As filed with the Securities and Exchange Commission on October 10, 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)



              AMENDED AND RESTATED 1991 STOCK OPTION 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    
 Title of                        Maximum     Maximum
 Each Class of                   Offering    Aggregate       Amount of
 Securities to    Amount to be   Price Per   Offering        Registration
 be Registered    Registered     Share*      Price*          Fee              
 -------------    ------------   ---------   --------------  ------------       
 Common Stock,    1,375,000 shs.  $20.125    $27,671,875     $9,542.03
 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 
825,000 shares of Common Stock of the Registrant issuable upon exercise of
options granted or to be granted pursuant to the 1991 Stock Option Plan 
(now referred to as the Amended and Restated 1991 Stock Option Plan) and 
initially included in the Registrant's Registration Statement on Form S-8 
(File No. 33-70960), effective on October 27, 1993.  An aggregate filing fee 
of $1,095.70 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; 
               and

          5.   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 




<PAGE>

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         Amended and Restated 1991 Stock Option 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





<PAGE>


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 5th day of October, 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 
Pat V. Costa                  Officer)                 October 5, 1995
 

                              Executive Vice President,
                              Secretary/Treasurer and
                              Director (Principal 
                              Financial Officer and 
/s/ Robert H. Walker          Principal
Robert H. Walker              Accounting Officer       October 5, 1995




/s/ Howard Stern              Senior Vice President
Howard Stern                  and Director             October 5, 1995
                  



                               Director            
Donald F. Domnick




/s/ Jay M. Haft                Director            October 5, 1995
Jay M. Haft



                               Director            
Frank A. DiPietro 



                               Director            
Mark J. Lerner
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15896}]
{"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": "033-63289", "film-number": "95579382"}, "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 October 10, 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)

              AMENDED AND RESTATED 1991 STOCK OPTION 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    
 Title of                        Maximum     Maximum
 Each Class of                   Offering    Aggregate       Amount of
 Securities to    Amount to be   Price Per   Offering        Registration
 be Registered    Registered     Share*      Price*          Fee              
 -------------    ------------   ---------   --------------  ------------       
 Common Stock,    1,375,000 shs.  $20.125    $27,671,875     $9,542.03
 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 
825,000 shares of Common Stock of the Registrant issuable upon exercise of
options granted or to be granted pursuant to the 1991 Stock Option Plan 
(now referred to as the Amended and Restated 1991 Stock Option Plan) and 
initially included in the Registrant's Registration Statement on Form S-8 
(File No. 33-70960), effective on October 27, 1993.  An aggregate filing fee 
of $1,095.70 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; 
               and

          5.   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         Amended and Restated 1991 Stock Option 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 5th day of October, 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 
Pat V. Costa                  Officer)                 October 5, 1995
 

                              Executive Vice President,
                              Secretary/Treasurer and
                              Director (Principal 
                              Financial Officer and 
/s/ Robert H. Walker          Principal
Robert H. Walker              Accounting Officer       October 5, 1995

/s/ Howard Stern              Senior Vice President
Howard Stern                  and Director             October 5, 1995
                  

                               Director            
Donald F. Domnick

/s/ Jay M. Haft                Director            October 5, 1995
Jay M. Haft

                               Director            
Frank A. DiPietro 

                               Director            
Mark J. Lerner