UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                               
                           FORM 10-Q
                               
(Mark One)

[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended          December 31, 1998
                               
                              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)


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  

As  of  January 31, 1999, 9,908,116 shares of the  registrant's
Common Stock, $.01 par value, were issued and outstanding.
                               

           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                               
                             INDEX





Page
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

          Consolidated Balance Sheets
          December 31, 1998 and September 30, 1998         3

          Consolidated Statements of Operations
          Three Months Ended December 31, 1998
          and 1997                                         4

          Consolidated Statements of Cash Flows
          Three Months Ended December 31, 1998
          and 1997                                         5

          Notes to Consolidated Financial Statements       6


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations               8


PART II - OTHER INFORMATION                               12


SIGNATURES                                                14

                               
                PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements
                               
                               
           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS
                               
                            ASSETS
                                    December 31,        September 30,
                                        1998                 1998
                                    (unaudited)           (audited)
   CURRENT ASSETS:
    Cash and cash equivalents       $10,662,348          $15,555,189
    Short-term investments            8,471,149           10,407,209
    Accounts receivable               7,411,810            7,316,863
    Inventories                      10,592,240            7,874,036
    Deferred tax asset                  606,790              606,790
    Other current assets              2,937,753            1,593,021
    Total current assets             40,682,090           43,353,108
   
   PROPERTY AND EQUIPMENT, at cost:
    Machinery and equipment           2,530,756            2,347,896
    Equipment under capital leases      198,580              198,580
    Leasehold improvements              242,596              228,374
    Furniture and fixtures              131,886              129,479
                                      3,103,818            2,904,329
    Less- Accumulated depreciation 
          and amortization            1,563,220            1,488,893
                                      1,540,598            1,415,436
   
    Other assets, net                 2,247,522            1,155,945
                                    $44,470,210          $45,924,489
   
             LIABILITIES AND STOCKHOLDERS' EQUITY
                               
                                    December 31,        September 30,
                                        1998                 1998
   CURRENT LIABILITIES:
    Accounts payable                $ 2,077,478            $ 846,457
    Accrued expenses                  2,243,817            2,766,268
    Customer deposits                 3,264,188            3,411,864
    Total current liabilities         7,585,483            7,024,589
   
   STOCKHOLDERS' EQUITY:
    Preferred stock, $.01 par value
     Authorized - 1,000,000 shares           --                   --
    Common stock, $.01 par value-
     Authorized - 30,000,000 shares
     Issued and outstanding - 
     9,909,116 and 9,904,666 shares, 
     respectively                        99,091               99,047
    Capital in excess of par value   26,752,920           26,745,142
    Retained earnings                10,032,716           12,055,711
    Total stockholders' equity       36,884,727           38,899,900
                                    $44,470,210          $45,924,489
                               
                             
        The accompanying notes are an integral part of these
              consolidated financial statements.
           
           
           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF OPERATIONS
                          (Unaudited)
                               
                               
                                         Three Months Ended
                                            December 31,
                                        1998            1997

Revenues                          $3,626,572      $9,399,312
Cost of revenues                   2,677,337       3,856,644
       Gross margin                  949,235       5,542,668

Operating expenses:
 Research and development          1,841,910       1,390,496
 Selling and marketing             1,159,600       1,295,822
 General and administrative        1,156,795       1,098,648

       Total operating expenses    4,158,305       3,784,966

Income (loss ) from operations    (3,209,070)      1,757,702

Other income, net                    319,077         391,856

Income (loss) before provision 
 (benefit) for income taxes       (2,889,993)      2,149,558
Provision (benefit) for 
 income taxes                       (866,998)        642,656

       Net income (loss)         $(2,022,995)    $ 1,506,902

NET INCOME (LOSS) PER SHARE:
       Basic                         $  (.20)         $  .16
       Diluted                       $  (.20)         $  .15

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING:
       Basic                       9,907,323       9,509,248
       Diluted                     9,907,323      10,310,839


        The accompanying notes are an integral part of these
              consolidated financial statements.
           
           
           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)

                                                Three Months Ended
                                                   December 31,
                                                1998            1997
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                      $(2,022,995)     $1,506,902
  Adjustments to reconcile net income 
  (loss) to net cash provided by 
  (used in) operating activities-
     Depreciation and amortization           137,769         172,365
     Gain on disposal of fixed assets          3,190              --
     Changes in assets and liabilities-
      Accounts receivable                    (94,947)      4,188,847
      Inventories                         (2,718,204)     (1,110,612)
      Other current assets                (1,344,732)       (653,396)
      Accounts payable                     1,231,021         765,237
      Accrued expenses                      (522,451)        155,879
      Customer deposits                     (147,676)        389,800
       Net cash provided by (used in) 
       operating activities               (5,479,025)      5,415,022

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment, net  (202,679)       (187,730)
  Purchases of investments                (2,034,659)     (2,946,876)
  Maturity of investments                  2,930,000       2,880,000
  Increase in other assets                  (114,300)     (1,252,001)
       Net cash provided by (used in) 
       investing activities                  578,362      (1,506,607)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of stock options      7,822          23,625
     Net cash provided by financing activities 7,822          23,625

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                    (4,892,841)      3,932,040
CASH AND CASH EQUIVALENTS, 
 beginning of period                      15,555,189      11,571,630
CASH AND CASH EQUIVALENTS, 
 end of period                           $10,662,348     $15,503,670

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for -

  Income taxes                           $        --     $    86,500



        The accompanying notes are an integral part of these
              consolidated financial statements.
           
           
           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (Unaudited)

(1)  Basis of Presentation

       The   consolidated   financial   statements   of   Vivid
Technologies,  Inc. (the Company) presented  herein  have  been
prepared  pursuant to the rules of the Securities and  Exchange
Commission  for  quarterly reports on  Form  10-Q  and  do  not
include all of the information and note disclosures required by
generally  accepted  accounting principles.   These  statements
should  be  read in conjunction with the consolidated financial
statements  and notes thereto for the year ended September  30,
1998,  included  in the Company's Form 10-K as filed  with  the
Securities and Exchange Commission.
     
      The  consolidated balance sheet as of December 31,  1998,
the  consolidated statements of operations for the three months
ended   December  31,  1998  and  1997,  and  the  consolidated
statements  of  cash flows for the three months ended  December
31,  1998  and  1997,  are unaudited but,  in  the  opinion  of
management,  include  all adjustments  (consisting  of  normal,
recurring  adjustments) necessary for a  fair  presentation  of
results for these interim periods.

      The  results  of  operations for the three  months  ended
December 31, 1998 are not necessarily indicative of the results
to  be expected for the entire fiscal year ending September 30,
1999.

(2)  Inventories

      Inventories  are stated at the lower of  cost  (first-in,
first-out) or market and consist of the following:
                                    December 31,        September 30,
                                        1998                 1998

Raw materials                        $5,368,950           $4,061,775
Work-in-process                       1,702,885            1,440,435
Finished goods                        3,520,405            2,371,826
                                    $10,592,240           $7,874,036


       Finished   goods   consist  of   material,   labor   and
manufacturing overhead.

(3)  Significant Customer and Concentration of Credit Risk

      In  the three months ended December 31, 1998, the Company
had three customers who comprised 26%, 11% and 11% of revenues,
respectively.  These customers had amounts due to  the  Company
of  approximately $1,226,000, $613,000 and $410,000 at December
31,  1998.   Through  February 8, 1999,  the  Company  received
payments  of $1,122,000 against these receivable balances.   In
the three months ended December 31, 1997, the Company had three
customers   who  comprised  35%,  28%  and  13%  of   revenues,
respectively.

      The  Company may be affected, for the foreseeable future,
by  the  unstable economy caused by the currency volatility  in
the  Asia Pacific region.  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  a continuation of the economic crisis may have  on  the
Company's  liquidity  and earnings.  Related  effects  will  be
reported  in the financial statements as they become known  and
estimable.    As  of  December  31,  1998,  the   Company   had
approximately  $408,000 of receivables denominated  in  foreign
currencies.    There  are  no  outstanding   foreign   exchange
contracts.

(4)  Earnings Per Share

     A  reconciliation  of basic and diluted  weighted  average
shares outstanding is as follows:
     
                                                Three Months Ended
                                            December 31,  December 31,
                                                1998          1997
                                                 
Basic weighted average shares outstanding     9,907,323     9,509,248
Weighted average common equivalent shares            --       801,591
Diluted weighted average shares outstanding   9,907,323    10,310,839

     Common  equivalent  securities of approximately  1,178,000
and 230,000 have been excluded from the weighted average number
of  common and dilutive potential common shares outstanding for
the   three   months  ended  December  31,   1998   and   1997,
respectively.


PART I - FINANCIAL INFORMATION (Continued)


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES

      The Company's results of operations have and may continue
to  be  subject  to  significant quarterly fluctuation  due  to
several  factors,  known  and unknown,  including  the  overall
demand  for explosives detection systems, market acceptance  of
the   Company's   products,   timing   of   the   announcement,
introduction   and  delivery  of  new  products   and   product
enhancements by the Company and its competitors, variations  in
component  costs,  timing of customer  orders,  adjustments  of
delivery schedules to accommodate customers' programs, economic
conditions  in the Company's targeted markets, the availability
of   components  from  suppliers,  the  timing  and  level   of
expenditures in anticipation of future sales, and  pricing  and
other  competitive conditions.  Customers may  also  cancel  or
reschedule  shipments and production difficulties  could  delay
shipments.   Relatively  few system  sales  to  relatively  few
customers  comprise  a  significant portion  of  the  Company's
revenues in each quarter.  Therefore, small variations  in  the
number  of systems sold could have a significant effect on  the
Company's  results of operations.  The Company is developing  a
next   generation  system  that  is  intended   to   meet   FAA
certification  standards.  There can be no assurance  that  the
Company  will  be  able to develop such a system  on  a  timely
basis,  if  at  all.   In  addition,  even  if  the  system  is
successfully developed, the anticipation of the next generation
system  may have an adverse impact on financial results  during
the transition period.  Reference is made to the "Risk Factors"
section of the Company's report on Form 10-K for the year ended
September  30, 1998 for additional discussion of factors  which
may affect the Company's results of operations.

Results of Operations

      Revenues.  Revenues for the first quarter of fiscal  1999
decreased  61%  to  $3,626,572 from $9,399,312  for  the  first
quarter  of  fiscal 1998.  This decrease in  revenues  was  the
result of a decrease in product sales and a decrease in revenue
from  an FAA development grant.  The slowdown in product  sales
is attributable 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, the continuing
economic  troubles in Asia and the anticipated availability  of
second  generation systems.  During the first quarter of fiscal
1999 the Company shipped three VIS checked baggage systems  and
six  APS  hand  baggage units, compared to 19  checked  baggage
systems shipped in the first quarter of fiscal 1998.
     
      Gross Margin.  Gross margin decreased as a percentage  of
sales  to  26%  in the current quarter from 59%  in  the  first
quarter of fiscal 1998.  The decrease in gross margin in fiscal
1999  was primarily attributable to the lower volume of  system
sales.   The decrease in gross margin as a percentage of  sales
is  due  to significant fixed manufacturing labor and  overhead
costs  applied  to  a  lower volume of shipments,  as  well  as
service related charges.

       Research   and  Development  Expenses.    Research   and
development expenses increased 32% to $1,841,910 in the current
quarter  from  $1,390,496 in the first quarter of fiscal  1998.
The increase in research and development expenses was primarily
due  to  the  addition  of engineering  personnel  and  outside
consultants  working on the development of  a  next  generation
system,  and  enhancements to existing products, including  the
Model APS.

      Selling  and  Marketing Expenses.  Selling and  marketing
expenses  decreased  11% to $1,159,600 in the  current  quarter
from  $1,295,822  in  the first quarter of  fiscal  1998.   The
decrease in selling and marketing expenses was primarily due to
a decrease in commissions and consulting costs, slightly offset
by an increase in public relations costs.

       General   and  Administrative  Expenses.   General   and
administrative  expenses  increased 5%  to  $1,156,795  in  the
current quarter from $1,098,648 in the first quarter of  fiscal
1998.  The increase in general and administrative expenses  was
primarily attributable to an overall increase in personnel  and
related costs, legal expenses and license fees.

      Other Income.  The Company recognized net interest income
of  $308,000 in the current quarter compared to $252,000 in the
first  quarter  of  fiscal 1998.  The  increase  was  primarily
attributable  to  higher  average cash balances  available  for
investment during the current quarter.  During the three months
ended  December  31,  1997, the Company recognized  a  gain  of
approximately $139,900 on foreign currency transactions.

      Provision  for Income Taxes. During the first quarter  of
fiscal   1999   the  Company  recognized  a  tax   benefit   of
approximately $867,000 based on an effective tax rate  of  30%.
The Company's effective tax rate for the first three months  of
fiscal  1998  was  also  30%.  The  Company  expects  that  its
effective tax rate will continue to be slightly lower than  the
statutory  tax rates primarily due to the use of  research  and
development  tax  credits and the tax benefits associated  with
the Company's foreign sales corporation.

Liquidity and Capital Resources

       The  Company  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 December  31,  1998,  the
Company  had  working capital of $33.1 million including  $19.1
million   in   cash   and  cash  equivalents   and   short-term
investments.   The Company also has an unsecured  $5.0  million
bank  line  of  credit which expires February  28,  1999.   The
Company is currently in negotiations with the bank to renew the
credit  facility.   The  Company's bank line  of  credit  bears
interest  at  the bank's prime rate (7.75% as of  December  31,
1998).   At  December  31,  1998, the Company  had  no  amounts
outstanding under this line of credit.

     During  the  first  three  months  of  fiscal  1999,   the
Company's   net   cash   used  in  operating   activities   was
approximately  $5.5  million and  was  comprised  of  net  loss
adjusted  for  non-cash  expenses  including  depreciation  and
amortization totaling $1.9 million, a $2.7 million increase  of
inventories  and $1.3 million increase in other current  assets
and  a  $522,000  decrease  in accrued  expenses  and  $148,000
decrease in customer deposits that were partially offset by  an
increase of $1.2 million in accounts payable.  The increase  in
inventories and accounts payable in the first quarter of fiscal
1999 reflects increased inventory purchases associated with the
production  of  the  Model  MVT  next  generation  system   and
anticipated sales of the Model APS.

      The  Company's capital expenditures for the  first  three
months  of fiscal 1999 were approximately $200,000.  While  the
Company  does not have any significant commitments for  capital
expenditures  for  the remainder of fiscal  1999,  the  Company
anticipates  that  it  will continue to purchase  equipment  to
support its anticipated growth.

     During  the  first three months of fiscal 1999,  net  cash
provided  by  investing  activities was approximately  $578,000
that  was  primarily  attributable  to  the  net  decrease   in
investment activity of $900,000 offset by an increase in  other
assets of approximately $114,000.

      During  the first three months of fiscal 1999,  net  cash
provided   by   financing  activities  was  $7,800   that   was
attributable  to the receipt of net proceeds from the  exercise
of stock options.

     The  Company may be affected, for the foreseeable  future,
by  the  unstable economy caused by the currency volatility  in
the  Asia Pacific region.  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  a continuation of the economic crisis may have  on  the
Company's liquidity and earnings.

     The  Company believes that existing sources of  liquidity,
funds expected to be generated from operations and its line  of
credit  will provide adequate cash needs through at  least  the
next  twelve  months.  However, for a brief discussion  of  the
factors  that  could  adversely affect the Company's  financial
position  and results of operations, see the opening  paragraph
of Item 2 above.

Year 2000 Readiness Disclosure

      The  year  2000  issue is the potential  for  system  and
processing  failure  of date-related data  and  the  result  of
computer-controlled systems using two digits rather  than  four
to  define the applicable year.  For example, computer programs
that  have  time-sensitive software may recognize a date  using
"00"  as  the year 1900 rather than the year 2000.  This  could
result in system failure or miscalculations causing disruptions
of  operations,  including,  among other  things,  a  temporary
inability  to process transactions, send invoices or engage  in
similar normal business activities.

     The Company may be affected by year 2000 issues related to
non-compliant information technology ("IT") systems  or  non-IT
systems  operated or sold by the Company or by  third  parties.
The  Company  has  substantially completed  assessment  of  its
internal IT systems and non-IT systems. The Company 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  the  Company  has   received
compliance  certificates from the FAA and BAA  confirming  that
the  Company's existing products are year 2000 compliant.   The
Company  has also submitted a survey to all vendors subject  to
year  2000 compliance.  In addition to the survey, the  Company
has  internally tested components supplied by outside  vendors.
The  Company has also performed an internal review of  in-house
computers,  network,  operating system and financial  reporting
package confirming year 2000 compliance.  At this point in  its
assessment, the Company is not currently aware of any year 2000
problems  relating to systems operated or sold by  the  Company
that  would  have  a material adverse effect on  the  Company's
business, results of operations or financial condition.

      Although the Company believes that its systems  are  year
2000 compliant, the Company utilizes third-party equipment  and
software that may not be year 2000 compliant.  In addition, the
Company'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  the Company to incur unanticipated expenses to  remedy
any problems, which could have a material adverse effect on the
Company   business,   results  of  operations   and   financial
condition.  The Company 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  the Company's supplies and orders.  The Company  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 the Company 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 the Company's business, results  of
operations and financial condition.

      Other  than  its activities described above, the  Company
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, the Company'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 the Company does not  identify  any
material non-compliant IT systems or non-IT systems operated by
the  Company  or  by  third  parties,  such  as  the  Company's
suppliers, service providers and customers, the most reasonably
likely  worst  case  year 2000 scenario is a  systemic  failure
beyond  the  control  of  the  Company,  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.  The  Company
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 the  Company's  business,
results of operations and financial condition.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

     Foreign  Exchange Hedging.  The accounts  of  the  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
the  accompanying  consolidated statements of operations  since
the functional currency for this subsidiary is the U.S. dollar.

     During the first quarter of fiscal 1999, no sales were
denominated in foreign currencies.  As of December 31, 1998,
the Company had approximately $414,000 in accounts receivable
denominated in foreign currencies which had been marked to
market.  The net gain (loss) was not material.

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


                  PART II - OTHER INFORMATION
                               
           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                               
Item 1.   Legal Proceedings.

     No material developments.

Item 2.   Changes in Securities and Use of Proceeds.

On December 10, 1996, the Securities and Exchange Commission
declared effective the Company's Registration Statement on Form
S-1, Commission file number 333-14311, relating to the initial
public offering of the Company'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 the Companys'
application of the net proceeds therefrom through December 31,
1998:

             INFORMATION RELATING TO THE OFFERING

          Number of shares registered                   2,300,000
          Number of shares sold by the Company          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 the
            Company or their associates; to
            persons owning ten percent or more
            of any class of equity securities of
            the Company, or to affiliates of the
            Company.
                               
                               
                        USE OF PROCEEDS

                Category                         Amount
          Construction of plant, building 
           and facilities                       $63,300
          Purchase and installation of 
           machinery and equipment             $800,000
          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                    $9,996,645
          Temporary investments, net         $6,432,405
               Notes, drafts, bills of 
               exchange or bankers' 
               acceptances which mature not 
               later than one year from the
               date of issuance
          Long-term investments                      __
               Investment-grade commercial 
               paper, with an average
               maturity period of 15 months
                    Total investments        $6,432,405
                    Total                   $24,823,000
          -----------------------
            (1)Of this amount, approximately $900,000 was paid to Beta
            Partners Limited Partnership.  Frank Kenny, a director of the
            Company, is a general partner of this partnership.  No other
            proceeds of the offering were paid directly or indirectly to
            directors, officers, general partners of the Company or their
            associates; to persons owning ten percent or more of any class
            of equity securities of the Company; or to affiliates of the
            Company.

Item 3.   Defaults Upon Senior Securities.

          None.

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

          None.

Item 5.   Other Information.

          None.

Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits furnished:
          
               (27)  Financial Data Schedule.
          
          (b)  Reports on Form 8-K.
          
               None.

           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                               
                          SIGNATURES




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



                              Vivid Technologies, Inc.
                              (Registrant)



February 16, 1999             /s/ S. David Ellenbogen
Date                          S. David Ellenbogen
                              Chief Executive Officer





February 16, 1999             /s/ William J. Frain
Date                          William J. Frain
                              Chief Financial Officer and Treasurer
                              (Principal Financial and Chief Accounting
                              Officer)