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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              ___________________

                               FORM 10-K/A NO. 1

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


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

     For the Fiscal Year Ended                   Commission File Number
        September 30, 1996                               0-24934

                              PRI AUTOMATION, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                               <C>
              Massachusetts                                   04-2495703
(State or other jurisdiction of incorporation)    (I.R.S. Employer Identification No.)
 
          805 Middlesex Turnpike                              01821-3986
              Billerica, MA                                   (Zip Code)
(Address of principal executive offices)
</TABLE>

                 Registrant's telephone number: (508) 670-4270

                              --------------------

          Securities registered pursuant to Section 12(b) of the Act:
                          COMMON STOCK, PAR VALUE $.01
          Securities registered pursuant to Section 12(g) of the Act:
                                      NONE

                              --------------------

     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 
                                               -----     -----     

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]

     The aggregate market value of voting stock held by non-affiliates of the
Registrant, based on the closing price of the Common Stock on December 13, 1996,
as reported by the Nasdaq National Market, was approximately $277,085,416.
Shares of Common Stock held by officers and directors and by persons who own of
record 5% or more of the outstanding Common Stock have been excluded from this
computation in that such persons may be deemed to be affiliates.  This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

     As of December 13, 1996 the Registrant had outstanding 7,345,853 shares of
Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Definitive Proxy Statement for its Annual Meeting
of Stockholders to be held on February 7, 1997 are incorporated by reference
into Items 10, 11 and 12 of this Annual Report on Form 10-K.

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Explanation:
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Item 1, "Business," is being amended to correct the number of employees of the
Registrant at September 30, 1996.  In addition, the aggregate market value of
the voting stock held by non-affiliates of the Registrant, based on the closing
price of the Common Stock on December 13, 1996, as reported by the Nasdaq
National Market, which is disclosed on the facing page, is being corrected.
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ITEM 1. BUSINESS

EMPLOYEES

     At September 30, 1996, the Company had 701 full-time employees. In
addition, the Company utilizes the services of temporary or contract personnel
within all functional areas to assist on project related activities. The number
of such personnel will vary depending on specific project activity. At September
30, 1996, the Company employed the services of 140 persons employed by an
outside temporary personnel agency. In addition to confidentiality agreements,
most key employees have stock or stock option arrangements with the Company that
provide for vesting over several years. The Company believes its future success
will depend in large part on its ability to attract and retain highly skilled
employees. None of the employees of the Company is covered by a collective
bargaining agreement. The Company considers its relationship with its employees
to be good.
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                                   SIGNATURE

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                    PRI AUTOMATION, INC.



Date:  January 31, 1997             /s/John J. Schickling             
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                                    John J. Schickling
                                    Principal Financial Officer and
                                    Principal Accounting Officer