XYVISION INC
10-Q/A, 1998-11-19
COMPUTER INTEGRATED SYSTEMS DESIGN
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                  FORM 10-Q/A
                                AMENDMENT NO. 1
   [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1998
                                      OR
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
         For the transition period from ------------  to ------------


                        COMMISSION FILE NUMBER 000-14747
                                        

                                 XYVISION, INC.


             (Exact name of registrant as specified in its charter)

       Delaware                                              04-2751102
(State or other jurisdiction                  (I.R.S. Employer Identification
                                    Number)
                       of incorporation or organization)


        30 New Crossing Road, Reading, MA                        01867
      (Address of principal executive offices)                (Zip Code)



       Registrant's telephone number including area code (781) 756-4400





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.




                 [x]      Yes ----------  No ----------



Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of
November 13, 1998.



       Common Stock, $.03 par value                           2,854,236
       (Title of each class)                                (number of shares)

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                                EXPLANATORY NOTE
     This Amendment No. 1 on Quarterly Report on Form 10-Q/A of Xyvision, Inc.
is filed solely to amend and restate the number of shares of the Registrant's
Common Stock outstanding as of November 13, 1998, as indicated on the cover
page of the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 (File No. 000-14747), to take into account the Registrant's
one-for-five reverse stock split effected October 20, 1998.


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                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                 XYVISION, INC.
                           ------------------------------
                                                           
                                  (Registrant)







November 19, 1998
                                                 /s/ Wendy Darland
                                                 ------------------------------
                                                  
                                                 Wendy Darland

                                                 Vice President, Chief
                                                 Financial Officer,
                                                 Treasurer and Secretary
                                                 (Principal Financial and
                                                 Accounting Officer)

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