36

19




                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB

             ANNUAL REPORT UNDER SECTION 13 or 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

           For the fiscal year ended December 31, 1996

                 Commission file number 0-11057

                     VICON FIBER OPTICS CORP
         (Name of Small Business Issuer in Its Charter)

        Delaware                       13-2615925               _
(State of Incorporation)        (IRS Employer Identification No.)

     90 Secor Lane, Pelham Manor, New York             10803
 (Address of Principal Executive Offices)            (Zip Code)

Issuer's telephone number (914) 738-5006

Securities registered pursuant to Section 12(b) of the Act:None.

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

                  Common Stock, $.01 par value

Check  whether  the Issuer (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
12  months,  and (2) has been subject to such filing requirements
for the past 90 days.         YES   X      NO______

Check  if there is no disclosure of delinquent filers in response
to  Item  405  of Regulation S-B which is not contained  in  this
form,  and  no  disclosure  will be contained,  to  the  best  of
registrant's  knowledge,  in  definitive  proxy  or   information
statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form 10-KSB. ____

Issuer's   revenues  for  the  year  ended  December  31,   1996:
$2,784,423.
Aggregate market value of the voting stock held by non-affiliates
of the Registrant as of December 31, 1996: $7,451,182.

Number  of  common  shares  outstanding  on  December  31,  1996:
8,515,636

                       Page 1 of 36 Pages

                Exhibit Index appears at page 34
                             PART I

Item 1.  Description of Business

General

     Vicon Fiber Optics Corp. (the "Company") was incorporated in
1969  and currently derives the majority of its revenue from  the
manufacture  and  sale  of fiber optic illuminating  systems  and
components  for  use  in conjunction with  dental  equipment  and
instruments utilizing fiber optic elements.

      Fiber  optics  are  glass fibers  through  which  light  is
transmitted.  Each fiber is composed of an inner glass core  with
one  index  of refraction, covered by an outer glass cladding  or
coating with a higher index of refraction.  The difference in the
index  of refraction between the core glass and the outside  coat
ing  glass that forms the optical fiber substantially reduces the
dissipation  of  the  light energy from  the  filament.   Optical
fibers  may  be  bundled or employed singly, depending  on  their
intended use.

     There are two basic types of fiber optic bundles: unoriented
fiber bundles and oriented or coherent fiber bundles.  Unoriented
fiber  bundles  are  used  for  the  transmission  of  light  for
illumination;  oriented bundles are used for the transmission  of
images ("Image Bundles").

      Unoriented fiber optic illuminating systems and  components
have been and currently are the type manufactured and utilized by
the  Company  in  its  dental products.  Unoriented  fiber  optic
components  consist  of  a  bundle  or  cable  of  thousands   of
unoriented  glass  fibers  to conduct, optically,  light  from  a
source  (the "illuminator") to the place where needed, overcoming
obstacles  between the light source and the specific area  to  be
illuminated  regardless of the curvature or other  normal  distor
tion of the fiber cable needed to avoid such obstacles.  The  use
of the fiber optic cable permits the transmission of light to its
illuminating end without any corresponding transmission  of  elec
tricity  and  without any significant transmission of  heat.   Ac
cordingly,  fiber  optic illuminating systems  are  suitable  for
providing  illumination under circumstances where the absence  of
heat and electricity is desirable and where the area to be illumi
nated  is  relatively  inaccessible  to  conventional  means   of
illumination, such as in dentistry.

      An  Image  Bundle  is  a  bundle in which  each  individual
filament in the bundle has the same spatial relationship  to  all
the other fibers in the bundle at one end of the bundle as it has
at  the other end.  This allows the transmission of an image from
one  end  of  the  Image Bundle to the other without  substantial
distortion.   Image  Bundles  are  used  to  transmit  images  in
industrial and medical inspection scopes.

Company's History in the Dental Field

      The  fiber  optics first applied to dental  instrumentation
were  external  attachments  to  standard  instruments  used   by
dentists,  such as the mirror, handpiece (commonly known  to  the
dental  patient  as  the "drill") and evacuator.   This  type  of
system  was  introduced into the dental market simultaneously  by
four  manufacturers,  among them the Company.   All  the  systems
provide much needed light, however, the external attachments  and
the  multiplicity  of cables made them awkward and  difficult  to
use.

      To remedy this problem, the Company developed two products:
(i)  handpiece tubing incorporating a fiber optic bundle, thereby
eliminating  the need for a separate fiber optic  cable  for  the
handpiece,  and  (ii)  coiled fiber optic tubing,  which  reduced
substantially the excess play found in conventional  fiber  optic
tubing  previously  used  with  diagnostic  instruments.   Design
patents have been granted to the Company on both developments.

      After  many  years  of  work with original  equipment  manu
facturers  of  dental instruments, the Company also  developed  a
suitable  design incorporating the Company's fiber optic elements
directly into the handpiece, with an ability to be coupled to the
remaining components of the Company's system.

      Prior to 1981 the Company marketed, under its own name  and
label,  its  illumination system consisting  of  an  illuminator,
fiber optic handpiece tubing and various illuminating instruments
such   as   the  mirror,  cheek  retractor  and  transilluminator
nationally through distributors of dental products.  From 1981 to
the  present,  the Company has marketed its illumination  systems
and  fiber  optic  elements to manufacturers and distributors  of
dental  equipment on a private label, joint venture and  original
equipment (OEM) basis.

Company's Current Fiber Optic Dental Products

     Currently, the Company manufactures two dental illuminators,
one  that  is mounted away from the dental work area. The  second
consists of two modules with a small light module mounted under a
utility  tray in the dental work area and a power module  mounted
away  from the work area.  The light in both illuminators is  air
activated  when the handpiece or instrument is removed  from  its
console hanger.

      Both illuminators are composed of a cooling fan, a rheostat
and  a  high  intensity halogen projection lamp that focuses  the
light  onto  three fiber optic cables.  The light is  transmitted
through  the  fiber  optic cables in the  handpiece  tubing  that
interfaces with the fiber optic element in the handpiece.

      Instruments and attachments are illuminated with one  fiber
optic cable (primary probe) which is interchangeable with a  tran
silluminator  (used for the back illumination of  teeth),  an  il
luminating  mirror, a cheek retractor providing general  illumina
tion, and an evacuator clip for illuminating a suction tip.



Decorative Fiber Optics Products

      The  Company manufactures a line of decorative fiber  optic
lamps  under  the  tradename "Fantasia  Products."   The  Company
commenced production and national sales of the lamps in 1995  and
now  has  expanded  its  capacity  with  the  engagement  of  two
excellent manufacturing facilities in southern China..

Joint Venture Agreement

      In 1992, the Company entered into a Joint Venture Agreement
with  a  Corporation  from  Anshan,  China.   The  Joint  Venture
Company,  Anshan  Vicon  Fiber Optic  Products  Ltd.,  a  Chinese
corporation, will manufacture certain of the Company's  products.
The  manufacturing of these products in China will  significantly
reduce  the cost of these products to Vicon.  During 1993,  Vicon
effected  a  technology transfer to the joint venture company  in
China.   The manufacturing facility in China is presently in  the
development stage.

Raw Materials.

      All  components  of the Company's fiber optic  illuminating
systems  other  than the fiber optic cables,  which  the  Company
manufactures  with  its own equipment, are manufactured  for  the
Company  by  others and assembled by the Company  at  its  plant.
Many  of  these components (such as the light source and  control
module)  are items inventoried by their manufacturers,  and  such
items  or  their  equivalent are available from several  sources.
Other  components,  such  as  the  housing  and  certain  of  the
instrumentation  for  these systems, are made  to  the  Company's
plans  and specifications by their respective manufacturers.   In
most  cases, essential tooling for these components is  owned  by
the  Company.  The Company uses only one source for each of these
components,   but  believes  that  alternative  or  supplementary
sources can readily be obtained.  None of the Company's suppliers
is affiliated with the Company and the Company has no contractual
relationship  with any of them except for purchase orders  issued
from  time  to  time.  The Company believes that an adequate  and
reliable  supply  of  raw materials is and will  continue  to  be
available for the manufacture its products.

Patents.

      The  Company  owns  ten patents in the  United  States  and
corresponding rights abroad related to the dental products aspect
of  its business.  The Company believes that patent protection is
useful,  but  is  not  a  crucial factor in  its  business.   The
Company's  patents  have  not  yet been  tested  judicially  and,
accordingly, there can be no assurance as to either the  validity
or scope of its patent protection. Furthermore, new technological
discoveries  by  others may reduce the utility of  the  Company's
patents.

Distribution and Sales.

      During 1996 one customer purchased approximately 17% of the
Company's  products,  another  customer  purchased  14%  and  two
customers  purchased 12%. The loss of any one or  more  of  these
three  largest  customers by the Company would  have  a  material
adverse effect on the Company's business.  In 1996, less than  5%
of the Company's sales were to foreign customers.

      As of December 31, 1996, the Company had a sales backlog of
approximately  $501,000. The Company believes  that  the  backlog
represents firm orders as of that date.  As of December 31,  1995
the Company had a backlog of approximately $841,000.  The Company
believes  that  the  decreased backlog is due  primarily  to  the
timing of orders from customers.

Competition

      The  Company  believes it is one of  the  leading  domestic
manufacturers of fiber optic components and illuminating  systems
for  use  in  the dental industry and of decorative  fiber  optic
lamps..  While the Company has little direct competition for  its
products,  there  are  a  few other domestic  manufacturers  that
produce  similar  products for the same markets as  the  Company.
The  Company  depends on its propietary manufacturing  techniques
and abilities to design and manufacture products for the specific
needs  of its customers at competitive prices with a high  degree
of  quality and service to enable the Company to maintain  market
share.


Employees

      The  Company  has 25 full-time employees, of whom  two  are
executives, two are engineers, two are administrative,  with  the
balance  consisting of production employees.  A pool  of  workers
adequate  to  accommodate  projected sales  volume  is  available
locally.   The Company considers its relations with its employees
good.

Item 2.  Description of Property

      The  Company's offices and plant are located  at  90  Secor
Lane,   Pelham   Manor,  New  York,  where  the  Company   leases
approximately  10,500 square fee, but has made  modifications  to
the  facility that provide a total of approximately 17,500 square
feet  of working area. The Company has approximately one and one-
half years remaining on a five year renewable lease of the space,
which  it intends to renew.  The building is a two story, modern,
fireproof concrete block structure.  The aggregate annual  rental
paid by the Company in 1996 was approximately $67,000.

      The  Company believes that the facilities currently in  use
are suitable and adequate for its business.


Item 3.  Legal Proceedings

     The Company or its property is not a party or subject to any
pending legal proceeding.

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

  (a)   The Company held its annual meeting on May 30, 1996.
(b)   The board of directors as previously reported was re-
elected in its entirety.
(c)   (1)  A proposal to ratify the selection of Sheft Kahn &
Company LLP as the
            Company's independent accountants for the fiscal year
  ending December 31,
                        1996, was approved.
     (2)   A proposal to adopt the 1996 Incentive Stock Option Plan
       for Key
          Employees was approved.

                             PART II

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

          (a)  Price Range of Common Stock

      Set  forth below in tabular form for the quarterly  periods
indicated  are the high and low bid prices of Vicon Common  Stock
in   the  over-the-counter  market  as  quoted  by  the  National
Quotation Bureau, Inc., or by market makers.

                                      Bid Prices     
                                    Low      High
              1995 First Quarter    1/8      5/16
                  Second Quarter    1/4       1/2
                   Third Quarter   5/16      1 1/2
                  Fourth Quarter    3/8      1 3/8
                                           
              1996 First Quarter   13/16     1 1/4
                  Second Quarter    7/8      2 5/8
                   Third Quarter    7/8     1 3/16
                  Fourth Quarter   11/16    1 1/16
Such  over-the-counter  market  quotations  reflect  inter-dealer
prices  without retail mark up, mark down or commission  and  may
not necessarily represent actual transactions.

          (b)  Approximate Number of Equity Security Holders

                            Approximate Number Of Record
               Title  of  Class                  Holders  as   of
          December 31, 1996

            Common Stock, $.01 par value                     1600


          (c)  Dividend Policy

     Holders of Common Stock of the Company are entitled to a pro
rata share of any dividends when, as and if declared by the Board
of  Directors  and  to share pro rata in any  such  distributions
available  for  holders of Common Stock upon liquidation  of  the
Company.   There  have  been  no cash dividends  paid  since  the
inception  of  the Company and the Company's anticipated  capital
requirements  are  such that it intends to  follow  a  policy  of
retaining earnings in order to finance growth of the business.


Item 6.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

Financial Condition of Vicon

      Vicon  gauges its liquidity and financial stability by  the
measurements as shown in the following table:


,


                          At December 31       
                        1996         1995
Working Capital      $2,055,219  $1,911,935
Current Ratio        5.71 to 1   8.43 to 1
Shareholders'        $2,535,321  $2,155,068
Equity
Net Income           $  343,503  $  564,643

      The increase in working capital during 1996 was due to  net
income  for the year less expenditures for capital equipment  and
long-term debt becoming due within one year..

     The increase in shareholders' equity during 1995 was due to
net income for the year plus the issuance of common stock and
sale of stock options..

Results of Operations

Year ended December 31, 1996 Compared to Year Ended December  31,
1995

      Net  sales for the year ended December 31, 1996 as compared
to  1995 increased  slightly.  Management attributes this to even
demand in the marketplace for the Company's products.

      Cost of sales increased to 57.9% for 1996 compared to  cost
of sales of 57.5% in 1995.  Management attributes this to nominal
increases in the cost of materials and labor.

      Selling,  general and administrative expenses increased  to
$561,156 in 1996 as compared to $484,244 in 1995, an increase  of
$76,912.   Management  attributes  this  to  increased  marketing
expenses and increased  general and administrative payroll  costs
and consulting fees.




Item 7.  Financial Statements
















                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                    VICON FIBER OPTICS CORP.


                      FINANCIAL STATEMENTS
                        FORM 10-KSB ITEM 7


                  YEAR ENDED DECEMBER 31, 1996









                    VICON FIBER OPTICS CORP.

                  INDEX TO FINANCIAL STATEMENTS










                                                  PAGE

Independent Auditors' Report                           F-3

Financial Statements:
     Balance Sheet - December 31, 1996                 F-4 - F-5

Financial Statements for each of the two years in the
     period ended December 31, 1996:
          Statements of Operations                     F-6
          Statements of Shareholders' Equity           F-7
          Statements of Cash Flows                          F-8

Notes to Financial Statements                          F-9 - F-22















                               F-2
                                

                  INDEPENDENT AUDITORS' REPORT


To the Shareholders and Board of Directors
Vicon Fiber Optics Corp.
Pelham Manor, New York

    We have audited the Balance Sheet of Vicon Fiber Optics Corp.
as of December 31, 1996 and the related Statements of Operations,
Shareholders' Equity and Cash Flows for each of the two years in
the period ended December 31, 1996.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

    In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Vicon Fiber Optics Corp. as of December 31, 1996 and the
results of its operations and its cash flows for each of the two
years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.




                          Sheft Kahn & Company LLP
                          CERTIFIED PUBLIC ACCOUNTANTS


February 18, 1997
Jericho, New York
                                      F-3
                    VICON FIBER OPTICS CORP.

                          BALANCE SHEET
                                
                        DECEMBER 31, 1996
                                
                             ASSETS




CURRENT ASSETS:
 Cash and cash equivalents (Note 1)               $1,049,186
 Accounts receivable - Net of allowance for
    uncollectible accounts of $1,549                 411,627
 Inventories (Note 3)                                983,094
 Prepaid expenses and other current assets            14,459
 Deferred income taxes (Note 6)                       33,040

       Total Current Assets                        2,491,406

PROPERTY, PLANT AND EQUIPMENT - Net of
 accumulated depreciation and
 amortization (Note 4)                               399,001

OTHER ASSETS:
 Excess of cost over net assets of
    businesses acquired                              296,847
                                                         Deposits
4,487
 Investment in joint venture (Note 9)                 26,515
    Cash    surrender   value   of   life   insurance    contract
46,286

       Total Other Assets                            374,135

       TOTAL ASSETS                               $3,264,542





See accompanying Notes to Financial Statements.

                               F-4
                    VICON FIBER OPTICS CORP.

                          BALANCE SHEET

                        DECEMBER 31, 1996



              LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts  payable  and accrued  expenses            $   118,852
Income taxes payable (Note 6)                       151,133
     Current    portion    of    long-term    debt    (Note    5)
166,202

       Total Current Liabilities                    436,187

LONG-TERM DEBT (Note 5)                             258,023

Deferred income tax payable (Note 6)                 35,011

       Total Liabilities                            729,221

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS' EQUITY:
 Common stock - authorized 20,000,000 shares,
    $.01 par value, issued and outstanding
    8,515,636 shares                                 85,156
 Additional paid-in capital                       5,960,921
                                                          Deficit
(  3,510,756)

       Total Shareholders' Equity                 2,535,321

         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$3,264,542



See accompanying Notes to Financial Statements.

                               F-5
                      VICON FIBER OPTICS CORP.

                    STATEMENTS OF OPERATIONS

                FOR THE YEARS ENDED DECEMBER 31,





1996               1995

SALES                                               $2,784,423
         $2,776,022

COST OF GOODS SOLD                       1,612,425    1,597,536

    GROSS MARGIN                          1,171,998   1,178,486

OTHER COSTS (INCOME) AND EXPENSES:
 Selling, general and administrative expenses           561,156
484,244
 Research and development                   52,702       24,998
 Interest expense                           59,180       44,358
 Interest income                                   (       49,21
0)  (      49,908)

    TOTAL OTHER COSTS (INCOME) AND
      EXPENSES                                 623,828      503,
692

    INCOME BEFORE PROVISION FOR INCOME
       TAXES AND EXTRAORDINARY ITEM        548,170      674,794

PROVISION FOR INCOME TAXES (Note 6)         208,750      236,857

    INCOME BEFORE EXTRAORDINARY ITEM       339,420      437,937

    EXTRAORDINARY ITEM (NET OF INCOME
       TAXES OF $3,417 AND $72,841,
       RESPECTIVELY) (NOTE 11)                  4,083       126,
706
    NET INCOME                          $  343,503  $   564,643

INCOME PER COMMON SHARE:

    INCOME BEFORE EXTRAORDINARY ITEM    $          .04 $
 .05

    EXTRAORDINARY ITEM
-      $          .01

    NET INCOME                          $           .04$
 .06

AVERAGE NUMBER OF SHARES USED
 IN COMPUTATION                           8,632,194
8,340,636

See accompanying Notes to Financial Statements.

                               F-6
                    VICON FIBER OPTICS CORP.

               STATEMENTS OF SHAREHOLDERS' EQUITY

            FOR THE TWO YEARS ENDED DECEMBER 31, 1996




                                                           TOTAL
                                 ADDITIONAL                          SHARE-
                                      COMMON              PAID-IN
HOLDERS'
                                  STOCK       CAPITAL    DEFICIT     EQUITY



Balance  - January 1, 1995        83,406$5,925,921($4,418,902)$1,
590,425

Net Income                                -                     -
          564,643                 564,643

Balance  - December 31, 1995   83,4065,925,921(  3,854,259)2,155,
068

          Net Income-            -          343,503      343,503

Issuance of Common Stock        1,750       35,000           -      36,750

Balance  - December 31, 1996 $85,156$5,960,921($3,510,756)$2,535,
321






















See accompanying Notes to Financial Statements.

                               F-7
                    VICON FIBER OPTICS CORP.

                    STATEMENTS OF CASH FLOWS

                FOR THE YEARS ENDED DECEMBER 31,
                                
                                             1996       1995
CASH FLOWS FROM OPERATING ACTIVITIES:         
  Net income                           $ 343,503      $  564,643
       Adjustments to reconcile net                             
       income to net cash provided by
       operating activities
       Depreciation and amortization          47,318      37,959
       Gain on extinguishment of debt              -    (148,006)

       Decrease (increase) in accounts       209,872 (  298,449)
       receivable                                       
       (Increase) in inventory            (  313,264)    208,844)
       Decrease (increase) in prepaid                           
       expenses and other current assets       4,837    ( 5,153)
       Decrease in security deposits         105,072           -
       Decrease in deferred income taxes      94,619     309,698
       (Decrease) increase in accounts                          
       payable and accrued expenses        ( 75,720)     34,602             
       Increase (decrease) in income                    
       taxes payable                         117,547    (  12,312)
                                                                
         Total Adjustments                   190,281  (   290,505)
                                                                
         Net Cash Provided by Operating                         
         Activities                          533,784     274,138
                                                                
CASH FLOWS FROM INVESTING ACTIVITIES:         
  Purchase of property, plant and                  (           (
  equipment                                 338,358)    123,577)
  (Increase) in cash surrender value of                         
  life insurance contract                          (           (
                                             12,459)     11,386)
                                                                
         Net Cash (Used in) Investing                         
         Activities                       ( 350,817)  ( 134,963)
                                                                
CASH FLOWS FROM FINANCING ACTIVITIES:                           
  Repayment of long-term debt             (  29,212) (  301,404)
  Investment in common stock                         
                                              36,750          -
        Net Cash Provided by (Used in)                         
         Financing Activities                         
                                               7,538 (  301,404)
                                                     
NET INCREASE (DECREASE) IN CASHAND CASH                         
EQUIVALENTS                                  190,505 (  162,229)
                                                                
CASH AND CASH EQUIVALENTS - Beginning                  1,020,910
                                             858,681
                                                                
CASH AND CASH EQUIVALENTS - End           $1,049,186  $  858,681
                                                                
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                            
INFORMATION:
  Cash paid during the years for:                               
       Interest                                    $           $
                                              59,448      44,358
       Income taxes                                $           $
                                                   -       9,584

See accompanying Notes to Financial Statements.
                               F-8
                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

         A   summary  of  the  significant  accounting   policies
         followed  by  the  Company in  the  preparation  of  the
         accompanying financial statements is set forth below:

         a) Cash and Cash Equivalents:

            For  the purpose of the statement of cash flows,  the
            Company  considers  cash  and  cash  equivalents   to
            include  cash  on hand, amounts due from  banks,  and
            any  other  highly liquid debt instruments  purchased
            with a maturity of three months or less.

                                                               b)
            Inventories:

            Inventories  are valued at the lower of  cost  (on  a
            first-in, first-out basis) or market.

         c) Property, Plant and Equipment:

            Property, plant and equipment is stated at cost.

            Depreciation  of  property, plant  and  equipment  is
            computed  on  the straight-line basis  for  financial
            reporting  purposes and on an accelerated  basis  for
            income  tax purposes over the estimated useful  lives
            of   the   related  assets.   Cost  and  the  related
            accumulated  depreciation  are  deducted   from   the
            accounts  on retirement or disposal and any resulting
            gain  or  loss  is reflected in income.   Betterments
            and major renewals or replacements are capitalized.

                                                    d)     Excess
            of Cost Over Net Assets of Businesses Acquired:

            Represents  the  excess of cost over  net  assets  of
            acquired   companies.   These   amounts   are   being
            amortized over forty years.
         
                                     F-9
                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS


NOTE 1 -    SUMMARY OF ACCOUNTING POLICIES (Continued)

                                                   e)     Revenue
            Recognition:

                                                     Revenue   is
            recognized  on  sales of products, generally  at  the
            time of shipment.

         f)  Use of Estimates:

            The   preparation   of   financial   statements    in
            conformity   with   generally   accepted   accounting
            principles requires management to make estimates  and
            assumptions  that  affect  the  reported  amounts  of
            assets  and liabilities and disclosures of contingent
            assets  and liabilities at the date of the  financial
            statements  and the reported amounts of revenues  and
            expenses   during  the  reporting   period.    Actual
            results could differ from those estimates.

         g) Financial Instruments:

            The  carrying  values of all assets  and  liabilities
            deemed  to  be  financial instruments  in  accordance
            with  SFAS No. 107 approximate their respective  fair
            values.   Current  market rates were  used,  together
            with   credit   worthiness  and   collateral,   where
            applicable.

                                                   h)     Primary
            and Fully Diluted Earnings Per Share:

            Net  income per share is computed by dividing the net
            income  for  the year by the weighted average  number
            of  shares  of  common stock outstanding  during  the
            period.   Common stock equivalents for fully  diluted
            earnings  per  share  resulted  in  less  than  a  3%
            dilution and have been excluded.



                              F-10
                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - MATTERS OF ECONOMIC INFLUENCE

         Major   customers  of  the  Company,  expressed   as   a
         percentage of sales, are summarized as follows:

                             Year Ended December 31,
                   Customer     1996         1995
                       A          14.22%       17.80%
                       B           12.42        17.80
                       C           12.07            *
                       D           17.08          28.
                                   55.79       64.57%
* - Less than 10 percent of sales.

         Export  sales, expressed as a percentage  of  sales  are
         summarized as follows:

                                   Year  Ended December
                                   31,
                      Geographic     1996       1995
                         Area
                                              
                        Europe          2.3%      1.20%
                        Japan            0.1          -
                                        2.4%      1.20%
         Suppliers
         
         The  Company  uses  only  one source  for  some  of  its
         components,    but   believes   that   alternative    or
         supplementary sources can readily be obtained.  None  of
         the  Company's suppliers are affiliated with the Company
         and  the  Company  has no contractual relationship  with
         any  of them except for purchase orders issued from time
         to  time.   The  Company believes that an  adequate  and
         reliable  supply of raw materials is and  will  continue
         to be available for the manufacture of its products.



                              F-11
                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS
                                
NOTE 3 - INVENTORIES

         The  composition of inventories at December 31, 1996  is
         as follows:


    
    Raw     materials                                    $649,331
     Work-in-process                                  39,480
         Finished goods                               294,283
                                                     $983,094

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

         Property,  plant and equipment at December 31,  1996  is
         summarized as follows:
                                                 Estimated
                                                    Useful
                                                     Life


Machinery and
                                                 equipment
                                                 $        815,357
                                                 3-10 years
         Furniture, fixtures and

office
                                                 equipment
                                                 181,304     2-10
                                                 years
         Leasehold improvements                  347,674
Useful Life or Lease
1,344,335  term, whichever is
shorter

         Accumulated depreciation
             and amortization          945,334
                                   $  399,001

         Depreciation  and  amortization expense  for  the  years
         ended  December  31, 1996 and 1995 amounted  to  $35,206
         and $25,835, respectively.






                              F-12

                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 5 - LONG-TERM DEBT

                                                  Long-term  debt
         at December 31, 1996 consists of the following:

         Amounts due to the former Chairman
                                      of  the Board and President
     of Saxton (a)                  $283,225

             10%     convertible    subordinated    notes     (b)
141,000
                                                 424,225
         Less:  Current portion                  166,202
                                                $258,023

                                                         (a)
             In December 1989, pursuant to a stipulation of
             compromise and settlement, Vicon agreed to pay a
             total of $950,000 as follows:

                i)$100,000 to the former President of Saxton on
January 1,
1990

                                                            ii)
                Commencing January 1, 1990 and monthly
                thereafter until December 1, 1997, $5,500 per
                month to the former Chairman of the Board of
                Saxton


iii)Commencing January 1, 1998 and monthly
                thereafter until December 1, 2000, $8,944 per
                month to the former Chairman of the Board of
                Saxton

             In December 1989, the Company recorded a liability
             of $489,590 representing the present value of such
             payments discounted for interest imputed at 15
             percent per annum.
    
         (b) In 1992, the Company issued $91,000 of convertible
             notes which are due in 1997 and issued $50,000
             during 1993 which are due in 1998.  The notes bear
             interest at 10% per annum and are convertible into
             shares of the Company's stock at a purchase price
             of $.75 per share.





                              F-13
                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS
                                
NOTE 5 - LONGTERM DEBT(Continued)

         In December 1994 the Company established a credit
         facility with Marine Midland Bank, whereby the Company
         may borrow up to $500,000 for working capital purposes
         and an additional $250,000 for support of trade service
         products.  The credit facility requires monthly
         payments of interest, computed at the bank's prime
         rate.  The credit lines are secured by an investment
         account maintained with the bank.  As at December 31,
         1996 the Company was not utilizing any of its available
         line.
                                
                                        Aggregate annual
         maturities applicable to long-term debt
         are as follows:
         Year Ending
         December 31,                        Amount
           1997                            $166,202
           1998                              73,551
          1999                                         85,374
           2000                              99,098
                                                         2001
                _-___
                                           $424,225
                                

NOTE 6 - INCOME TAXES

         Under  the provisions of SFAS 109 the Company recognizes
         deferred  tax  assets  and liabilities  for  future  tax
         consequences   of  events  that  have  been   previously
         recognized  in the financial statements  or  income  tax
         returns.   The  measurement of deferred tax  assets  and
         liabilities  is based on provisions of the  enacted  tax
         laws,  and the effects of future changes in tax laws  or
         rates  are not anticipated.  The net difference  between
         the   provision  for  income  taxes  and  income   taxes
         currently payable is reflected in the balance  sheet  as
         deferred   income  taxes.   Deferred  tax   assets   and
         liabilities  are  classified as current and  non-current
         based  on  the  classification of the related  asset  or
         liability for financial reporting purposes or  based  on
         the  expected  reversal date for deferred  income  taxes
         not related to an asset or liability.

        Deferred income taxes consist of the following at
         December 31, 1996:
       
       
                               F-14
                      VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES(Continued)

       Temporary differences arising from the following
                                             Classified As
                                               Short  -   Long  -
Deferred      Term          Term
          Type                                             Amount
Tax      Assets (Liability)
         Depreciation     ($94,653)($38,901) $     -   ($38,901)
         Reserve for bad debts1,549     637      637  -
         Reserve for obsolete
           inventory        50,692   20,834   20,834  -
          Section  263A  costs    37,083      15,240       15,240
-
          Valuation allowance            -               219    (
3,671)                                                      3,890
($ 5,329)       ($  1,971)    $33,040   ($35,011)

        The  valuation allowance increased $219 during  the  year
         ended December 31, 1996.

         The  provision  for  income taxes for  the  years  ended
         December 31, 1996 and 1995 consisted of the following:


1996            1995
         Current - Federal            $ 97,671  $      -

Current - State                   19,876         5,186

          Total Current                 117,547       5,186

         Deferred:
              Federal                        78,278       263,020
State        16,342        41,492
             Total Deferred               94,620      304,512

             Total                    $212,167  $309,698




                              F-15
                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENT

NOTE 6 - INCOME TAXES(Continued)

        A  reconciliation  of  income  tax  expense  computed  at
         statutory rates to above amounts at effective  rates  is
         as follows:


1996            1995
          Income tax expense at
              statutory   rates                          $188,927
$223,991
         State and local, net of
           federal benefit             25,896      68,225
         Non-deductible expenses       14,559      17,482
         Realized benefit of deferred tax
           asset  in  excess  of valuation         (      17,215)
    -
         Income tax expense at
           effective rates            $212,167   $309,698

NOTE 7 - COMMITMENTS AND CONTINGENCIES

        Leases

                                                       On  August
         1,  1993, the Company renegotiated its lease and is  now
         obligated  under the terms of a new lease,  expiring  on
         July  31,  1998, which calls for a base annual  rent  of
         $66,780  plus  real  estate tax escalations.  The  total
         rent   expense   under  operating  leases   charged   to
         operations  for the years ended December  31,  1996  and
         1995 was $66,780 in each year.

         The  Company also has three auto leases totaling  $1,246
         per month through February 1998.
         As  at  December 31, 1996, the future lease expenditures
         are as follows:

                          1997     $  73,996
                          1998        39,887
                          1999       -
                          2000       -
                                       2001                     -
$113,883

         As  at  December 31, 1996, the Company had a  letter  of
         credit for $15,518 outstanding.


                                F-16
                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS


NOTE 8 - STOCK OPTION PLAN

         Effective May 11, 1984, the 1984 Stock Option  Plan  for
         Incentive  Stock Options and Non Qualified Options  (the
         "Plan") was adopted.

         The  Plan  provided for granting to key  employees,  and
         others  who  were  not employees but had  made  or  were
         expected  to  make contributions to the success  of  the
         Company,  the  option to purchase Company common  stock.
         Options  for  an  aggregate of up to 400,000  shares  of
         common stock may have been granted under the plan.

         At  a  Special Board of Directors meeting held on  March
         20,  1996,  the  Board  of Directors  adopted  the  1996
         Incentive  Stock  Option  Plan for  Key  Employees  (the
         "1996 Plan"), which was ratified by the stockholders  on
         May  30, 1996.  Subject to adjustment as provided below,
         1,000,000 shares of Common Stock (the "Shares") will  be
         available  for issuance under the 1996 Plan.  No  awards
         under  the  Plan ("Awards") may be granted  after  March
         20,  2006.   Awards may be (1) incentive  stock  options
         ("ISOs")  within  the  meaning of  Section  422  of  the
         Internal  Revenue  Service  of  1986,  as  amended  (the
         "Code"), (2) non-qualified stock options, or (3)  shares
         subject to certain restrictions ("restricted stock").

         The  purchase  price  of  Shares  covered  by  an  Award
         ("Options")  will be 100% of the fair  market  value  of
         the  Common  Stock on the date of the grant.   The  fair
         market  value  of a share of Common Stock  will  be  the
         simple  average of the high and low sales prices on  the
         date  of  grant.   The  term  of  each  Option  will  be
         determined by the Committee, but cannot be more than  10
         years from the date of the grant.  If the original  term
         is  less than ten years from the date of grant, the term
         may  be  extended prior to expiration, with the approval
         of  the employee, but not beyond 10 years from the  date
         of  original  grant.  The vesting period and  all  other
         terms  and  conditions of each Option will be determined
         by  the  Committee; provided that, except  as  described
         below,   no  Option  may  be  exercised  prior  to   the
         completion  of  at  least six (6) months  of  continuous
         employment  from the date of grant.  The  Committee  may
         impose  restrictions,  including a  holding  period,  on
         Shares received upon the exercise of Options.

                              F-17
                                
                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 8 - STOCK OPTION PLAN(Continued)

         Restricted Stock - Awards of restricted stock are subject to
         such  restrictions  as the Committee determines,  including,
         but  not  limited  to  a  vesting schedule  based  upon  the
         recipient's  continuous employment and conditions  based  on
         performance  requirements.  Except as  described  below,  no
         restricted stock Award may vest in whole or in part prior to
         the   completion  of  the  number  of  years  of  continuous
         employment  after  the  date of  grant  established  by  the
         Committee, and restricted stock Awards shall be forfeited to
         the extent any restriction is not met.  Until all conditions
         associated  with restricted stock are met, restricted  stock
         may  not be sold, pledged, or otherwise disposed of.  Except
         for  these  limitations, recipients of restricted stock  are
         entitled to all rights of a Stockholder, including the right
         to vote and receive dividends or other distributions on such
         restricted stock.

         If the employment of a recipient of a restricted stock Award
         terminates   by   reason  of  death,  total  and   permanent
         disability,  retirement, or discharge other than  for  cause
         before  all  applicable  restrictions  have  been  met,  the
         Committee may remove the restrictions.
 
        The  1996  Plan terminates on March 20, 2006.  The  Board  of
        Directors  may  at any time terminate, amend  or  modify  the
        1996  Plan.   However, stockholder approval is  required  for
        amendments  which materially increase the benefits  to  Award
        recipients,  increase the aggregate number  of  Shares  which
        may  be  issued  under  the 1996 Plan, or  materially  modify
        eligibility requirements.
        
        The  Committee may at any time amend the terms of any  Award,
        including  accelerating the date of exercise of  any  Option,
        terminating  stock  restrictions, or  converting  the  Option
        into  a  non-qualified  Option; but  no  such  amendment  may
        materially adversely affect a recipient's rights without  his
        consent.
        
        Awards  may  provide for the adjustment  of  the  number  and
        class  of  Shares covered by the Award, Options  prices,  and
        the  number of Shares as to which Options are exercisable  in
        the    event    of    stock    dividends,    stock    splits,
        recapitalization, reorganizations, or other  changes  in  the
        capitalization of the Corporation. The number  and  class  of
        Shares available under the 1996 Plan may also be adjusted  in
        the event of any such change in capitalization.
        
        
                              F-18
                    VICON FIBER OPTICS CORP.

                              NOTES TO FINANCIAL STATEMENTS
                                
NOTE 8 - STOCK OPTION PLAN(Continued)

       
        Certain Federal Income Tax Consequences
        
        An  employee to whom an ISO is granted will not recognize
        income  at  the  time  of grant or exercise  of  the  ISO
        (except that the alternative minimum tax may apply),  and
        no  federal income tax deduction will be allowable to the
        Corporation upon the grant or exercise of the ISO.   When
        the  employee sells shares received upon the exercise  of
        an  ISO more than one year after the date of exercise and
        more  than two years after the date of grant of the  ISO,
        the  employee will normally recognize a long-term capital
        gain  or  loss  equal to the difference, if any,  between
        the  sale  price  of such Shares and the option  exercise
        price.   If  the employee does not hold such  Shares  for
        these  periods, when the employee sells such  Shares  the
        employee will recognize ordinary compensation income  and
        possibly  capital  gain or loss in such  amounts  as  are
        prescribed  by  the Code and the regulations  thereunder.
        Subject  to  applicable provisions of the  Code  and  the
        regulations  thereunder, in the event  of  a  disposition
        prior  to the end of the statutory holding periods  noted
        above,  the Corporation will generally be entitled  to  a
        federal  income  tax  deduction in  the  amount  of  such
        ordinary compensation income.
        
         An  employee to whom a non-qualified stock option (which
         is   treated  as  an  option  for  federal  income   tax
         purposes)  is granted will not recognize income  at  the
         time  of  grant  of  such  option.   When  the  employee
         exercises  such  option,  the  employee  will  recognize
         ordinary  compensation income equal to  the  difference,
         if  any,  between  the option price  paid  an  the  fair
         market  value, as of the date of exercise, of the Shares
         received by the employee.  The tax basis of such  Shares
         to  such employee will be equal to the fair market value
         on  the  date  of  exercise, and the employee's  holding
         period  for  such Shares will commence on  the  date  on
         which  the employee recognized taxable income in respect
         of  such  shares.  Subject to applicable  provisions  of
         the   Code   and   the   regulations   thereunder,   the
         Corporation  will  generally be entitled  to  a  federal
         income  tax deduction in respect of non-qualified  stock
         options  in an amount equal to the ordinary compensation
         income
                              F-19
                    VICON FIBER OPTICS CORP.

                         NOTES TO FINANCIAL STATEMENTS
                                
NOTE 8 - STOCK OPTION PLAN(Continued)
         recognized    by   the   employee.    Any   compensation
         includable  in  the  gross  income  of  an  employee  in
         respect  of  a non-qualified option will be  subject  to
         appropriate federal income and employment taxes.

         At  the Special Board of Directors meeting held on March
         20,  1996,  the Board granted 50,000 stock options  with
         an  exercise  price $.96 to Leonard Scrivo  and  165,000
         stock  options with an exercise price of $.87 to various
         other  employees.   At the March 20, 1996  meeting,  the
         Board  of  Directors, as part of a consulting agreement,
         also   granted  non-qualified  options  to  Stanley   A.
         Youdelman  to purchase 20,000 Shares at $.87 per  share.
         On   June  28,  1996  the  Company  granted  options  to
         purchase  125,000 shares at $.875 and on  July  5,  1996
         the  Company  sold  options to purchase  175,000  shares
         for $1,750.

Option Price
                                  SharesPer  Share      Aggregate
Outstanding December 31,
            1995                                 55,000  $.875 to
$2.25    $  55,000
         Canceled                             (   55,000)   .875
to $2.25     (   55,000)
         Granted                               535,000        .87
                to .$96         471,450
         Outstanding December 31,

1996                                        535,000             $
                .87 to $.96    $471,450

NOTE 9 - JOINT VENTURE AGREEMENT

         On  March  17,  1992, the Company entered into  a  joint
         venture   agreement   with   China   Anshan   Television
         Broadcasting  Equipment  Group  Company,  in  accordance
         with  the Foreign Joint Venture Enterprise Ordinance  of
         the   People's  Republic  of  China  and  other  related
         statutes.   The Company has a 25% interest in the  joint
         venture.  The joint venture company, Anshan Vicon  Fiber
         Optic  Products, Ltd., a Chinese corporation located  at
         Anshan, Liao Ning Province, People's Republic of  China,
         will  manufacture  certain of  the  Company's  products.
         The  manufacturing  of these products  in  China  should
         significantly  reduce  the cost  of  these  products  to
         Vicon.   During  1993,  Vicon  effected   a   technology
         transfer to the joint venture company in China.
         
         
                              F-20
                    VICON FIBER OPTICS CORP.

                         NOTES TO FINANCIAL STATEMENTS
                                
NOTE 9 - JOINT VENTURE AGREEMENT(Continued)
           The  manufacturing facility in China is  presently  in
         the development stage.
         
         The  Company has accounted for its investment using  the
         equity  method of accounting.  During 1993  the  Company
         sold   certain  manufacturing  equipment  to  the  joint
         venture.   The Company reduced the resultant  gain  from
         such  sale  by  25%, with a corresponding  reduction  in
         their investment, based on their ownership percentage.

NOTE 10 -FAIR VALUES OF FINANCIAL INSTRUMENTS

         Disclosure  of  fair  value  information  about  certain
         financial instruments, whether or not recognized in  the
         balance  sheet for which it is practicable  to  estimate
         that  value,  is  required  by  Statement  of  Financial
         Accounting  Standards (SFAS) 107, Disclosure About  Fair
         Value  of Financial Instruments.  The following  methods
         and assumptions were used in estimating fair values:

         Cash  and cash equivalents: The carrying amount reported
         in the balance sheet approximates fair value.

         Short  and long-term debt:  The carrying amounts of  the
         Company's   borrowings   under  its   revolving   credit
         agreements,   as  well  as  all  short-term  borrowings,
         approximate their fair values.  The fair values  of  the
         Company's   long-term   debt   were   estimated    using
         discounted  cash flow analysis, based on  the  Company's
         current   incremental  borrowing   rates   for   similar
         arrangements.

         The  carrying  amounts and fair values of the  Company's
         financial  instruments  at  December  31,  1996  are  as
         follows:


Carrying

Amounts         Fair Value

                 Cash         and         cash        equivalents
$1,049,186   $1,049,186
                 Short         and         long-term         debt
424,225        424,225
                              F-21
                    VICON FIBER OPTICS CORP.

                  NOTES TO FINANCIAL STATEMENTS
 

NOTE 11 -CONCENTRATION OF CREDIT RISK

         The  Company  invests its excess cash in  deposits  with
         Marine  Midland Bank.  The investment generally  matures
         within  six  months and therefore is subject  to  little
         risk.   The  Company has not incurred losses related  to
         this  investment.  As at December 31, 1996 $909,264  was
         invested  at  an  interest  rate  which  varies   daily.
         Deposits with Marine Midland Bank are insured under  the
         FDIC for up to $500,000.

NOTE 12 -EXTRAORDINARY ITEM

         During  the  year  ended December 31, 1996  the  Company
         voided   a   note   payable  which  was  redeemable   or
         convertible  through  an  expiration  date   which   had
         passed.   The Company has recorded this as a forgiveness
         of debt and reflected a $7,500 gain in income.

                              F-22
                                
Item  8.   Disagreements  with  Accountants  on  Accounting   and
Financial
          Disclosure

     None.

                            PART III

Item 9.  Directors and Executive Officers

                         LEONARD SCRIVO

      Director, President, Chief Executive Officer and  Treasurer
of the Company.  Director and Officer since 1969.  Age 59.

                           LES WASSER

       Director,   Secretary  and  Controller  of  the   Company.
Certified Public Accountant.  Director since June 1990. Age 53.

                      STANLEY A. YOUDELMAN
                                
Age  57: Has been an oral and maxillofacial surgeon for more than
25  years.  He  is  chief of Oral Surgery at St. Johns  Episcopal
Hospital  in  Smithtown, New York.  He is also past President  of
the  Suffolk  Academy of Medicine as well as the  Suffolk  County
Dental Society and is presently on the Board of Directors of  the
Suffolk  County Dental Society.  Dr. Youdelman is not an employee
of the Corporation


Item 10.   Executive Compensation

A.  The  following  table sets forth cash or  other  compensation
received  by  the Chief Executive Officer and other  highly  paid
executive  officers  and directors of the Company  for  the  last
three fiscal years.

                            Annual              Long-Term
                         Compensation         Compensation
                                          Restricted      
                                           Stock         
 Name and Principal    Year  Total $ (1)   Awards   Options (#)
      Position                              ($)
                                                    
Leonard Scrivo          1996     $92,944   $13,000       50,000
President, C. E. O.     1995      84,651         0            0
Chairmen of the Board   1994      80,254         0            0
All Officers and        1996     150,958    21,000      130,000
Directors
as a Group              1995     133,161         0            0
(3 persons)             1994     126,031         0            0

B. Option grants in last fiscal year:
                                
                                         Percent of
                                Total Options
                                    Granted
                                to Employees    Exercise
                                           Options          in
Fiscal         Price
Name                                   Granted  (#)          Year
($/Sh)         Expiration Date
Leonard   Scrivo             50,000           28%            $.96
12/20/01

All Officers and Directors
as   a   Group   (3  persons)           130,000               72%
 .87               12/20/06

C.   Options exercised during the last fiscal year: None.

D.   Fiscal year end option values:

                                                       Value of

Unexercised
                                   Unexercised                 in-
the-money
Name                                        Options           (#)
Options ($)
Leonard           Scrivo                                   50,000
None

All Officers and Directors
as      a      Group     (3     persons)                  130,000
None

Directors' Compensation

          No  director  receives any compensation  for  attending
Board meetings.


Item  11.   Security Ownership and Certain Beneficial Owners  and
Management

      The following table sets forth as of December 31, 1996  the
shares  of Common Stock of the Company owned by each director  of
the Company, the officers and directors of the Company as a group
and  each  person known to the Company to own 5% or more  of  the
outstanding shares of Common Stock of the Company:


                                                Number         of
          Approximate % of
Name                                                 Shares Owned
          Outstanding Shares

Leonard       Scrivo(1)(2)                              1,052,978
12.4%

Les   Wasser(1)(2)                                        165,000
1.9%

Stanley    A.   Youdelman(2)(3)                            61,600
0.7%

All officers and directors
   as a group
   (three  persons)                                     1,279,578
15.0%

Donald   J.  Unger(4)                                     980,000
11.5%

Joseph   Cooper                                           582,478
6.8%


     (1) Officer of the Company.

     (2) Director of the Company.

     (3) Includes 6,750 shares owned by members of his family  in
which Dr. Youdelman disclaims any beneficial interest.

      (4)  Includes 200,000 shares owned by members of his family
in which Mr. Unger disclaims any beneficial interest.

Item 12.  Certain Relationships and Related Transactions

     None.

                            PART IV

Item 13.  Exhibits and Reports on Form 8-K




(a)(1)  Financial Statements

      The  following statements of Vicon Fiber Optics  Corp.  are
included in Part II, Item 7:

Page

             Audit    Report    of   Sheft   Kahn    &    Company
10

          Financial Statements

                  Balance    Sheet    -   December    31,    1995
12-13

               Statements of Operations -
                 Years   ended   December  31,  1995   and   1994
14

               Statements of Shareholders Equity --
                             Years  ended December 31,  1995  and
1994              15

               Statements of Cash Flows --
                             Years  ended December 31,  1995  and
1994              16

                     Notes      to      Financial      Statements
17-30



(b)     No Reports on Form 8-K were filed during 1996.

(c)  Exhibits

                          3.1     Articles  of Incorporation,  as
                    amended
                                (filed as Exhibit 3.1 to Form 10,
                    Registration No. 0-11057, filed on  June  13,
                    1983, and incorporated herein by reference.)

                          3.2    By-laws (filed as Exhibit 3.2 to
                    Form 10,
                                 Registration No. 0-11057,  incor
                    porated herein by reference).

                          4.1     Certificate for  Common  Stock,
                    $.10  par value (filed as Exhibit 4.1 to Form
                    10,  Registration  No. 0-11057,  incorporated
                    herein by reference).

                           4.2      Certificate  for  Convertible
                    Subordinated  Notes, due December  31,  1986,
                    and  Agreement (filed as Exhibit 4.2 to  Form
                    10,  Registration  No. 0-11057,  incorporated
                    herein by reference).

                         4.3    Warrant to Purchase Common Stock,
                    $.10  par value (expiring December 31,  1986)
                    (filed  as  Exhibit 4.3 to Form 10,  Registra
                    tion  No.  0-11057,  incorporated  herein  by
                    reference).

                          4.4     Form  of 12% Convertible  Subor
                    dinated  Note  (filed  as  Exhibit   4.4   to
                    Company's Annual Report on Form 10-K for  the
                    year  ended  December  31,  1986  (the  "1986
                    10-K"), incorporated herein by reference).

               4.6  Certificate of Amendment of Certificate of
                         Incorporation to increase the authorized
capital stock
                         of  the Company to twenty million shares
and to change
                         the  par value to $.01 per share. (filed
as Exhibit 4.6
                        to the 1992 Form 10-KSB).
                           SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act,
the  registrant caused this report to be signed on its behalf  by
the undersigned, thereunto duly authorized.

                                   VICON FIBER OPTICS CORP.




                                           By         _/s/Leonard
Scrivo_____________                               Leonard Scrivo,
President


                                          Date March 31, 1997



     In accordance with Exchange Act, this report has been signed
below by the following persons on behalf of registrant and in the
capacities and on the dates indicated.

                      Signature                             Title
Date




/s/Leonard  Scrivo                  President (Chief        March
31,  1997
LEONARD SCRIVO                        Executive Officer),
                          Treasurer and Director



/s/Les            Wasser                                 Director
March 31,  1997
LES WASSER                        Secretary
                                           Controller


/s/Stanley  A.  Youdelman        Director                   March
31,  1997
STANLEY A. YOUDELMAN