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     June 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)


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  July  31,  1999, 9,935,516 shares of the  registrant's  Common
Stock, $.01 par value, were outstanding.

               VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES

                                 INDEX




                                                          Page
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

          Consolidated Condensed Balance Sheets
          June 30, 1999 and September 30, 1998             3

          Consolidated Condensed Statements of Operations
          Three and Nine Months Ended June 30, 1999
          and 1998                                         4

          Consolidated Condensed Statements of Cash Flows
          Nine Months Ended June 30, 1999
          and 1998                                         5

          Notes to Consolidated Condensed Financial
          Statements                                       6


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


PART II - OTHER INFORMATION                               14


SIGNATURES                                                15


                    PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

               VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED BALANCE SHEETS

                                ASSETS
                                     (unaudited)            (audited)
                                        June 30,        September 30,
                                           1999                 1998
   CURRENT ASSETS:
    Cash and cash equivalents       $ 7,749,052          $15,555,189
    Short-term investments            8,307,367           10,407,209
    Accounts receivable               7,507,773            7,316,863
    Inventories                      10,884,583            7,874,036
    Deferred tax asset                  606,790              606,790
    Other current assets              3,031,249            1,593,021
    Total current assets             38,086,814           43,353,108

   PROPERTY AND EQUIPMENT, at cost:
    Machinery and equipment           2,619,821            2,546,476
    Leasehold improvements              243,396              228,374
    Furniture and fixtures              117,326              129,479
                                      2,980,543            2,904,329
    Less - Accumulated depreciation
    and amortization                  1,769,406            1,488,893
                                      1,211,137            1,415,436

    Long-term investments             1,069,161                   --
    Other assets, net                   211,552            1,155,945
                                    $40,578,664          $45,924,489

                 LIABILITIES AND STOCKHOLDERS' EQUITY

                                        June 30,        September 30,
                                           1999                 1998
   CURRENT LIABILITIES:
    Accounts payable                    795,087              846,457
    Accrued expenses                  2,937,837            2,766,268
    Customer deposits                 3,309,589            3,411,864
    Total current liabilities         7,042,513            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 - 9,972,316 and
     9,904,666 shares, respectively
     Outstanding - 9,877,316 and
     9,904,666 shares, respectively      99,723               99,047
    Capital in excess of par value   26,766,638           26,745,142
    Treasury stock                     (346,562)                  --
    Retained earnings                 7,016,352           12,055,711
    Total stockholders' equity       33,536,151           38,899,900
                                    $40,578,664          $45,924,489


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


               VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
            CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                              (unaudited)


                               Three Months Ended          Nine Months Ended
                                     June 30,                   June 30,
                                1999         1998          1999         1998

 Revenues                $ 6,678,580  $10,707,283   $14,138,047  $29,853,534
 Cost of revenues          3,720,013    4,636,171     9,562,778   12,523,992
       Gross margin        2,958,567    6,071,112     4,575,269   17,329,542

Operating expenses:
 Research and development  1,373,413    1,363,042     5,309,747    4,170,473
 Restructuring and asset
   write down                     --           --     1,207,686           --
 Selling and marketing       863,247      983,536     3,061,031    3,337,709
 General and administrative  869,892      938,646     2,972,346    3,105,323

       Total operating
       expenses            3,106,552    3,285,224    12,550,810   10,613,505

Income (loss) from
operations                  (147,985)   2,785,888    (7,975,541)   6,716,037

Other income, net            264,098      365,147       829,949    1,041,446

Income (loss) before
provision (benefit) for
income taxes                 116,113    3,151,035    (7,145,592)   7,757,483
Provision (benefit) for
income taxes                  22,457      945,310    (2,106,233)   2,325,033

       Net income (loss)  $   93,656  $ 2,205,725   $(5,039,359) $ 5,432,450


NET INCOME (LOSS) PER SHARE
       Basic                $    .01     $    .23     $    (.51)    $    .57
       Diluted              $    .01     $    .22     $    (.51)    $    .53


WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING
       Basic               9,878,468    9,688,197     9,901,186    9,614,952
       Diluted            10,110,974   10,132,223     9,901,186   10,251,710


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



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

                                                        Nine Months Ended
                                                            June 30,
                                                      1999             1998
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                            $(5,039,359)      $5,432,450
  Adjustments to reconcile net income (loss)
  to net cash provided by (used in)
  operating activities-
     Depreciation and amortization                 462,769          546,520
     Gain on disposal of fixed assets                8,965               --
     Write down of assets related to
     restructuring                               1,080,050               --
     Changes in assets and liabilities-
        Accounts receivable                       (190,910)       2,953,963
        Inventories                             (3,086,480)      (2,231,483)
        Other current assets                    (1,477,117)        (527,363)
        Accounts payable                           (51,370)          49,913
        Accrued expenses                           171,569          262,310
        Customer deposits                         (102,275)       1,370,377
          Net cash provided by (used in)
          operating activities                  (8,224,158)       7,856,687

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment, net        (294,221)        (643,395)
  Purchases of investments                     (18,669,319)     (18,738,537)
  Maturity of investments                       19,700,000        9,629,000
  Increase in other assets                           5,951       (1,298,336)
     Net cash provided by (used in) in
     investing activities                          742,411      (11,051,268)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from exercise of stock purchase warrants     --           84,756
  Proceeds from exercise of stock options           22,172          214,364
  Purchase of treasury stock                      (346,562)              --
     Net cash provided by (used in)
     financing activities                         (324,390)         299,120

NET DECREASE IN CASH AND
  CASH EQUIVALENTS                              (7,806,137)      (2,895,461)
CASH AND CASH EQUIVALENTS, beginning of period  15,555,189       11,571,630
CASH AND CASH EQUIVALENTS, end of period       $ 7,749,052      $ 8,676,169


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for -
     Income tax                                $     6,200      $ 1,764,584




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


               VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED CONDENSED 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  June  30,  1999,  the
consolidated  statements of operations for the three months  and  nine
months  ended June 30, 1999 and 1998, and the consolidated  statements
of  cash  flows for the nine months ended June 30, 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 nine months ended June 30, 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:

                                      June 30,          September 30,
                                         1999                   1998

Raw materials                      $5,016,907             $4,061,775
Work-in-process                     2,137,468              1,440,435
Finished goods                      3,730,208              2,371,826
                                  $10,884,583             $7,874,036


      Finished  goods  consist  of material, labor  and  manufacturing
overhead.

(3)  Significant Customer and Concentration of Credit Risk

      In  the  nine  months ended June 30, 1999, the Company  had  two
customers who comprised 22% and 16% of revenues, respectively.   These
customers  had amounts due to the Company of approximately  $1,694,000
and  $458,000, respectively, at June 30, 1999.  Through July 30, 1999,
the  Company  received payments of $472,000 against  these  receivable
balances.   In  the nine months ended June 30, 1998, the  Company  had
three   customers  who  comprised  43%,  19%  and  15%  of   revenues,
respectively.


      As of June 30, 1999, the Company had approximately $1,433,000 of
receivables   denominated  in  foreign  currencies.   There   are   no
outstanding  forward foreign exchange contracts.  The Company  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  the Company's liquidity and earnings.  Related  effects
will be reported in the financial statements as they become known  and
estimable.

(4)  Earnings Per Share

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

                                                       Three Months Ended
                                                     June 30,       June 30,
                                                        1999           1998

Basic weighted average shares outstanding          9,878,468      9,688,197
Weighted average common equivalent shares            232,506        444,026
Diluted   weighted  average  shares  outstanding  10,110,974     10,132,223


                                                        Nine Months Ended
                                                     June 30,       June 30,
                                                        1999           1998

Basic weighted average shares outstanding          9,901,186      9,614,952
Weighted average common equivalent shares                 --        636,758
Diluted   weighted  average  shares  outstanding   9,901,186     10,251,710

       Common  equivalent  securities  of  approximately  901,000  and
1,199,000  for  the  three  and  nine  months  ended  June  30,  1999,
respectively, have been excluded from the weighted average  number  of
common  and  dilutive  potential common  shares  outstanding.   Common
equivalent  securities of approximately 407,000 and  248,000  for  the
three  and  nine months ended June 30, 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 $48,000 has been paid as of June  30,
1999.    As  of  June  30,  1999,  approximately  $80,000  of  accrued
restructuring  costs  remained, which is  comprised  of  approximately
$19,000   of   severance-related  costs  and  $61,000  of  contractual
termination costs.  The accrued restructuring costs are expected to 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 nine month periods ended June 30, 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, FAA certification or 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  third  quarter  of  fiscal  1999
decreased 38% to $6,678,580 from $10,707,283 for the third quarter  of
fiscal  1998.    Revenues for the current nine month period  decreased
53%  to  $14,138,047  from $29,853,534 for the first  nine  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  lingering  effects  of  the
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 third quarter of fiscal 1999
the Company shipped 12 checked baggage systems and 44 APS hand baggage
units,  compared to 23 checked baggage systems and 9 APS hand  baggage
systems  in  the  third quarter of fiscal 1998.  Since  inception  the
Company  has shipped 277 checked baggage systems for airport  security
and  99  APS  hand baggage systems for airport security  and  building
protection.

The  increase  in  revenues  for the quarter  ended  June  30,1999  as
compared to the quarter ended March 31, 1999 were a direct result of a
high level of proposal activity experienced earlier in the year.   The
Company  shipped  checked  baggage systems  to  various  customers  in
Europe,   including  the  New  Athens  International  Airport.    Also
contributing  to  revenue during the quarter was the shipment  of  APS
systems  for  installation  at airports and  high-security  facilities
worldwide.


     Gross Margin.  Gross margin decreased as a percentage of sales to
44%  in  the current quarter from 57% in the third quarter  of  fiscal
1998.   Gross margin for the nine months ended June 30, 1999  was  32%
compared  to  58%  in the corresponding period in  fiscal  1998.   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.
Also  impacting margin was product mix of shipments for the first nine
months of fiscal 1999 with the majority of sales coming from the Model
APS which has a lower average margin.

      Research  and  Development Expenses.  Research  and  development
expenses  increased  1%  to  $1,373,413 in the  current  quarter  from
$1,363,042  in the third quarter of fiscal 1998. For the current  nine
month  period,  research  and development expenses  increased  27%  to
$5,309,747  from $4,170,473 for the first nine months of fiscal  1998.
The  overall  increase in research and development  expenses  for  the
first nine months of fiscal 1999 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  that  offset
costs  in  previous  quarters.  At the end of the  second  quarter  of
fiscal 1999, the Company implemented a restructuring plan, including a
workforce  reduction, which reduced research and development  expenses
for  the current fiscal quarter from approximately $2.0 million in the
second fiscal quarter.  See Restructuring and Asset Write Down below.

      Selling  and Marketing Expenses.  Selling and marketing expenses
decreased 12% to $863,247 in the current quarter from $983,536 in  the
third  quarter  of  fiscal 1998. For the current  nine  month  period,
selling  and  marketing  expenses  decreased  8%  to  $3,061,031  from
$3,337,709 for the first nine months of fiscal 1998.  The decrease  in
selling and marketing expenses in fiscal 1999 was primarily due to the
decrease in commissions, public relations costs, trade show and travel
related  costs, and advertising costs, slightly offset by an  increase
in consulting and personnel related costs.

      General and Administrative Expenses.  General and administrative
expenses  decreased  7%  to  $869,892  in  the  current  quarter  from
$938,646  in  the third quarter of fiscal 1998.  For the current  nine
month  period,  general and administrative expenses  decreased  4%  to
$2,972,346  from $3,105,323 for the first nine months of fiscal  1998.
The  decrease  in  general and administrative expenses  in  the  third
quarter  of  fiscal 1999 was primarily attributable to a  decrease  in
personnel  and  related  costs in connection with  the  restructuring,
license  fees and patent amortization charges, slightly offset  by  an
increase in legal and administrative 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 $48,000 has been paid as of June  30,
1999.    As  of  June  30,  1999,  approximately  $80,000  of  accrued
restructuring  costs  remained, which is  comprised  of  approximately
$19,000   of   severance-related  costs  and  $61,000  of  contractual
termination costs.  The accrued restructuring costs are expected to 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.

      Other  Income.   The  Company recognized  net  other  income  of
$264,098  in  the current quarter compared to $365,147  in  the  third
quarter of fiscal 1998.  Net other income decreased to $829,949 in the
current nine month period from $1,041,446 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.  The Company's effective tax rate for
the  three  and  nine months ended June 30, 1999  and  1998  was  30%.
During  the  third quarter of fiscal 1999 the Company had  $22,457  of
income  tax  expense.  For the nine months ended June  30,  1999,  the
Company  recognized a tax benefit of approximately  $2,106,233,  which
represented the Company's net operating loss carry backs.  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 June 30, 1999, the Company had working capital  of  $31.0
million including $16.1 million in cash and cash equivalents and short-
term  investments.   The Company also had $1.1  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  September  30,  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 June 30, 1999).  At June 30, 1999, the Company  had
no amounts outstanding under this line of credit.

     During  the  first nine months of fiscal 1999, the Company's  net
cash  used  in  operating activities was approximately  $8.2  million,
including, net income (loss) adjusted for non-cash expenses  including
depreciation  and amortization and write down of assets totaling  $3.5
million,  a  $3.1  million increase of inventories  and  $1.5  million
increase in other current assets. The increase in inventories  in  the
first   nine  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 increase in other current
assets relates to the Company's tax benefit.

      The Company's capital expenditures for the first nine months  of
fiscal  1999 were approximately $294,000.  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 nine months of fiscal 1999, net cash provided by
investing activities was approximately $742,000.  Net cash provided by
investing  activities  in the first nine months  of  fiscal  1999  was
primarily  attributable to the net decrease in investment balances  of
$1.0 million.

      During  the first nine months of fiscal 1999, net cash  used  in
financing  activities was approximately $324,000.  Net  cash  used  in
financing  activities  in the first nine months  of  fiscal  1999  was
attributable to the purchase of treasury stock.

     The  Company  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 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 nine months of fiscal 1999, sales of
approximately $1,150,000 were denominated in foreign currencies.  As
of June 30, 1999, the Company had approximately $1,433,000 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.

          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)



August 9, 1999                /s/  S. David Ellenbogen
Date                          S. David Ellenbogen
                              Chief Executive Officer





August 9, 1999                /s/  William J. Frain
Date                          William J. Frain
                              Chief Financial Officer and Treasurer
                              (Principal Financial and Chief Accounting
                              Officer)