30

27




                        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, 1995

                 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,   1995:
$2,776,022.
Aggregate market value of the voting stock held by non-affiliates
of the Registrant as of December 31, 1995: $7,298,057.

Number  of  common  shares  outstanding  on  December  31,  1995:
8,340,636

                       Page 1 of 30 Pages

                Exhibit Index appears at page 29
                             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.

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 1995 one customer purchased approximately 29% of the
Company's  products, another customer purchased 18% and  a  third
customer  purchased 18%. 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 1995, approximately
1% of the Company's sales were to foreign customers.

      As of December 31, 1995, the Company had a sales backlog of
approximately  $841,000. The Company believes  that  the  backlog
represents firm orders as of that date.  As of December 31,  1994
the  Company  had  a  backlog of approximately  $1,243,000.   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 a total of
approximately  10,500 square feet.  The Company has approximately
two  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 1995  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

      There  were  no  matters submitted to a  vote  of  security
holders during 1994.


                            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

             1994   First   Quarter                           1/8
1/4
                     Second   Quarter                         1/8
1/4
                    Third   Quarter                           1/8
1/4
                     Fourth   Quarter                         1/8
1/4

                             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

     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, 1995

            Common Stock, $.01 par value                     1038


          (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,
                                                             1995
1994

Working      Capital                                   $1,911,935
$1,515,510

Current  Ratio                                       8.43  to   1
5.99 to 1

Shareholders'      Equity                              $2,155,068
$1,590,425

Net Income                                      $  564,643      $
247,142

      The increase in working capital during 1995 was due to  net
income for the year and a decrease in the current portion of long-
term debt.

      The increase in shareholders' equity during 1995 was due to
net income for the year.

Results of Operations

Year ended December 31, 1995 Compared to Year Ended December  31,
1994

      Net  sales for the year ended December 31, 1995 as compared
to   1994   increased  by  approximately  $801,000.    Management
attributes  this to increased demand in the marketplace  for  the
Company's products.

      Cost of sales increased to 58.4% for 1995 compared to  cost
of  sales  of 51.4% in 1994.  Management attributes  this  to  an
increase in sales of lower gross profit margin products.

      Selling,  general and administrative expenses increased  to
$484,244 in 1995 as compared to $422,842 in 1994, an increase  of
$61,402.    Management  attributes  this  to  increased  expenses
required  for  the marketing and administration of the  increased
sales.


Item 7.  Financial Statements



















                    VICON FIBER OPTICS CORP.
                                

                      FINANCIAL STATEMENTS
                        FORM 10-KSB ITEM 7


                  YEAR ENDED DECEMBER 31, 1995
























                    VICON FIBER OPTICS CORP.

                 INDEX TO FINANCIAL STATEMENTS









PAGE

Independent Auditors' Report                          F-3

Financial Statements:
 Balance Sheet - December 31, 1995                   F-4 - F-5

 Financial Statements for each of the two years in the
    period ended December 31, 1995:
       Statements of Operations                      F-6
       Statements of Shareholders' Equity            F-7
       Statements of Cash Flows                       F-8

Notes to Financial Statements                         F-9 - F-17
















                              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, 1995 and the related  Statements  of
Operations, Shareholders' Equity and Cash Flows for each  of  the
two years in the period ended December 31, 1995.  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,  1995  and  the
results of its operations and its cash flows for each of the  two
years  in the period ended December 31, 1995, in conformity  with
generally accepted accounting principles.

                          Sheft Kahn & Company LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

March 6, 1996
Jericho, New York

                                     F-3
       
                    VICON FIBER OPTICS CORP.

                          BALANCE SHEET
                                
                        DECEMBER 31, 1995
                                
                             ASSETS




CURRENT ASSETS:
 Cash and cash equivalents (Note 1)            $    858,681
 Accounts receivable - Net of allowance for
    uncollectible accounts of $1,549                621,499
 Inventories (Note 3)                               669,830
 Prepaid expenses and other current assets           19,295

       Total Current Assets                       2,169,305

PROPERTY, PLANT AND EQUIPMENT - Net of
 accumulated depreciation and
 amortization (Note 4)                               95,848

OTHER ASSETS:
 Deferred income taxes (Note 6)                      92,649
 Excess of cost over net assets of
    businesses acquired                             308,960
 Deposits
109,559
 Investment in joint venture (Note 9)                26,515
 Cash    surrender    value    of   life    insurance    contract
33,827

       Total Other Assets                           571,510
       TOTAL ASSETS                               $2,836,663






See accompanying Notes to Financial Statements.

                              F-4

                    VICON FIBER OPTICS CORP.

                         BALANCE SHEET

                       DECEMBER 31, 1995



              LIABILITIES AND SHAREHOLDERS' EQUITY


CURRENT LIABILITIES:
 Accounts payable and accrued expenses         $   194,572
 Income taxes payable (Note 6)                      33,586
 Current     portion    of    long-term     debt     (Note     5)
29,212

       Total Current Liabilities                   257,370

LONG-TERM DEBT (Note 5)                             424,225

       Total Liabilities                           681,595

COMMITMENTS AND CONTINGENCIES (Note 7)

SHAREHOLDERS' EQUITY:
 Common stock - authorized 20,000,000 shares,
    $.01 par value, issued and outstanding
     8,340,636 shares                               83,406
 Additional paid-in capital                      5,925,921
 Deficit
(  3,854,259)

       Total Shareholders' Equity                2,155,068
       
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$2,836,663







See accompanying Notes to Financial Statements.

                              F-5

                    VICON FIBER OPTICS CORP.

                    STATEMENTS OF OPERATIONS

                FOR THE YEARS ENDED DECEMBER 31,
         



                                          1995          1994


SALES                                   $2,776,022   $1,974,683

COST OF GOODS SOLD                       1,622,534    1,014,604

    GROSS MARGIN                        1,153,488      960,079

OTHER COSTS (INCOME) AND EXPENSES:
 Selling,  general  and administrative expenses           484,244
422,842
 Interest expense                          44,358       91,204
 Interest  income                       (       49,908)(       23
,354)

    TOTAL OTHER COSTS (INCOME) AND
      EXPENSES                              478,694     490,692

    INCOME BEFORE PROVISION FOR INCOME
       TAXES AND EXTRAORDINARY ITEM       674,794      469,387

PROVISION FOR INCOME TAXES (Note 6)          236,857          195
,245

    INCOME BEFORE EXTRAORDINARY ITEM      437,937      274,142
 
    EXTRAORDINARY ITEM (NET OF INCOME
       TAXES    OF    $72,841)   (NOTE   11)              126,706
-

    NET INCOME                         $   564,643  $  274,142

INCOME PER COMMON SHARE:

    INCOME   BEFORE  EXTRAORDINARY  ITEM    $            .05    $
 .03
       
    EXTRAORDINARY    ITEM                     $              .01$
-

    NET    INCOME                           $            .06    $
 .03

AVERAGE NUMBER OF SHARES USED
 IN COMPUTATION                         8,340,636    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, 1995



TOTAL

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



Balance - January 1, 1994   $83,406  $5,925,921  ($4,693,044) $1,316,283

NET INCOME                     -           -         274,142     274,142

Balance - December 31, 1994  83,406   5,925,921  ( 4,418,902)  1,590,425

NET INCOME                     -           -         564,643     564,643

Balance-December 31, 1995   $83,406  $5,925,921  ($3,854,259)  2,155,068






























See accompanying Notes to Financial Statements.



                                     F-7
                    VICON FIBER OPTICS CORP.

                    STATEMENTS OF CASH FLOWS

                FOR THE YEARS ENDED DECEMBER 31,
     
                                           1995         1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                               $  564,643  $  274,142
Adjustments to reconcile net income to
 net cash provided by operating activities:
   Depreciation  and amortization             37,959       42,728
Gain on extinguishment of debt          (    148,006)    -
   (Increase)  in accounts receivable   (    298,449)(     164,76
5)
   (Increase)  in inventory             (    208,844)(       41,0
26)
   (Increase) decrease in prepaid expenses
    and other current assets           (        5,153)   3,896
   Decrease in deferred income taxes       309,698     174,651
   Increase in accounts payable and
    accrued expenses                        34,602       3,747
   (Decrease)   in income taxes payable (      12,312)(         3
,341)
   
    Total  Adjustments                  (    290,505)        15,8
90

    Net  Cash  Provided by Operating Activities           274,138
290,032

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment           (    123,577)
(       61,597)
(Increase) in cash surrender value of life insurance
 contract                               (      11,386)(        10
,439)

    Net  Cash (Used in) Investing Activities        (    134,963)
(       72,036)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt             (    301,404)(      123,7
86)

    Net  Cash (Used in) Financing Activities        (    301,404)
(     123,786)

NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS                    (    162,229)    94,210

CASH AND CASH EQUIVALENTS - Beginning       1,020,910      926,700

CASH AND CASH EQUIVALENTS - End            $  858,681  $1,020,910

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the years for:
 Interest                              $    44,358 $    93,320

 Income taxes                          $      9,584 $    23,935

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.

       e) Revenue Recognition:

          Revenue  is recognized on sales of products,  generally
          at the time of shipment.
       
                              F-9

                      VICON FIBER OPTICS CORP.

                   NOTES TO FINANCIAL STATEMENTS

NOTE 1 -    SUMMARY OF ACCOUNTING POLICIES (Continued)

       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) Deferred Income Taxes:

          The  Company  has  recorded a  deferred  tax  asset  of
          $92,649,  reflecting the benefit of loss carryforwards,
          which  expire in varying amounts between 2002 and 2005.
          Realization  is  dependent  on  generating   sufficient
          taxable   income  prior  to  expiration  of  the   loss
          carryforwards.   Although realization is  not  assured,
          management  believes it is more likely  than  not  that
          all  of  the deferred tax asset will be realized.   The
          amount   of   the   deferred   tax   asset   considered
          realizable, however, could be reduced in the near  term
          if  estimates  of  future  taxable  income  during  the
          carryforward period are reduced.

       h) 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.

       i) 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 primary and 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 -   MAJOR CUSTOMERS AND EXPORT SALES

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

                                       Year Ended December 31,
         Customer                          1995      1994
                                                                A
17.80%                                                     17.61%
B
*                                                           12.74
C
17.80                                                           *
D
*                                                           13.58
E
28.97            28.24
       
       64.57%   72.17%
       * - Less than 10 percent of sales.

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

                                       Year Ended December 31,
                              Geographic                     Area
1995            1994
        Europe                                              1.20%
1.19%                                                       South
America                                                      2.94
 .76
        North                                             America
-                         -
        
        4.14%             1.95%
NOTE 3 - INVENTORIES

       The  composition of inventories at December 31,  1995  and
       1994 is as follows:
       
       1995     1994

       Raw materials                     $554,032   $370,071
       Work-in-process                     19,588     64,097
       Finished goods                       96,210    26,818
     
     $669,830$460,986


                                F-11

                      VICON FIBER OPTICS CORP.

                   NOTES TO FINANCIAL STATEMENTS




NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

       Property,  plant  and equipment at December  31,  1995  is
       summarized as follows:
       
       USEFUL
LIFE

       Machinery and equipment    $  491,621 3-10 years
       Furniture, fixtures and
         office equipment               168,228 2-10 years
       Leasehold           improvements                   346,126
Lease term
                                              1,005,975
       Accumulated depreciation
         and amortization                910,127
                                    $    95,848

       Depreciation and amortization expense for the years  ended
       December  31,  1995  and  1994  amounted  to  $25,835  and
       $30,616, respectively.

NOTE 5 - LONG-TERM DEBT

       Long-term  debt  at  December 31,  1995  consists  of  the
       following:

       Amounts due to the former Chairman
            of   the   Board   and  President   of   Saxton   (a)
   $304,937

       10% convertible subordinated notes (b)           141,000

       Notes payable - Other                      7,500
                                                 453,437
       Less:  Current portion                    29,212

       
       $424,225



                                F-12

                      VICON FIBER OPTICS CORP.

                   NOTES TO FINANCIAL STATEMENTS

NOTE 5 -     LONG-TERM DEBT (Continued)

       (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  and $50,000 during 1993, which are due in 1997.
           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.

       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.

       Aggregate annual maturities applicable to long-term debt
       are as follows:

       Year Ending
       December 31,               Amount

         1996                            $  29,212
         1997                              166,202
         1998                               73,551
                                                             1999
       85,374
         2000                               99,098
                                $453,437

                                F-13

                      VICON FIBER OPTICS CORP.

                   NOTES TO FINANCIAL STATEMENTS

       
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, 1995:

       Benefit    of    net    operating    loss    carryforwards
$92,649
Valuation allowance                                       -

           Deferred Income Taxes - Net     $92,649

       The  valuation allowance decreased $44,705 during the year
       ended December 31, 1995.

       The  provision  for  income  taxes  for  the  years  ended
       December 31, 1995 and 1994 consisted of the following:


                                                             1995
1994
       Current - State               $    5,186 $  20,594

       Deferred:
         Federal                      263,020    139,181
         State                           41,492    35,470
           Total Deferred              304,512   174,651

           Total                     $309,698   $195,245

                                F-14

                      VICON FIBER OPTICS CORP.

                   NOTES TO FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES (Continued)

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

       
       1995            1994
                                       Income tax expense at
         statutory rates              $223,991  $159,592
       State and local, net of
         federal benefit                68,225    20,197
       Non-deductible expenses           17,482    15,456
   
       Income tax expense at
         effective rates              $309,698  $195,245

                                                Net operating loss
       carryforwards  are  available  to  the  Company   in   the
       approximate  amount  of $465,000, which  expire  in  years
       through 2005.

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, 1995 and  1994
       was $66,780 in each year.

       The  Company also has a lease on office equipment for $223
       per  month  through  November 1996 and three  auto  leases
       totaling $1,199 per month through February 1998.

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  provides  for granting to  key  employees,  and
       others  who  are  not  employees  but  have  made  or  are
       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 be granted under the plan.


                                                  F-15

                      VICON FIBER OPTICS CORP.

                   NOTES TO FINANCIAL STATEMENTS

NOTE 8 - STOCK OPTION PLAN (Continued)
       The  exercise price of each Incentive Stock Option granted
       under  the  Plan  will be determined by the  Stock  Option
       Committee (Committee) on the date of grant, but  will  not
       be  less than 100 percent of the fair market value of  the
       common  stock  on  the date of grant.  Such  options  will
       expire  on the date established by the Committee,  but  if
       no  such date is established, then expiration will be five
       years after the date of grant.

       Non  Qualified Stock Options may be granted at prices less
       than  the fair market value of the shares on the  date  of
       grant,  as the Committee may determine.  Such options  may
       be granted for periods of up to ten years.
       Information with respect to options under the  above  plan
       follows:


Option Price
                                                           Shares
Per    Share       Aggregate                          Outstanding
December 31,
         1995  and 1994          55,000    $.875 to $2.25   $55,0
00

       At   December  31,  1995  and  1994,  exercisable  options
       totalled  55,000  shares.  At December 31,  1995,  options
       for  the  purchase  of 225,000 shares were  available  for
       future grant.

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.  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.

                                F-16

                      VICON FIBER OPTICS CORP.

                   NOTES TO FINANCIAL STATEMENTS



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   it   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,  1995   are   as
       follows:

                                              Carrying
                                               AmountsFair Value

       Cash and cash equivalents              $858,681 $858,681
       Short and long-term debt                453,437  453,437

NOTE 11 -EXTRAORDINARY ITEM

       During  the  year  ended December  31,  1995  the  Company
       entered  into an agreement with Northern Financial  Equity
       Group,  Ltd.,  as  successor  to  the  Bank  of  Hartford,
       whereby  the Company paid $72,009 as full satisfaction  of
       debt  in  the  amount  of  $120,015.   Also,  the  Company
       retired  $100,000  convertible  subordinated  notes   plus
       accrued   interest,  which  had  not  been  tendered   for
       conversion  or payment for a period 5 years subsequent  to
       the  conversion date.  the Company has accounted for these
       transactions as an extraordinary item, in accordance  with
       SFAS No. 76.

                                F-17






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 58.

                           LES WASSER

       Director,   Secretary  and  Controller  of  the   Company.
Certified Public Accountant.  Director since June 1990. Age 52.

                      STANLEY A. YOUDELMAN

      Director,  oral and maxillofacial surgeon,  chief  of  oral
surgery  at  St.  Johns  Episcopal  Hospital  in  Smithtown,  NY,
Professor of Clinical Dentistry at the Dental School of the Stony
Brook  Division of the State University of New York. Director  of
Selvac Corporation. Director since December 1991.  Age 55.

Item 10.   Executive Compensation

      Leonard  Scrivo, the Company's President,  Chief  Executive
Officer  and Treasurer received cash compensation of  $84,651  in
1995.   This  amount  includes $1,974 in life insurance  premiums
paid  by  the  Company  on  behalf of Mr.  Scrivo.    Total  cash
compensation for all executive officers as a group for  1995  was
$133,161.

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, 1995  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)                                987,978
12.3%

Les   Wasser(1)(2)                                        145,000
1.8%

Stanley    A.   Youdelman(2)(3)                            41,600
0.5%

All officers and directors
   as a group
   (three  persons)                                     1,174,578
14.6%

Donald   J.  Unger(4)                                     980,000
12.2%

Carol   Cooper                                            596,378
7.4%


     (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
11

          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
17-25



(b)     No Reports on Form 8-K were filed during 1994.

(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  28,  1995
_



     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
28,  1995
LEONARD SCRIVO                        Executive Officer),
                          Treasurer and Director



/s/Les            Wasser                                 Director
March 28,  1995
LES WASSER                        Secretary
                                           Controller


/s/Stanley  A.  Youdelman        Director                   March
28,  1995
STANLEY A. YOUDELMAN