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): September 18, 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
  <PAGE>
  <PAGE>
  
  Item 2. Acquisition or Disposition of Assets.
       On September 18, 1998 (the "Effective Date"), Xyvision, Inc. (the
  "Registrant") completed the sale of substantially all of the assets, inventory,
  equipment and accounts receivable of its Contex Division to Barco, Inc.
  ("Barco"), pursuant to an Asset Purchase Agreement, dated as of September 18,
  1998, by and between the Registrant and Barco (the "Purchase Agreement").
  
       Pursuant to the Purchase Agreement, Barco paid approximately $300,000 to
  the Registrant as consideration for substantially all of the assets, inventory,
  equipment and accounts receivable of the Registrant's Contex Division, which
  consideration was determined in an "arm's length" negotiation between the
  parties. Prior to the Effective Date, neither the Registrant nor any of its
  affiliates, nor any director or officer of the Registrant or any associate of
  any such director or officer had any material relationship with Barco.
  
       The foregoing description of the Purchase Agreement does not purport to be
  complete and is qualified in its entirety by reference to the full text of the
  Purchase Agreement which is filed as Exhibit 2 to this Current Report on Form
  8-K and incorporated herein by reference. Item 7.  Financial Statements, Pro
  Forma Financial Information and Exhibits.
          (b) Pro Forma Financial Information.
  
          The pro forma financial information required by this item is not
          included with this initial report. The required pro forma financial
          information will be filed by amendment not later than December 2, 1998.
           
          (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 5, 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
  ----            -------------------------------------------------------------------------
    2             Asset Purchase Agreement, dated as of September 18, 1998, by and between
                  Xyvision, Inc. and Barco, Inc.
  99.1            Press Release
  99.2            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": "98721036"}, "business-address": {"street1": "101 EDGEWATER DR", "city": "WAKEFIELD", "state": "MA", "zip": "01880", "phone": "6172454100"}, "mail-address": {"street1": "101 EDGEWATER DRIVE", "city": "WAKEFIELD", "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): September 18, 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
  Item 2. Acquisition or Disposition of Assets.
       On September 18, 1998 (the "Effective Date"), Xyvision, Inc. (the
  "Registrant") completed the sale of substantially all of the assets, inventory,
  equipment and accounts receivable of its Contex Division to Barco, Inc.
  ("Barco"), pursuant to an Asset Purchase Agreement, dated as of September 18,
  1998, by and between the Registrant and Barco (the "Purchase Agreement").
  
       Pursuant to the Purchase Agreement, Barco paid approximately $300,000 to
  the Registrant as consideration for substantially all of the assets, inventory,
  equipment and accounts receivable of the Registrant's Contex Division, which
  consideration was determined in an "arm's length" negotiation between the
  parties. Prior to the Effective Date, neither the Registrant nor any of its
  affiliates, nor any director or officer of the Registrant or any associate of
  any such director or officer had any material relationship with Barco.
  
       The foregoing description of the Purchase Agreement does not purport to be
  complete and is qualified in its entirety by reference to the full text of the
  Purchase Agreement which is filed as Exhibit 2 to this Current Report on Form
  8-K and incorporated herein by reference. Item 7.  Financial Statements, Pro
  Forma Financial Information and Exhibits.
          (b) Pro Forma Financial Information.
  
          The pro forma financial information required by this item is not
          included with this initial report. The required pro forma financial
          information will be filed by amendment not later than December 2, 1998.
           
          (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 5, 1998                 XYVISION, INC.
                        -------------------------------
                            (Registrant)
  
                        By: /s/ Wendy Darland
                        -------------------------------
                          Wendy Darland
                                                Vice President, Chief Financial
                                                Officer,
                                                Secretary and Treasurer
  
                                         3
  EXHIBIT INDEX
  Exhibit
   Number         Description
  ----            -------------------------------------------------------------------------
    2             Asset Purchase Agreement, dated as of September 18, 1998, by and between
                  Xyvision, Inc. and Barco, Inc.
  99.1            Press Release
  99.2            Press Release
  4