-------------------------------------------------------------------------------

                       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.
                      2002 Incentive Stock Option Plan and
                      2002 Non-Qualified Stock Option Plan
-------------------------------------------------------------------------------
                            (Full title of the Plan)



                                Kenneth M. Darby
                      Chairman and Chief Executive Officer
                             Vicon Industries, Inc.
                                 89 Arkay Drive
                               Hauppauge, NY 11788
-------------------------------------------------------------------------------
                    (Name and Address of Agent for Service)


                                 (631) 952-2288
-------------------------------------------------------------------------------
           Telephone number, including area code, of Agent for Service

<PAGE>


                         CALCULATION OF REGISTRATION FEE


                                Proposed        Proposed
Title of                        maximum         maximum             Amount of
securities to   Amount to       offering price  aggregate          registration
be registered   be registered   per share (2)   offering price(2)      fee
-------------   -------------   --------------  -----------------  ------------
Common Stock    400,000 shares(1)   $3.86         $1,543,947          $195.62



-------------------------------------------------------------------------------


(1)  The maximum  number of shares as to which  options may be granted under the
     Vicon   Industries,   Inc.  2002  Incentive  Stock  Option  Plan  and  2002
     Non-Qualified Stock Option Plan. In addition, pursuant to Rule 416(c) 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)  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 the sum of: (a) the  aggregate of the exercise  prices
     ($1,275,662) of the outstanding  options for 351,221 shares,  plus (b) with
     respect to options for the remaining  48,779 shares  reserved for grant, an
     assumed price of $5.50 per share based upon the average of the high and low
     sale prices of the  Registrant's  Common Shares as reported on the American
     Stock Exchange on June 8, 2004.





<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,  2003,  filed  pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934(the "Exchange Act").

     2. The  Company's  Quarterly  Report  on Form 10-Q for its  quarters  ended
December 31, 2003 and March 31, 2004,  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 Number 2-66511 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.



<PAGE>


     Item 6.     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  provisions,  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
requires 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  Registrant's  Certificate of  Incorporation  is silent with respect to
indemnification  of directors and officers.  The By-laws of the Company  provide
for the  indemnification  of its  directors  and officers to the maximum  extent
provided by law. It is the position of the  Securities  and Exchange  Commission
and  certain  state  securities  administrators  that any  attempt  to limit the
liability of persons  controlling an issuer under the federal securities laws or
state   securities   laws  is   contrary  to  public   policy  and,   therefore,
unenforceable.

     Item 7.     Exemption from Registration Claimed
     ------      -----------------------------------

     Not Applicable


     Item 8.     Exhibits
     ------      --------

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

     Exhibit No.                         Documents
     ----------                          ---------


         4             The Company's 2002 Incentive Stock Option Plan  and 2002
                       Non - Qualified   Stock  Option  Plan  ( incorporated by
                       reference  to the Company's Annual  Report on Form 10- K
                       for   the   fiscal   year  ended  September 30 , 2002 ).

          5            Opinion of Schoeman, Updike & Kaufman, LLP  dated  June
                       10, 2004  as  to   the  legality  of  original  issuance
                       of   shares   of   Common   Stock    being   registered.

         23.1          Consent of KPMG LLP.

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




<page>
     Item 9.     Undertakings
     ------      ------------

    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; (ii) To reflect
in the  prospectus  any facts or events  arising after the effective date of the
registration  statement(or  the most recent  post-effective  amendment  thereto)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the  registration  statement;  and (iii) To include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration  statement;  provided  however,  that paragraphs
A(1)(i) and A(1)(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 Exchange
Act 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
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. 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.



<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 Town of Smithtown, State of New York, on June 10, 2004.


                                           VICON INDUSTRIES, INC.


                                   By:     /s/ Kenneth M. Darby
                                           ---------------------
                                   Name:   Kenneth M. Darby
                                   Title:  Chairman and Chief Executive Officer


                                   By:     /s/ John M. Badke
                                           ---------------------
                                   Name:   John M. Badke
                                   Title:  Senior Vice President, Finance and
                                           Chief Financial Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities on the dates indicated:


Signature                         Title                        Date


/s/ Kenneth M. Darby              Chairman and                 June 10, 2004
-------------------               Chief Executive Officer      ----------------
Kenneth M. Darby


/s/ Clifton H. W. Maloney         Director                     June 10, 2004
---------------------                                           ----------------
Clifton H. W. Maloney


/s/ Peter F. Neumann              Director                     June 10, 2004
--------------------                                           ----------------
Peter F. Neumann


/s/ W. Gregory Robertson          Director                     June 10, 2004
------------------------                                       ----------------
W. Gregory Robertson


/s/ Arthur D. Roche               Director                     June 10, 2004
-------------------                                            ----------------
Arthur D. Roche
[{"type": "S-8", "sequence": "1", "filename": "s-8_052004.txt", "secsgml_size_bytes": 14113}]
{"company-data": {"conformed-name": "VICON INDUSTRIES INC /NY/", "cik": "0000310056", "assigned-sic": "3669", "irs-number": "112160665", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116361", "film-number": "04858042"}, "business-address": {"street1": "89 ARKAY DR", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5169522288"}, "mail-address": {"street1": "89 ARKAY DR", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}}
-------------------------------------------------------------------------------

                       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.
                      2002 Incentive Stock Option Plan and
                      2002 Non-Qualified Stock Option Plan
-------------------------------------------------------------------------------
                            (Full title of the Plan)

                                Kenneth M. Darby
                      Chairman and Chief Executive Officer
                             Vicon Industries, Inc.
                                 89 Arkay Drive
                               Hauppauge, NY 11788
-------------------------------------------------------------------------------
                    (Name and Address of Agent for Service)

                                 (631) 952-2288
-------------------------------------------------------------------------------
           Telephone number, including area code, of Agent for Service
CALCULATION OF REGISTRATION FEE

                                Proposed        Proposed
Title of                        maximum         maximum             Amount of
securities to   Amount to       offering price  aggregate          registration
be registered   be registered   per share (2)   offering price(2)      fee
-------------   -------------   --------------  -----------------  ------------
Common Stock    400,000 shares(1)   $3.86         $1,543,947          $195.62

-------------------------------------------------------------------------------

(1)  The maximum  number of shares as to which  options may be granted under the
     Vicon   Industries,   Inc.  2002  Incentive  Stock  Option  Plan  and  2002
     Non-Qualified Stock Option Plan. In addition, pursuant to Rule 416(c) 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)  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 the sum of: (a) the  aggregate of the exercise  prices
     ($1,275,662) of the outstanding  options for 351,221 shares,  plus (b) with
     respect to options for the remaining  48,779 shares  reserved for grant, an
     assumed price of $5.50 per share based upon the average of the high and low
     sale prices of the  Registrant's  Common Shares as reported on the American
     Stock Exchange on June 8, 2004.
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,  2003,  filed  pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934(the "Exchange Act").

     2. The  Company's  Quarterly  Report  on Form 10-Q for its  quarters  ended
December 31, 2003 and March 31, 2004,  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 Number 2-66511 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.
Item 6.     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  provisions,  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
requires 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  Registrant's  Certificate of  Incorporation  is silent with respect to
indemnification  of directors and officers.  The By-laws of the Company  provide
for the  indemnification  of its  directors  and officers to the maximum  extent
provided by law. It is the position of the  Securities  and Exchange  Commission
and  certain  state  securities  administrators  that any  attempt  to limit the
liability of persons  controlling an issuer under the federal securities laws or
state   securities   laws  is   contrary  to  public   policy  and,   therefore,
unenforceable.

     Item 7.     Exemption from Registration Claimed
     ------      -----------------------------------

     Not Applicable

     Item 8.     Exhibits
     ------      --------

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

     Exhibit No.                         Documents
     ----------                          ---------

         4             The Company's 2002 Incentive Stock Option Plan  and 2002
                       Non - Qualified   Stock  Option  Plan  ( incorporated by
                       reference  to the Company's Annual  Report on Form 10- K
                       for   the   fiscal   year  ended  September 30 , 2002 ).

          5            Opinion of Schoeman, Updike & Kaufman, LLP  dated  June
                       10, 2004  as  to   the  legality  of  original  issuance
                       of   shares   of   Common   Stock    being   registered.

         23.1          Consent of KPMG LLP.

         23.2          Consent of Schoeman, Updike & Kaufman, LLP
                       (included in Exhibit 5).
Item 9.     Undertakings
     ------      ------------

    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; (ii) To reflect
in the  prospectus  any facts or events  arising after the effective date of the
registration  statement(or  the most recent  post-effective  amendment  thereto)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the  registration  statement;  and (iii) To include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration  statement;  provided  however,  that paragraphs
A(1)(i) and A(1)(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 Exchange
Act 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
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. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Smithtown, State of New York, on June 10, 2004.

                                           VICON INDUSTRIES, INC.

                                   By:     /s/ Kenneth M. Darby
                                           ---------------------
                                   Name:   Kenneth M. Darby
                                   Title:  Chairman and Chief Executive Officer

                                   By:     /s/ John M. Badke
                                           ---------------------
                                   Name:   John M. Badke
                                   Title:  Senior Vice President, Finance and
                                           Chief Financial Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities on the dates indicated:

Signature                         Title                        Date

/s/ Kenneth M. Darby              Chairman and                 June 10, 2004
-------------------               Chief Executive Officer      ----------------
Kenneth M. Darby

/s/ Clifton H. W. Maloney         Director                     June 10, 2004
---------------------                                           ----------------
Clifton H. W. Maloney

/s/ Peter F. Neumann              Director                     June 10, 2004
--------------------                                           ----------------
Peter F. Neumann

/s/ W. Gregory Robertson          Director                     June 10, 2004
------------------------                                       ----------------
W. Gregory Robertson

/s/ Arthur D. Roche               Director                     June 10, 2004
-------------------                                            ----------------
Arthur D. Roche