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     March 31, 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)


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  April  30,  1999, 9,931,116 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
          March 31, 1999 and September 30, 1998            3

          Consolidated Statements of Operations
          Three and Six Months Ended March 31, 1999
          and 1998                                         4

          Consolidated Statements of Cash Flows
          Six Months Ended March 31, 1999
          and 1998                                         5

          Notes to Consolidated Financial Statements       6


Item 2.   Management's Discussion and Analysis of 
          Financial Condition and Results of Operations    9


PART II - OTHER INFORMATION                               13


SIGNATURES                                                15

                                   
                    PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements
               
               VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                                   
                                ASSETS
                                      (unaudited)               (audited)
                                       March 31,               September 30,
                                         1999                      1998
   CURRENT ASSETS:
    Cash and cash equivalents       $11,064,122                 $15,555,189
    Short-term investments            5,242,486                  10,407,209
    Accounts receivable               4,981,538                   7,316,863
    Inventories                      11,521,786                   7,874,036
    Deferred tax asset                  606,790                     606,790
    Other current assets              3,049,616                   1,593,021
      Total current assets           36,466,338                  43,353,108
   
   PROPERTY AND EQUIPMENT, at cost:
    Machinery and equipment           2,584,390                   2,546,476
    Leasehold improvements              243,396                     228,374
    Furniture and fixtures              117,570                     129,479
                                      2,945,356                   2,904,329
    Less - Accumulated depreciation 
    and amortization                  1,643,323                   1,488,893
                                      1,302,033                   1,415,436
   
    Long-term investments             3,106,299                          --
    Other assets, net                   242,761                   1,155,945
                                    $41,117,431                 $45,924,489
   

                 LIABILITIES AND STOCKHOLDERS' EQUITY
                                   
                                       March 31,               September 30,
                                          1999                     1998
   CURRENT LIABILITIES:
    Accounts payable                  1,407,983                     846,457
    Accrued expenses                  2,716,852                   2,766,268
    Customer deposits                 3,379,402                   3,411,864
    Total current liabilities         7,504,237                   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 - 
     9,931,116 and 9,904,666 shares, 
     respectively                        99,311                      99,047
    Capital in excess of par value   26,762,750                  26,745,142
    Treasury stock                     (171,563)                         --
    Retained earnings                 6,922,696                  12,055,711
    Total stockholders' equity       33,613,194                  38,899,900
                                    $41,117,431                 $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         Six Months Ended
                                      March 31,                 March 31,
                                 1999         1998          1999         1998

 Revenues                 $ 3,832,894  $ 9,746,939   $ 7,459,466  $19,146,251
 Cost of revenues           3,165,428    4,031,177     5,842,765    7,887,821
       Gross margin           667,466    5,715,762     1,616,701   11,258,430

Operating expenses:
 Research and development   2,094,423    1,416,935     3,936,333    2,807,431
 Restructuring and 
    asset write down        1,207,686           --     1,207,686           --
 Selling and marketing      1,038,183    1,058,351     2,197,783    2,354,173
 General and administrative   945,659    1,068,029     2,102,454    2,166,677

       Total operating 
         expenses           5,285,951    3,543,315     9,444,256    7,328,281

Income (loss) from 
  operations               (4,618,485)   2,172,447    (7,827,555)   3,930,149

Other income, net             246,773      284,443       565,850      676,299

Income (loss) before 
  provision (benefit) for 
  income taxes             (4,371,712)   2,456,890    (7,261,705)   4,606,448
Provision (benefit) for 
  income taxes             (1,261,692)     737,067    (2,128,690)   1,379,723

       Net income (loss)  $(3,110,020) $ 1,719,823   $(5,133,015) $ 3,226,725


NET INCOME (LOSS) PER SHARE
       Basic              $      (.31) $       .18   $      (.52) $       .34
       Diluted            $      (.31) $       .17   $      (.52) $       .31


WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING
       Basic                9,917,766    9,647,410     9,912,545    9,578,329
       Diluted              9,917,766   10,312,068     9,912,545   10,311,453

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



               VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)

                                                        Six Months Ended
                                                            March 31,
                                                        1999           1998
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                              $(5,133,015)    $3,226,725
  Adjustments to reconcile net income to 
  net cash provided by (used in) operating 
  activities-
     Depreciation and amortization                   333,988        351,131
     Gain on disposal of fixed assets                  3,754             --
     Write down of assets related to restructuring 1,080,050             --
     Changes in assets and liabilities-
       Accounts receivable                         2,335,325      4,240,526
     Inventories                                  (3,723,683)    (2,076,997)
       Other current assets                       (1,495,484)      (648,234)
       Accounts payable                              561,526        762,436
       Accrued expenses                              (49,416)      (320,642)
       Customer deposits                             (32,462)       892,227
         Net cash provided by (used in) 
           operating activities                   (6,119,417)     6,427,172

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment, net          (251,125)      (413,972)
  Purchases of investments                       (10,141,576)   (14,840,856)
  Maturity of investments                         12,200,000      7,229,000
  Increase in other assets                           (25,258)    (1,252,336)
     Net cash provided by (used in) in 
     investing activities                          1,782,041     (9,278,164)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of stock options             17,872        200,154
  Purchase of treasury stock                        (171,563)            --
     Net cash provided by (used in) 
     financing activities                           (153,691)       200,154

NET DECREASE IN CASH AND
  CASH EQUIVALENTS                                (4,491,067)    (2,650,838)
CASH AND CASH EQUIVALENTS, beginning of period    15,555,189     11,571,630
CASH AND CASH EQUIVALENTS, end of period         $11,064,122    $ 8,920,792


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for -
     Income tax                                  $     3,200    $ 1,179,184

   
   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  March  31,  1999,  the
consolidated  statements of operations for the three  months  and  six
months  ended March 31, 1999 and 1998, and the consolidated statements
of  cash  flows for the six months ended March 31, 1999 and 1998,  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 six months ended March 31, 1999
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:
                                     
                                        March 31,          September 30,
                                            1999                   1998

Raw materials                         $4,991,883             $4,061,775
Work-in-process                        1,658,753              1,440,435
Finished goods                         4,871,150              2,371,826
                                     $11,521,786             $7,874,036


      Finished  goods  consist  of material, labor  and  manufacturing
overhead.

(3)  Significant Customer and Concentration of Credit Risk

      In  the  six  months ended March 31, 1999, the Company  had  two
customers who comprised 18% and 13% of revenues, respectively.   These
customers had amounts due to the Company of approximately $612,000 and
$983,000,  respectively, at March 31, 1999.  Through May 7, 1999,  the
Company   received  payments  of  $840,000  against  these  receivable
balances.  In the six months ended March 31, 1998, the Company had two
customers who comprised 39% and 24% 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  March  31,  1999,  the  Company   had
approximately   $331,000   of  receivables  denominated   in   foreign
currencies.   There  are  no  outstanding  forward  foreign   exchange
contracts.

(4)  Earnings Per Share

     A  reconciliation  of basic and diluted weighted  average  shares
outstanding is as follows:

                                                       Three Months Ended
                                                     March 31,      March 31,
                                                         1999           1998

Basic weighted average shares outstanding           9,917,766      9,647,410
Weighted average common equivalent shares                  --        664,658
Diluted   weighted  average  shares  outstanding    9,917,766     10,312,068


                                                        Six Months Ended
                                                     March 31,      March 31,
                                                         1999           1998

Basic weighted average shares outstanding           9,912,545      9,578,329
Weighted average common equivalent shares                  --        733,124
Diluted   weighted  average  shares  outstanding    9,912,545     10,311,453

     Common equivalent securities of approximately 1,168,000 have been
excluded  from  the  weighted average number of  common  and  dilutive
potential common shares outstanding for the three and six months ended
March 31, 1999.  Common equivalent securities of approximately 245,000
and  244,000  for  the  three and six months  ended  March  31,  1998,
respectively, have been excluded from the weighted average  number  of
common and dilutive potential common shares outstanding.

(5)  Restructuring and Asset Write Down

     In  the second quarter of fiscal 1999, the Company 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 $28,000 was paid.  As  of  March  31,
1999,  approximately $100,000 of accrued restructuring costs remained,
which is comprised of approximately $29,000 of severance-related costs
and   $71,000   of   contractual  termination  costs.    The   accrued
restructuring costs will be paid by the end of fiscal 1999.

     During  the  second  quarter of fiscal  1999,  the  Company  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 the accompanying statements of operations in cost
of  revenues,  research and development, selling  and  marketing,  and
general and administrative expenses.

(6)  Comprehensive Income

      The  Company adopted Statement of Financial Accounting Standards
No.  130  ("SFAS  130"),  Reporting  Comprehensive  Income,  effective
October  1,  1998.  SFAS No. 130 defines comprehensive income  as  the
change in equity of a business enterprise from transactions and  other
economic  events during a period from non-owner sources.   During  the
three  and six month periods ended March 31, 1999 and 1998 there  were
no  such transactions or events that would require separate disclosure
in the Company's financial statements.


              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 second  quarter  of  fiscal  1999
decreased 61% to $3,832,894 from $9,746,939 for the second quarter  of
fiscal 1998.   Revenues for the current six month period decreased 61%
to  $7,459,467  from $19,146,251 for the first six  months  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  Company 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 continuing economic troubles  in  Asia.   In
addition,  the Company believes that it will be difficult to  complete
significant  sales  of its checked baggage screening  systems  in  the
United  States  until such time as the Company has  an  FAA  certified
system.   During the second quarter of fiscal 1999 the Company shipped
5  VIS checked baggage systems and 19 APS hand baggage units, compared
to  22 VIS/VDS checked baggage systems and 2 APS hand baggage units in
the second quarter of fiscal 1998.


      Gross Margin.    Gross margin decreased as a percentage of sales
to 17% in the current quarter from 59% in the second quarter of fiscal
1998.   Gross margin for the six months ended March 31, 1999  was  22%
compared  to  59%  in the corresponding period in  fiscal  1998.   The
decreases  in  gross margin in fiscal 1999 were primarily attributable
to  the lower volume of checked baggage 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 of the Company's checked baggage products.

      Research  and  Development Expenses.  Research  and  development
expenses  increased  48%  to $2,094,423 in the  current  quarter  from
$1,416,935  in the second quarter of fiscal 1998. For the current  six
month  period,  research  and development expenses  increased  40%  to
$3,936,333  from $2,807,431 for the first six months of  fiscal  1998.
The   overall  increase  in  research  and  development  expenses  was
primarily due 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 Model APS.   The
increase  is  also  due to the reduction in FAA grants  for  the  next
generation system which offset costs in previous quarters.

      Selling  and Marketing Expenses.  Selling and marketing expenses
decreased  2% to $1,038,183 in the current quarter from $1,058,351  in
the  second quarter of fiscal 1998. For the current six month  period,
selling  and  marketing  expenses  decreased  7%  to  $2,197,783  from
$2,354,173  for the first six months of fiscal 1998.  The decrease  in
selling and marketing expenses in fiscal 1999 was primarily due to the
decrease  in  commissions, trade show and travel  related  costs,  and
advertising  costs,  slightly  offset by  an  increase  in  personnel,
consulting and public relations costs.

      General and Administrative Expenses.  General and administrative
expenses  decreased  11%  to  $945,659 in  the  current  quarter  from
$1,068,029 in the second quarter of fiscal 1998.  For the current  six
month  period,  general and administrative expenses  decreased  3%  to
$2,102,454  from $2,166,677 for the first six months of  fiscal  1998.
The  decrease  in general and administrative expenses  in  the  second
quarter  of  fiscal 1999 was primarily attributable to a  decrease  in
personnel and related costs, slightly offset by an increase in license
fees.

     Restructuring  and  Asset Write Down.  In the second  quarter  of
fiscal 1999, the Company 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 $28,000 was paid.  As  of  March  31,
1999,  approximately $100,000 of accrued restructuring costs remained,
which is comprised of approximately $29,000 of severance-related costs
and   $71,000   of   contractual  termination  costs.    The   accrued
restructuring costs will be paid by the end of fiscal 1999.

      Other  Income.   The  Company recognized  net  other  income  of
$246,773  in  the current quarter compared to $284,443 in  the  second
quarter of fiscal 1998.  Net other income decreased to $565,850 in the
current  six  month period from $676,299 in the comparable  period  in
fiscal  1998.   The decrease in fiscal 1999 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 the second quarter of fiscal
1999  and  for  the  six  months ended March  31,  1999,  the  Company
recognized  a tax benefit of approximately $1,261,692 and  $2,128,690,
respectively,  based on an effective tax rate of 30%.   The  Company's
effective  tax rate for the first three and six 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 March 31, 1999, the Company had working capital of  $29.0
million including $16.3 million in cash and cash equivalents and short-
term  investments.   The Company also had $3.1  million  of  long-term
investments.  The Company also has an unsecured $5.0 million bank line
of  credit which had an original expiration of February 28,  1999  and
has  been extended through May 31, 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 March 31, 1999).  At March 31, 1999, the Company had  no
amounts outstanding under this line of credit.

     During  the  first six months of fiscal 1999, the  Company's  net
cash  used  in  operating activities was approximately  $6.1  million.
During  that period, net loss adjusted for non-cash expenses including
depreciation  and amortization and write down of assets totaling  $3.7
million,  a  $3.7  million increase of inventories  and  $1.5  million
increase  in other current assets were partially offset by a  decrease
of  $2.3 million in accounts receivable and an increase of $562,000 in
accounts payable. The increase in inventories in the first six  months
of  fiscal 1999 reflects increased inventory purchases associated with
the  production of the next generation system and the increased  sales
activity of the Model APS, and overall lower product sales of  checked
baggage units.

      The  Company's capital expenditures for the first six months  of
fiscal  1999 were approximately $251,000.  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 six months of fiscal 1999, net cash provided  by
investing  activities  was  approximately  $1.8  million.   Net   cash
provided  by  investing activities in the first six months  of  fiscal
1999  was  primarily  attributable to the net decrease  in  investment
balances of $2.1 million.

      During  the  first six months of fiscal 1999, net cash  used  in
financing  activities was approximately $154,000.  Net  cash  used  in
financing  activities  in  the first six months  of  fiscal  1999  was
attributable to the purchase of treasury stock.

     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 half of fiscal 1999, no sales were denominated
in foreign currencies.  As of March 31, 1999, the Company had
approximately $331,000 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.

          None.


Item 3.   Defaults Upon Senior Securities.

          None.


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

      The  Company held its Annual Meeting of Stockholders on February
24,  1999.  At the February 24th meeting, a total of 8,796,478  shares
or  89%  of  the Common Stock issued and outstanding as of the  record
date,  were  represented at the meeting in person or  by  proxy.   Set
forth  below is a brief description of each matter voted upon  at  the
meeting and the voting results with respect to each matter.

     1.   A  proposal to elect the following two persons to  serve  as
members  of  the  Company's Board of Directors until the  2002  Annual
Meeting of Stockholders and until their respective successors are duly
elected and qualified:

     Name                       For       Withheld  Abstain
     L. Paul Bremer           8,750,835    45,643       0
     Gerald Segel             8,713,835    82,643       0

     2.   A  proposal  to approve the Company's 1999 Equity  Incentive
Plan.

       For - 5,040,466     Against - 1,141,727    Abstain - 23,272


Item 5.   Other Information.

          None.


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

          (a)  Exhibits furnished:

               (10)  1999 Equity Incentive Plan
               (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)

     
May 14, 1999                  /s/  S. David Ellenbogen
Date                          S. David Ellenbogen
                              Chief Executive Officer





May 14, 1999                  /s/  William J. Frain
Date                          William J. Frain
                              Chief Financial Officer and Treasurer
                              (Principal Financial and Chief Accounting
                              Officer)