SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Vivid Technologies, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
928538 10 7
(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
PIONEER CAPITAL CORPORATION
2 Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
N/A (b) [_]
3 SEC Use Only
4 Citizenship or Place of Organization
MASSACHUSETTS
5 Sole Voting Power
Number of 614,729 shares
Shares 6 Shared Voting Power
Beneficially
Owned by -0- shares
Each 7 Sole Dispositive Power
Reporting
Person With 614,729 shares
8 Shared Dispositive Power
-0- shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person
614,729 shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[_]
N/A
11 Percent of Class Represented by Amount in Row (9)
6.5%
12 Type of Reporting Person (See Instructions)
CO
Item 1.
(a) Name of Issuer
Vivid Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices
10E Commerce Way
Woburn, Massachusetts 01801
Item 2.
(a) Name of Person Filing
Pioneer Capital Corporation
(b) Address of Principal Business Office or, if None,
Residence
60 State Street
Boston, Massachusetts 02109
(c) Citizenship
Massachusetts corporation
(d) Title of Class of Securities
Common Stock, $.01 par value
(e) CUSIP Number
928538 10 7
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b), check whether the person filing is a:
Not applicable.
Item 4. Ownership
As of December 31, 1997, Pioneer Capital Corporation was the
"beneficial owner" (as defined in Rule 13d-3 of Regulation 13D-G
under the Securities Exchange Act of 1934 (the "Exchange Act"))
of over five percent of the outstanding shares of Common Stock of
Vivid Technologies, Inc. The following information is provided
as of December 31, 1997:
(a) Amount Beneficially Owned
614,729 shares of Common Stock, comprised of 561,049
shares and 53,680 shares issuable pursuant to presently
exercisable warrants.
(b) Percent of Class
6.5% of the outstanding shares of Common Stock
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
614,729 shares
(ii) shared power to vote or to direct the vote
-0- shares
(iii) sole power to dispose or to direct the
disposition of
614,729 shares
(iv) shared power to dispose or to direct the
disposition of
-0- shares
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Date: February 6, 1998
PIONEER CAPITAL CORPORATION
By: /s/ Christopher W. Lynch
Name: Christopher W. Lynch
Title: Vice President
