Registration
                                                       Number 333-

                       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, MA 01760
                    (Address of Principal Executive Offices)

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

                               Cognex Corporation
                            1998 Stock Incentive Plan

                      Cognex Corporation 1998 Non-Employee Director
                               Stock Option Plan
                            (Full title of the Plans)

                        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>
                                                         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>    <C>    <C>

Common Stock               4,250,000 shares              $16.125              $68,531,250                  $20,216.72

</TABLE>

(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.   Four million (4,000,000) shares shall be issued
         under the 1998 Stock Incentive Plan.   Two Hundred Fifty Thousand
         (250,000) shares shall be issued under the 1998 Stock Option Plan for
         Non-Employee Directors.

(2)      The  registration fee has been calculated with respect to 67,750,000
         shares registered  on the basis of the average of the high and low 
         sale prices on the Nasdaq National Market on August 4, 1998.


<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(a)
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 by the Company  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 the Clerk of the Company.

Item 6.  Indemnification of Directors and Officers

         The  Massachusetts  General  Corporate Law and the Company's Article of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article 7 of the Amended By-Laws of the Company provides as follows:



<PAGE>



         (a) "Director/officer" means any person who is serving or has served as
a Director,  officer or employee of the Corporation  appointed or elected by the
Board of Directors or the  stockholders  of the  Corporation,  or any  Director,
officer  or  employee  of the  Corporation  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 7, 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  7  shall   limit  any  lawful   rights  to
indemnification existing independently of this Article 7.



<PAGE>




         Section 7.7  Insurance

         The provisions of this Article 7 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 7.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number              Description

             4.1             1998 Non-Employee Director Stock Option Plan 
                             (filed herewith).

             4.2             1998 Stock Incentive Plan (filed herewith)

             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   (filed
                             herewith).

             23              Consent 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 
                                  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.  Notwithstanding the
                                  foregoing, any increase or decrease in volume 
                                  of securities offered (if the total dollar 
                                  value of securities offered would not exceed 
                                  that which was registered) and any deviation 
                                  from the low or high end of the estimated 
                                  maximum offering range may be reflected in the
                                  form of prospectus filed with the Commission 
                                  pursuant to Rule 424(b) if, in the aggregate, 
                                  the changes in volume and price
                                  represent no more than 20 percent change in 
                                  the maximum aggregate offering price set 
                                  forth in the "Calculation of Registration 
                                  Fee" table in the effective registration 
                                  statement;
<PAGE>

                     (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 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 this 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 this
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 Securities Act of
1933  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 of 1933 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 August 6, 1998.

                                        COGNEX CORPORATION


                                     By: /s/Robert J. Shillman
                                         Name:  Robert J. Shillman
                                         Title: 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>

    Signature                                      Title                                             Date
<S>                                                <C>                                        <C>

/s/ Robert J. Shillman                             Director, President                        August 6, 1998
Robert J. Shillman                                 and Chief Executive Officer
                                                   (principal executive officer)


/s/ John Rogers                                    Chief Financial Officer and                August 6, 1998
John Rogers                                        Treasurer (principal financial
                                                   and accounting officer)

/s/William A. Krivsky                              Director                                   August 6, 1998
William A. Krivsky

/s/Reuben Wasserman                                Director                                   August 6, 1998
Reuben Wasserman

/s/Anthony Sun                                     Director                                   August 6, 1998
Anthony Sun

/s/Jerald Fishman                                  Director                                   August 6, 1998
Jerald Fishman

</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)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18323}]
{"company-data": {"conformed-name": "COGNEX CORP", "cik": "0000851205", "assigned-sic": "3823", "irs-number": "042713778", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60807", "film-number": "98678535"}, "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 333-

                       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, MA 01760
                    (Address of Principal Executive Offices)

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

                               Cognex Corporation
                            1998 Stock Incentive Plan

                      Cognex Corporation 1998 Non-Employee Director
                               Stock Option Plan
                            (Full title of the Plans)

                        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               4,250,000 shares              $16.125              $68,531,250                  $20,216.72
(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.   Four million (4,000,000) shares shall be issued
         under the 1998 Stock Incentive Plan.   Two Hundred Fifty Thousand
         (250,000) shares shall be issued under the 1998 Stock Option Plan for
         Non-Employee Directors.

(2)      The  registration fee has been calculated with respect to 67,750,000
         shares registered  on the basis of the average of the high and low 
         sale prices on the Nasdaq National Market on August 4, 1998.
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(a)
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 by the Company  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 the Clerk of the Company.

Item 6.  Indemnification of Directors and Officers

         The  Massachusetts  General  Corporate Law and the Company's Article of
Incorporation and By-Laws allow for  indemnification of the Company's  directors
and  officers  for  liabilities  and  expenses  that  they  may  incur  in  such
capacities.  In general,  directors and officers are indemnified with respect to
actions  taken in good faith in a manner  reasonably  believed  to be in, or not
opposed to, the best interests of the Company,  and with respect to any criminal
action or proceeding,  actions that the  indemnitee  has no reasonable  cause to
believe were unlawful.

         Article 7 of the Amended By-Laws of the Company provides as follows:
(a) "Director/officer" means any person who is serving or has served as
a Director,  officer or employee of the Corporation  appointed or elected by the
Board of Directors or the  stockholders  of the  Corporation,  or any  Director,
officer  or  employee  of the  Corporation  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 7, 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  7  shall   limit  any  lawful   rights  to
indemnification existing independently of this Article 7.
Section 7.7  Insurance

         The provisions of this Article 7 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 7.

         Item 7.  Exemption from Registration Claimed

         Not applicable.

         Item 8.  Exhibits

         Number              Description

             4.1             1998 Non-Employee Director Stock Option Plan 
                             (filed herewith).

             4.2             1998 Stock Incentive Plan (filed herewith)

             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   (filed
                             herewith).

             23              Consent 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 
                                  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.  Notwithstanding the
                                  foregoing, any increase or decrease in volume 
                                  of securities offered (if the total dollar 
                                  value of securities offered would not exceed 
                                  that which was registered) and any deviation 
                                  from the low or high end of the estimated 
                                  maximum offering range may be reflected in the
                                  form of prospectus filed with the Commission 
                                  pursuant to Rule 424(b) if, in the aggregate, 
                                  the changes in volume and price
                                  represent no more than 20 percent change in 
                                  the maximum aggregate offering price set 
                                  forth in the "Calculation of Registration 
                                  Fee" table in the effective registration 
                                  statement;
(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 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 this 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 this
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 Securities Act of
1933  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 of 1933 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 August 6, 1998.

                                        COGNEX CORPORATION

                                     By: /s/Robert J. Shillman
                                         Name:  Robert J. Shillman
                                         Title: 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.

    Signature                                      Title                                             Date
/s/ Robert J. Shillman                             Director, President                        August 6, 1998
Robert J. Shillman                                 and Chief Executive Officer
                                                   (principal executive officer)

/s/ John Rogers                                    Chief Financial Officer and                August 6, 1998
John Rogers                                        Treasurer (principal financial
                                                   and accounting officer)

/s/William A. Krivsky                              Director                                   August 6, 1998
William A. Krivsky

/s/Reuben Wasserman                                Director                                   August 6, 1998
Reuben Wasserman

/s/Anthony Sun                                     Director                                   August 6, 1998
Anthony Sun

/s/Jerald Fishman                                  Director                                   August 6, 1998
Jerald Fishman
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)