<PAGE>


                       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, 2000                       0-24934

                              PRI AUTOMATION, INC.
             (Exact name of registrant as specified in its charter)

           Massachusetts                             04-2495703
   (State or other jurisdiction          (I.R.S. Employer Identification No.)
         of incorporation)

        805 Middlesex Turnpike                         01821
             Billerica, MA                           (Zip Code)
(Address of principal executive offices)

                  Registrant's telephone number: (978) 670-4270
                               -------------------

          Securities registered pursuant to Section 12(b) of the Act:
                                      NONE
           Securities registered pursuant to Section 12(g) of the Act:

                          COMMON STOCK, PAR VALUE $.01
      RIGHTS TO PURCHASE SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
                               -------------------

     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.

     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 6,
2000 as reported by the Nasdaq National Market, was approximately $536,025,000.
Shares of Common Stock held by each executive officer and director of the
Registrant and by each person known by the Registrant to own beneficially 5% or
more of the outstanding Common Stock have been excluded from this computation in
that such persons may be


<PAGE>


deemed to be affiliates. That such persons have been deemed affiliates for
purposes of this computation should not be considered a conclusive determination
for any other purpose.

     As of December 6, 2000, the Registrant had outstanding 25,142,525 shares of
Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

THE FOLLOWING ITEMS ARE INCLUDED HEREIN: ITEMS 10, 11, 12 AND 13.


                                      -2-
<PAGE>


EXPLANATION FOR THIS AMENDMENT:

     The Annual Report on Form 10-K of PRI Automation, Inc. (the "Company") for
the Company's fiscal year ended September 30, 2000 (the "2000 Form 10-K") is
being amended hereby to include the items and exhibits listed below:

ITEM          DESCRIPTION

Item 10.      Directors and Executive Officers of the Registrant

Item 11.      Executive Compensation

Item 12.      Security Ownership of Certain Beneficial Owners and Management

Item 13.      Certain Relationships and Related Transactions

     The Company's 2000 Form 10-K, as originally filed with the Securities and
Exchange Commission (the "Commission") on December 21, 2000, incorporated into
such form the information required by Items 10, 11, 12 and 13 of Form 10-K by
reference to the Company's Definitive Proxy Statement for its 2001 Annual
Meeting of Stockholders (the "Proxy Statement"). The Proxy Statement was not,
however, filed with the Commission within 120 days of the close of the Company's
fiscal year ended September 30, 2000. Accordingly, the 2000 Form 10-K is being
amended hereby to include the information that was originally expected to be
incorporated by reference.

THE AMENDMENT

     Items 10, 11, 12 and 13 in Part III of the 2000 Form 10-K are hereby
amended by deleting the texts thereof in their entirety and substituting
therefor the following:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                        DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth certain information concerning each director
(each of whom has been nominated for re-election) and each executive officer of
PRI:

     NAME                   AGE                 POSITION

Mordechai Wiesler            70  Chairman of the Board of Directors
Mitchell G. Tyson            46  President, Chief Executive Officer and Director
Cosmo S. Trapani             62  Vice President and Chief Financial Officer
Edward A. Wagner             52  Vice President, General Manager, Factory
                                   Systems Division
Robert G. Postle             46  Vice President, Sales and
                                   International Operations
Amram Rasiel (1)             70  Director
Boruch B. Frusztajer (1)(2)  70  Director
Alexander V. d'Arbeloff (2)  73  Director
Kenneth M. Thompson          62  Director
-----------
(1)  Member of the Audit Committee
(2)  Member of the Compensation Committee


                                      -3-


<PAGE>

     MORDECHAI WIESLER, a founder of PRI, has been a director of PRI since
     our inception in 1982. Mr. Wiesler served as PRI's President from our
     inception until February 1995, as Chief Executive Officer from our
     inception until August 1998 and as Treasurer from our inception until
     September 1999. Mr. Wiesler was also the founder, president and chairman
     of Transistor Automation Corporation until its sale to Teledyne, Inc. in
     1966. Mr. Wiesler received a B.S. in mechanical engineering from the
     Technion in Israel.

     MITCHELL G. TYSON was named Chief Executive Officer of PRI in August
     1998. He was elected to the office of President and named a director of
     PRI in 1995. Mr. Tyson served as our Chief Operating Officer from 1990
     to 1998. From 1987 to 1990, he served as our Vice President, Operations.
     From 1984 to 1987, Mr. Tyson was the director of product management of
     GCA Corporation, a manufacturer of semiconductor capital equipment. From
     1979 to 1984, he was a senior legislative assistant and science advisor
     to U.S. Senator Paul Tsongas in Washington, D.C. Mr. Tyson holds a B.S.
     in physics, an M.S. in political science and an M.S. in nuclear
     engineering, all from the Massachusetts Institute of Technology. Mr.
     Tyson is a member of the board of directors of the Semiconductor
     Industry Suppliers Association of North America (formerly SEMI-SEMATECH,
     Inc.) and a member of the board of directors of Structural Dynamics
     Research Corporation, a global supplier of e-business solutions for the
     product lifecycle. In addition, Mr. Tyson is a member of the North
     American Advisory Board of SEMI, a trade association that represents the
     worldwide semiconductor equipment industry and a member of the board of
     directors of the Massachusetts High Technology Council.

     COSMO S. TRAPANI was named our Vice President and Chief Financial
     Officer in March 2000. From October 1999 to February 2000, Mr. Trapani
     was Senior Vice President and Chief Financial Officer at Circor
     International, Inc., a manufacturer of fluid control systems. From 1990
     to 1999, he served as Executive Vice President and Chief Financial
     Officer of Unitrode Corporation, a manufacturer of analog and mixed
     signal integrated circuits. Mr. Trapani holds a B.S. in accounting from
     Boston College and is a certified public accountant. Mr. Trapani is a
     member of the board of directors of a privately held company.

     EDWARD A. WAGNER was appointed our Vice President, General Manager,
     Factory Systems Division in August 2000. Mr. Wagner joined PRI as Vice
     President, Sales in 1997 and was named Vice President, General Manager,
     OEM Systems in January 1999. From 1989 to 1997, Mr. Wagner was Vice
     President of US operations for Metron Technology, a worldwide sales and
     distribution company supporting many of the major semiconductor
     equipment manufacturers in both the US and Japan. From 1979 to 1989, he
     served as President and General Manager of BGL Corp., a manufacturer of
     OEM automation products and quartz glass products. Mr. Wagner holds a
     B.S. from the University of California at Berkeley and an M.B.A. from
     Golden Gate University, San Francisco.

     ROBERT G. POSTLE was named our Vice President, Sales and International
     Operations in August 2000. Mr. Postle joined PRI in 1994 as Vice
     President, Marketing and Sales, became Vice President, Marketing, Sales
     and Service in 1997, named Vice President, Sales, Service and Field
     Operations in 1998 and appointed Vice President, General Manager,
     Factory Systems Division in September 1999. From 1989 to 1994, Mr.
     Postle was Vice President of Marketing and Sales at ULVAC Technologies,
     Inc., a manufacturer of vacuum technology products. From 1987 to 1989,
     Mr. Postle was Vice President of Marketing and Sales at ASM Ion Implant,
     Inc., a manufacturer of ion implantation equipment. Mr. Postle holds a
     B.S. in business administration from the State University of New York,
     Brockport.


                                     -4-
<PAGE>


     AMRAM RASIEL has been a director of PRI since 1982. Dr. Rasiel is a
     private investor. He is a director of Progress Software Corporation, a
     provider of application development software, and of a number of
     privately held companies.

     BORUCH B. FRUSZTAJER became a director of PRI in 1982. Mr. Frusztajer
     has been the President of BBF Corporation, an industrial management
     company, since 1984.

     ALEXANDER V. D'ARBELOFF became a director of PRI in 1982. Mr.
     d'Arbeloff, a member of the MIT Corporation since 1989, was named
     Chairman of the MIT Corporation on July 1, 1997. In 1960, Mr. d'Arbeloff
     founded Teradyne and served as president and chief executive officer
     until May 1997, and as chairman of the board from June 1997 until June
     2000. He is also chairman of the board of Empirix which offers testing
     solutions for communications equipment manufacturers, e-business and
     enterprise call centers. He also serves on the boards of several private
     and non-profit institutions.

     KENNETH M. THOMPSON became a director of PRI in July 1998. Mr. Thompson
     is President, Chief Executive Officer and a director of AvantCom
     Network, Inc. He was employed by Intel Corporation for twenty-five
     years, most recently as Vice President, Technology Manufacturing
     Engineering. He retired from Intel in 1998. Mr. Thompson is a director
     of LAM Research Corp.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires our officers
     and directors, and persons who own more than 10% of our common stock, to
     file reports of ownership and changes in ownership with the Securities and
     Exchange Commission. Officers, directors and greater-than-10% stockholders
     are required by SEC regulations to furnish us with copies of all Section
     16(a) forms they file.

     Based solely upon review of Forms 3 and 4 and amendments thereto furnished
     to us during fiscal 2000 and Forms 5 and amendments thereto furnished with
     respect to fiscal 2000, we believe that all of its officers, directors and
     greater-than-10% stockholders fulfilled their Section 16(a) filing
     requirements in a timely manner, except that each of Mr. Wiesler and Mr.
     Tyson reported sales late on amended Form 4 reports, one in the case of Mr.
     Tyson and two in the case of Mr. Wiesler.

     DIRECTORS' COMPENSATION

     Each non-employee director of PRI has served without cash compensation but
     has been reimbursed, upon request, for expenses incurred in attending
     meetings of the Board of Directors. Directors who are PRI employees are not
     paid any separate fees for serving as directors. On November 30 of each
     year, each non-employee director then in office is automatically granted a
     non-qualified option under the 1997 Stock Option Plan to purchase 5,000
     shares of common stock at an exercise price equal to its fair market value
     on that date. Pursuant to this provision of the 1997 Stock Option Plan, on
     November 30, 2000, each of Messrs. Rasiel, Frusztajer, d'Arbeloff and
     Thompson was automatically granted a nonstatutory option to purchase 5,000
     shares of common stock at an exercise price of $17.81 per share.

ITEM 11.  EXECUTIVE COMPENSATION

     The following table provides certain summary information concerning the
     compensation earned by PRI's Chief Executive Officer and each of the four
     other most highly compensated executive officers (collectively, the "Named
     Executive Officers"), for services rendered in all capacities to PRI during
     fiscal 2000 and during the fiscal years ended September 30, 1998 and 1999
     ("fiscal 1998" and "fiscal 1999," respectively).



                                      -5-
<PAGE>


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                      LONG-TERM
                                         ANNUAL COMPENSATION(1)       COMPENSATION

     NAME AND                          FISCAL SALARY($)   BONUS($)    SECURITIES    ALL OTHER
PRINCIPAL POSITION                      YEAR                          UNDERLYING   COMPENSATION
                                                                      OPTIONS(#)      ($)(2)
                                                                        AWARDS
<S>                                     <C>   <C>        <C>            <C>          <C>

Mordechai Wiesler                       2000  $188,100         -         40,000       $12,734
 Chairman of the Board                  1999  $201,539         -         40,000       $12,360
                                        1998  $257,212         -         30,000       $10,485

Mitchell G. Tyson                       2000  $358,624         -         78,000        $8,401
 President and Chief Executive Officer  1999  $266,010         -         55,000        $5,412
                                        1998  $247,289         -        130,000        $5,363

Cosmo S. Trapani (3)                    2000  $145,750   $56,400(4)      57,000        $5,894
 Vice President and                     1999         -         -              -             -
 Chief Financial Officer                1998         -         -              -             -

Edward A. Wagner                        2000  $268,917  $139,100         80,000      $136,856
 Vice President, General Manager,       1999  $204,346         -         39,000        $6,528
 Factory Systems Division               1998  $164,237         -         45,500        $5,362

Robert G. Postle                        2000  $261,250         -         44,000        $8,043
 Vice President, Sales, and             1999  $207,038         -         61,000        $5,412
 International Operations               1998  $196,789         -         25,500        $5,667
</TABLE>

-----------

(1)  In accordance with the rules of the Securities and Exchange
     Commission, other compensation in the form of perquisites and other
     personal benefits has been omitted because such perquisites and other
     personal benefits constituted less than $50,000 and less than ten percent
     of the total annual salary and bonus for each executive officer.

(2)  The amounts reported include PRI's contributions to the PRI Savings and
     Retirement Plan during fiscal 2000, fiscal 1999 and fiscal 1998,
     respectively, for the benefit of Mr. Wiesler ($4,670, $4,800 and $4,185),
     Mr. Tyson ($7,200, $4,800 and $4,904), Mr. Wagner ($7,110, $4,800 and
     $4,927) and Mr. Postle ($7,192, $4,800 and $5,310) and during fiscal 2000
     for Mr. Trapani ($3,975); and premiums paid by PRI on excess life insurance
     policies during fiscal 2000, fiscal 1999 and fiscal 1998, respectively, for
     Mr. Wiesler ($8,064, $7,560 and $6,300), Mr. Tyson ($1,201, $612 and $459),
     Mr. Wagner ($1,406, $1,728 and $435) and Mr. Postle ($851, $612 and $357)
     and during fiscal 2000 for Mr. Trapani ($1,919) and during fiscal 2000 for
     Mr. Wagner, $128,340 for temporary living expenses.

(3)  Mr. Trapani joined PRI during fiscal 2000 and, therefore, received
     compensation for only a portion of that fiscal year.

(4)  Under Mr. Trapani's at-will employment arrangement with the Company, in
     addition to being eligible for target bonuses, a portion of his annual
     compensation is payable in the form of a fixed payment in the amount of
     $28,200 per quarter for up to the first five years of his employment.

     OPTION GRANTS IN LAST FISCAL YEAR

          The following table contains information concerning stock option
     grants made during fiscal 2000 under the 1994 Stock Option Plan and the
     2000 Stock Option Plan to the Chief Executive Officer and each of the other
     Named Executive Officers:


                                      -6-
<PAGE>

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                % OF TOTAL                                POTENTIAL REALIZABLE
                                  OPTIONS                                   VALUE AT ASSUMED
                                GRANTED TO   EXERCISE OR                  ANNUAL RATES OF STOCK
                    OPTIONS    EMPLOYEES IN   BASE PRICE   EXPIRATION     PRICE APPRECIATION FOR
     NAME          GRANTED(#)   FISCAL YEAR  ($/SHARE)(1)     DATE            OPTION TERM(2)
                                                                          5% ($)        10% ($)
<S>                <C>         <C>           <C>           <C>         <C>            <C>
Mordechai Wiesler  10,000(4)       0.52        $45.0625     05/25/06     $153,226       $347,685
                   30,000(3)       1.56        $47.3750     11/30/05     $483,361     $1,096,581
Mitchell G. Tyson  18,000(4)       0.93        $45.0625     05/25/06     $275,860       $625,832
                   60,000(3)       3.11        $47.3750     11/30/05     $966,722     $2,193,162
Cosmo S. Trapani   50,000(5)       2.60        $70.0625     03/15/06   $1,191,398     $2,702,875
                    7,000(4)       0.36        $45.0625     05/25/06     $107,279       $243,379
Edward A. Wagner   10,000(6)       0.52        $56.1250     04/14/06     $190,879       $433,039
                   15,000(4)       0.78        $45.0625     05/25/06     $229,883       $521,527
                   20,000(7)       1.04        $41.0000     07/28/06     $278,878       $632,680
                   35,000(3)       1.82        $47.3750     11/30/05     $563,921     $1,279,345
Robert G. Postle    9,000(4)       0.47        $45.0625     05/25/06     $137,930       $312,916
                   35,000(3)       1.82        $47.3750     11/30/05     $563,921     $1,279,345

</TABLE>
-----------
(1)  All options were granted at exercise prices not less than fair market
     value, which was determined by the board of directors to be the last sale
     price of the common stock on the date of grant as reported by the Nasdaq
     Stock Market.

(2)  Amounts reported in this column represent hypothetical values that may be
     realized upon exercise of the options immediately prior to the expiration
     of their term, assuming the specified compounded rates of appreciation of
     the common stock over the term of the options. These numbers are calculated
     based on rules promulgated by the Securities and Exchange Commission and do
     not represent PRI's estimate of future stock price growth. Actual gains, if
     any, on stock option exercises and common stock holdings are dependent on
     the timing of such exercises and the future performance of the common
     stock. There can be no assurance that the rates of appreciation assumed in
     this table can be achieved or that the amounts reflected will be received
     by the Named Executive Officers. This table does not take into account any
     appreciation in price of the common stock from the date of grant to the
     current date. The values shown are net of the option price, but do not
     include deductions for taxes or other expenses associated with the
     exercise.

(3)  All options vest in 20 equal quarterly installments beginning 3/2/00 and
     ending 11/30/04.

(4)  All options fully vest on May 25, 2005.

(5)  Option vests in 20 equal quarterly installments beginning 6/15/00 and
     ending 3/15/05.

(6)  Option vests in 20 equal quarterly installments beginning 7/14/00 and
     ending 4/14/05.

(7)  Option vests in 20 equal quarterly installments beginning 10/28/00 and
     ending 7/28/05.


     OPTION/SAR EXERCISES AND FISCAL YEAR-END VALUES

          The following table sets forth information concerning option exercises
     and holdings under PRI's 1994 Incentive and Nonqualified Stock Option Plan,
     1997 Non-Incentive Stock Option Plan and 2000 Stock Option Plan as of
     September 30, 2000 with respect to the Chief Executive Officer and the
     other Named Executive Officers:


                                      -7-
<PAGE>


               OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>

NAME                      SHARES      VALUE         COMMON STOCK               VALUE OF UNEXERCISED
                         ACQUIRED    REALIZED        UNDERLYING              IN-THE-MONEY OPTIONS AT
                            ON        ($)(1)    UNEXERCISED OPTIONS AT         FISCAL YEAR-END $(2)
                        EXERCISE(#)               FISCAL YEAR-END (#)

                                              EXERCISABLE  UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
<S>                    <C>        <C>         <C>          <C>           <C>           <C>

Mordechai Wiesler         30,000      $850,125    87,730        85,670       $177,746       $81,329
Mitchell G. Tyson        122,880    $6,485,146   109,191       186,529       $347,218      $510,583
Cosmo S. Trapani               -             -     5,000        52,000              -             -
Edward A. Wagner          23,126      $866,641     7,125       114,748         $6,094       $73,118
Robert G. Postle          30,797    $1,230,965    14,361        96,980        $16,312       $55,343
Alexander V. d'Arbeloff        -             -    22,000             -        $41,625             -
Amram Rasiel                   -             -    22,000             -        $41,625             -
Boruch B. Frusztajer           -             -    22,000             -        $41,625             -
Kenneth M. Thompson       15,000    $1,069,256     5,000             -              -             -
</TABLE>

-----------

(1)  Amounts disclosed in this column do not necessarily reflect amounts
     received by the Named Executive Officers but are calculated based on the
     difference between the fair market value of the common stock on the date of
     exercise and the exercise price of the options. Named Executive Officers
     will receive cash only if and when they sell the common stock issued upon
     exercise of the options, and the amount of cash received by such
     individuals is dependent on the price of the common stock at the time of
     such sale.

(2)  Calculated on the basis of the last sale price of the common stock on
     September 30, 2000 as reported by the Nasdaq Stock Market ($18.25 per
     share), less the applicable option exercise price.

     RETENTION AND SEVERANCE AGREEMENTS

          PRI has entered into retention agreements with each of Messrs.
     Wiesler, Tyson, Postle, Trapani and Wagner. The terms of each agreement
     were amended in fiscal 2000. The agreements provide for certain payments
     upon the occurrence of certain events following a "change of control" of
     PRI. A "change of control" is defined in each agreement to mean (i) any
     person becoming the beneficial owner of securities of PRI representing
     fifty percent (50%) or more of the total voting power; or (ii) a change in
     the composition of the board of directors creating a majority of directors
     consisting of individuals other than directors of PRI as of the date of the
     retention agreement or their designated successors; or (iii) the merger or
     consolidation of PRI with any other corporation (other than a merger or
     consolidation keeping at least fifty percent (50%) of the total voting
     power in the hands of PRI stockholders) or PRI's liquidation or the sale or
     disposition by PRI of all or substantially all of its assets.

          Each agreement provides that PRI will pay certain severance benefits
     to the executive officer in the event that, within 12 months after a change
     of control, the executive's employment is terminated other than for cause,
     as defined in the agreement, or if the executive resigns after the
     occurrence of one or more certain events, such as material reduction in
     responsibilities or salary or relocation to a facility in a different
     location without the executive's consent.

          Each agreement provides that, if the executive is terminated or
     resigns within 12 months after a change of control under circumstances that
     would entitle the executive to severance benefits, then PRI will be
     obligated to pay to the executive, in a single payment, an amount equal to
     the sum of (a) his then-current annual base compensation, (b) the bonus (if
     any) that PRI (or its successor) paid the executive


                                      -8-
<PAGE>

     with respect to its fiscal year most recently ended before such termination
     or resignation and (c) a prorated fraction of the amount of his "target
     bonus" for the fiscal year of PRI in which the termination or resignation
     occurs. Each agreement further provides that, upon such termination or
     resignation, or upon the first anniversary of a change of control if no
     such termination or resignation occurs, 100% of the otherwise unvested
     portion of each stock option held by the executive will become fully
     exercisable, and 100% of each option held by PRI to repurchase stock of PRI
     owned by the executive will terminate.

     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          No member of the Compensation Committee is a former or current
     employee of PRI or a party to any other relationship of a character
     required to be disclosed pursuant to Item 402(j) of Regulation S-K.

     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth certain information with respect to the
     beneficial ownership of our common stock as of January 11, 2001 (except as
     otherwise noted below) by (i) each person or entity known to us to own
     beneficially five percent or more of PRI's common stock, (ii) each of our
     directors, (iii) the Chief Executive Officer and the other Named Executive
     Officers who were serving as executive officers at the end of fiscal 2000
     and (iv) the executive officers and directors as a group:

<TABLE>
<CAPTION>
                                                                SHARES BENEFICIALLY
                                                                     OWNED(1)(2)
NAME AND ADDRESS(3)                                                NUMBER  PERCENT
---------------------------                                        ------  -------
<S>                                                              <C>        <C>
Mellon Financial Corporation(4)
One Mellon Center
Pittsburgh, PA 15258                                             2,039,989  8.11%
FMR Corp.(5)
82 Devonshire Street,
Boston, MA 02109                                                 1,430,320  5.7%
Mordechai Wiesler(6)                                               628,945  2.6%
Dr. Amram Rasiel(7)                                                503,210  2.0%
Mitchell G. Tyson(8)                                               308,338  1.2%
Boruch B. Frusztajer(9)                                            115,762     *
Alexander V. d'Arbeloff(10)                                         91,764     *
Robert G. Postle(11)                                                29,391     *
Edward A. Wagner(12)                                                20,625     *
Kenneth M. Thompson(13)                                             10,000     *
Cosmo S. Trapani(14)                                                 9,908     *
All directors and executive officers as a group (9 persons)(15)  1,717,943  6.7%
</TABLE>
-----------
*    Less than one percent.

(1)  Beneficial ownership is determined in accordance with the rules of the
     Securities and Exchange Commission. The persons named in this table have
     sole voting and investment power with respect to all shares of common stock
     shown as beneficially owned by them, subject to community property laws
     where applicable and subject to the information contained in the footnotes
     to this table. Shares of common stock subject to options currently
     exercisable or exercisable within 60 days following the date of this table
     are deemed outstanding for computing the share ownership and percentage of
     the person holding such options, but are not deemed outstanding for
     computing the percentage of any other person.

(2)  The number of shares of common stock deemed outstanding as of the date of
     this table, January 11, 2000, is 25,145,217.


                                      -9-
<PAGE>


(3)  Unless otherwise noted, address is in care of PRI Automation, Inc., 805
     Middlesex Turnpike, Billerica, Massachusetts 01821-3986.

(4)  Information is based on a Schedule 13G filed with the Securities and
     Exchange Commission on January 22, 2001 by Mellon Financial Corporation and
     two subsidiaries filing as joint reporting persons. The Schedule 13G states
     that Mellon Financial Corporation, as a parent holding company, is the
     beneficial owner of 2,039,989 shares. The Schedule 13G states that the
     shares are held by Mellon Financial Corporation as well as eight direct and
     indirect subsidiaries, including banks, investments advisers and holding
     companies.

(5)  Information is based on a Schedule 13G/A filed by FMR Corp. with the
     Securities and Exchange Commission on January 10, 2001. The Schedule 13G
     states that Fidelity Management & Research Company, a wholly-owned
     subsidiary of FMR Corp. and an investment adviser registered under Section
     203 of the Investment Advisers Act of 1940, is the beneficial owner of
     1,426,660 shares as a result of acting as investment adviser to various
     investment companies, that Fidelity Management Trust Company, a
     wholly-owned subsidiary of FMR Corp. and a bank as defined in Section
     3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of
     3,660 shares as a result of its serving as investment manager of
     institutional accounts. The Schedule 13G states that various persons have
     the right to receive, or to direct the receipt of dividends from, or the
     proceeds from the sale of, the common stock, and that no one person's
     interest in the common stock is more than five percent.

(6)  Includes 102,650 shares issuable upon the exercise of outstanding options
     exercisable within 60 days of the date of this table, 75,975 shares held by
     three grantor retained annuity trusts and 125,000 shares held by a limited
     partnership controlled by Mr. Wiesler.

(7)  Includes 27,000 shares issuable upon the exercise of outstanding options
     exercisable within 60 days of the date of this table.

(8)  Includes 134,220 shares issuable upon the exercise of outstanding options
     exercisable within 60 days of the date of this table and 8,100 shares held
     by members of Mr. Tyson's family.

(9)  Includes 27,000 shares issuable upon the exercise of outstanding options
     exercisable within 60 days of the date of this table and 58,762 shares held
     by members of Mr. Frusztajer's family.

(10) Includes 27,000 shares issuable upon the exercise of outstanding options
     exercisable within 60 days of the date of this table.

(11) Consists of 29,391 shares issuable upon the exercise of outstanding
     options exercisable within 60 days of the date of this table.

(12) Consists of 20,625 shares issuable upon the exercise of outstanding options
     exercisable within 60 days of the date of this table.

(13) Consists of 10,000 shares issuable upon the exercise of outstanding options
     exercisable within 60 days of the date of this table.

(14) Includes 9,500 shares issuable upon the exercise of outstanding options
     exercisable within 60 days of the date of this table.

(15) Includes 387,386 shares issuable upon the exercise of outstanding options
     exercisable within 60 days of the date of this table.  See notes 6
     through 14.

     ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          In August 1998, PRI entered into a loan arrangement with Robert
     Postle, then our Vice President, Sales, Service and Field Operations and
     now our Vice President, Sales and International Operations. PRI loaned
     Mr. Postle $150,000 pursuant to a three-year promissory note with interest
     accruing at 6%. The note was secured by a mortgage on Mr. Postle's
     residence. The outstanding principal under the note, together with accrued
     interest thereon, was due and payable at the maturity date or upon the
     earlier termination of Mr. Postle's employment either by PRI for cause or
     voluntarily by Mr. Postle. This note, together with all accrued interest,
     was repaid in full in January 2000.


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<PAGE>


                                   SIGNATURES

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

                                                 PRI Automation, Inc.


Date: January 26, 2001                           By: /S/ MITCHELL G. TYSON
                                                     ---------------------
                                                     Mitchell G. Tyson
                                                     Chief Executive Officer


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