ROBOTIC VISION SYSTEMS INC
10-C, 1995-07-12
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 10-C

            REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                     INTERDEALER QUOTATION SYSTEM 

Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                   and Rule 13a-17 or 15d-17 thereunder


                       ROBOTIC VISION SYSTEMS, INC.                            
            (Exact name of issuer as specified in charter)

           425 Rabro Drive East, Hauppauge, New York  11788                    
               (Address of principal executive offices)

      Issuer's telephone number, including area code: (516) 273-9700           



             I.     CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of 
shares outstanding:

1.   Title of security:  Common Stock, par value $.01 per share                

2.   Number of shares outstanding before the change:  11,954,140               

3.   Number of shares outstanding after the change:  13,064,140                

4.   Effective date of change:  July 5, 1995                                   

5.   Method of change:

     Specify method (such as merger, acquisition, exchange, distribution, 
     stock split, reverse split, acquisition of stock for treasury, etc):  
     
     Distribution                                                              
                                                                               

     Give brief description of transaction:  
     
     Private sale of 1,110,000 shares of Common Stock                         
                                                                               


                   II.     CHANGE IN NAME OF ISSUER

1.   Name prior to change:                                                     

2.   Name after change:                                                        

3.   Effective date of charter amendment changing name:                        

4.   Date of shareholder approval of change, if required:                      




Date:   July 12, 1995                          /s/Robert H. Walker          
                                               -------------------
                                               Robert H. Walker, 
                                               Executive Vice President
                                               (Officer's signature & title)



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