As filed with the Securities and Exchange Commission on November 7, 1995
                                                   Registration No. 33-



                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                            

                                Form S-8
                         REGISTRATION STATEMENT
                                 Under
                       THE SECURITIES ACT OF 1933

                                            

                     ROBOTIC VISION SYSTEMS, INC.
         (Exact name of Registrant as specified in its charter)


            Delaware                                  11-2400145
   (State or other jurisdiction of                 (I.R.S. Employer 
    incorporation or organization)               Identification Number)


                          425 Rabro Drive East
                       Hauppauge, New York  11788
                (Address of principal executive offices)


             STOCK OWNERSHIP AND DEFERRED COMPENSATION PLAN
                        (Full title of the Plan)


                        PAT V. COSTA, President
                      Robotic Vision Systems, Inc.
                          425 Rabro Drive East
                       Hauppauge, New York 11788
                             (516) 273-9700
       (Name, address and telephone number, including area code,
                        of agent for service)
                                            

                            with a copy to:

                          IRA I. ROXLAND, Esq.
                      Parker Duryee Rosoff & Haft
                            529 Fifth Avenue
                       New York, New York  10017
                             (212) 599-0500




<TABLE>
<CAPTION>
                   CALCULATION OF REGISTRATION FEE

<S>              <C>            <C>         <C>           <C>
                                 Proposed    Proposed    
                                 Maximum     Maximum
 Title of                        Offering    Aggregate    Amount of
 Securities to    Amount to be   Price Per   Offering     Registration
 be Registered    Registered     Share*      Price*       Fee              
 -------------    ------------   ---------   -----------  ------------       
 Common Stock,      30,000 shs.  $ 23        $ 690,000    $ 237.93
 par value $.01                                  
 per share                                 
- --------------                                  
*  Estimated solely for the purpose of calculating the amount of the 
   registration fee pursuant to Rule 457(h).

</TABLE>


     Pursuant to Rule 429, promulgated under the Securities Act of 1933, the
Prospectus forming a part of this Registration Statement also relates to
100,000 shares of Common Stock of the Registrant issuable upon exercise of
options granted or to be granted pursuant to the Stock Ownership and Deferred
Compensation Plan and initially included in the Registrant's Registration
Statement on Form S-8 (File No. 33-45474), effective on February 3, 1992.
A filing fee of $100 was previously paid with such earlier Registration
Statement.



<PAGE>


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents, filed by Robotic Vision Systems, Inc. (the
          "Registrant") with the Securities and Exchange Commission, are
          incorporated herein by reference and made a part hereof:

          1.   Registrant's Annual Report on Form 10-K/A for the fiscal year
               ended September 30, 1994;

          2.   Registrant's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended December 31, 1994, March 31, 1995 and June 30,
               1995;

          3.   Registrant's Definitive Proxy Statement dated August 9, 1995
               relating to the merger between Registrant and Acuity Imaging,
               Inc.;

          4.   Registrant's Current Report on Form 8-K dated October 3, 1995;

          5.   Registrant's Current Report on Form 8-K dated October 23, 1995;
               and

          6.   Registrant's Registration Statement on Form 8-A (File No. 0-8623)
               containing a description of Registrant's Common Stock, par
               value $.01 per share (the "Common Stock").

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates
that all Common Stock registered hereby has been sold or which deregisters
such Common Stock then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents (such documents, and the documents listed
above, being hereinafter referred to as "Incorporated Documents").  Any
statement contained in an Incorporated Document shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.


Item 4.   Description of Securities.

          The Common Stock of Registrant is registered under Section 12 of
          the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable

Item 6.   Indemnification of Directors and Officers.

          Article SEVENTH of the Certificate of Incorporation of the
Registrant provides with respect to the indemnification of directors and
officers that the Registrant shall indemnify to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law, as amended from time
to time, each person that such Section grants the Registrant power to
indemnify.  Article TENTH of the Certificate of Incorporation of



<PAGE>

the Registrant also provides that no director shall be liable to the
corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except with respect to (1) a breach of the
director's duty of loyalty to the corporation of its stockholders, (2) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) liability under Section 174 of the Delaware
General Corporation Law or (4) a transaction from which the director derived
an improper personal benefit, it being the intention of the foregoing
provision to eliminate the ability of the corporation's directors to the
corporation or its stockholders to the fullest extent permitted by Section
102(b)(7) of Delaware General Corporation Law, as amended from time to time.  

          Section 145 of the Delaware Corporation Law provides, inter alia,
that to the extent a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue or matter therein (hereinafter, a "Proceeding"),
by reason of the fact that he is or was a director, officer, employee or
agent of a corporation or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise (collectively an "Agent"
of the corporation), he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

          Section 145 also provides that a corporation may indemnify any
person who was or is a party or is a party or is threatened to be made a party
to any threatened Proceeding by reason of the fact that he is or was an Agent
of the corporation, against expenses (including attorneys' fees) judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided, however, that in an action by or in the right of the corporation,
the corporation may not indemnify such person in respect of any claim, issue,
or matter as to which he is adjudged to be liable to the corporation unless,
and only to the extent that, the Court of Chancery or the court in which such
proceeding was brought determines that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is reasonably
entitled to indemnity.


Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

     4         Robotic Vision Systems, Inc. Stock Ownership and Deferred
               Compensation Plan

     5         Opinion of Parker Duryee Rosoff & Haft as to the legality of
               the Common Stock registered hereby

     23(a)     Consent of Parker Duryee Rosoff & Haft (Reference is made to
               Exhibit 5 herein)



<PAGE>


     23(b)     Consent of Deloitte & Touche, LLP


Item 9.   Undertakings.

          (a)  The Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made of the securities registered hereby, 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 (the "Securities Act");

               (ii) to reflect in the prospectus any facts or events arising
                    after the effective date of this 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 this
                    Registration Statement; and

              (iii) to include any material information with respect to the
                    plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above 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
Exchange Act that are incorporated by reference in this Registration
Statement.

               (2)  That, for the purpose of determining any liability under
the Securities Act, 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 hereby which remain unsold
at the termination of the offering.

          (b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions of the Certificate of
Incorporation of the Registrant and the provisions of the Delaware law
described under Item 6 above, 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 Securities 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 Securities 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 the Village of Hauppauge, State of New York, on
the 7th day of November, 1995.


                              ROBOTIC VISION SYSTEMS, INC. 


                              By:   /s/ Pat V. Costa                   
                                   Pat V. Costa, President


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.


     Signature          Title                            Date

                        Chairman of the Board
                        President and Director
/s/ Pat V. Costa        (Principal Executive Officer)    November 7, 1995
Pat V. Costa 

                        Executive Vice President,
                        Secretary/Treasurer and
                        Director (Principal Financial
                        Officer and Principal
/s/ Robert H. Walker    Accounting Officer               November 7, 1995
Robert H. Walker

                        Senior Vice President
/s/ Howard Stern        and Director                     November 7, 1995
Howard Stern                                      



                        Director            
Donald F. Domnick


/s/ Jay M. Haft         Director                          November 7, 1995
Jay M. Haft



                        Director            
Frank A. DiPietro 



                        Director            
Mark J. Lerner
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15211}]
{"company-data": {"conformed-name": "ROBOTIC VISION SYSTEMS INC", "cik": "0000225868", "assigned-sic": "3823", "irs-number": "112400145", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64039", "film-number": "95587883"}, "business-address": {"street1": "425 RABRO DR EAST", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5162739700"}, "former-company": {"former-conformed-name": "SOLID PHOTOGRAPHY INC", "date-changed": "19810819"}}
As filed with the Securities and Exchange Commission on November 7, 1995
                                                   Registration No. 33-

                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
                                            

                                Form S-8
                         REGISTRATION STATEMENT
                                 Under
                       THE SECURITIES ACT OF 1933

                                            

                     ROBOTIC VISION SYSTEMS, INC.
         (Exact name of Registrant as specified in its charter)

            Delaware                                  11-2400145
   (State or other jurisdiction of                 (I.R.S. Employer 
    incorporation or organization)               Identification Number)

                          425 Rabro Drive East
                       Hauppauge, New York  11788
                (Address of principal executive offices)

             STOCK OWNERSHIP AND DEFERRED COMPENSATION PLAN
                        (Full title of the Plan)

                        PAT V. COSTA, President
                      Robotic Vision Systems, Inc.
                          425 Rabro Drive East
                       Hauppauge, New York 11788
                             (516) 273-9700
       (Name, address and telephone number, including area code,
                        of agent for service)
                                            

                            with a copy to:

                          IRA I. ROXLAND, Esq.
                      Parker Duryee Rosoff & Haft
                            529 Fifth Avenue
                       New York, New York  10017
                             (212) 599-0500
CALCULATION OF REGISTRATION FEE
Proposed    Proposed    
                                 Maximum     Maximum
 Title of                        Offering    Aggregate    Amount of
 Securities to    Amount to be   Price Per   Offering     Registration
 be Registered    Registered     Share*      Price*       Fee              
 -------------    ------------   ---------   -----------  ------------       
 Common Stock,      30,000 shs.  $ 23        $ 690,000    $ 237.93
 par value $.01                                  
 per share                                 
- --------------                                  
*  Estimated solely for the purpose of calculating the amount of the 
   registration fee pursuant to Rule 457(h).
Pursuant to Rule 429, promulgated under the Securities Act of 1933, the
Prospectus forming a part of this Registration Statement also relates to
100,000 shares of Common Stock of the Registrant issuable upon exercise of
options granted or to be granted pursuant to the Stock Ownership and Deferred
Compensation Plan and initially included in the Registrant's Registration
Statement on Form S-8 (File No. 33-45474), effective on February 3, 1992.
A filing fee of $100 was previously paid with such earlier Registration
Statement.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents, filed by Robotic Vision Systems, Inc. (the
          "Registrant") with the Securities and Exchange Commission, are
          incorporated herein by reference and made a part hereof:

          1.   Registrant's Annual Report on Form 10-K/A for the fiscal year
               ended September 30, 1994;

          2.   Registrant's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended December 31, 1994, March 31, 1995 and June 30,
               1995;

          3.   Registrant's Definitive Proxy Statement dated August 9, 1995
               relating to the merger between Registrant and Acuity Imaging,
               Inc.;

          4.   Registrant's Current Report on Form 8-K dated October 3, 1995;

          5.   Registrant's Current Report on Form 8-K dated October 23, 1995;
               and

          6.   Registrant's Registration Statement on Form 8-A (File No. 0-8623)
               containing a description of Registrant's Common Stock, par
               value $.01 per share (the "Common Stock").

          All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates
that all Common Stock registered hereby has been sold or which deregisters
such Common Stock then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents (such documents, and the documents listed
above, being hereinafter referred to as "Incorporated Documents").  Any
statement contained in an Incorporated Document shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          The Common Stock of Registrant is registered under Section 12 of
          the Exchange Act.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable

Item 6.   Indemnification of Directors and Officers.

          Article SEVENTH of the Certificate of Incorporation of the
Registrant provides with respect to the indemnification of directors and
officers that the Registrant shall indemnify to the fullest extent permitted
by Section 145 of the Delaware General Corporation Law, as amended from time
to time, each person that such Section grants the Registrant power to
indemnify.  Article TENTH of the Certificate of Incorporation of
the Registrant also provides that no director shall be liable to the
corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except with respect to (1) a breach of the
director's duty of loyalty to the corporation of its stockholders, (2) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (3) liability under Section 174 of the Delaware
General Corporation Law or (4) a transaction from which the director derived
an improper personal benefit, it being the intention of the foregoing
provision to eliminate the ability of the corporation's directors to the
corporation or its stockholders to the fullest extent permitted by Section
102(b)(7) of Delaware General Corporation Law, as amended from time to time.  

          Section 145 of the Delaware Corporation Law provides, inter alia,
that to the extent a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue or matter therein (hereinafter, a "Proceeding"),
by reason of the fact that he is or was a director, officer, employee or
agent of a corporation or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise (collectively an "Agent"
of the corporation), he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

          Section 145 also provides that a corporation may indemnify any
person who was or is a party or is a party or is threatened to be made a party
to any threatened Proceeding by reason of the fact that he is or was an Agent
of the corporation, against expenses (including attorneys' fees) judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided, however, that in an action by or in the right of the corporation,
the corporation may not indemnify such person in respect of any claim, issue,
or matter as to which he is adjudged to be liable to the corporation unless,
and only to the extent that, the Court of Chancery or the court in which such
proceeding was brought determines that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is reasonably
entitled to indemnity.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

     4         Robotic Vision Systems, Inc. Stock Ownership and Deferred
               Compensation Plan

     5         Opinion of Parker Duryee Rosoff & Haft as to the legality of
               the Common Stock registered hereby

     23(a)     Consent of Parker Duryee Rosoff & Haft (Reference is made to
               Exhibit 5 herein)
23(b)     Consent of Deloitte & Touche, LLP

Item 9.   Undertakings.

          (a)  The Registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
                    being made of the securities registered hereby, 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 (the "Securities Act");

               (ii) to reflect in the prospectus any facts or events arising
                    after the effective date of this 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 this
                    Registration Statement; and

              (iii) to include any material information with respect to the
                    plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above 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
Exchange Act that are incorporated by reference in this Registration
Statement.

               (2)  That, for the purpose of determining any liability under
the Securities Act, 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 hereby which remain unsold
at the termination of the offering.

          (b)  The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions of the Certificate of
Incorporation of the Registrant and the provisions of the Delaware law
described under Item 6 above, 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 Securities 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 Securities 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 the Village of Hauppauge, State of New York, on
the 7th day of November, 1995.

                              ROBOTIC VISION SYSTEMS, INC. 

                              By:   /s/ Pat V. Costa                   
                                   Pat V. Costa, President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the dates indicated.

     Signature          Title                            Date

                        Chairman of the Board
                        President and Director
/s/ Pat V. Costa        (Principal Executive Officer)    November 7, 1995
Pat V. Costa 

                        Executive Vice President,
                        Secretary/Treasurer and
                        Director (Principal Financial
                        Officer and Principal
/s/ Robert H. Walker    Accounting Officer               November 7, 1995
Robert H. Walker

                        Senior Vice President
/s/ Howard Stern        and Director                     November 7, 1995
Howard Stern                                      

                        Director            
Donald F. Domnick

/s/ Jay M. Haft         Director                          November 7, 1995
Jay M. Haft

                        Director            
Frank A. DiPietro 

                        Director            
Mark J. Lerner