Registration Number

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           The SECURITIES ACT OF 1933

                               COGNEX CORPORATION
               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-2713778
           State of Incorporation (IRS Employer Identification Number)

               One Vision Drive, Natick, Massachusetts 01760-2059
                    (Address of Principal Executive Offices)

                                 (508) 650-3000
              (Registrant's telephone number, including area code)

                               COGNEX CORPORATION
                             1993 Stock Option Plan
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                    Proposed             Proposed
 Title of                                             Maximum              Maximum
Securities                  Amount                   Offering             Aggregate                    Amount of
  to be                     to be                      Price               Offering                   Registration
Registered               Registered(l)               Per Share              Price                         Fee(2)

<S>                      <C>                        <C>                  <C>                          <C>
Common Stock,
par value
$.002 per share           3,000,000 shares            $17.3125            $51,937,500                   $17,910.00

</TABLE>
<PAGE>
(1)   Also registered  hereunder are such additional  number of shares of common
      stock,  presently  indeterminable,  as may be  necessary  to  satisfy  the
      antidilution  provisions of the Plan to which this Registration  Statement
      relates.

(2)   The  registration  fee has been  calculated on the basis of the average of
      the high and low sale prices on the  National  Association  of  Securities
      Dealers Automated Quotation System ("NASDAQ") on May 21, 1996.
                                     <PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

      The Company hereby  incorporates by reference the documents  listed in (a)
through (c) below. In addition,  all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (prior to filing of a  Post-Effective  Amendment  which  indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold)  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and to be a part thereof from the date of filing of such
documents.

      (a) The Company's  latest  annual  report filed  pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus  filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

      (b) All of the reports  filed  pursuant  to Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.

      (c) The  description  of the Company's  Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

      Inapplicable

Item 5.  Interests of Named Experts and Counsel

      The validity of the authorization and issuance of the Common Stock offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation,  Boston, Massachusetts.  Anthony J. Medaglia, Jr., who
is a stockholder of Hutchins, Wheeler & Dittmar, A Professional Corporation,  is
Clerk of the Company.  Mr.  Medaglia owns 48,602 shares of the Company's  Common
Stock.  In addition,  Mr.  Medaglia holds  non-qualified  options to purchase an
aggregate of 22,400 shares of the Company's Common Stock.
<PAGE>
Item 6.  Indemnification of Directors and Officers

      Section 67 of Chapter  156B of the  General  Laws of the  Commonwealth  of
Massachusetts provides as follows:

      "Section 67. Indemnification of directors,  officers,  employees and other
agents of a  corporation,  and persons  who serve at its  request as  directors,
officers, employees or other agents of another organization, or who serve at its
request in any  capacity  with  respect to any  employee  benefit  plan,  may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote  adopted by the  holders of a majority  of the shares of stock  entitled to
vote on the election of  directors.  Except as the articles of  organization  or
by-laws  otherwise  require,  indemnification  of any persons referred to in the
preceding  sentence who are not directors of the  corporation may be provided by
it to the extent authorized by the directors.  Such  indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or  proceeding  in advance  of the final  disposition  of such  action or
proceeding,  upon receipt of an undertaking  by the person  indemnified to repay
such payment if he shall be  adjudicated  to be not entitled to  indemnification
under this section which  undertaking may be accepted  without  reference to the
financial ability of such person to make repayment. Any such indemnification may
be  provided  although  the person to be  indemnified  is no longer an  officer,
director,  employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

      No  indemnification  shall be provided  for any person with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

      The absence of any express provision for  indemnification  shall not limit
any right of indemnification existing independently of this section.

      A  corporation  shall have power to purchase  and  maintain  insurance  on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

      Article VII of the By-laws of the Company provides as follows:
<PAGE>
                                   ARTICLE VII

                     Indemnification of Directors and Others

      Section 7.1   Definitions

      For purposes of this Article VII:

      (a) "Director/officer"  means any person who is serving or has served as a
Director,  officer,  employee or other  agent of the  Corporation  appointed  or
elected by the Board of Directors or the stockholders of the Corporation, or who
is serving  or has  served at the  request  of the  Corporation  as a  Director,
officer,  trustee,  principal,  partner,  employee  or other  agent of any other
organization.

      (b) "Proceeding" means any action, suit or proceeding,  civil or criminal,
brought  or  threatened  in or before  any court,  tribunal,  administrative  or
legislative body or agency.

      (c)  "Expense"  means any fine or penalty,  and any  liability  fixed by a
judgment, order, decree or award in a Proceeding,  any amount reasonably paid in
settlement of a Proceeding  and any  professional  fees and other  disbursements
reasonably incurred in connection with a Proceeding.

      Section 7.2   Right to Indemnification

      Except as limited by law or as provided  in  Sections  7.3 and 7.4 of this
Article VII, each Director/officer (and his heirs and personal  representatives)
shall be indemnified by the Corporation  against any Expense  incurred by him in
connection  with  each  Proceeding  in which he is  involved  as a result of his
serving or having served as a Director/officer.

      Section 7.3   Indemnification not Available

      No indemnification shall be provided to a Director/officer with respect to
a Proceeding as to which it shall have been  adjudicated  that he did not act in
good faith in the reasonable belief that his action was in the best interests of
the Corporation.

      Section 7.4   Compromise or Settlement

      In the event that a Proceeding is  compromised  or settled so as to impose
any liability or obligation on a  Director/officer  or upon the Corporation,  no
indemnification  shall be provided as to said  Director/officer  with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interests of the Corporation.
<PAGE>
      Section 7.5   Advances

      The Corporation shall pay sums on account of indemnification in advance of
a final  disposition  of a  Proceeding,  upon receipt of an  undertaking  by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

      Section 7.6   Not Exclusive

      Nothing  in  this   Article   VII  shall   limit  any  lawful   rights  to
indemnification existing independently of this Article VII.

      Section 7.7   Insurance

      The  provisions of this Article VII shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/officer  against any Expense,  whether or not the Corporation would
have the power to indemnify him against such Expense under this Article VII.

      Item 7.  Exemption from Registration Claimed

      Not Applicable.

      Item 8.  Exhibits

      Number             Description

         4A              Cognex Corporation 1993 Stock Option Plan, as amended.

         5               Opinion of Hutchins, Wheeler & Dittmar, A Professional
                         Corporation, as to legality of shares being registered
                         and consent of Hutchins, Wheeler &
                         Dittmar, A Professional Corporation.

         23              Consents of Independent Accountants - included in
                         Registration Statement under heading "Consent of
                         Independent Accountants."

    Item 9.  Undertakings

    The undersigned Registrant hereby undertakes the following:

    (a)  The undersigned Registrant hereby undertakes:
<PAGE>
             (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i)       To include any prospectus required by Section
                              10(a)(3) of the Securities Act of 1933;

                   (ii)       To reflect in the  prospectus  any facts or events
                              arising   after   the   effective   date   of  the
                              registration   statement   (or  the  most   recent
                              post-effective     amendment    thereof)    which,
                              individually  or in  the  aggregate,  represent  a
                              fundamental change in the information set forth in
                              the registration statement;

                  (iii)       To include any material  information  with respect
                              to  the  plan  of   distribution   not  previously
                              disclosed  in the  registration  statement  or any
                              material   change  to  such   information  in  the
                              registration statement.

Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

    (b) The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (c)  The  undersigned   registrant  hereby  undertakes,   that,  insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised that in the opinion of the Securities and Exchange Commission
<PAGE>
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
                                   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 Natick, Massachusetts on May 22, 1996.

                                     COGNEX CORPORATION


                                     By /s/ Robert J. Shillman
                                     ------------------------
                                     Robert J. Shillman
                                     President


    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
                                                   Title                                  Date

                                                   <S>                                    <C>
/s/ Robert J. Shillman                             President, Chief                       May 22, 1996
- ------------------------
 Robert J. Shillman                                Executive Officer
                                                   and Chairman of the
                                                   Board of Directors

/s/ John J. Rogers, Jr.                            Executive Vice President,              May 22, 1996
- ------------------------
John J. Rogers, Jr.                                Chief Financial Officer and
                                                   and Treasurer (Principal
                                                   Financial and Accounting
                                                   Officer)
/s/ Reuben Wasserman                               Director                               May 22, 1996
- -------------------------
Reuben Wasserman


/s/ William A. Krivsky                             Director                               May 22, 1996
- -------------------------
William A. Krivsky


- -------------------------                          Director
Patrick J. Sansonetti


/s/ Anthony Sun
- -------------------------                          Director                               May 22, 1996
Anthony Sun
</TABLE>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    EXHIBITS

                                       to

                                    FORM S-8



                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933






                               COGNEX CORPORATION
             (Exact name of registrant as specified in its charter)
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "COGNEX CORPORATION", "secsgml_size_bytes": 19259}]
{"company-data": {"conformed-name": "COGNEX CORP", "cik": "0000851205", "assigned-sic": "3845", "irs-number": "042713778", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04621", "film-number": "96573167"}, "business-address": {"street1": "ONE VISION DR", "city": "NATICK", "state": "MA", "zip": "01760", "phone": "5086503000"}, "mail-address": {"street1": "ONE VISION DRIVE", "city": "NATICK", "state": "MA", "zip": "01760"}}
Registration Number

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           The SECURITIES ACT OF 1933

                               COGNEX CORPORATION
               (Exact name of issuer as specified in its charter)

                            Massachusetts 04-2713778
           State of Incorporation (IRS Employer Identification Number)

               One Vision Drive, Natick, Massachusetts 01760-2059
                    (Address of Principal Executive Offices)

                                 (508) 650-3000
              (Registrant's telephone number, including area code)

                               COGNEX CORPORATION
                             1993 Stock Option Plan
                            (Full title of the Plan)

                        Anthony J. Medaglia, Jr., Esquire
                           Hutchins, Wheeler & Dittmar
                           A Professional Corporation
                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 951-6600
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed
 Title of                                             Maximum              Maximum
Securities                  Amount                   Offering             Aggregate                    Amount of
  to be                     to be                      Price               Offering                   Registration
Registered               Registered(l)               Per Share              Price                         Fee(2)
Common Stock,
par value
$.002 per share           3,000,000 shares            $17.3125            $51,937,500                   $17,910.00
(1)   Also registered  hereunder are such additional  number of shares of common
      stock,  presently  indeterminable,  as may be  necessary  to  satisfy  the
      antidilution  provisions of the Plan to which this Registration  Statement
      relates.

(2)   The  registration  fee has been  calculated on the basis of the average of
      the high and low sale prices on the  National  Association  of  Securities
      Dealers Automated Quotation System ("NASDAQ") on May 21, 1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The Company hereby  incorporates by reference the documents  listed in (a)
through (c) below. In addition,  all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (prior to filing of a  Post-Effective  Amendment  which  indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold)  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and to be a part thereof from the date of filing of such
documents.

      (a) The Company's  latest  annual  report filed  pursuant to Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or the latest  Prospectus  filed
pursuant to Rule 424(b) under the Securities Act of 1933,  which contains either
directly or by incorporation by reference,  audited financial statements for the
Company's latest fiscal year for which such statements have been filed.

      (b) All of the reports  filed  pursuant  to Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
annual report or the Prospectus referred to in (a) above.

      (c) The  description  of the Company's  Common Stock which is contained in
the  Registration  Statement filed by the Company under the Securities  Exchange
Act of 1934, including any amendment or report filed for the purpose of updating
such description.

Item 4.  Description of Securities

      Inapplicable

Item 5.  Interests of Named Experts and Counsel

      The validity of the authorization and issuance of the Common Stock offered
hereby  will be passed upon for the Company by  Hutchins,  Wheeler & Dittmar,  A
Professional Corporation,  Boston, Massachusetts.  Anthony J. Medaglia, Jr., who
is a stockholder of Hutchins, Wheeler & Dittmar, A Professional Corporation,  is
Clerk of the Company.  Mr.  Medaglia owns 48,602 shares of the Company's  Common
Stock.  In addition,  Mr.  Medaglia holds  non-qualified  options to purchase an
aggregate of 22,400 shares of the Company's Common Stock.
Item 6.  Indemnification of Directors and Officers

      Section 67 of Chapter  156B of the  General  Laws of the  Commonwealth  of
Massachusetts provides as follows:

      "Section 67. Indemnification of directors,  officers,  employees and other
agents of a  corporation,  and persons  who serve at its  request as  directors,
officers, employees or other agents of another organization, or who serve at its
request in any  capacity  with  respect to any  employee  benefit  plan,  may be
provided by it to whatever extent shall be specified in or authorized by (i) the
articles of organization or (ii) a by-law adopted by the stockholders or (iii) a
vote  adopted by the  holders of a majority  of the shares of stock  entitled to
vote on the election of  directors.  Except as the articles of  organization  or
by-laws  otherwise  require,  indemnification  of any persons referred to in the
preceding  sentence who are not directors of the  corporation may be provided by
it to the extent authorized by the directors.  Such  indemnification may include
payment by the corporation of expenses incurred in defending a civil or criminal
action or  proceeding  in advance  of the final  disposition  of such  action or
proceeding,  upon receipt of an undertaking  by the person  indemnified to repay
such payment if he shall be  adjudicated  to be not entitled to  indemnification
under this section which  undertaking may be accepted  without  reference to the
financial ability of such person to make repayment. Any such indemnification may
be  provided  although  the person to be  indemnified  is no longer an  officer,
director,  employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan.

      No  indemnification  shall be provided  for any person with respect to any
matter as to which he shall have been  adjudicated in any proceeding not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with  respect  to an  employee  benefit  plan,  in  the  best  interests  of the
participants or beneficiaries of such employee benefit plan.

      The absence of any express provision for  indemnification  shall not limit
any right of indemnification existing independently of this section.

      A  corporation  shall have power to purchase  and  maintain  insurance  on
behalf of any person who is or was a director,  officer, employee or other agent
of the corporation,  or is or was serving at the request of the corporation as a
director,  officer,  employee  or other  agent of another  organization  or with
respect to any employee benefit plan,  against any liability  incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
corporation would have the power to indemnify him against such liability."

      Article VII of the By-laws of the Company provides as follows:
ARTICLE VII

                     Indemnification of Directors and Others

      Section 7.1   Definitions

      For purposes of this Article VII:

      (a) "Director/officer"  means any person who is serving or has served as a
Director,  officer,  employee or other  agent of the  Corporation  appointed  or
elected by the Board of Directors or the stockholders of the Corporation, or who
is serving  or has  served at the  request  of the  Corporation  as a  Director,
officer,  trustee,  principal,  partner,  employee  or other  agent of any other
organization.

      (b) "Proceeding" means any action, suit or proceeding,  civil or criminal,
brought  or  threatened  in or before  any court,  tribunal,  administrative  or
legislative body or agency.

      (c)  "Expense"  means any fine or penalty,  and any  liability  fixed by a
judgment, order, decree or award in a Proceeding,  any amount reasonably paid in
settlement of a Proceeding  and any  professional  fees and other  disbursements
reasonably incurred in connection with a Proceeding.

      Section 7.2   Right to Indemnification

      Except as limited by law or as provided  in  Sections  7.3 and 7.4 of this
Article VII, each Director/officer (and his heirs and personal  representatives)
shall be indemnified by the Corporation  against any Expense  incurred by him in
connection  with  each  Proceeding  in which he is  involved  as a result of his
serving or having served as a Director/officer.

      Section 7.3   Indemnification not Available

      No indemnification shall be provided to a Director/officer with respect to
a Proceeding as to which it shall have been  adjudicated  that he did not act in
good faith in the reasonable belief that his action was in the best interests of
the Corporation.

      Section 7.4   Compromise or Settlement

      In the event that a Proceeding is  compromised  or settled so as to impose
any liability or obligation on a  Director/officer  or upon the Corporation,  no
indemnification  shall be provided as to said  Director/officer  with respect to
such Proceeding if such Director/officer shall have been adjudicated not to have
acted in good  faith in the  reasonable  belief  that his action was in the best
interests of the Corporation.
Section 7.5   Advances

      The Corporation shall pay sums on account of indemnification in advance of
a final  disposition  of a  Proceeding,  upon receipt of an  undertaking  by the
Director/officer to repay such sums if it is subsequently established that he is
not entitled to indemnification  pursuant to Sections 7.3 and 7.4 hereof,  which
undertaking may be accepted without  reference to the financial  ability of such
person to make repayment.

      Section 7.6   Not Exclusive

      Nothing  in  this   Article   VII  shall   limit  any  lawful   rights  to
indemnification existing independently of this Article VII.

      Section 7.7   Insurance

      The  provisions of this Article VII shall not limit the power of the Board
of Directors to authorize the purchase and maintenance of insurance on behalf of
any Director/officer  against any Expense,  whether or not the Corporation would
have the power to indemnify him against such Expense under this Article VII.

      Item 7.  Exemption from Registration Claimed

      Not Applicable.

      Item 8.  Exhibits

      Number             Description

         4A              Cognex Corporation 1993 Stock Option Plan, as amended.

         5               Opinion of Hutchins, Wheeler & Dittmar, A Professional
                         Corporation, as to legality of shares being registered
                         and consent of Hutchins, Wheeler &
                         Dittmar, A Professional Corporation.

         23              Consents of Independent Accountants - included in
                         Registration Statement under heading "Consent of
                         Independent Accountants."

    Item 9.  Undertakings

    The undersigned Registrant hereby undertakes the following:

    (a)  The undersigned Registrant hereby undertakes:
(1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                    (i)       To include any prospectus required by Section
                              10(a)(3) of the Securities Act of 1933;

                   (ii)       To reflect in the  prospectus  any facts or events
                              arising   after   the   effective   date   of  the
                              registration   statement   (or  the  most   recent
                              post-effective     amendment    thereof)    which,
                              individually  or in  the  aggregate,  represent  a
                              fundamental change in the information set forth in
                              the registration statement;

                  (iii)       To include any material  information  with respect
                              to  the  plan  of   distribution   not  previously
                              disclosed  in the  registration  statement  or any
                              material   change  to  such   information  in  the
                              registration statement.

Provided,  however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To  remove  from  registration  by  means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

    (b) The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

    (c)  The  undersigned   registrant  hereby  undertakes,   that,  insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to  directors,  officers  and  controlling  persons of the  registrant
pursuant to the foregoing  provisions,  or otherwise,  the  registrant  has been
advised that in the opinion of the Securities and Exchange Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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 Natick, Massachusetts on May 22, 1996.

                                     COGNEX CORPORATION

                                     By /s/ Robert J. Shillman
                                     ------------------------
                                     Robert J. Shillman
                                     President

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Title                                  Date
/s/ Robert J. Shillman                             President, Chief                       May 22, 1996
- ------------------------
 Robert J. Shillman                                Executive Officer
                                                   and Chairman of the
                                                   Board of Directors

/s/ John J. Rogers, Jr.                            Executive Vice President,              May 22, 1996
- ------------------------
John J. Rogers, Jr.                                Chief Financial Officer and
                                                   and Treasurer (Principal
                                                   Financial and Accounting
                                                   Officer)
/s/ Reuben Wasserman                               Director                               May 22, 1996
- -------------------------
Reuben Wasserman

/s/ William A. Krivsky                             Director                               May 22, 1996
- -------------------------
William A. Krivsky

- -------------------------                          Director
Patrick J. Sansonetti

/s/ Anthony Sun
- -------------------------                          Director                               May 22, 1996
Anthony Sun
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    EXHIBITS

                                       to

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                               COGNEX CORPORATION
             (Exact name of registrant as specified in its charter)