content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
  
                                  CURRENT REPORT
  
  
                         PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
  
        Date of report (Date of earliest event reported): October 27, 1998
  
  
                                      Xyvision
               ----------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  
                                      Delaware
               ----------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
  
     000-147447                              04-2751102
  ---------------------              ---------------------------
  (Commission File Number)      (I.R.S. Employer Identification No.)
  
  
  30 New Crossing Road
  Reading, MA                                       01867
  _____________________                 -------------------------------
  (Address of principal executive offices)        (Zip Code)
  
  
                                   (781) 756-4400
                          -------------------------------
                (Registrant's telephone number including area code)
  
                                   Not Applicable
                          -------------------------------
            Former Name or Former Address, if Changed Since Last Report
  
                                         1
  <PAGE>
  <PAGE>
  
  Item 5.  Other Events.
       On October 27, 1998 Xyvision, Inc. (the "Company") announced that each of
  the Rights representing the right to purchase one one-hundredth of a share of
  the Company's Series A Junior Participating Preferred Stock upon the terms and
  subject to the conditions set forth in the Rights Agreement, dated as of
  October 19, 1988, by and between the Company and Mellon Bank N.A., as amended,
  expired on October 26, 1998 pursuant to the terms of the Rights Agreement. The
  Company has no current plans to adopt a new Stockholder Rights Plan.
  
       The full text of the Company's press release is filed as Exhibit 99 to
  this Current Report on Form 8-K and is incorporated herein by reference.
  
  
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
       (c) Exhibits.
  
       See Exhibit Index attached hereto.
   
  
  
                                         2
  <PAGE>
  <PAGE>
  
                                     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 hereunto duly authorized.
  
  Date: October 27, 1998                   XYVISION, INC.
                                    -------------------------------
                                            (Registrant)
  
     
                                    By: /s/ Wendy Darland
                                        -------------------------------
                                        Wendy Darland
                                        Vice President, Chief Financial
                                        Officer,
                                        Secretary and Treasurer
  
                                         3
  <PAGE>
  <PAGE>
  
                                EXHIBIT INDEX
  
  
  
  <TABLE>
  <S>         <C>
   Exhibit
   Number     Description
  --          --------------
  99          Press Release
  </TABLE>
  
   
  
                                         4
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "XYVISION INC", "cik": "0000721080", "assigned-sic": "7373", "irs-number": "042751102", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-14747", "film-number": "98731086"}, "business-address": {"street1": "30 NEW CROSSING ROAD", "city": "READING", "state": "MA", "zip": "01867", "phone": "7817564400"}, "mail-address": {"street1": "30 NEW CROSSING ROAD", "city": "READING", "state": "MA", "zip": "01880"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                  CURRENT REPORT
  
                         PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
  
        Date of report (Date of earliest event reported): October 27, 1998
  
                                      Xyvision
               ----------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
                                      Delaware
               ----------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
     000-147447                              04-2751102
  ---------------------              ---------------------------
  (Commission File Number)      (I.R.S. Employer Identification No.)
  
  30 New Crossing Road
  Reading, MA                                       01867
  _____________________                 -------------------------------
  (Address of principal executive offices)        (Zip Code)
  
                                   (781) 756-4400
                          -------------------------------
                (Registrant's telephone number including area code)
  
                                   Not Applicable
                          -------------------------------
            Former Name or Former Address, if Changed Since Last Report
  
                                         1
  Item 5.  Other Events.
       On October 27, 1998 Xyvision, Inc. (the "Company") announced that each of
  the Rights representing the right to purchase one one-hundredth of a share of
  the Company's Series A Junior Participating Preferred Stock upon the terms and
  subject to the conditions set forth in the Rights Agreement, dated as of
  October 19, 1988, by and between the Company and Mellon Bank N.A., as amended,
  expired on October 26, 1998 pursuant to the terms of the Rights Agreement. The
  Company has no current plans to adopt a new Stockholder Rights Plan.
  
       The full text of the Company's press release is filed as Exhibit 99 to
  this Current Report on Form 8-K and is incorporated herein by reference.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
       (c) Exhibits.
  
       See Exhibit Index attached hereto.
   
  
                                         2
  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 hereunto duly authorized.
  
  Date: October 27, 1998                   XYVISION, INC.
                                    -------------------------------
                                            (Registrant)
  
     
                                    By: /s/ Wendy Darland
                                        -------------------------------
                                        Wendy Darland
                                        Vice President, Chief Financial
                                        Officer,
                                        Secretary and Treasurer
  
                                         3
  EXHIBIT INDEX
  Exhibit
   Number     Description
  --          --------------
  99          Press Release
  4