SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549



                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933



                      VICON INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)


             New York                            11-2160665
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

89 Arkay Drive, Hauppauge, New York                   11788
 (Address of Principal Executive Offices)           (Zip Code)


                            VICON INDUSTRIES, INC.
                     1996 Incentive Stock Option Plan and
            1996 Non-Qualified Stock Option Plan for Outside Directors
                           (Full Title of the Plan)



                               Kenneth M. Darby
                     President and Chief Executive Officer
                            Vicon Industries, Inc.
                                89 Arkay Drive
                             Hauppauge, NY   11788
                         (516) 952-2288
   (Name, Address and Telephone Number of Agent for Service)













<PAGE>



                        CALCULATION OF REGISTRATION FEE


                                    Proposed        Proposed
Title of                             maximum         maximum           Amount of
securities to     Amount to        offering price    aggregate         registra-
be registered     be registered    per share (1)  offering price (1)    tion fee

Common Stock,   250,000 shares (2)   $2.9409           $735,219          $223.00
par value
$.01 per share







(1)   Estimated solely for the purpose of calculating the registration fee.
      Proposed maximum aggregate offering price is calculated pursuant to Rule
      457(h)(1) based on:  (1) the aggregate of the exercise prices ($612,188)
      of outstanding options for 219,000 shares, plus (2) with respect to
      options for 31,000 shares reserved for grant, the average of the high and
      low prices of the Common Stock on the American Stock Exchange on June 10,
      1997 ($3.96875).

(2)   The maximum  number of shares as to which options may be granted under the
      Vicon  Industries,  Inc.  1996  Incentive  Stock Option Plan and 1996 Non-
      Qualified Stock Option Plan for Outside Directors.  In addition,  pursuant
      to Rule 416 under the Securities Act of 1933, this registration  statement
      also covers an indeterminate  number of shares as may be required to cover
      possible adjustments under such Plan.





























                                     - 2 -




<PAGE>




                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.   Incorporation of Documents By Reference

      The following  documents filed by Vicon  Industries,  Inc. (the "Company")
with  the  Securities  and  Exchange   Commission  are   incorporated   in  this
Registration Statement by reference:

      1. The  Company's  Annual  Report on Form 10-K for its  fiscal  year ended
September  30,  1996,  filed  pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 (the "Exchange Act").

      2. The  Company's  Quarterly  Reports on Form 10-Q for its quarters  ended
December 31, 1996 and March 31, 1997,  filed  pursuant to Section 13(a) or 15(d)
of the Exchange Act.

      3. The  description  of  the  Common  Stock  contained  in  the  Company's
Registration Statement on Form S-1, SEC File No. 2-66511, filed under Section 12
of the Exchange Act,  including any amendment or report filed for the purpose of
updating such description.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in and to be a part of this  Registration
Statement from the date of filing of such documents.

      Item 4.  Description of Securities

     Not Applicable.

      Item 5.  Interests of Named Experts and Counsel

     Not Applicable.















                                     - 3 -


<PAGE>




      Item 6.  Indemnification of Directors and Officers

      The  Registrant's  Certificate of  Incorporation is silent with respect to
indemnification of directors and officers.

      Article  7 of the New  York  Business  Corporation  Law  provides  for the
indemnification of directors and officers subject to certain limitations.

      Among  other  matters,  the  statute  provides  that  to  be  entitled  to
indemnification  under  the  statutory  provisions,  a  person  who is  sued  or
threatened  to be sued by reason of being a  director  or  officer of a New York
corporation  must  affirmatively  establish  that he acted in good  faith  for a
purpose  which  he  reasonably  believed  to be in  the  best  interests  of the
corporation. The statute required court approval to provide indemnification in a
derivative action under certain circumstances. Additionally, the indemnification
to which  directors,  officers and other  persons  serving the  corporation  are
entitled  excludes  amounts  payable in a derivative  action where the director,
officer or other person is adjudged to be liable to the corporation.

      The  By-laws  of  the  Company  provide  for  the  indemnification  of its
directors and officers to the maximum extent provided by law.

      The  Company's   directors  and  officers  are  insured   against  certain
liabilities for actions taken in such capacities,  but not including liabilities
under the Securities Act of 1933, the Securities Exchange Act of 1934 or similar
state laws relating to any offering of securities.

      Item 7.  Exemption from Registration Claimed

     Not Applicable


















                                     - 4 -



<PAGE>




      Item 8.  Exhibits

      The  following  is a  complete  list of  exhibits  filed as a part of this
registration statement:


      Exhibit No.                   Documents

         5                          Opinion  of  Schoeman,  Marsh & Updike,  LLP
                                    dated June 17,  1997 as to the  legality  of
                                    original  issuance of shares of Common Stock
                                    being
                                    registered.

        23.1                        Consent of KPMG Peat Marwick LLP.

        23.2                        Consent of Schoeman, Marsh & Updike
                                    (included in Exhibit 5).


      Item 9.  Undertakings


      1. The undersigned registrant hereby undertakes to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

      2. The undersigned  registrant  hereby undertakes 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.  The undersigned registrant hereby undertakes 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;

      4. 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  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;

                                     - 5 -



<PAGE>




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

































                                     - 6 -




<PAGE>




                                  SIGNATURES


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
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 Town of  Smithtown,  State of New York, on the 20th of June,
1997.

                                     VICON INDUSTRIES, INC.



                                     By Kenenth M. Darby
                                        Kenneth M. Darby
                                       President and Chief
                                        Executive Officer

June 20, 1997

      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



Kenneth M. Darby       President, Chief
Kenneth M. Darby       Executive Officer,         June 20, 1997
                       and Director               Date


Arthur D. Roche        Executive Vice President,
Arthur D. Roche        Chief Financial Officer,   June 20, 1997
                       and Director               Date


Donald N. Horn          Chairman of the Board     June 20, 1997
--------------------                              -------------
Donald N. Horn                                    Date


Arthur V. Wallace       Director                  June 20, 1997
--------------------                              -------------
Arthur V. Wallace                                 Date


Peter F. Barry          Director                  June 20, 1997
--------------------                              -------------
Peter F. Barry                                    Date




                                     - 7 -


<PAGE>








Michael D. Katz         Director                  June 20, 1997
--------------------                              -------------
Michael D. Katz                                   Date



Milton F. Gidge         Director                  June 20, 1997
--------------------                              -------------
Milton F. Gidge                                   Date



Peter F. Neumann        Director                  June 20, 1997
--------------------                              -------------
Peter F. Neumann                                  Date



Kazuyoshi Sudo          Director                  June 20, 1997
--------------------                              -------------
Kazuyoshi Sudo                                    Date


W. Gregory Robertson    Director                  June 20, 1997
--------------------                              -------------
W. Gregory Robertson                              Date


























                                     - 8 -



<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                      VICON INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)

             New York                            11-2160665
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

89 Arkay Drive, Hauppauge, New York                   11788
 (Address of Principal Executive Offices)           (Zip Code)

                            VICON INDUSTRIES, INC.
                     1996 Incentive Stock Option Plan and
            1996 Non-Qualified Stock Option Plan for Outside Directors
                           (Full Title of the Plan)

                               Kenneth M. Darby
                     President and Chief Executive Officer
                            Vicon Industries, Inc.
                                89 Arkay Drive
                             Hauppauge, NY   11788
                         (516) 952-2288
   (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE

                                    Proposed        Proposed
Title of                             maximum         maximum           Amount of
securities to     Amount to        offering price    aggregate         registra-
be registered     be registered    per share (1)  offering price (1)    tion fee

Common Stock,   250,000 shares (2)   $2.9409           $735,219          $223.00
par value
$.01 per share

(1)   Estimated solely for the purpose of calculating the registration fee.
      Proposed maximum aggregate offering price is calculated pursuant to Rule
      457(h)(1) based on:  (1) the aggregate of the exercise prices ($612,188)
      of outstanding options for 219,000 shares, plus (2) with respect to
      options for 31,000 shares reserved for grant, the average of the high and
      low prices of the Common Stock on the American Stock Exchange on June 10,
      1997 ($3.96875).

(2)   The maximum  number of shares as to which options may be granted under the
      Vicon  Industries,  Inc.  1996  Incentive  Stock Option Plan and 1996 Non-
      Qualified Stock Option Plan for Outside Directors.  In addition,  pursuant
      to Rule 416 under the Securities Act of 1933, this registration  statement
      also covers an indeterminate  number of shares as may be required to cover
      possible adjustments under such Plan.

                                     - 2 -
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.   Incorporation of Documents By Reference

      The following  documents filed by Vicon  Industries,  Inc. (the "Company")
with  the  Securities  and  Exchange   Commission  are   incorporated   in  this
Registration Statement by reference:

      1. The  Company's  Annual  Report on Form 10-K for its  fiscal  year ended
September  30,  1996,  filed  pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934 (the "Exchange Act").

      2. The  Company's  Quarterly  Reports on Form 10-Q for its quarters  ended
December 31, 1996 and March 31, 1997,  filed  pursuant to Section 13(a) or 15(d)
of the Exchange Act.

      3. The  description  of  the  Common  Stock  contained  in  the  Company's
Registration Statement on Form S-1, SEC File No. 2-66511, filed under Section 12
of the Exchange Act,  including any amendment or report filed for the purpose of
updating such description.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in and to be a part of this  Registration
Statement from the date of filing of such documents.

      Item 4.  Description of Securities

     Not Applicable.

      Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

                                     - 3 -
Item 6.  Indemnification of Directors and Officers

      The  Registrant's  Certificate of  Incorporation is silent with respect to
indemnification of directors and officers.

      Article  7 of the New  York  Business  Corporation  Law  provides  for the
indemnification of directors and officers subject to certain limitations.

      Among  other  matters,  the  statute  provides  that  to  be  entitled  to
indemnification  under  the  statutory  provisions,  a  person  who is  sued  or
threatened  to be sued by reason of being a  director  or  officer of a New York
corporation  must  affirmatively  establish  that he acted in good  faith  for a
purpose  which  he  reasonably  believed  to be in  the  best  interests  of the
corporation. The statute required court approval to provide indemnification in a
derivative action under certain circumstances. Additionally, the indemnification
to which  directors,  officers and other  persons  serving the  corporation  are
entitled  excludes  amounts  payable in a derivative  action where the director,
officer or other person is adjudged to be liable to the corporation.

      The  By-laws  of  the  Company  provide  for  the  indemnification  of its
directors and officers to the maximum extent provided by law.

      The  Company's   directors  and  officers  are  insured   against  certain
liabilities for actions taken in such capacities,  but not including liabilities
under the Securities Act of 1933, the Securities Exchange Act of 1934 or similar
state laws relating to any offering of securities.

      Item 7.  Exemption from Registration Claimed

     Not Applicable

                                     - 4 -
Item 8.  Exhibits

      The  following  is a  complete  list of  exhibits  filed as a part of this
registration statement:

      Exhibit No.                   Documents

         5                          Opinion  of  Schoeman,  Marsh & Updike,  LLP
                                    dated June 17,  1997 as to the  legality  of
                                    original  issuance of shares of Common Stock
                                    being
                                    registered.

        23.1                        Consent of KPMG Peat Marwick LLP.

        23.2                        Consent of Schoeman, Marsh & Updike
                                    (included in Exhibit 5).

      Item 9.  Undertakings

      1. The undersigned registrant hereby undertakes to file, during any period
in which  offers or sales are being made,  a  post-effective  amendment  to this
registration  statement to include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement;

      2. The undersigned  registrant  hereby undertakes 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.  The undersigned registrant hereby undertakes 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;

      4. 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  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;

                                     - 5 -
5. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                     - 6 -
SIGNATURES

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
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 Town of  Smithtown,  State of New York, on the 20th of June,
1997.

                                     VICON INDUSTRIES, INC.

                                     By Kenenth M. Darby
                                        Kenneth M. Darby
                                       President and Chief
                                        Executive Officer

June 20, 1997

      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

Kenneth M. Darby       President, Chief
Kenneth M. Darby       Executive Officer,         June 20, 1997
                       and Director               Date

Arthur D. Roche        Executive Vice President,
Arthur D. Roche        Chief Financial Officer,   June 20, 1997
                       and Director               Date

Donald N. Horn          Chairman of the Board     June 20, 1997
--------------------                              -------------
Donald N. Horn                                    Date

Arthur V. Wallace       Director                  June 20, 1997
--------------------                              -------------
Arthur V. Wallace                                 Date

Peter F. Barry          Director                  June 20, 1997
--------------------                              -------------
Peter F. Barry                                    Date

                                     - 7 -
Michael D. Katz         Director                  June 20, 1997
--------------------                              -------------
Michael D. Katz                                   Date

Milton F. Gidge         Director                  June 20, 1997
--------------------                              -------------
Milton F. Gidge                                   Date

Peter F. Neumann        Director                  June 20, 1997
--------------------                              -------------
Peter F. Neumann                                  Date

Kazuyoshi Sudo          Director                  June 20, 1997
--------------------                              -------------
Kazuyoshi Sudo                                    Date

W. Gregory Robertson    Director                  June 20, 1997
--------------------                              -------------
W. Gregory Robertson                              Date

                                     - 8 -