%       13%
                       B          19        12        *
                       C          27        *         *
                       D          *         16        *
                       H          *         *         16
                       I          *         *         11
                       J          *         *         16

               *     Revenues  derived  from these  customers  were
               less than 10% of the Company's total.

       The  Company  had accounts receivable balances greater  than
       10%   of   total  accounts  receivable  from  the  following
       customers as of September 30, 1998 and 1999:

                         September 30,
          Customer      1998      1999

              A          26%        *%
              B           *        11
              D           *        15
              E          19         *
              F          11         *
              G          19         *
              H           *        13
              J           *        30


           *Accounts receivable balances from these customers  were
           less than 10% of the Company's total.

   (e)Disclosure of Fair Value of Financial Instruments

       The  Company's financial instruments consist mainly of  cash
       and  cash equivalents, investments, accounts receivable  and
       accounts  payable.  The carrying amounts  of  the  Company's
       cash  and cash equivalents, investments, accounts receivable
       and accounts payable approximate fair value due to the short-
       term nature of these instruments.

   (f)Translation of Foreign Currencies

       The  accounts  of the foreign subsidiary are  translated  in
       accordance  with SFAS No. 52, Foreign Currency  Translation.
       In  translating the accounts of the foreign subsidiary  into
       U.S.  dollars, assets and liabilities are translated at  the
       rate  of exchange in effect at year-end, while stockholders'
       equity  is  translated  at historical  rates.   Revenue  and
       expense  accounts are translated using the weighted  average
       exchange  rate in effect during the year.  Foreign  currency
       transaction gains or losses for Vivid Technologies  UK  Ltd.
       are included in the accompanying consolidated statements  of
       operations since the functional currency for this subsidiary
       is the U.S. dollar.

       The   Company   had   sales  of  approximately   $8,044,000,
       $6,804,000  and $2,815,000 denominated in foreign currencies
       during  1997,  1998  and  1999, respectively.   The  Company
       recognized  a  loss  of approximately  $47,000,  a  gain  of
       approximately  $36,000 and a loss of approximately  $92,000,
       related to such foreign currency transactions in 1997,  1998
       and  1999, respectively, which are included in other  income
       (loss)  in  the  accompanying  consolidated  statements   of
       operations.

   (g)Inventories

       Inventories are stated at the lower of cost (first-in, first-
       out) or market and consist of the following:

                                    September 30,
                                1998            1999

    Raw materials         $4,061,775      $3,634,859
    Work-in-process        1,440,435       1,619,465
    Finished goods         2,371,826       4,570,571

                          $7,874,036      $9,824,895

       Finished  goods and work-in-process inventories  consist  of
       materials, labor and overhead.

   (h)Depreciation and Amortization

       The  Company  provides for depreciation and amortization  by
       charges to operations using the straight-line and declining-
       balance  methods, which allocate the cost  of  property  and
       equipment over their estimated useful lives, as follows:

      Assets                            Estimated
  Classification                        Useful Life

Machinery and equipment                 5 years
Leasehold improvements                  Life of lease
Furniture and fixtures                  7 years


   (i)Other Assets

       During   1998,   the  Company  entered  into  an   exclusive
       technology  license  agreement.  Under  the  agreement,  the
       Company   paid  $1,250,000  for  the  exclusive   right   to
       manufacture, use or sell the licensed technology for a three-
       year period, with a nonexclusive right for the remainder  of
       the life of the patents.  The Company also has the option to
       extend  the exclusive rights beyond three years.   Upon  the
       ultimate  commercialization of the technology,  the  Company
       will  be  required  to pay royalties on  sales  of  products
       incorporating  the  licensed technology,  as  defined.   The
       license fee was included in other assets in the accompanying
       consolidated balance sheets and was being amortized  over  a
       period  of  five years.  At September 30, 1998, the  Company
       had   recorded  accumulated  amortization  of  approximately
       $250,000  related to this asset.  During the second  quarter
       of fiscal year 1999, the Company implemented a restructuring
       plan  and abandoned this technology.  Accordingly,  the  net
       book  value of this license agreement was written  off  (see
       Note 2).

       Other   assets   also  consists  of  long-term  investments,
       deposits and patent costs, which are being amortized over 10
       years   using   the  straight-line  method.    The   Company
       periodically   assesses  the  realizability  of   long-lived
       assets, including intangible assets such as patent costs and
       license  fees,  in accordance with SFAS No. 121,  Accounting
       for  Impairment  of  Long-Lived Assets  and  for  Long-Lived
       Assets To Be Disposed Of.  The Company has not recorded  any
       impairment of its intangible assets to date, other than  the
       restructuring charge described above and in Note  2  to  the
       consolidated financial statements.

   (j)Net Income (Loss) per Share

       The  Company applies SFAS No. 128, Earnings per Share.  This
       statement established standards for computing and presenting
       earnings  per  share and applies to entities  with  publicly
       traded common stock or potential common stock.

       Basic  earnings  per share was determined  by  dividing  net
       income   (loss)  by  the  weighted  average  common   shares
       outstanding during the period.  Diluted earnings  per  share
       was  determined  by  dividing net income (loss)  by  diluted
       weighted   average  shares  outstanding.   Diluted  weighted
       average  shares  reflects the dilutive effect,  if  any,  of
       potential  common  stock.  Potential common  stock  includes
       common  stock options and warrants to purchase common  stock
       to  the extent their effect is dilutive.  Basic net loss per
       share is the same as diluted net loss per share for the year
       ended  September  30, 1999 as the effects of  the  potential
       common stock are antidilutive.

       The  calculations  of  basic and  diluted  weighted  average
       shares outstanding are as follows:

                                         Years Ended September 30,
                                        1997        1998        1999

        Basic weighted average
        shares outstanding         7,547,964   9,684,975   9,911,282
        Weighted average
        potential common stock     2,290,336     566,454           -

        Diluted weighted average
        shares outstanding         8,838,300  10,251,429   9,911,282

       Diluted  weighted average shares outstanding do not  include
       approximately  114,000,  503,000, and  1,266,000  shares  of
       potential  common  stock for the years ended  September  30,
       1997, 1998 and 1999, respectively, as their effect would  be
       antidilutive.

   (k)Management Estimates

       The  preparation of financial statements in conformity  with
       generally accepted accounting principles requires management
       to  make  estimates and assumptions that affect the reported
       amounts   of  assets  and  liabilities  and  disclosure   of
       contingent  assets  and  liabilities  at  the  date  of  the
       financial  statements and the reported amounts  of  revenues
       and  expenses  during the reporting period.  Actual  results
       could  differ from those estimates.  The Company is  subject
       to risks and uncertainties, in particular, dependence on key
       customers   and  international  sales,  rapid  technological
       change, dependence on government regulations and significant
       fluctuations and unpredictability of operating results.

   (l)Research and Development and Software Development Costs

       Research   and  development  costs  have  been  charged   to
       operations  as  incurred.  SFAS No. 86, Accounting  for  the
       Costs  of  Computer Software To Be Sold, Leased or Otherwise
       Marketed,  requires the capitalization of  certain  computer
       software  development  costs  incurred  after  technological
       feasibility is established.  The Company believes that  once
       technological  feasibility of a software  product  has  been
       established,  the additional development costs  incurred  to
       bring the product to a commercially acceptable level are not
       significant.

   (m)  Recent Accounting Pronouncements

       In  June 1998, the FASB issued SFAS No. 133, Accounting  for
       Derivative   Instruments  and  Hedging   Activities,   which
       establishes   accounting   and   reporting   standards   for
       derivative   instruments,   including   certain   derivative
       instruments   embedded  in  other  contracts   (collectively
       referred  to  as  derivatives) and for  hedging  activities.
       SFAS  No. 133, as amended by SFAS No. 137, is effective  for
       all fiscal quarters of fiscal years beginning after June 15,
       2000.    As  the  Company  does  not  currently  engage   in
       derivatives  or  hedging  transactions,  there  will  be  no
       current  impact  to  the  Company's results  of  operations,
       financial position or cash flows upon the adoption  of  SFAS
       No. 133.

   (n)  Reclassifications

       Certain  reclassifications have  been  made  to  prior  year
       financial  statements  to  conform  with  the  current  year
       presentation.

(2)  Restructuring and Asset Write-Down

   In the second quarter of fiscal 1999, the Company implemented  a
   restructuring  plan that included the shutdown of a  development
   facility  and  the abandonment of certain technology  (see  Note
   1(i)), resulting in a nonrecurring charge of approximately  $1.2
   million.   The  restructuring included a $1.1 million  write-off
   of  unamortized  license fees and fixed  assets  related  to  an
   abandoned  technology, $76,000 of lease termination and  certain
   other  contractual  termination costs and $52,000  of  severance
   costs for terminated research and development personnel.

   The   total  cash  impact  of  the  restructuring  amounted   to
   approximately $128,000, of which $116,000 has been  paid  as  of
   September  30,  1999.   As of September 30, 1999,  approximately
   $12,000  of  accrued restructuring costs remained.  The  accrued
   restructuring costs are expected to be paid by the end of  first
   quarter of fiscal 2000.

   During  the  second  quarter of fiscal 1999,  the  Company  also
   implemented  a  costs  cutting plan to reduce  operating  costs.
   The  cost  cutting plan included a 10% workforce reduction,  the
   cost  of  which  has  not  been included in  the  restructuring,
   described  above.   The  costs  associated  with  the  workforce
   reduction  were paid by March 31, 1999 and are included  in  the
   accompanying consolidated statements of operations  in  cost  of
   revenues,  research and development, selling and marketing,  and
   general and administrative expenses.

(3)  Income Taxes

   The  Company  accounts  for income taxes  under  SFAS  No.  109,
   Accounting  for  Income  Taxes, the objective  of  which  is  to
   recognize  the  amount of current and deferred income  taxes  at
   the  date  of  the  financial statements  as  a  result  of  all
   differences  in  the tax basis and financial statement  carrying
   amount  of  assets and liabilities, as measured by  enacted  tax
   laws.

   The  approximate  income tax effect of each  type  of  temporary
   difference and carryforward is as follows:


                                        September 30,
                                   1998               1999

  Research and development
   credit carryforwards         $32,000           $220,000
  Nondeductible accruals        331,000            423,902
  Nondeductible reserves        223,000            387,008
  State net operating loss
   carryforwards                      -            150,502
  Intangible assets                   -            154,167
  Other temporary differences    20,790             25,511

   Net deferred tax asset      $606,790         $1,362,020

   Under  SFAS  No. 109, Accounting for Income Taxes,  the  Company
   recognizes  a deferred tax asset for the future benefit  of  its
   temporary  differences if it concludes that it  is  more  likely
   than not that the deferred tax asset will be realized.

   A  reconciliation of the federal statutory rate to the Company's
   effective tax rate is as follows:

                                       Years Ended September 30,
                                        1997     1998     1999

Income tax provision (benefit)
at federal statutory rate               34.0%    34.0%   (34.0)%
Increase (decrease) in tax
resulting from-
  State tax provision, net of
  federal benefit                        3.2      1.9      2.0
  Foreign sales corporation benefit     (5.0)    (3.5)       -
  Reduction in valuation allowance      (1.2)       -        -
  Research and development tax
  credit utilized                       (3.8)    (3.3)       -
  Other                                 (0.2)     0.9      2.0

    Effective tax rate                  27.0%    30.0%   (30.0)%


  The provision for income taxes in the accompanying consolidated
  statements of operations consists of the following:

                     Years Ended September 30,
                          1997             1998            1999
     Federal-
      Current       $2,173,335        2,767,389      (1,241,293)
      Deferred        (224,000)               -        (447,304)

                     1,949,335        2,767,389      (1,688,597)
     State-
      Current          271,000           71,000          65,000
      Deferred         (27,000)               -        (307,926)

                       244,000           71,000        (242,926)

                    $2,193,335       $2,838,389     $(1,931,523)

(4)  Line of Credit

   The  Company had an unsecured demand line of credit with a  bank
   for  $5,000,000 that expired in June 30, 1999.   There  were  no
   amounts  outstanding under this line at September  30,  1998  or
   September  30,  1999.   Subsequent  to  year  end,  the  Company
   secured  a  $3.0  million bank line of credit which  expires  in
   February 2000.  The line of credit bears interest at the  bank's
   prime rate (8.25% at September 30, 1999).

(5)  Stockholders' Equity

   (a)  Preferred Stock

       In   December   1996,  the  Company's  Board  of   Directors
       authorized  the  issuance  of  up  to  1,000,000  shares  of
       undesignated $.01 par value preferred stock, the rights  and
       privileges  of  which are to be determined by the  Company's
       Board   of   Directors.  There  are  no   preferred   shares
       outstanding as of September 30, 1998 and September 30, 1999.

   (b)Initial Public Offering

       During fiscal 1997, the Company completed its initial public
       offering  of 2,300,000 shares of the Company's common  stock
       at  $12.00 per share.  The Company received net proceeds  of
       approximately  $24,823,000 after deducting the underwriters'
       commission   and   issuance   costs.    The   Company   used
       approximately $5,781,000 of the net proceeds to  redeem  all
       of  its outstanding shares of redeemable Series A and Series
       C  preferred  stock.  In connection with the initial  public
       offering,  all  of  the  Company's Series  B  and  Series  D
       preferred stock was converted into an aggregate of 5,045,850
       shares of common stock.

   (c)Common Stock

       The  Company  has authorized 30,000,000 shares of  $.01  par
       value  common stock. The Company has reserved the  following
       number of common shares as of September 30, 1999:

                Exercise of stock purchase warrants    53,680
                Exercise of stock options           1,601,120

                                                    1,654,800


   (d)Stock Repurchase Plan

       On  January 5, 1999, the Company announced that its board of
       directors  authorized  the repurchase  of  up  to  1,000,000
       shares  of  the Company's outstanding common  stock  for  an
       aggregate  purchase  price not to exceed  $8  million.   The
       repurchases  will  be made from time to  time  on  the  open
       market   or  in  private  transactions  determined  by   the
       Company's management and funded out of the Company's working
       capital.   During  the year ended September  30,  1999,  the
       Company repurchased a total of 95,000 shares at cost  for  a
       total  of $346,562, which are included as treasury stock  in
       the accompanying consolidated financial statements.

   (e)Stock Plans

        1989 Combination Stock Option Plan

        The  Company's 1989 Combination Stock Option Plan (the 1989
        Plan)  provides  for  the grant to key employees  incentive
        stock  options  to purchase shares of the Company's  common
        stock  at  a  price  not  less than fair  market  value  as
        determined  by  the  Board  of Directors,  or  nonqualified
        options  at  a  price specified by the Board of  Directors.
        Under  the  1989 Plan, the Company has reserved shares  for
        the  granting of options to purchase up to 1,250,000 shares
        of the Company's common stock.

        The 1996 Equity Incentive Plan

        In  October  1996,  the Company approved  the  1996  Equity
        Incentive  Plan  (the  1996  Equity  Plan)  for  which  the
        Company  reserved  shares for the granting  of  options  to
        purchase  up  to  750,000 shares of  the  Company's  common
        stock.

        The 1996 Nonemployee Director Stock Option Plan

        In  October 1996, the Company approved the 1996 Nonemployee
        Director  Stock Option Plan (the Director Plan)  for  which
        the  Company  has  reserved  shares  for  the  granting  of
        options  to purchase up to 125,000 shares of the  Company's
        common stock.

        The 1999 Equity Incentive Plan

        In  February  1999, the Company approved  the  1999  Equity
        Incentive  Plan  (  the 1999 Equity Plan),  for  which  the
        Company has reserved shares for the granting of options  to
        purchase up to 300,000 shares of common stock.

        Repricing

        In  October 1998, the Board of Directors authorized a Stock
        Option Exchange Program (the Program).  Under the terms  of
        the  Program  all  current  employees  excluding  executive
        officers  subject  to regulation 16(b) had  the  option  to
        request that the Company cancel their existing options  and
        replace  them with a new option.  Options for  a  total  of
        262,650  shares  were  surrendered  under  the  Program  by
        employees  and exchanged for new options at the new  option
        exercise  price  and vesting schedule.   The  new  exercise
        price  was  equal to the fair market value of the Company's
        common  stock  on  October  13,  1998,  or  $4.44.    These
        repriced  options are reflected as grants and cancellations
        in the stock activity below.

        As  of  September  30,  1999, there  were  394,120  options
        available for future grants under all plans.  A summary  of
        stock option activity under all plans is as follows:

                                                Shares     Price per Weighted
                                                             Share   Average
                                                                     Exercise
                                                                      Price

       Outstanding, September 30, 1996          856,900  $ .10-$3.00  $  .78
       Granted                                  386,050   9.50-17.00   14.27
       Exercised                               (333,800)    .10-3.00     .46
       Terminated                               (20,450)    .50-3.00    1.15

       Outstanding, September 30, 1997          888,700     .10-17.00   6.75
       Granted                                  225,950     .01-14.88  12.77
       Exercised                               (159,110)    .01-11.00    .60
       Terminated                              (148,890)    .50-16.75  11.08

       Outstanding, September 30, 1998          806,650     .10-17.00   8.85
       Granted                                  908,700    2.25-6.50    4.18
       Exercised                               (145,950)    .10-4.44    1.34
       Terminated                              (357,400)   1.00-16.75  11.67

       Outstanding, September 30, 1999        1,212,000   $ .50-$17.00 $5.46

       Exercisable, September 30, 1997          264,540   $ .10-$9.50  $ .65

       Exercisable, September 30, 1999          276,580   $ .10-$17.00 $4.33

       Exercisable, September 30, 1999          369,610   $ .50-$17.00 $5.18


During  fiscal  1998  and 1999, the Company  issued  an  option  to
purchase 10,000 and 47,500 shares of common stock to employees at a
price below fair market.  All other options were issued at the fair
market  value  at  the  grant  date.   The  Company  recorded   the
difference  between  the  grant price  and  fair  market  value  as
compensation.

The  range  of exercise prices for options outstanding and  options
exercisable at September 30, 1999 are as follows:

           Weighted   Options Outstanding       Options Exercisable
           Average
           Remaining
          Contractual
             Life
          (in years)
Range of               Number   Weighted   Number   Weighted
Exercise                        Average             Average
 Price                          Exercise            Exercise
                                 Price               Price

$0.50-$1.00   4.79     167,650   $  0.76   135,450   $  0.71
$2.25-$4.00   8.57     196,250      3.07    89,900      3.56
$4.31-$4.44   8.79     644,600      4.42    64,260      4.44
$5.06-$11.50  8.82      16,000     10.14    12,500     11.50
$13.88-$13.88 8.02      75,000     13.88    15,000     13.88
$16.25-$17.00 7.35     112,500     16.33    52,500     16.43

Total         8.02   1,212,000   $  5.46   369,610   $  5.18

The  Company accounts for its stock-based compensation plans  under
Accounting  Principles Board Opinion No. 25, Accounting  for  Stock
Issued  to  Employees.  In October 1995, the FASB issued  SFAS  No.
123,  Accounting for Stock-Based Compensation, which established  a
fair-value-based method of accounting for stock-based  compensation
plans.   The  Company  has adopted the disclosure-only  alternative
under  SFAS  No.  123 which requires disclosure of  the  pro  forma
effects on net income and earnings per share as if SFAS No. 123 had
been adopted, as well as certain other information.

The  Company has computed the pro forma disclosures required  under
SFAS  No.  123  for  all  stock options  and  warrants  granted  to
employees  of the Company in fiscal 1997, 1998 and 1999  using  the
Black-Scholes option pricing model prescribed by SFAS No. 123.  The
assumptions used to calculate the SFAS No. 123 pro forma disclosure
and the weighted average information for 1997, 1998 and 1999 are as
follows:

                                Years Ended September 30,
                                1997      1998      1999

   Risk-free interest rate      6.01%     5.52%     6.23%
   Expected dividend yield         -         -         -
   Expected lives (in years)     4.9       4.7       4.2
   Expected volatility            52%       67%       80%

   Weighted-average
    grant date fair
    value of options
    granted during
    the year                   $7.16     $8.08     $2.61

        The  pro  forma  effect of applying SFAS  No.  123  for  all
       options and warrants granted to employees of the Company  in
       1997, 1998 and 1999 would be as follows:

                            Years Ended September 30,
                       1997           1998            1999

Net income-
As reported      $5,865,578     $6,630,282     $(4,631,698)
Pro forma         5,104,357      5,382,540      (6,631,223)

Net income per share-
Basic-
As reported        $   0.78        $  0.68        $  (0.47)
Pro forma              0.68           0.56           (0.64)
Diluted-
As reported        $   0.60        $  0.65        $  (0.47)
Pro forma              0.52           0.53           (0.64)

       The  resulting  pro forma compensation expense  may  not  be
       representative of the amount to be expected in future years,
       as  the  pro forma expense may vary based on the  number  of
       options granted.  The Black-Scholes option pricing model was
       developed  for  use in estimating the fair value  of  traded
       options  that  have no vesting restrictions  and  are  fully
       transferable. In addition, option pricing models require the
       input  of  highly subjective assumptions, including expected
       stock  price  volatility.  Because  the  Company's  employee
       stock  options have characteristics significantly  different
       from  those  of  traded options and because changes  in  the
       subjective input assumptions can materially affect the  fair
       value estimate, in management's opinion, the existing models
       do  not necessarily provide a reliable single measure of the
       fair value of its employee stock options.

   (f)Stock Purchase Warrants

       As  of  September 30, 1999, the Company had  an  outstanding
       warrant to purchase 53,680 shares of common stock for  $1.50
       per  share.  On October 27, 1999, the stock purchase warrant
       was  exercised, resulting in a net issuance of 37,675 shares
       of common stock.

   (g)Shareholder Purchase Rights Plan

       In October 1998, the Company's Board of Directors adopted  a
       Shareholder  Protection Rights Plan declaring a dividend  of
       one  right  for  each  share of the Company's  common  stock
       outstanding  at the close of business on October  27,  1998.
       The  rights  entitle the Company's shareholders to  purchase
       one  one-thousandth  of  a  share  of  a  series  of  junior
       participating preferred stock of the Company at an  exercise
       price of $60.00, subject to adjustment.  The rights will not
       be  exercisable until a subsequent distribution  date  which
       will   occur  if  a  person  or  group  acquires  beneficial
       ownership  of 15% or more of the Company's common  stock  or
       announces a tender or exchange offer that would result in  a
       group  owning  15%  or more of the Company's  common  stock.
       Subject to certain limited exceptions, if a person or  group
       acquires  beneficial  ownership  of  15%  or  more  of   the
       Company's outstanding common stock, each holder of  a  right
       (other  than  the 15% holder whose rights become  void  once
       such  holder reaches the 15% threshold) will thereafter have
       a  right to purchase, upon payment of the purchase price  of
       the right, that number of shares of the Corporation's common
       stock,  which at the time of such transaction  will  have  a
       market  value equal to two times the purchase price  of  the
       Right.   In  the event that, at any time after a  person  or
       group acquires 15% or more of the Company' common stock, the
       Company   is   acquired  in  a  merger  or  other   business
       combination  transaction of 50% or more of its  consolidated
       assets  or  earning power are sold, each holder of  a  right
       will thereafter have the right to purchase, upon payment  of
       the  purchase price of the right, that number of  shares  of
       common  stock of the acquiring company which at the time  of
       such  transaction will have a market value of two times  the
       purchase price of the right.  The Board of Directors of  the
       Company may exchange the rights (other than rights owned  by
       such person or group which have become void), in whole or in
       part, at an exchange ratio of one share of common stock  per
       right  (subject to adjustment).  At any time  prior  to  the
       time  any  person  or  group acquires 15%  or  more  of  the
       Company's  common  stock,  the Board  of  Directors  of  the
       Company may redeem the rights in whole, but not in part,  at
       a  price  of  $0.001 per right.  The rights will  expire  on
       October  13, 2008 unless earlier redeemed or exchanged.   In
       connection with the PerkinElmer acquisition, the rights were
       not exercised.

(6)   Disclosures  About  Segments of  an  Enterprise  and  Related
Information

   The   Company  has  adopted  SFAS  No.  131,  Disclosures  About
   Segments  of  an  Enterprise  and Related  Information,  in  the
   fiscal  year ended September 30, 1999.  SFAS No. 131 establishes
   standards   for   reporting  information   regarding   operating
   segments  in  annual financial statements and requires  selected
   information  for  those  segments to  be  presented  in  interim
   financial  reports issued to stockholders.  SFAS  No.  131  also
   establishes  standards  for related disclosures  about  products
   and  services  and  geographic areas.   Operating  segments  are
   identified  as components of an enterprise about which  separate
   discrete  financial information is available for  evaluation  by
   the  chief  operating decision maker, or decision making  group,
   in  making  decisions  how  to  allocate  resources  and  assess
   performance.   The  Company's chief decision-maker,  as  defined
   under  SFAS  No.  131, is a combination of the  Chief  Executive
   Officer  and the Chief Financial Officer.  Based on the criteria
   established  by  SFAS  No. 131, the Company  currently  has  one
   reportable   operating  segment,  the  results  of   which   are
   disclosed    in   the   accompanying   consolidated    financial
   statements.

   A  summary of the Company's revenues by geographic region is  as
   follows:

                             September 30,
                        1997     1998     1999

United Kingdom            44%      43%      40%
United States              -       22       27
Greece                     -        -       11
Scotland                   -        5        4
Malaysia                  27        2        3
Hong Kong                 19        -        -
France                     -        6        -
China                      -       12        -
Other                     10       10       15

Total                    100%     100%     100%

   Substantially  all of the Company's assets are  located  in  the
   United States.

(7)  Related Party Transactions

   (a)Management Services Agreement

       The  Company has an agreement with Hologic, Inc.  (Hologic),
       an  affiliated company, whereby Hologic provides management,
       administrative  and  support  services.  The  Company   paid
       Hologic  for all direct costs incurred, as well as a portion
       of  Hologic's overhead costs, as defined, representing a pro
       rata portion of costs attributable to the Company.  Expenses
       charged   to   operations   under  these   agreements   were
       approximately $112,000, $138,000and $258,000 in fiscal 1997,
       1998,  and  1999, respectively.  Approximately  $27,000  and
       $78,000  had  not  been paid as of September  30,  1998  and
       September  30,  1999,  respectively,  under  the  management
       services agreement.

   (b)License and Technology Agreement

       The  Company  has  an  agreement with  Hologic  whereby  the
       Company  has  a perpetual, exclusive, worldwide  license  to
       utilize certain of Hologic's technology and patents for  the
       purpose of developing the Company's X-ray screening security
       systems for explosives, drugs, currency and other contraband
       (the  Exclusive License).  In September 1996,  this  license
       was  amended to grant the Company a nonexclusive license  to
       utilize these patents and technology for certain new product
       development   for   other  applications  (the   Nonexclusive
       License).   Royalty payments to Hologic under the  Exclusive
       License  are  5% of revenues, as defined, on the  first  $50
       million in sales; thereafter, payments are 3% on revenues up
       to  $200  million,  with  no royalty payments  on  aggregate
       revenues  in  excess  of  $200 million.   During  1997,  the
       Company  reduced  its  royalty  payments  to  3%  under  the
       Exclusive License upon achievement of cumulative revenues in
       excess   of   $50  million.   Royalty  payments  under   the
       Nonexclusive  License are 3% on sales up  to  $200  million,
       with no royalty payments on aggregate revenues in excess  of
       $200  million.  The agreement terminates by mutual agreement
       of   the   two   parties  or  upon  certain  other   defined
       circumstances.   During  fiscal 1997,  1998  and  1999,  the
       Company   incurred  royalty  expenses  under  the  Exclusive
       License  of approximately $988,000, $1,014,000 and $384,000,
       respectively, of which approximately $504,000  and  $237,000
       had not been paid as of September 30, 1998 and September 30,
       1999,  respectively.  To date, the Company has not  incurred
       any  royalty  expenses under the Nonexclusive  License.   In
       connection   with  the  acquisition  of   the   Company   by
       PerkinElmer,  PerkinElmer has agreed  to  pay  Hologic  $2.0
       million, plus royalties accrued through September 30,  1999,
       in exchange for termination of future royalties.

(8)  Profit-Sharing 401(k) Plan

   The   Company  has  a  qualified  profit-sharing  plan  covering
   substantially all of its employees.  Contributions to  the  plan
   are  at the discretion of the Company's Board of Directors.  The
   Company   has  recorded  approximately  $74,000,  $133,000   and
   $33,000  as  a  provision  for profit-sharing  contribution  for
   fiscal 1997, 1998 and 1999, respectively.

(9)  Commitments and Contingencies

   (a)Operating Leases

       The Company is renting the facilities under operating leases
       which  expire  through  June  2003.   The  Company's  future
       minimum  lease  payments under all operating  leases  as  of
       September 30, 1999 are as follows:

                Year                Amount

                2000               $710,000
                2001                449,000
                2002                265,000
                2003                207,000

                                 $1,631,000

       Rent expense charged to operations for fiscal 1997, 1998 and
       1999  was  approximately  $438,000, $525,000  and  $574,000,
       respectively.


   (b)Patent Infringement Claims

       Litigation expense in the accompanying statements of  income
       represents   costs  incurred  related  to   certain   patent
       infringement claims which have been settled or dismissed  as
       of  September 30, 1998.  From time to time, the  Company  is
       party  to various types of litigation.  The Company believes
       it  has  meritorious  defenses to all  claims,  and  in  its
       opinion, all litigation currently pending or threatened will
       not  have  a  material  effect on  the  Company's  financial
       position or results of operations.

   (c)Patent License Agreement

       During  fiscal  1996,  the Company  entered  into  a  patent
       license  agreement  for  the exclusive  license  of  certain
       explosives detection technology.  Under this agreement,  the
       Company  is  required to pay aggregate royalties  of  up  to
       $1,000,000  based on net sales, as defined.   During  fiscal
       1997,  1998  and  1999,  the Company incurred  approximately
       $97,000,  $112,000  and  $9,000  respectively,  of   royalty
       expense related to this agreement.

   (d)Joint Development and Royalty Agreement

       During  fiscal  1997,  the  Company  entered  into  a  joint
       development  and  royalty agreement for the  development  of
       certain explosives detection technology.  Under the terms of
       the  agreement, the Company is required to pay a royalty  of
       $3,000  per unit sold of the developed product, as  defined.
       During 1998, the Company prepaid royalties in the amount  of
       approximately  $500,000, which they are  amortizing  as  the
       royalties  are  incurred.  At September 30, 1998  and  1999,
       approximately   $414,000  and  $186,000,  respectively,   of
       prepaid  royalties are included in other current  assets  in
       the  accompanying consolidated balance sheets.  For the year
       ended  September  30,  1998 and 1999, the  Company  incurred
       $87,000 and $228,000, respectively, in royalty expenses.  No
       royalty   expenses  were  incurred  for   the   year   ended
       September 30, 1997.

(10) Accrued Expenses

   Accrued   expenses  in  the  accompanying  consolidated  balance
   sheets consist of the following:

                                           September 30,
                                        1998          1999

Payroll and payroll-related         $907,959      $891,189
Accrued warranty                     798,000       798,000
Accrued royalties                    537,782       236,842
Accrued legal                         50,323       111,651
Accrued and deferred income taxes    392,640       788,679
Accrued contracts                          -       141,463
Other accrued expenses                79,564       498,668

                                  $2,766,268    $3,466,492




                         LIST OF EXHIBITS


Exhibit                                             Reference
No.

2.01       Merger Agreement between the Company        A**
           and the Company's Massachusetts
           predecessor

2.02       Agreement and Plan of Merger among          E**
           EG&G, Inc. (now Perkin Elmer), Venice
           Acquisition Corp. and Vivid
           Technologies, Inc. dated October 4,
           1999

3.01       Restated Certificate of Incorporation       A**

3.02       By-laws of the Company                      A**

4.01       Specimen Certificate for shares of          A**
           the Company's Common Stock

4.02       Description of Capital Stock                A**
           (contained in the Restated
           Certificate of Incorporation of the
           Company, filed as Exhibit 3.01)

4.03       Description of Registration Rights          A**
           (contained in Exhibits 10.05, 10.11
           and 10.13)

4.04       Rights Agreement between the                C**
           Registrant and American Stock
           Transfer & Trust Company, as Rights
           Agent, dated as of October 13, 1998

4.05       Amendment No. 1 to Rights Agreement,        F**
           dated as of October 4, 1999

10.01      Contract for the Manufacture, Supply,       A**
           Installation and Commissioning of
           Hold Baggage Screening Equipment
           between the Company and BAA plc.

10.02      Distribution and Development                A**
           Agreement between the Company and
           Gilardoni S.p.A.

10.02a     Memorandum of Understanding between         B**
           Gilardoni S.p.A. and the Company

10.02b     Points of Agreement by and between          G**
           the Company and Gilardoni S.p.A.
                                                    (Filed as
                                                  Exhibit 10.05
                                                     therein)

10.02c     Agreement for Vivid Distribution,           G**
           Manufacture, License and Purchase of
           Gilardoni Products (System and FEP       (Filed as
           Platform), by and between the Company  Exhibit 10.06
           and Gilardoni S.p.A                       therein)

10.02d     Agreement for Gilardoni Distribution,       G**
           Manufacture, License and Purchase of
           Vivid Products (Operator Console &       (Filed as
           Systems), by and between the Company   Exhibit 10.07
           and Gilardoni S.p.A                       therein)

10.03      First Amended and Restated Line of          A**
           Credit Loan and Security Agreement
           between the Company and BayBank, N.A.
           and corresponding Note of the Company
           in favor of BayBank, N.A.

10.04      Form of Warrant to purchase Common          A**
           Stock issued to certain investors.

10.05      Warrant to purchase Common Stock            A**
           issued to Dominion Fund II, L.P.

10.06      1989 Combination Stock Option Plan of       A**
           the Company*

10.07      1996 Non-Employee Director Stock            A**
           Option Plan of the Company*

10.08      1996 Equity Incentive Plan of the           A**
           Company*

10.08a     1999 Equity Incentive Plan of the           H**
           Company*

10.09      Facility lease between the Company          A**
           and Cummings Properties Management,
           Inc.

10.09a     Facility lease between the Company          D**
           and Cummings Properties Management,
           Inc.

10.10      Form of Indemnification Agreement for       A**
           directors and officers of the
           Company*

10.11      Series A and Series B Preferred Stock       A**
           Purchase Agreement

10.12      Series C and Series D Preferred Stock       A**
           Purchase Agreement

10.13      Conversion Agreement between the            A**
           Company and certain investors

10.14      Amended Shareholder Agreement among         A**
           the Company's Massachusetts
           predecessor, S. David Ellenbogen, Jay
           A. Stein and certain investors

10.15      Management Services Agreement between       A**
           the Company and Hologic, Inc.*

10.16      License and Technology Agreement            A**
           between Company and Hologic, Inc.,
           together with First Amendment to such
           License and Technology Agreement

10.17      Description of Bonus Plan*                  A**

10.18      Demand Line of Credit Loan and              B**
           Security Agreement between the
           Company and BankBoston, N.A. and
           corresponding Note of the Company in
           favor of BankBoston, N.A.

10.19      Amended and Restated Demand Line of         D**
           Credit Note

10.20      Agreement by and between the Company        G**
           and Herbert Janisch*
                                                    (Filed as
                                                  Exhibit 10.01
                                                     therein)

10.21      Agreement by and between the Company        G**
           and Ambassador L. Paul Bremer, III*
                                                    (Filed as
                                                  Exhibit 10.02
                                                     therein)

10.22      Promissory Note and Stock Pledge            G**
           Agreement of Kristoph D. Krug in
           favor of the Company                     (Filed as
                                                  Exhibit 10.03
                                                     therein)

10.23      Promissory Note and Stock Pledge            G**
           Agreement of Daniel J. Silva in favor
           of the Company*                          (Filed as
                                                  Exhibit 10.04
                                                     therein)

10.24      Agreement by and between the Company   Filed herewith
           and James J. Aldo dated as of June 4,
           1999*

10.25      Agreement by and between the Company   Filed herewith
           and Daniel J. Silva dated as of June
           4, 1999*

10.26      Agreement by and between the Company   Filed herewith
           and William J. Frain dated as of June
           4, 1999*

10.27      Amendment #1 to Management Services    Filed herewith
           Agreement with Hologic

10.28      Termination Agreement with Hologic     Filed herewith

21.01      Subsidiaries of the Company                 A**

23.01      Consent of Arthur Andersen LLP         Filed herewith

27.01      Financial Data Schedule                Filed herewith
____________________

A    Incorporated   by  reference  to  the  Company's  registration
     statement  on  Form  S-1 (Registration  No.  333-14311).   The
     number  set forth herein is the number of the Exhibit in  said
     registration statement.

B    Incorporated by reference to the Company's Form 10-K  for  the
     fiscal  year ended September 30, 1997.  The number  set  forth
     herein is the number of the Exhibit in said Form 10-K.

C    Incorporated  by  reference to the Company's  Form  8-K  dated
     October 13, 1998 filed as exhibit number 4 therein.

D    Incorporated by reference to the Company's Form 10-K  for  the
     fiscal  year ended September 30, 1998.  The number  set  forth
     herein is the number of the Exhibit in said Form 10-K.

E    Incorporated  by  reference to the Company's Definitive  Proxy
     Statement dated December 6, 1999 filed as exhibit A therein.

F    Incorporated by reference to the Company's Form 8-K  filed  on
     October 8, 1999, filed as exhibit number 4.01 therein.

G    Incorporated by reference to the Company's Form 8-K  filed  on
     October 12, 1999.

H    Incorporated by reference to the Company's Form 10-Q  for  the
     quarter  ended  March  31, 1999, filed as  exhibit  number  10
     therein.

*    Management contract or compensatory plan or arrangement.

** In accordance with Rule 12b-32 under the Securities Exchange Act
of  1934, as amended, reference is made to the documents previously
filed  with the Securities and Exchange Commission, which documents
are hereby incorporated by reference.