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

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

For the quarterly period ended     March 31, 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  May 1, 1997, 9,299,734 shares of the registrant's Common
Stock, $.01 par value, were issued and outstanding.
                               
           VIVID TECHNOLOGIES, INC. AND SUBSIDIARIES
                               
                             INDEX





                                                        Page
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

          Consolidated Balance Sheets
          March 31, 1997 and September 30, 1996            3

          Consolidated Statements of Operations
          Three and Six Months Ended March 31, 1997
          and 1996                                         4

          Consolidated Statements of Cash Flows
          Six Months Ended March 31, 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
                                        March 31,          September 30,
                                            1997                   1996
   CURRENT ASSETS:
    Cash and cash equivalents        $21,321,866            $ 1,661,724
    Accounts receivable                3,562,338              3,720,478
    Inventories                        6,221,934              4,741,658
    Deferred tax asset                   261,000                181,000
    Other current assets                 783,417                444,902
       Total current assets           32,150,555             10,749,762
   
   PROPERTY AND EQUIPMENT, at cost:
    Machinery and equipment            1,917,308              1,681,659
    Furniture and fixtures                76,065                 58,855
    Leasehold improvements               160,934                143,776
    Equipment under capital leases       198,580                198,580
                                       2,352,887              2,082,870
    Less- Accumulated depreciation 
    and amortization                   1,309,479              1,097,717
                                       1,043,408                985,153
    Other assets, net                    102,403                228,077
                                     $33,296,366            $11,962,992
   
             LIABILITIES AND STOCKHOLDERS' EQUITY
                               
                                        March 31,          September 30,
                                            1997                   1996
   CURRENT LIABILITIES:
    Obligation under capital leases  $     4,916            $    36,888
    Accounts payable                   1,710,885              1,493,874
    Accrued expenses                   2,371,999              3,432,914
    Currently redeemable series A 
    preferred stock                           --              2,343,750
    Currently redeemable series C 
    preferred stock                           --              3,436,900
    Customer deposits                  1,963,716              1,042,085
       Total current liabilities       6,051,516             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 - 
     9,283,334 and 1,740,520 shares, 
     respectively                         92,833                 17,405
    Capital in excess of par value    25,479,794                594,279
    Retained earnings (deficit)        1,672,223               (440,149)
       Total stockholders' equity     27,244,850                176,581
                                     $33,296,366            $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         Six Months Ended
                                      March 31,                 March 31,
                                  1997        1996          1997        1996

 Revenues                   $7,758,137  $3,224,656   $13,623,673  $6,242,003
 Cost of revenues            3,159,728   1,398,264     5,687,257   2,657,413
       Gross margin          4,598,409   1,826,392     7,936,416   3,584,590

 Operating expenses:
 Research and development    1,178,777     798,658     2,153,713   1,587,370
 Selling and marketing         928,842     268,683     1,535,347     553,343
 General and administrative    736,040     363,857     1,215,075     705,502
 Litigation expenses           145,000      61,000       270,000     122,013

       Total operating 
       expenses              2,988,659   1,492,198     5,174,135   2,968,228



Income from operations       1,609,750     334,194     2,762,281     616,362

Interest income, net           250,823       6,330       318,294      24,526

Income before provision 
for income taxes             1,860,573     340,524     3,080,575     640,888
Provision for income taxes     552,401          --       968,203          --

       Net income           $1,308,172  $  340,524   $ 2,112,372  $  640,888

NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE         $  .13      $  .05        $  .23      $  .09

WEIGHTED AVERAGE NUMBER
OF COMMON AND COMMON
EQUIVALENT SHARES 
OUTSTANDING                 10,333,866   7,276,841     9,355,821   7,274,339




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

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

                                                   Six Months Ended
                                                        March 31,
                                                   1997          1996
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                $ 2,112,372    $  640,888
  Adjustments to reconcile net income 
  to net cash used in
  operating activities-
     Depreciation and amortization              215,530       171,959
     Changes in assets and liabilities-
      Accounts receivable                       158,140      (813,258)
      Inventories                            (1,480,276)     (523,625)
      Deferred tax asset                        (80,000)           --
      Other current assets                     (338,515)     (245,011)
      Accounts payable                          217,011        87,960
      Accrued expenses                       (1,060,915)     (135,431)
      Customer deposits                         921,631            --
       Net cash provided by (used in)     
       operating activities                     664,978      (816,518)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment, net     (270,017)     (289,551)
  Decrease (increase) in other assets           121,906       (66,403)
       Net cash used in investing activities   (148,111)     (355,954)

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        35,425         2,194
  Redemption of series A and series C 
   preferred stock                           (5,780,650)           --
  Borrowings on line of credit                       --     1,900,000
  Payments on capital lease obligations         (31,972)      (90,531)
     Net cash provided by financing 
     activities                              19,143,275     1,811,663

NET INCREASE IN CASH AND
  CASH EQUIVALENTS                           19,660,142       639,191
CASH AND CASH EQUIVALENTS, 
beginning of period                           1,661,724     2,561,912
CASH AND CASH EQUIVALENTS, 
end of period                               $21,321,866    $3,201,103

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for -
     Interest                               $     1,765    $    9,219
     Income tax                             $   570,000    $  108,000
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 March 31, 1997,  the
consolidated statements of operations for the three months  and
six  months ended March 31, 1997 and 1996, and the consolidated
statements  of  cash flows for the six months ended  March  31,
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 six months ended March
31,  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 March 31,  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 March 31, 1997, these  investments
consist  of  a  pooled fund, managed by a bank,  which  invests
primarily  in United States Government fixed-income securities.
At  March  31,  1997  these investments also  included  amounts
invested in corporate bonds.  These investments are included in
cash  equivalents and reported at cost, which approximates fair
market value.
                               
                               
(3)  Inventories

      Inventories  are stated at the lower of  cost  (first-in,
first-out) or market and consist of the following:
                                     
                                     March 31,   September 30,
                                         1997            1996

Raw materials                      $3,389,937      $3,336,696
Work-in-process                     1,890,569         858,983
Finished goods                        941,428         545,979
                                   $6,221,934      $4,741,658


       Finished   goods   consist  of   material,   labor   and
manufacturing overhead.


(4)  Significant Customer and Concentration of Credit Risk

      In  the  six  months ended March 31, 1997 and  1996,  the
Company had one customer who comprised 58% and 59% of revenues,
respectively.  This customer had amounts due to the  Company of
approximately $1,918,000 and $3,505,000 at March 31,  1997  and
September 30, 1996, respectively.


(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 $0.14 and $0.13, respectively, for  the  three
months ended March 31, 1997, and $0.19 and $0.05, respectively,
for  the  three months ended March 31, 1996.  Basic and diluted
earnings  per share using this standard would have  been  $0.65
and  $0.23,  respectively, for the six months ended  March  31,
1997,  and  $0.35 and $0.09, respectively, for the  six  months
ended  March  31, 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)  Common Stock

     During the first six months of fiscal 1997, the Company
granted options to purchase 251,500 shares of common stock at
exercise prices ranging from $9.50 to $16.25 per share which
vest over a period of five years.



          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 second quarter of fiscal 1997
increased  141%  to $7,758,137 from $3,224,656 for  the  second
quarter  of fiscal 1996.   Revenues for the current  six  month
period  increased 118% to $13,623,673 from $6,242,003  for  the
first six 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 initial shipments
to  Kuala  Lumpur International Airport in Malaysia,  partially
offset  by  lower  average  selling  prices  of  the  Company's
products.

      In the six months ended March 31, 1997 and 1996, sales to
one  customer accounted approximately 58% and 59% of  revenues,
respectively.   This  customer is  scheduled  to  complete  the
deployment  of checked baggage explosive 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 six  months  of  fiscal
1997,  the  Company  received  major  orders  to  purchase   an
aggregate  of  approximately 60 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 14 of the 26 systems included in the  Kuala
Lumpur order and expects that it will deliver the remainder  of
these orders over the next three fiscal quarters.

      In  the  first six months of fiscal 1997, 100% of product
revenues were generated internationally, approximately  70%  in
Europe,  and  30% in Asia.  In the first six 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  second
quarter  of  fiscal 1996.  For the first six months  of  fiscal
1997,  gross margin increased as a percentage of sales  to  58%
from 57% for the first six 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  a  reduction in revenues associated with the Company's  FAA
grant and lower average selling prices.

       Research   and  Development  Expenses.    Research   and
development  expenses  increased  48%  to  $1,178,777  (15%  of
revenues)  in  the  current  quarter  from  $798,658  (25%   of
revenues)  in  the  second quarter of  fiscal  1996.   For  the
current  six  month  period, research and development  expenses
increased  36% to $2,153,713 (16% of revenues) from  $1,587,370
(25% of revenues) for the first six 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 six months of fiscal 1997.

      Selling  and  Marketing Expenses.  Selling and  marketing
expenses  increased 246% to $928,842 (12% of revenues)  in  the
current  quarter from $268,683 (8% of revenues) in  the  second
quarter  of  fiscal  1996. For the current  six  month  period,
selling  and  marketing expenses increased 177%  to  $1,535,347
(11%  of revenues) from $553,343 (9% of revenues) for the first
six  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 in the remainder of fiscal 1997.

       General   and  Administrative  Expenses.   General   and
administrative  expenses  increased 102%  to  $736,040  (9%  of
revenues)  in  the  current  quarter  from   $363,857  (11%  of
revenues)  in  the  second quarter of  fiscal  1996.   For  the
current  six month period, general and administrative  expenses
increased 72% to $1,215,075 (9% of revenues) from $705,502 (11%
of  revenues)  for  the first six 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 as well as 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  it  will
continue  to increase its general and administrative  costs  in
the remainder of fiscal 1997.

      Litigation  Expenses.  The Company incurred $145,000  and
$61,000 of litigation expenses in the second  quarter of fiscal
1997  and 1996, respectively, primarily in connection with  the
Company's patent litigation.  Litigation expense for the  first
six  months of fiscal 1997 and 1996 was $270,000 and  $122,013,
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 $250,823 in the current quarter compared to $6,330 in
the  second  quarter  of  fiscal  1996.   Net  interest  income
increased  to  $318,294 in the current six  month  period  from
$24,526  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 six months of fiscal 1997 was 31% 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  six  months  of fiscal 1996 would have  been  16%.   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 March 31, 1997, the Company
had working capital of $26.1 million including $21.3 million in
cash and cash equivalents.  The Company also has a $3.0 million
bank line of credit which expires in May 1997.  The Company  is
currently in negotiations with the bank regarding a new  credit
facility  with increased borrowing limits.  At March 31,  1997,
the  Company  had  no amounts outstanding under  this  line  of
credit.

     During the first six months of fiscal 1997, the Company's
net cash provided by operating activities was approximately
$700,000.  During that period, net income adjusted for non-cash
expenses including depreciation and amortization totaling $2.3
million, and increased customer deposits of $900,000 were
partially offset by a $1.1 million decrease of accrued expenses
and $1.5 million increase in inventories.  The increase in
inventories in the second quarter of  fiscal 1997 reflects the
Company's increased sales activity including its expansion into
the Asia/Pacific region.

      The  Company's  capital expenditures for  the  first  six
months  of  fiscal 1997 were $270,000.  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 six months of fiscal  1997,  net  cash
provided  by financing activities was $19.1 million.  Net  cash
provided  by  financing activities in the first six  months  of
fiscal  1997 was 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 $0.14 and $0.13, respectively, for  the  three
months ended March 31, 1997, and $0.19 and $0.05, respectively,
for  the  three months ended March 31, 1996.  Basic and diluted
earnings  per share using this standard would have  been  $0.65
and  $0.23,  respectively, for the six months ended  March  31,
1997,  and  $0.35 and $0.09, respectively, for the  six  months
ended  March  31, 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.

          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.   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.


Item 2.   Changes in Securities.

      From  January 1, 1997 through March 31, 1997, options  to
purchase  a  total  of 25,950 shares of Common  Stock,  granted
under the Registrant's 1989 Combination Stock Option Plan, were
exercised at prices ranging from $0.10 to $1.00 per share at an
aggregate  price  of $8,775.  The issuance of these  securities
was  exempt  from registration pursuant to Rule 701 promulgated
under Section 3(b) of the Securities Act of 1933.


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)



May 13, 1997                       /s/    S. David Ellenbogen
Date                               S. David Ellenbogen
                                   Chief Executive Officer

                                   
May 13, 1997                       /s/    William J. Frain
Date                               William J. Frain
                                   Chief Financial Officer and
                                   Treasurer
                                   (Principal Financial and Chief
                                    Accounting Officer)