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, 1997
                               
                              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)

                        (617) 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   August  1, 1997, 9,424,034 shares of the  registrant's
Common Stock, $.01 par value, were issued and outstanding.
                               

           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                               
                             INDEX






PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                           Page

          Consolidated Balance Sheets
          June 30, 1997 and September 30, 1996             3

          Consolidated Statements of Operations
          Three and Nine Months Ended June 30, 1997
          and 1996                                         4

          Consolidated Statements of Cash Flows
          Nine Months Ended June 30, 1997
          and 1996                                         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                               14


SIGNATURES                                                16

                               
                PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements
           
           
           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS
                          (Unaudited)
                            ASSETS
                                      June 30,        September 30,
                                        1997              1996
   CURRENT ASSETS:
    Cash and cash equivalents       $11,279,129         $1,661,724
    Short-term investments            6,403,812                 --
    Accounts receivable               7,642,041          3,720,478
    Inventories                       6,145,567          4,741,658
    Deferred tax asset                  261,000            181,000
    Other current assets                675,889            444,902
    Total current assets             32,407,438         10,749,762
   
   PROPERTY AND EQUIPMENT, at cost:
    Machinery and equipment           1,995,879          1,681,659
    Furniture and fixtures               80,907             58,855
    Leasehold improvements              165,300            143,776
    Equipment under capital leases      198,580            198,580
                                      2,440,666          2,082,870
    Less- Accumulated depreciation 
    and amortization                  1,414,825          1,097,717
                                      1,025,841            985,153
    Other assets, net                   156,838            228,077
                                    $33,590,117        $11,962,992
   

                LIABILITIES AND STOCKHOLDERS' EQUITY
                               
                                      June 30,        September 30,
                                        1997               1996
   CURRENT LIABILITIES:
    Obligation under capital leases $     4,990        $    36,888
    Accounts payable                    821,869          1,493,874
    Accrued expenses                  2,321,583          3,432,914
    Currently redeemable series A 
     preferred stock                         --          2,343,750
    Currently redeemable series C 
     preferred stock                         --          3,436,900
    Customer deposits                 1,426,466          1,042,085
    Total current liabilities         4,574,908         11,786,411
   
   STOCKHOLDERS' EQUITY:
   Convertible preferred stock, 
   $.01 par value--
    Series B--
     Authorized--no shares and 
     250,000 shares, respectively
     Issued and outstanding--no 
     shares and 250,000 shares, 
     respectively                            --              2,500
    Series D--
     Authorized--no shares and 
     254,585 shares, respectively
     Issued and outstanding--no 
     shares and 254,585 shares, 
     respectively                            --              2,546
    Common stock, $.01 par value-
     Authorized - 30,000,000 shares
     Issued and outstanding - 
     9,369,234 and 1,740,520 
     shares, respectively                93,692             17,405
    Capital in excess of par value   25,527,635            594,279
    Retained earnings (deficit)       3,393,882           (440,149)
    Total stockholders' equity       29,015,209            176,581
                                    $33,590,117        $11,962,992
                               

     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     Nine Months Ended
                                      June 30,               June 30,
                                   1997        1996         1997         1996

 Revenues                    $8,306,256  $3,920,865  $21,929,929  $10,162,868
 Cost of revenues             3,417,378   1,704,304    9,104,635    4,361,717
       Gross margin           4,888,878   2,216,561   12,825,294    5,801,151

 Operating expenses:
 Research and development     1,095,357     924,444    3,249,070    2,511,814
 Selling and marketing        1,029,750     433,777    2,565,097      987,120
 General and administrative     840,706     364,895    2,055,781    1,070,397
 Litigation expenses             77,000      60,805      347,000      182,818

       Total operating 
       expenses               3,042,813   1,783,921    8,216,948    4,752,149



Income from operations        1,846,065     432,640    4,608,346    1,049,002

Interest income (expense), net  255,004     (22,450)     573,298        2,076
Other income,  net               95,590          --       95,590           --

Income before provision for 
income taxes                  2,196,659     410,190    5,277,234    1,051,078
Provision for income taxes      475,000          --    1,443,203           --

       Net income            $1,721,659  $  410,190  $ 3,834,031  $ 1,051,078

NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE      $      .17  $      .05  $       .40  $       .14

WEIGHTED AVERAGE NUMBER
OF COMMON AND COMMON
EQUIVALENT SHARES 
OUTSTANDING                  10,327,483   8,202,284    9,679,708    7,583,654


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

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

                                                 Nine Months Ended
                                                       June 30,
                                                1997            1996
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                             $ 3,834,031     $ 1,051,078
  Adjustments to reconcile net income 
  to net cash used in operating 
  activities-
     Depreciation and amortization           321,818         135,296
     Changes in assets and liabilities-
     Accounts receivable                  (3,921,563)     (2,900,750)
     Inventories                          (1,403,909)     (1,053,400)
     Deferred tax asset                      (80,000)             --
     Other current assets                   (230,987)        (85,841)
     Accounts payable                       (672,005)        626,588
     Accrued expenses                     (1,111,331)       (161,393)
     Customer deposits                       384,381              --
       Net cash used in operating 
       activities                         (2,879,565)     (2,388,422)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and 
  equipment, net                            (357,796)       (342,185)
  Purchases of short-term investments     (6,403,812)             --
  Change in other assets                      66,529         (66,404)
       Net cash used in investing 
       activities                         (6,695,079)       (408,589)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from the sale of common stock  24,887,512              --
  Proceeds from  exercise of stock 
  purchase warrants                           32,960              --
  Proceeds from exercise of stock options     84,125           3,145
  Redemption of series A and series C 
  preferred stock                         (5,780,650)             --
  Borrowings on line of credit                    --       1,000,000
  Payments on capital lease obligations      (31,898)       (124,945)
     Net cash provided by financing 
     activities                           19,192,049         878,200

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                         9,617,405      (1,918,811)
CASH AND CASH EQUIVALENTS, beginning 
of period                                  1,661,724       2,561,912
CASH AND CASH EQUIVALENTS, end 
of period                                $11,279,129     $   643,101

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for -
     Interest                            $     1,942     $    15,418
     Income tax                          $ 1,045,000     $   224,000
Supplemental disclosure on non-cash 
investing and financing activities
     Assets acquired under capital 
     leases                              $        --     $   190,679
     Conversion of Series B and 
     Series D preferred stock            $     5,046     $        --
     Cashless exercise of stock 
     purchase warrants                   $       545     $        --


     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,
1996, included in the Company's Form S-1 Registration Statement
(File No:  333-14311) as filed with the Securities and Exchange
Commission.
     
      The  consolidated balance sheet as of June 30, 1997,  the
consolidated statements of operations for the three months  and
nine  months ended June 30, 1997 and 1996, and the consolidated
statements  of  cash flows for the nine months ended  June  30,
1997 and 1996, 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,  1997 are not necessarily indicative of the results  to  be
expected for the entire fiscal year ending September 30, 1997.
     
(2)  Cash and Cash Equivalents

      The  Company considers all highly liquid securities  with
original  maturities  of  three  months  or  less  to  be  cash
equivalents.

      The  Company accounts for investments in accordance  with
Statement  of  Financial Accounting Standards (SFAS)  No.  115,
Accounting   for  Certain  Investments  in  Debt   and   Equity
Securities.   Under  SFAS No. 115, investments  for  which  the
Company has the positive intent and ability to hold to maturity
are  reported at amortized cost, which approximates fair market
value,  and are classified as held-to-maturity, and accordingly
the  Company  does not record gains or losses based  on  market
fluctuations.  At September 30, 1996 the Company had no held-to-
maturity  investments.   At  June 30,  1997  these  investments
consisted  of a certificate of deposit.  Investments  purchased
to  be held for indefinite periods of time, and not intended to
be  held  until maturity, are classified as available-for-sale.
At  September  30,  1996 and June 30, 1997,  these  investments
consist  of  a  pooled fund, managed by a bank,  which  invests
primarily  in United States Government fixed-income securities.
At  June  30,  1997  these investments  also  included  amounts
invested in United States Government Securities and corporate bonds.  
These investments are included in cash  equivalents and reported 
at cost, which approximates fair market  value.   Short  term 
investments  have  maturities  of greater  than three months and 
less than one year consist of securities issued  by the U.S. 
Government and its agencies and corporate bonds.
                               
                               
(3)  Inventories

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

                                      June 30,          September 30,
                                        1997                 1996

Raw materials                       $3,086,085            $3,336,696
Work-in-process                      1,538,810               858,983
Finished goods                       1,520,672               545,979
                                    $6,145,567            $4,741,658


       Finished   goods   consist  of   material,   labor   and
manufacturing overhead.


(4)  Significant Customer and Concentration of Credit Risk

      In  the  nine  months ended June 30, 1997 and  1996,  the
Company had one customer who comprised 47% and 74% of revenues,
respectively.  This customer had amounts due to the Company  of
approximately  $1,422,000 (subsequent  to  June  30,  1997  the
Company  received payment of $1,350,000 against  this  balance)
and  $3,505,000  at  June  30, 1997  and  September  30,  1996,
respectively.  The Company had one other significant customer for
the nine months ended June 30, 1997 comprising 34% of revenues.
This customer had amounts due to the Company of approximately
$2,400,000 of which $2,200,000 was subsequently received as payment.


(5)  Patent Litigation

      In  October  1994, EG&G Astrophysics Research Corporation
("EG&G") filed a patent infringement claim against the  Company
in  the  United  States  District Court  for  the  District  of
Massachusetts, alleging that certain of the Company's  products
infringed a patent held by EG&G.  In December 1994, the Company
filed  an  answer  denying any infringement  and  counterclaims
seeking  to invalidate the EG&G patent and alleging  that  EG&G
infringed  three patents owned or licensed by the Company.   On
November  6,  1996,  the  Company  and  EG&G  entered  into   a
Settlement Agreement relating to this litigation.

      In  May 1996, in response to allegations made by American
Science  &  Engineering  ("AS&E") to  third  parties  that  the
Company  was  infringing AS&E's patents, the Company  filed  an
action in the United States District Court for the District  of
Massachusetts seeking a declaratory judgment that  the  Company
is  not infringing AS&E's patents.  In August 1996, AS&E  filed
an  answer  and  counterclaim  alleging  that  the  Company  is
infringing one or more of eight AS&E patents.  In October 1996,
the  court  dismissed  AS&E's  infringement  counterclaim,  but
allowed  AS&E to raise more specific infringement counterclaims
upon  asserting factual support for such claims.   In  December
1996,  AS&E  filed  a  motion for  leave  to  file  an  amended
counterclaim asserting that the Company was violating one  AS&E
patent.   In February 1997, the court dismissed AS&E's  motion,
but  again  allowed  AS&E to raise more  specific  infringement
counterclaims  upon AS&E's asserting factual support  for  such
claims.   In February 1997, AS&E filed a further memorandum  in
support   of   its  motion  for  leave  to  file   an   amended
counterclaim.   In April 1997, the Court denied  AS&E's  motion
and  dismissed its counterclaim without granting leave to  file
an amended counterclaim.

(6)  Initial Public Offering

     A registration statement relating to the Company's initial
public  offering  of  common stock was  declared  effective  on
December 10, 1996.  In connection with this offering, 2,300,000
shares  of  common  stock were sold to  the  public  (including
300,000  shares  sold  pursuant  to  an  over-allotment  option
exercised  by  the underwriters in January 1997).   All  shares
were  sold by the Company at a price of $12.00 per share  which
resulted  in  net  proceeds  (after  deducting  issuance  costs
including    underwriters    commission)    of    approximately
$24,900,000.   In December 1996, the Company used $5.8  million
of  the net proceeds to redeem all of its outstanding shares of
non-convertible mandatorily redeemable Series A preferred stock
and Series C preferred stock.  In connection with the Company's
initial  public  offering, all of its Series B preferred  stock
and Series D preferred stock was converted into an aggregate of
5,045,850 shares of common stock.

(7)  Recent Accounting Pronouncements

      In October 1995, the Financial Accounting Standards Board
issued  Statement of Financial Accounting Standards (SFAS)  No.
123  "Accounting for Stock-Based Compensation,"  which  becomes
effective  for fiscal years beginning after December 15,  1995.
SFAS No. 123 establishes new financial accounting and reporting
standards   for   stock-based  compensation  plans.    However,
entities  are  allowed to elect whether to measure compensation
expense  for  stock-based compensation under SFAS  No.  123  or
Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for  Stock  Issued to Employees."  The Company has  elected  to
remain  with the accounting under APB No. 25 and will make  the
required  pro forma disclosures of net income and earnings  per
share as if the provisions of SFAS No. 123 had been applied  in
its  September  30, 1997 financial statements.   The  potential
impact  of  adopting this standard on the Company's  pro  forma
disclosures of net income and earnings per share has  not  been
quantified at this time.

     In February 1997, the Financial Accounting Standards Board
issued SFAS No. 128 "Earnings Per Share" which establishes  new
standards  for calculating and presenting earnings  per  share.
The  standard is effective for financial statements for periods
ending  after  December 15, 1997, with earlier application  not
permitted.   The  Company will adopt this new standard  in  its
1998 financial statements, which will require the reporting  of
diluted earnings per share and basic earnings per share.
     
     Basic  and diluted earnings per share using this  standard
would  have been $0.18 and $0.17, respectively, for  the  three
months  ended June 30, 1997, and $0.24 and $0.05, respectively,
for  the  three months ended June 30, 1996.  Basic and  diluted
earnings  per share using this standard would have  been  $0.45
and  $0.40,  respectively, for the nine months ended  June  30,
1997,  and  $0.63 and $0.14, respectively, for the nine  months
ended June 30, 1996.  For the periods prior to  the  Company's
initial public offering on December 10, 1996, the Series B  and
Series  D  convertible preferred stock are included in  diluted
earnings  per  share.   For  the  periods  subsequent  to   the
Company's  initial public offering the Series B  and  Series  D
convertible  preferred stock are included  in  both  basic  and
diluted earnings per share.


(8)  Stockholders' Equity

     During the first nine months of fiscal 1997, the Company
granted options to purchase 304,050 shares of common stock at
exercise prices ranging from $9.50 to $16.25 per share which
vest over a period of five years.  
     
     The authorized capital stock of the Company consists of 
30,000,000 shares of common stock, $.01 par value, and 1,000,000 
shares of preferred stock, $.01 par value.



          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, 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,  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.

Results of Operations

      Revenues.  Revenues for the third quarter of fiscal  1997
increased  112%  to $8,306,256 from $3,920,865  for  the  third
quarter  of fiscal 1996.   Revenues for the current nine  month
period  increased 116% to $21,929,929 from $10,162,868 for  the
first  nine  months of fiscal 1996.  This increase in  revenues
was  the  result  of  an increase in product  sales  which  was
partially offset by a decrease in FAA development grants.   The
increase  in  product sales was primarily attributable  to  the
total  number  of product shipments to Europe as  well  as  the
commencement of shipments to Chek Lap Kok Airport in Hong  Kong
and   shipments  to  Kuala  Lumpur  International  Airport   in
Malaysia,  partially offset by slightly lower  average  selling
prices of the Company's products.
     
     During  the  third  quarter of fiscal  1997,  the  Company
received  a  $3.5  million  research  grant  from  the  Federal
Aviation Administration (FAA), including $1.6 million contingent on 
final approval of the fiscal 1998 federal budget.  The grant will 
provide  funding for  the development of a cost-effective, high 
speed explosives detection  system, based upon the Company's current 
proprietary technology, that will meet FAA certification requirements.
The grant is subject to termination by the government at any time.

     Subsequent  to June 30, 1997 the FAA placed an  order  for
the  Company's automated dual energy X-ray explosives detection
systems.   The  initial purchase is for eight of the  Company's
systems  representing a total of $4.0 million with an  option  to
acquire  12  additional  systems which would  bring  the  total
maximum  contract  value to approximately $10.7  million.   The
systems are scheduled to be shipped in fiscal 1998 and deployed
at  several of the nation's largest and busiest airports.   The
purchase  of  the  systems  was a result  of  the  White  House
Commission on Aviation Safety and Security's recommendation and
the subsequent congressional directive contained in the Federal
Aviation  Reauthorization Act of 1996 to deploy  a  variety  of
commercially   available  explosives   detection   devices   to
significantly enhance aviation security.

       Also during the third quarter of fiscal 1997, the Company
received its first order for the Model APS-Advanced Passenger       
Screening System.  The APS system was purchased by the Public
Intelligence Department in Riyadh, Saudi Arabia for the protection
of VIP's.  The system can also be used to screen carry-on baggage
at airports as well as protection at government facilities.
     
      In the nine months ended June 30, 1997 and 1996, sales to
one customer accounted for approximately 47% and 74% of revenues,
respectively.   This  customer is  scheduled  to  complete  the
deployment  of checked baggage explosives detection systems  by
the  end  of 1997.  As a result, the Company expects  that  its
revenues  from  this  customer will decrease  and  will  become
increasingly  dependent  upon sales  of  upgrades,  replacement
equipment  and  services.  In the first nine months  of  fiscal
1997,  the  Company  received  major  orders  to  purchase   an
aggregate  of  approximately 65 automated explosives  detection
systems,  including  orders  from  Kuala  Lumpur  International
Airport  and  Chek Lap Kok Airport in Hong Kong, and  a  repeat
order from France (Service Technique des Bases Aeriennes).  The
Company has shipped all 26 of the systems included in the Kuala
Lumpur  order and commenced shipments to Hong Kong  during  the
quarter.  The remainder of the Hong Kong systems  are scheduled 
to be delivered over the next two fiscal quarters.

      In  the first nine months of fiscal 1997, 100% of product
revenues were generated internationally, approximately  60%  in
Europe,  and 40% in Asia.  In the first nine months  of  fiscal
1996, 100% of product revenues were generated in Europe.

     Gross Margin.    Gross margin increased as a percentage of
sales  to  59%  in the current quarter from 57%  in  the  third
quarter  of fiscal 1996.  For the first nine months  of  fiscal
1997,  gross margin increased as a percentage of sales  to  58%
from  57%  for  the  first nine months  of  fiscal  1996.   The
increase   in  gross  margin  in  fiscal  1997  was   primarily
attributable to the decrease, commencing in the second quarter,
in  royalties due to Hologic, Inc. for the exclusive license of
certain  patents  and technology from 5% to 3%,  and  decreased
costs   attributable  to  improved  manufacturing  efficiencies
recognized  in  the  current  quarter.   These  decreases  were
partially offset by lower average selling prices and, for the nine 
month period, a reduction in revenues and related margins associated 
with the Company's FAA grant.

       Research   and  Development  Expenses.    Research   and
development  expenses  increased  19%  to  $1,095,357  (13%  of
revenues)  in  the  current  quarter  from  $924,444  (24%   of
revenues) in the third quarter of fiscal 1996.  For the current
nine  month period, research and development expenses increased
29%  to  $3,249,070 (15% of revenues) from $2,511,814  (25%  of
revenues)  for  the  first nine months  of  fiscal  1996.   The
increase  in  research and development expenses in fiscal  1997
was  primarily due to the addition of engineering personnel and
outside  consultants working on the development of new products
and  enhancements to existing products, including  enhancements
to  the  APS system for carry-on baggage and the VIS-M  (Matrix
configuration).   As  a  percentage of revenues,  research  and
development  expenses declined in the current year,  reflecting
increased revenues in the first nine months of fiscal 1997.

      Selling  and  Marketing Expenses.  Selling and  marketing
expenses increased 137% to $1,029,750 (12% of revenues) in  the
current  quarter from $433,777 (11% of revenues) in  the  third
quarter  of  fiscal  1996. For the current nine  month  period,
selling  and  marketing expenses increased 160%  to  $2,565,097
(12% of revenues) from $987,120 (10% of revenues) for the first
nine  months  of  fiscal  1996.  The increase  in  selling  and
marketing  expenses  in  fiscal  1997  was  primarily  due   to
additional sales and support personnel, including expansion  of
operations  in Europe and establishing operations  and  support
staff  in  the Asia/Pacific region in the current quarter,  the
payment of commissions on sales in the Asia/Pacific region, and
to  a  lesser  extent  an increase in advertising,  consulting,
trade  shows and related travel costs.  The Company anticipates
that  it  will  continue  to expand its selling  and  marketing
efforts for the remainder of fiscal 1997 and into fiscal 1998 to
keep up with anticipated growth.

       General   and  Administrative  Expenses.   General   and
administrative  expenses increased 130%  to  $840,706  (10%  of
revenues)  in  the  current  quarter  from   $364,895  (9%   of
revenues) in the third quarter of fiscal 1996.  For the current
nine   month   period,  general  and  administrative   expenses
increased  92%  to $2,055,781 (9% of revenues) from  $1,070,397
(11%  of  revenues) for the first nine months of  fiscal  1996.
The  increase in general and administrative expenses in  fiscal
1997 was primarily attributable to an increase in personnel and
related  costs  (including one-time charges due  to  relocation
fees)  as  well  as, for the nine month period, additional overhead 
costs  related  to  the Company's move to a new facility in 
March 1996,  to support its increased sales.  The Company anticipates 
that its  general  and administrative  costs  will continue to 
increase for  the remainder of fiscal 1997 and into fiscal 1998 to
keep up with anticipated growth.

      Litigation  Expenses.  The Company incurred  $77,000  and
$60,805  of litigation expenses in the third quarter of  fiscal
1997  and 1996, respectively, primarily in connection with  the
Company's patent litigation.  Litigation expense for the  first
nine  months of fiscal 1997 and 1996 was $347,000 and $182,818,
respectively.  On November 6, 1996, the Company entered into an
agreement with EG&G to settle EG&G's patent infringement  claim
against  the  Company.  The litigation expenses in fiscal  1997
also include expenses incurred in connection with the Company's
litigation  with  AS&E.  In October 1996, the  court  dismissed
AS&E's  infringement counterclaims, but allowed AS&E  to  raise
more specific counterclaims upon AS&E asserting factual support
for  such  claims.  In December 1996, AS&E filed a  motion  for
leave  to  file  an  amended counterclaim  asserting  that  the
Company  is  violating one AS&E patent.  The court subsequently
dismissed  AS&E's motion, but again allowed AS&E to raise  more
specific   infringement  counterclaims  upon  AS&E's  asserting
factual support for such claims.  In February 1997, AS&E  filed
a further memorandum in support of its motion for leave to file
an  amended  counterclaim.  In April  1997,  the  Court  denied
AS&E's  motion and dismissed its counterclaim without  granting
leave to file an amended counterclaim.

     As  a  result  of the Company's settlement  with  EG&G  in
November,  and  the  recent  court rulings  against  AS&E,  the
Company   expects  litigation  expenses  to  decline  for   the
remainder of fiscal 1997.

      Interest  Income.   The Company recognized  net  interest
income  of  $255,004  in the current quarter  compared  to  net
interest  expense  of $22,450 in the third  quarter  of  fiscal
1996.  Net interest income increased to $573,298 in the current
nine  month  period  from $2,076 in the  comparable  period  in
fiscal  1996.   The  increase  in  fiscal  1997  was  primarily
attributable to higher average cash balances resulting from the
receipt  of  net  proceeds  from the Company's  initial  public
offering.

      Provision for Income Taxes.  The Company's effective  tax
rate  for the first nine months of fiscal 1997 was 27% compared
to no provision for income taxes in the corresponding period in
fiscal 1996.  The provision for income taxes in fiscal 1996 was
a  result of the Company's recognition of a deferred tax asset.
This   reduction   reflects  management's   determination,   in
accordance  with  the  Financial Accounting  Standards  Board's
Statement of Financial Accounting Standards ("SFAS")  No.  109,
that  it  is more likely than not that this deferred tax  asset
will  be  utilized.   If the Company had  not  recognized  this
deferred  tax asset, the Company's effective tax  rate  in  the
first  nine  months of fiscal 1996 would have  been  17%.   The
Company  expects that its effective tax rate will  be  slightly
lower than the statutory tax rates primarily due to the use  of
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  flow,
proceeds from the sale of securities and the availability of  a
working  capital line of credit.  At June 30, 1997, the Company
had working capital of $27.8 million including $11.3 million in
cash  and  cash  equivalents, and $6.4  million  in  short-term
investments.   The Company also renewed and amended its bank line of  
credit increasing the borrowing limit from $3.0 million  to
$5.0 million.  The revised line of credit expires February 28, 1998.
At  June 30, 1997, the Company had no amounts outstanding under
this line of credit.

     During the first nine months of fiscal 1997, the Company's
net cash used in operating activities was approximately $2.9
million.  During that period, net income adjusted for non-cash
expenses including depreciation and amortization totaling $4.2
million, and increased customer deposits of $384,000 were
offset by a $3.9 million increase in accounts receivable, a $1.4 million 
increase in inventories, and a $1.1 million and $670,000 decrease 
in accrued expenses and accounts payble, respectively.  The increase in 
accounts receivable in the third quarter of fiscal 1997 reflects the 
Company's increased sales activities and slower than anticipated payments.  
Subsequent to June 30, 1997, the Company received payments of 
approximately $3.9 million against the outstanding receivable balance at 
June 30, 1997. The increase in inventories in the third quarter of fiscal 
1997 reflects the Company's increased sales activity including its 
expansion into the Asia/Pacific region.

      During the first nine months of fiscal 1997, the Company's net
cash used in investing activities was approximately $6.7 million, 
primarily reflecting the purchase of approximately $6.4 million of 
short-term investments.  Cash used in investing activities also 
included capital expenditures for the  first  nine months  of  
fiscal 1997 of $360,000.  While the Company  does not have any 
significant commitments for capital expenditures, the  Company  
anticipates  that it will  continue  to  purchase equipment to support 
its anticipated growth.

      During  the  first nine months of fiscal 1997,  net  cash
provided  by financing activities was $19.2 million primarily 
attributable to the receipt  of  net proceeds of approximately 
$24.9 million from the initial public offering  of  the  Company's 
common stock.   The  Company  used approximately $5.8 million of 
the net proceeds of the  offering to redeem all of its outstanding  
shares of mandatorily redeemable non-convertible preferred stock.

      The  Company  does  not currently  have  any  significant
capital  commitments  and  believes that  existing  sources  of
liquidity,  including the net proceeds of  its  initial  public
offering,  funds expected to be generated from  operations  and
its  line  of  credit will provide adequate cash  to  fund  the
Company's  anticipated working capital  and  other  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.


Recent Accounting Pronouncements

      In October 1995, the Financial Accounting Standards Board
issued  SFAS No. 123 "Accounting for Stock-Based Compensation,"
which  becomes  effective  for  fiscal  years  beginning  after
December  15,  1995.   SFAS No. 123 establishes  new  financial
accounting and reporting standards for stock-based compensation
plans.   However,  entities are allowed  to  elect  whether  to
measure compensation expense for stock-based compensation under
SFAS No. 123 or Accounting Principles Board ("APB") Opinion No.
25,  "Accounting for Stock Issued to Employees."   The  Company
has  elected to remain with the accounting under APB No. 25 and
will make the required pro forma disclosures of net income  and
earnings  per share as if the provisions of SFAS  No.  123  had
been  applied  in its September 30, 1997 financial  statements.
The potential impact of adopting this standard on the Company's
pro  forma disclosures of net income and earnings per share has
not been quantified at this time.

     In February 1997, the Financial Accounting Standards Board
issued SFAS No. 128 "Earnings Per Share" which establishes  new
standards  for calculating and presenting earnings  per  share.
The  standard is effective for financial statements for periods
ending  after  December 15, 1997, with earlier application  not
permitted.   The  Company will adopt this new standard  in  its
1998 financial statements, which will require the reporting  of
diluted earnings per share and basic earnings per share.
     
     Basic  and diluted earnings per share using this  standard
would  have been $0.18 and $0.17, respectively, for  the  three
months  ended June 30, 1997, and $0.24 and $0.05, respectively,
for  the  three months ended June 30, 1996.  Basic and  diluted
earnings  per share using this standard would have  been  $0.45
and  $0.40,  respectively, for the nine months ended  June  30,
1997,  and  $0.63 and $0.14, respectively, for the nine  months
ended  June  30, 1996. For the periods prior to  the  Company's
initial public offering on December 10, 1996, the Series B  and
Series  D  convertible preferred stock are included in  diluted
earnings  per  share.   For  the  periods  subsequent  to   the
Company's  initial public offering the Series B  and  Series  D
convertible  preferred stock are included  in  both  basic  and
diluted earnings per share.



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

          No material developments.
          

Item 2.   Changes in Securities.

          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:
          
               (11)  Statement Re:  Computation of Earnings Per Share.
               (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 14, 1997                    /s/    S. David Ellenbogen
Date                               S. David Ellenbogen
                                   Chief Executive Officer





August 14, 1997                    /s/    William J. Frain
Date                               William J. Frain
                                   Chief Financial Officer and Treasurer
                                   (Principal Financial and Chief
                                   Accounting Officer)