<PAGE>   1
    As filed with the Securities and Exchange Commission on September 30, 1998
                                                Registration No. 33-____________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

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

          Michigan                                     38-2381442
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                  47827 Halyard Drive, Plymouth, Michigan 48170
                                 (734) 414-6100
               (Address, including zip code, and telephone number,
                 including area code, of registrant's Principal
                              Executive Office)

                                Perceptron, Inc.
                             1992 Stock Option Plan
                            (Full Title of the Plan)

                        JOHN G. ZIMMERMAN, Vice President
                                Perceptron, Inc.
                  47827 Halyard Drive, Plymouth, Michigan 48170
                                 (734) 414-6100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all communications to:

                                THOMAS S. VAUGHN
                               Dykema Gossett PLLC
                             400 Renaissance Center
                          Detroit, Michigan 48243-1668
                                 (313) 568-6524

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
      Title of                                    Proposed Maximum           Proposed               Amount of
    Securities to            Amount to be             Offering           Maximum Aggregate        Registration
    be Registered             Registered          Price Per Share*       Offering Price**              Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S>                        <C>                         <C>                 <C>                       <C>    
     Common Stock          558,357 shares**            $6.625              $3,699,115.13             $1,091.24
    $.01 par value
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>

*        Estimated solely for the purpose of calculating the registration fee,
         based on the average of the high and low sale prices on the Nasdaq
         Stock Market on September 24, 1998, in accordance with Rule 457(h).
**       The number of shares may be adjusted to prevent dilution from stock
         splits, stock dividends and similar transactions. This Registration
         Statement shall cover any such additional shares in accordance with
         Rule 416(a).

================================================================================


<PAGE>   2



                                                         

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Perceptron, Inc. (the "Company") with
the Securities and Exchange Commission ("SEC") are incorporated herein by
reference:

         The contents of Registration Statement on Form S-8, file No. 33-63664,
         filed June 1, 1993, registering 142,857 shares of Common Stock of the
         Company, par value $.01 per share, to be issued pursuant to the
         Company's 1992 Stock Option Plan, the contents of Registration
         Statement on Form S-8, file No. 33-85656, filed October 25, 1994,
         registering 850,000 shares of Common Stock of the Company, par value
         $.01 per share, to be issued pursuant to the Company's 1992 Stock
         Option Plan and the contents of Registration Statement on Form S-8,
         file No. 33-00446, filed on January 22, 1996, registering 75,000 shares
         of Common Stock of the Company, par value $.01 per share, to be issued
         pursuant to the Company's 1992 Stock Option Plan.

Item 8.  EXHIBITS

         The following exhibits are filed with this registration statement:

         4                 Instruments Defining the Rights of Securities 
                           Holders.

         4.1               Articles IV, V and VI of the Company's Restated
                           Articles of Incorporation are incorporated herein by
                           reference to Exhibit 3.1 of the Company's Report on
                           Form 10-Q for the Quarter Ended June 30, 1998.

         4.2               Articles I, II, III, VI, VII, X and XI of the
                           Company's Bylaws are incorporated herein by reference
                           to Exhibit 19 of the Company's Report on Form 10-Q
                           for the Quarter Ended September 30, 1992.

         4.3               Form of certificate representing Rights (included as
                           Exhibit B to the Rights Agreement filed as Exhibit
                           4.5) is incorporated herein by reference to Exhibit 2
                           of the Company's Report on Form 8-K filed March 24,
                           1998. Pursuant to the Rights Agreement, Rights
                           Certificates will not be mailed until after the
                           earlier of (i) the tenth business day after the
                           Shares Acquisition Date (or, if the tenth day after
                           the Shares Acquisition Date occurs before the Record
                           Date) (or, if such Shares Acquisition Date results
                           from the consummation of a Permitted Offer, such
                           later date as may be determined before the
                           Distribution Date, by action of the Board of
                           Directors, with the concurrence of a majority of the
                           Continuing Directors), or (ii) the tenth business day
                           (or such later date as may be determined by the Board
                           of Directors, with the concurrence of a majority of
                           the Continuing Directors, prior to such time as any
                           person becomes an Acquiring Person) after the date of
                           the commencement of, or first public announcement of
                           the intent to commence, a tender or exchange offer by
                           any person or group of affiliated or associated
                           persons (other than the Company or certain entities
                           affiliated with or associated with the Company),
                           other than a tender or exchange offer that is
                           determined before the Distribution Date to be a
                           Permitted Offer, if, upon consummation thereof, such
                           person or group of affiliated or associated persons
                           would be the beneficial owner of 15% or more of such
                           outstanding shares of Common Stock.

         4.4               Rights Agreement, dated as of March 24, 1998, between
                           Perceptron, Inc. and American Stock Transfer & Trust
                           Company, as Rights Agent, is incorporated herein by
                           reference to Exhibit 2 of the Company's Report on
                           Form 8-K filed March 24, 1998.

         5                 Opinion of Dykema Gossett PLLC with respect to the
                           legality of the Common Stock to be registered
                           hereunder.

                                       2
<PAGE>   3


         23.1              Consent of PricewaterhouseCoopers.

         23.2              Consent of Dykema Gossett PLLC (contained in Exhibit
                           5).

         24.1              Power of Attorney of Alfred A. Pease.

         24.2              Power of Attorney of David J. Beattie.

         24.3              Power of Attorney of Philip J. DeCocco.

         24.4              Power of Attorney of Robert S. Oswald.

         24.5              Power of Attorney of Harry T. Rein.

         24.6              Power of Attorney of Louis R. Ross.

         24.7              Power of Attorney of Terryll R. Smith.

         99.1              Amended and Restated Perceptron, Inc. 1992 Stock
                           Option Plan is incorporated herein by reference to
                           Exhibit 10.53 to the Company's Report on Form 10-Q
                           for the Quarter Ended September 30, 1996.

         99.2              First Amendment to the Amended and Restated
                           Perceptron, Inc. 1992 Stock Option Plan is
                           incorporated herein by reference to Exhibit 10.39 to
                           the Company's Report on Form 10-Q for the Quarter 
                           Ended March 31, 1997.

         99.3              Forms of Stock Option Agreements under 1992 Stock
                           Option Plan, (Team Members and Officers) prior to
                           February 9, 1995, are incorporated herein by
                           reference to Exhibit 10.28 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1993.

         99.4              Forms of Master Amendments to Stock Option Agreements
                           (Team Members and Officers) under 1992 Stock Option
                           Plan, prior to February 9, 1995 are incorporated
                           herein by reference to Exhibit 10.22 to the Company's
                           Annual Report on Form 10-K for the Year Ended
                           December 31, 1994.

         99.5              Forms of Incentive Stock Option Agreements (Team
                           Members and Officers) under 1992 Stock Option Plan
                           after February 9, 1995 are incorporated herein by
                           reference to Exhibit 10.23 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1994.

         99.6              Forms of Incentive Stock Option Agreements (Team
                           Members and Officers) and Non-Qualified Stock Option
                           Agreements under 1992 Stock Option Plan after January
                           1, 1997, and Amendments to Existing Agreements under
                           the 1992 Stock Option Plan are incorporated herein by
                           reference to Exhibit 10.22 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1996.

                                       3
<PAGE>   4


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth, State of Michigan on September 28, 1998.


                                  PERCEPTRON, INC.


                                  By: /s/ Alfred A. Pease
                                      ------------------------------------------
                                           Alfred A. Pease
                                  Its:     President and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of September 28, 1998.


<TABLE>
<CAPTION>


         Signature                                                              Title


<S>                                                          <C>
/s/ Alfred A. Pease
----------------------------                                  President,  Chief Executive Officer,  Chairman of the
Alfred A. Pease                                               Board and Director (Principal Executive Officer)

/s/ John G. Zimmerman
----------------------------                                  Vice   President   and   Chief   Financial    Officer
John G. Zimmerman                                             (Principal Financial Officer)

/s/ Sylvia M. Smith
----------------------------                                  Controller (Principal Accounting Officer)
Sylvia M. Smith

            
----------------------------                                  Director
David J. Beattie

            
----------------------------                                  Director
Philip J. DeCocco


          *  
----------------------------                                  Director
Robert S. Oswald

          *  
----------------------------                                  Director
Harry T. Rein

          *  
----------------------------                                  Director
Louis R. Ross

</TABLE>

                                       4

<PAGE>   5


             *
----------------------------
Terryll R. Smith                                              Director



*By:/s/ Thomas S. Vaughn
   -------------------------
     Thomas S. Vaughn
     Attorney-in-Fact



                                       5

<PAGE>   6




                                INDEX TO EXHIBITS



   Number              Description

         4                 Instruments Defining the Rights of Securities
                           Holders.

         4.1               Articles IV, V and VI of the Company's Restated
                           Articles of Incorporation are incorporated herein by
                           reference to Exhibit 3.1 of the Company's Report on
                           Form 10-Q for the Quarter Ended June 30, 1998.

         4.2               Articles I, II, III, VI, VII, X and XI of the
                           Company's Bylaws are incorporated herein by reference
                           to Exhibit 19 of the Company's Report on Form 10-Q
                           for the Quarter Ended September 30, 1992.

         4.3               Form of certificate representing Rights (included as
                           Exhibit B to the Rights Agreement filed as Exhibit
                           4.5) is incorporated herein by reference to Exhibit 2
                           to the Company's Report on Form 8-K filed March 24,
                           1998. Pursuant to the Rights Agreement, Rights
                           Certificates will not be mailed until after the
                           earlier of (i) the tenth business day after the
                           Shares Acquisition Date (or, if the tenth day after
                           the Shares Acquisition Date occurs before the Record
                           Date) (or, if such Shares Acquisition Date results
                           from the consummation of a Permitted Offer, such
                           later date as may be determined before the
                           Distribution Date, by action of the Board of
                           Directors, with the concurrence of a majority of the
                           Continuing Directors), or (ii) the tenth business day
                           (or such later date as may be determined by the Board
                           of Directors, with the concurrence of a majority of
                           the Continuing Directors, prior to such time as any
                           person becomes an Acquiring Person) after the date of
                           the commencement of, or first public announcement of
                           the intent to commence, a tender or exchange offer by
                           any person or group of affiliated or associated
                           persons (other than the Company or certain entities
                           affiliated with or associated with the Company),
                           other than a tender or exchange offer that is
                           determined before the Distribution Date to be a
                           Permitted Offer, if, upon consummation thereof, such
                           person or group of affiliated or associated persons
                           would be the beneficial owner of 15% or more of such
                           outstanding shares of Common Stock.

         4.4               Rights Agreement, dated as of March 24, 1998, between
                           Perceptron, Inc. and American Stock Transfer & Trust
                           Company, as Rights Agent, is incorporated herein by
                           reference to Exhibit 2 to the Company's Report on
                           Form 8-K filed March 24, 1998.

         5                 Opinion of Dykema Gossett PLLC with respect to the
                           legality of the Common Stock to be registered
                           hereunder (including consent).

         23.1              Consent of PricewaterhouseCoopers.

         24.1              Power of Attorney of Alfred A. Pease.

         24.2              Power of Attorney of David J. Beattie.

         24.3              Power of Attorney of Philip J. DeCocco.

         24.4              Power of Attorney of Robert S. Oswald.

         24.5              Power of Attorney of Harry T. Rein.

                                       6
<PAGE>   7


         24.6              Power of Attorney of Louis R. Ross.

         24.7              Power of Attorney of Terryll R. Smith.

         99.1              Amended and Restated Perceptron, Inc. 1992 Stock
                           Option Plan as incorporated herein by reference to
                           Exhibit 10.53 to the Company's Report on Form 10-Q
                           for the Quarter Ended September 30, 1996.

         99.2              First Amendment to the Amended and Restated
                           Perceptron, Inc. 1992 Stock Option Plan is
                           incorporated herein by reference to Exhibit 10.39 to
                           the Company's Report on Form 10-Q for the Quarter 
                           Ended March 31, 1997.

         99.3              Forms of Stock Option Agreements under 1992 Stock
                           Option Plan, (Team Members and Officers) prior to
                           February 9, 1995, are incorporated herein by
                           reference to Exhibit 10.28 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1993.

         99.4              Forms of Master Amendments to Stock Option Agreements
                           (Team Members and Officers) under 1992 Stock Option
                           Plan, prior to February 9, 1995 are incorporated
                           herein by reference to Exhibit 10.22 to the Company's
                           Annual Report on Form 10-K for the Year Ended
                           December 31, 1994.

         99.5              Forms of Incentive Stock Option Agreements (Team
                           Members and Officers) under 1992 Stock Option Plan
                           after February 9, 1995 are incorporated herein by
                           reference to Exhibit 10.23 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1994.

         99.6              Forms of Incentive Stock Option Agreements (Team
                           Members and Officers) and Non-Qualified Stock Option
                           Agreements under 1992 Stock Option Plan after January
                           1, 1997, and Amendments to Existing Agreements under
                           the 1992 Stock Option Plan are incorporated herein by
                           reference to Exhibit 10.22 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1996.

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21052}]
{"company-data": {"conformed-name": "PERCEPTRON INC/MI", "cik": "0000887226", "assigned-sic": "3827", "irs-number": "382381442", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65001", "film-number": "98718743"}, "business-address": {"street1": "PERCEPTRON INC", "street2": "47827 HALYARD DR", "city": "PLYMOUTH", "state": "MI", "zip": "48170-2461", "phone": "3134144816"}, "mail-address": {"street1": "PERCEPTRON INC", "street2": "47827 HALYARD DRIVE", "city": "PLYMOUTH", "state": "MI", "zip": "48170-2461"}}
1
    As filed with the Securities and Exchange Commission on September 30, 1998
                                                Registration No. 33-____________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                        Under the Securities Act of 1933

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

          Michigan                                     38-2381442
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                  47827 Halyard Drive, Plymouth, Michigan 48170
                                 (734) 414-6100
               (Address, including zip code, and telephone number,
                 including area code, of registrant's Principal
                              Executive Office)

                                Perceptron, Inc.
                             1992 Stock Option Plan
                            (Full Title of the Plan)

                        JOHN G. ZIMMERMAN, Vice President
                                Perceptron, Inc.
                  47827 Halyard Drive, Plymouth, Michigan 48170
                                 (734) 414-6100
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all communications to:

                                THOMAS S. VAUGHN
                               Dykema Gossett PLLC
                             400 Renaissance Center
                          Detroit, Michigan 48243-1668
                                 (313) 568-6524

                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
      Title of                                    Proposed Maximum           Proposed               Amount of
    Securities to            Amount to be             Offering           Maximum Aggregate        Registration
    be Registered             Registered          Price Per Share*       Offering Price**              Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Stock          558,357 shares**            $6.625              $3,699,115.13             $1,091.24
    $.01 par value
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
*        Estimated solely for the purpose of calculating the registration fee,
         based on the average of the high and low sale prices on the Nasdaq
         Stock Market on September 24, 1998, in accordance with Rule 457(h).
**       The number of shares may be adjusted to prevent dilution from stock
         splits, stock dividends and similar transactions. This Registration
         Statement shall cover any such additional shares in accordance with
         Rule 416(a).

================================================================================
2

                                                         

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by Perceptron, Inc. (the "Company") with
the Securities and Exchange Commission ("SEC") are incorporated herein by
reference:

         The contents of Registration Statement on Form S-8, file No. 33-63664,
         filed June 1, 1993, registering 142,857 shares of Common Stock of the
         Company, par value $.01 per share, to be issued pursuant to the
         Company's 1992 Stock Option Plan, the contents of Registration
         Statement on Form S-8, file No. 33-85656, filed October 25, 1994,
         registering 850,000 shares of Common Stock of the Company, par value
         $.01 per share, to be issued pursuant to the Company's 1992 Stock
         Option Plan and the contents of Registration Statement on Form S-8,
         file No. 33-00446, filed on January 22, 1996, registering 75,000 shares
         of Common Stock of the Company, par value $.01 per share, to be issued
         pursuant to the Company's 1992 Stock Option Plan.

Item 8.  EXHIBITS

         The following exhibits are filed with this registration statement:

         4                 Instruments Defining the Rights of Securities 
                           Holders.

         4.1               Articles IV, V and VI of the Company's Restated
                           Articles of Incorporation are incorporated herein by
                           reference to Exhibit 3.1 of the Company's Report on
                           Form 10-Q for the Quarter Ended June 30, 1998.

         4.2               Articles I, II, III, VI, VII, X and XI of the
                           Company's Bylaws are incorporated herein by reference
                           to Exhibit 19 of the Company's Report on Form 10-Q
                           for the Quarter Ended September 30, 1992.

         4.3               Form of certificate representing Rights (included as
                           Exhibit B to the Rights Agreement filed as Exhibit
                           4.5) is incorporated herein by reference to Exhibit 2
                           of the Company's Report on Form 8-K filed March 24,
                           1998. Pursuant to the Rights Agreement, Rights
                           Certificates will not be mailed until after the
                           earlier of (i) the tenth business day after the
                           Shares Acquisition Date (or, if the tenth day after
                           the Shares Acquisition Date occurs before the Record
                           Date) (or, if such Shares Acquisition Date results
                           from the consummation of a Permitted Offer, such
                           later date as may be determined before the
                           Distribution Date, by action of the Board of
                           Directors, with the concurrence of a majority of the
                           Continuing Directors), or (ii) the tenth business day
                           (or such later date as may be determined by the Board
                           of Directors, with the concurrence of a majority of
                           the Continuing Directors, prior to such time as any
                           person becomes an Acquiring Person) after the date of
                           the commencement of, or first public announcement of
                           the intent to commence, a tender or exchange offer by
                           any person or group of affiliated or associated
                           persons (other than the Company or certain entities
                           affiliated with or associated with the Company),
                           other than a tender or exchange offer that is
                           determined before the Distribution Date to be a
                           Permitted Offer, if, upon consummation thereof, such
                           person or group of affiliated or associated persons
                           would be the beneficial owner of 15% or more of such
                           outstanding shares of Common Stock.

         4.4               Rights Agreement, dated as of March 24, 1998, between
                           Perceptron, Inc. and American Stock Transfer & Trust
                           Company, as Rights Agent, is incorporated herein by
                           reference to Exhibit 2 of the Company's Report on
                           Form 8-K filed March 24, 1998.

         5                 Opinion of Dykema Gossett PLLC with respect to the
                           legality of the Common Stock to be registered
                           hereunder.

                                       2
3

         23.1              Consent of PricewaterhouseCoopers.

         23.2              Consent of Dykema Gossett PLLC (contained in Exhibit
                           5).

         24.1              Power of Attorney of Alfred A. Pease.

         24.2              Power of Attorney of David J. Beattie.

         24.3              Power of Attorney of Philip J. DeCocco.

         24.4              Power of Attorney of Robert S. Oswald.

         24.5              Power of Attorney of Harry T. Rein.

         24.6              Power of Attorney of Louis R. Ross.

         24.7              Power of Attorney of Terryll R. Smith.

         99.1              Amended and Restated Perceptron, Inc. 1992 Stock
                           Option Plan is incorporated herein by reference to
                           Exhibit 10.53 to the Company's Report on Form 10-Q
                           for the Quarter Ended September 30, 1996.

         99.2              First Amendment to the Amended and Restated
                           Perceptron, Inc. 1992 Stock Option Plan is
                           incorporated herein by reference to Exhibit 10.39 to
                           the Company's Report on Form 10-Q for the Quarter 
                           Ended March 31, 1997.

         99.3              Forms of Stock Option Agreements under 1992 Stock
                           Option Plan, (Team Members and Officers) prior to
                           February 9, 1995, are incorporated herein by
                           reference to Exhibit 10.28 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1993.

         99.4              Forms of Master Amendments to Stock Option Agreements
                           (Team Members and Officers) under 1992 Stock Option
                           Plan, prior to February 9, 1995 are incorporated
                           herein by reference to Exhibit 10.22 to the Company's
                           Annual Report on Form 10-K for the Year Ended
                           December 31, 1994.

         99.5              Forms of Incentive Stock Option Agreements (Team
                           Members and Officers) under 1992 Stock Option Plan
                           after February 9, 1995 are incorporated herein by
                           reference to Exhibit 10.23 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1994.

         99.6              Forms of Incentive Stock Option Agreements (Team
                           Members and Officers) and Non-Qualified Stock Option
                           Agreements under 1992 Stock Option Plan after January
                           1, 1997, and Amendments to Existing Agreements under
                           the 1992 Stock Option Plan are incorporated herein by
                           reference to Exhibit 10.22 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1996.

                                       3
4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth, State of Michigan on September 28, 1998.

                                  PERCEPTRON, INC.

                                  By: /s/ Alfred A. Pease
                                      ------------------------------------------
                                           Alfred A. Pease
                                  Its:     President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
indicated capacities as of September 28, 1998.
Signature                                                              Title
/s/ Alfred A. Pease
----------------------------                                  President,  Chief Executive Officer,  Chairman of the
Alfred A. Pease                                               Board and Director (Principal Executive Officer)

/s/ John G. Zimmerman
----------------------------                                  Vice   President   and   Chief   Financial    Officer
John G. Zimmerman                                             (Principal Financial Officer)

/s/ Sylvia M. Smith
----------------------------                                  Controller (Principal Accounting Officer)
Sylvia M. Smith

            
----------------------------                                  Director
David J. Beattie

            
----------------------------                                  Director
Philip J. DeCocco

          *  
----------------------------                                  Director
Robert S. Oswald

          *  
----------------------------                                  Director
Harry T. Rein

          *  
----------------------------                                  Director
Louis R. Ross
4
5

             *
----------------------------
Terryll R. Smith                                              Director

*By:/s/ Thomas S. Vaughn
   -------------------------
     Thomas S. Vaughn
     Attorney-in-Fact

                                       5
6

                                INDEX TO EXHIBITS

   Number              Description

         4                 Instruments Defining the Rights of Securities
                           Holders.

         4.1               Articles IV, V and VI of the Company's Restated
                           Articles of Incorporation are incorporated herein by
                           reference to Exhibit 3.1 of the Company's Report on
                           Form 10-Q for the Quarter Ended June 30, 1998.

         4.2               Articles I, II, III, VI, VII, X and XI of the
                           Company's Bylaws are incorporated herein by reference
                           to Exhibit 19 of the Company's Report on Form 10-Q
                           for the Quarter Ended September 30, 1992.

         4.3               Form of certificate representing Rights (included as
                           Exhibit B to the Rights Agreement filed as Exhibit
                           4.5) is incorporated herein by reference to Exhibit 2
                           to the Company's Report on Form 8-K filed March 24,
                           1998. Pursuant to the Rights Agreement, Rights
                           Certificates will not be mailed until after the
                           earlier of (i) the tenth business day after the
                           Shares Acquisition Date (or, if the tenth day after
                           the Shares Acquisition Date occurs before the Record
                           Date) (or, if such Shares Acquisition Date results
                           from the consummation of a Permitted Offer, such
                           later date as may be determined before the
                           Distribution Date, by action of the Board of
                           Directors, with the concurrence of a majority of the
                           Continuing Directors), or (ii) the tenth business day
                           (or such later date as may be determined by the Board
                           of Directors, with the concurrence of a majority of
                           the Continuing Directors, prior to such time as any
                           person becomes an Acquiring Person) after the date of
                           the commencement of, or first public announcement of
                           the intent to commence, a tender or exchange offer by
                           any person or group of affiliated or associated
                           persons (other than the Company or certain entities
                           affiliated with or associated with the Company),
                           other than a tender or exchange offer that is
                           determined before the Distribution Date to be a
                           Permitted Offer, if, upon consummation thereof, such
                           person or group of affiliated or associated persons
                           would be the beneficial owner of 15% or more of such
                           outstanding shares of Common Stock.

         4.4               Rights Agreement, dated as of March 24, 1998, between
                           Perceptron, Inc. and American Stock Transfer & Trust
                           Company, as Rights Agent, is incorporated herein by
                           reference to Exhibit 2 to the Company's Report on
                           Form 8-K filed March 24, 1998.

         5                 Opinion of Dykema Gossett PLLC with respect to the
                           legality of the Common Stock to be registered
                           hereunder (including consent).

         23.1              Consent of PricewaterhouseCoopers.

         24.1              Power of Attorney of Alfred A. Pease.

         24.2              Power of Attorney of David J. Beattie.

         24.3              Power of Attorney of Philip J. DeCocco.

         24.4              Power of Attorney of Robert S. Oswald.

         24.5              Power of Attorney of Harry T. Rein.

                                       6
7

         24.6              Power of Attorney of Louis R. Ross.

         24.7              Power of Attorney of Terryll R. Smith.

         99.1              Amended and Restated Perceptron, Inc. 1992 Stock
                           Option Plan as incorporated herein by reference to
                           Exhibit 10.53 to the Company's Report on Form 10-Q
                           for the Quarter Ended September 30, 1996.

         99.2              First Amendment to the Amended and Restated
                           Perceptron, Inc. 1992 Stock Option Plan is
                           incorporated herein by reference to Exhibit 10.39 to
                           the Company's Report on Form 10-Q for the Quarter 
                           Ended March 31, 1997.

         99.3              Forms of Stock Option Agreements under 1992 Stock
                           Option Plan, (Team Members and Officers) prior to
                           February 9, 1995, are incorporated herein by
                           reference to Exhibit 10.28 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1993.

         99.4              Forms of Master Amendments to Stock Option Agreements
                           (Team Members and Officers) under 1992 Stock Option
                           Plan, prior to February 9, 1995 are incorporated
                           herein by reference to Exhibit 10.22 to the Company's
                           Annual Report on Form 10-K for the Year Ended
                           December 31, 1994.

         99.5              Forms of Incentive Stock Option Agreements (Team
                           Members and Officers) under 1992 Stock Option Plan
                           after February 9, 1995 are incorporated herein by
                           reference to Exhibit 10.23 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1994.

         99.6              Forms of Incentive Stock Option Agreements (Team
                           Members and Officers) and Non-Qualified Stock Option
                           Agreements under 1992 Stock Option Plan after January
                           1, 1997, and Amendments to Existing Agreements under
                           the 1992 Stock Option Plan are incorporated herein by
                           reference to Exhibit 10.22 to the Company's Annual
                           Report on Form 10-K for the Year Ended December 31,
                           1996.

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