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): December 31, 1998
  
  
                                   Xyvision, Inc.
               ----------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
  
                                      Delaware
               ----------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
  
     000-14747                              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 December 31, 1998, Xyvision, Inc. (the "Registrant") completed a
  corporate restructuring plan (the "Restructuring") pursuant to which, among
  other things, substantially all of the assets of the Registrant's publishing
  business have been transferred to a newly formed wholly owned subsidiary named
  Xyvision Enterprise Solutions, Inc. ("XyEnterprise"), while the majority of its
  liabilities, including obligations under its $12.2 million (as amended) line of
  credit with Tudor Trust, will remain with the Registrant. The Registrant will
  operate its publishing business through XyEnterprise, utilizing the same
  management team, employees and assets. In addition, as part of the
  Restructuring, Tudor Trust, the largest stockholder and creditor of the
  Registrant, converted $1,750,000 of the outstanding indebtedness under the line
  of credit into 175,000 shares of a newly designated Series C Preferred Stock of
  the Registrant, which is convertible into common stock of the Registrant on a
  one for one basis. An additional $5,000,000 of the outstanding indebtedness
  under the line of credit will become convertible into shares of Series C
  Preferred Stock in June 1999 at the option of Tudor Trust at the conversion
  ratio of $10.00 per share. Tudor Trust has also surrendered for cancellation
  all of its Common Stock Purchase Warrants, covering an aggregate of 4,956,000
  shares of Common Stock of the Registrant at various exercise prices. Tudor
  Trust has provided XyEnterprise with a $1,000,000 line of credit, as well as
  invested $1,000,000 to purchase 400,000 shares of Series A Preferred Stock of
  XyEnterprise.
  
       The Restructuring was completed pursuant to the terms of an Agreement,
  dated as of December 22, 1998, by and among the Registrant, XyEnterprise and
  Tudor Trust (the "Restructuring Agreement"). The transfer of the Registrant's
  publishing business to XyEnterprise was completed pursuant to the terms of a
  Contribution and Assumption Agreement, dated as of December 31, 1998, by and
  between the Registrant and XyEnterprise.
  
       The foregoing description of the Restructuring Agreement and Contribution
  Agreement does not purport to be complete and is qualified in its entirety by
  reference to the full text of such agreements which are filed as Exhibits 2.1
  and 2.2 to this Current Report on Form 8-K, respectively, and are incorporated
  herein by reference. The full text of the Company's press release with respect
  to the completion of the Restructuring 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: January 6, 1999                   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
  -----           -----------------------------------------------------------------------------
    2.1           Agreement dated as of December 22, 1998, by and among the Registrant,
                  Xyvision Enterprise Solutions, Inc. and Jeffrey L. Neuman, as trustee of the
                  Tudor Trust u/d/t December 12, 1997.
    2.2           Contribution and Assumption Agreement, dated as of December 31, 1998, by
                  and between the Registrant and Xyvision Enterprise Solutions, Inc.
    99            Press Release, dated January 4, 1999
  </TABLE>
  
   
  
                                         4
  <PAGE>
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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): December 31, 1998
  
                                   Xyvision, Inc.
               ----------------------------------------------------
               (Exact Name of Registrant as Specified in its Charter)
  
                                      Delaware
               ----------------------------------------------------
                   (State or Other Jurisdiction of Incorporation)
  
     000-14747                              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 December 31, 1998, Xyvision, Inc. (the "Registrant") completed a
  corporate restructuring plan (the "Restructuring") pursuant to which, among
  other things, substantially all of the assets of the Registrant's publishing
  business have been transferred to a newly formed wholly owned subsidiary named
  Xyvision Enterprise Solutions, Inc. ("XyEnterprise"), while the majority of its
  liabilities, including obligations under its $12.2 million (as amended) line of
  credit with Tudor Trust, will remain with the Registrant. The Registrant will
  operate its publishing business through XyEnterprise, utilizing the same
  management team, employees and assets. In addition, as part of the
  Restructuring, Tudor Trust, the largest stockholder and creditor of the
  Registrant, converted $1,750,000 of the outstanding indebtedness under the line
  of credit into 175,000 shares of a newly designated Series C Preferred Stock of
  the Registrant, which is convertible into common stock of the Registrant on a
  one for one basis. An additional $5,000,000 of the outstanding indebtedness
  under the line of credit will become convertible into shares of Series C
  Preferred Stock in June 1999 at the option of Tudor Trust at the conversion
  ratio of $10.00 per share. Tudor Trust has also surrendered for cancellation
  all of its Common Stock Purchase Warrants, covering an aggregate of 4,956,000
  shares of Common Stock of the Registrant at various exercise prices. Tudor
  Trust has provided XyEnterprise with a $1,000,000 line of credit, as well as
  invested $1,000,000 to purchase 400,000 shares of Series A Preferred Stock of
  XyEnterprise.
  
       The Restructuring was completed pursuant to the terms of an Agreement,
  dated as of December 22, 1998, by and among the Registrant, XyEnterprise and
  Tudor Trust (the "Restructuring Agreement"). The transfer of the Registrant's
  publishing business to XyEnterprise was completed pursuant to the terms of a
  Contribution and Assumption Agreement, dated as of December 31, 1998, by and
  between the Registrant and XyEnterprise.
  
       The foregoing description of the Restructuring Agreement and Contribution
  Agreement does not purport to be complete and is qualified in its entirety by
  reference to the full text of such agreements which are filed as Exhibits 2.1
  and 2.2 to this Current Report on Form 8-K, respectively, and are incorporated
  herein by reference. The full text of the Company's press release with respect
  to the completion of the Restructuring 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: January 6, 1999                   XYVISION, INC.
                                 -------------------------------
                                          (Registrant)
  
                                     By: /s/ Wendy Darland
                                        -------------------------------
                                         Wendy Darland
                                         Vice President, Chief Financial
                                         Officer, Secretary and Treasurer
   
  
                                         3
  EXHIBIT INDEX
  Exhibit
   Number         Description
  -----           -----------------------------------------------------------------------------
    2.1           Agreement dated as of December 22, 1998, by and among the Registrant,
                  Xyvision Enterprise Solutions, Inc. and Jeffrey L. Neuman, as trustee of the
                  Tudor Trust u/d/t December 12, 1997.
    2.2           Contribution and Assumption Agreement, dated as of December 31, 1998, by
                  and between the Registrant and Xyvision Enterprise Solutions, Inc.
    99            Press Release, dated January 4, 1999
  4