As filed with the Securities and Exchange Commission on June 15, 2000.
                                         Registration No. 333-_____________

                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                       ____________________________

                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ____________________________

                             PPT VISION, INC.
          (Exact name of registrant as specified in its charter)
          Minnesota                                 41-1413345
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                 Identification No.)

                         12988 Valley View Road
                      Eden Prairie, Minnesota 55344
          (Address of principal executive offices and zip code)
                       ____________________________

                            PPT VISION, INC.
                         2000 STOCK OPTION PLAN
                         (Full title of the Plan)
                       ____________________________

                                                  Copy to:
          Joseph C. Christenson, President        Thomas  G.Lovett, IV
          PPT  Vision,  Inc.                      Lindquist  &Vennum P.L.L.P.
          12988 Valley View Road                  4200 IDS Center
          Eden Prairie, Minnesota 55344           Minneapolis, MN 55402
          (952) 996-9500                          (612) 371-3270
          (Name, address and telephone
           number, including area code,
           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     Per Share      Price           Fee

     Common Stock, 500,000 shares  $4.5625 (1)    $2,281,250 (1)   $602.25
     $.10 par value,
     to be issued pursuant
     to PPT Vision, Inc.
     2000 Stock Option Plan

     (1)  Estimated   solely  for  the  purpose  of  determining   the
          registration fee pursuant to Rule 457(c) and (h)  and  based
          upon the closing price of the Company's Common Stock on  the
          Nasdaq National Market on June 9, 2000.

                                  PART I

          Pursuant to Part I of Form S-8, the information required  by
     Items  1  and  2  of  Form S-8 is not filed as  a  part  of  this
     Registration Statement.

                                 PART II

     Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and
     Exchange Commission are hereby incorporated by reference:

          (a)  The  Annual Report of the Company on Form 10-K for  the
               fiscal year ended
               October 31, 1999.

          (b)  The  Quarterly Reports of the Company on Form 10-Q  for
               the quarters ended January 31, 2000 and April 30, 2000;
               the  Definitive Proxy Statement dated February 7,  2000
               for  the  2000 Annual Meeting of Shareholders  held  on
               March 16, 2000.

          (c)  The description the Company's Common Stock as
               set  forth under the caption "Capital  Stock"
               in  the  Company's Registration Statement  on
               Form  S-2,  as  amended (File No.  333-03755)
               filed May 15, 1996.

          All documents subsequently filed by the Company pursuant  to
     Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
     Act  of  1934  prior  to the completion or  termination  of  this
     offering  of  shares  of  Common Stock  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.

     Item 4. Description of Securities.

          The  description of the Company's Common Stock to be offered
     pursuant to this Registration Statement has been incorporated  by
     reference into this Registration Statement as described in Item 3
     of this Part II.

     Item 5. Interests of Named Experts and Counsel.

          Not applicable.

     Item 6. Indemnification of Directors and Officers.

          Section 302A.521 of the Minnesota Statutes and Article 6  of
     the   Company's    Bylaws  require,  among  other   things,   the
     indemnification of persons made or threatened to be made a  party
     to a proceeding by reason of acts or omissions performed in their
     official  capacity as an officer, director, employee or agent  of
     the  Company  against judgments, penalties and  fines  (including
     attorneys'  fees)  if  such person is not otherwise  indemnified,
     acted  in  good  faith, received no improper benefit,  reasonably
     believed  that  such  conduct was in the best  interests  of  the
     Company, and, in the case of criminal proceedings, had no  reason
     to  believe  the  conduct  was unlawful.   In  addition,  Section
     302A.521, subd. 3, of the Minnesota Statutes requires payment  by
     the  Company,  upon  written request, of reasonable  expenses  in
     advance  of final disposition in certain instances if a  decision
     as  to  required  indemnification  is  made  by  a  disinterested
     majority of the Board of Directors present at a meeting at  which
     a  disinterested quorum is present, or by a designated  committee
     of the Board, by special legal counsel, by the shareholders or by
     a court.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit

     4.1  PPT Vision, Inc. 2000 Stock Option Plan
     5.1  Opinion of Lindquist & Vennum P.L.L.P.
     23.1  Consent  of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
     23.2 Consent of Price Waterhouse, LLP
     24.1 Power of Attorney (included on signature page)

Item 9. Undertakings.

(a)  The Company hereby undertakes to:

     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  registration
statement:

          (i)   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)   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  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.

(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  connected  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.

                           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 City of Eden Prairie, State of Minnesota, on June 15, 2000.

                         PPT VISION, INC.

                         By /s/ Joseph C. Christenson
                         Joseph C. Christenson President and
                         Chief Executive Officer


                       POWER OF ATTORNEY

     The  undersigned officers and directors of PPT Vision,  Inc.
hereby constitute and appoint Joseph C. Christenson with power to
act  as our true and lawful attorney-in-fact and agent, with full
power  of  substitution and resubstitution, for  us  and  in  our
stead,  in  any and all capacities to sign any and all amendments
(including   post-effective  amendments)  to  this   Registration
Statement  and all documents relating thereto, and  to  file  the
same,   with  all  exhibits  thereto,  and  other  documents   in
connection   therewith,   with  the   Securities   and   Exchange
Commission,  granting unto said attorney-in-fact and agent,  full
power  and  authority to do and perform each and  every  act  and
thing  necessary  or  advisable to  be  done  in  and  about  the
premises, as fully to all intents and purposes as he or she might
or  could do in person, hereby ratifying and confirming all  that
said  attorney-in-fact and agent, or his or her substitutes,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
as  amended, this registration statement has been signed below by
the  following persons in the capacities indicated  on  June  15,
2000.

Signature

  /s/ Joseph C. Christenson
Joseph C. Christenson, President,
Director (Principal Executive Officer)

  /s/ Larry G. Paulson
Larry G. Paulson, Vice President and
Chief Technology Officer, Director

  /s/ Bruce C. Huber
Bruce C. Huber, Director

  /s/ David Malmberg
David Malmberg, Director

  /s/ Peter R. Peterson
Peter R. Peterson, Director

  /s/ Richard R. Peterson
Richard R. Peterson, Chief Financial
Officer (Principal Accounting Officer)

                                                      EXHIBIT 4.1


                        PPT VISION, INC.
                     2000 STOCK OPTION PLAN


     1.   Purpose.  The purpose of the PPT Vision, Inc. 2000 Stock
Option  Plan  is to provide a continuing, long-term incentive  to
selected   eligible  officers,  directors,  key   employees   and
consultants of PPT Vision, Inc. (the "Corporation")  and  of  any
subsidiary corporation of the Corporation (the "Subsidiary"),  as
herein  defined;  to  provide a means  of  rewarding  outstanding
performance;  and  to  enable  the  Corporation  to  maintain   a
competitive   position  to  attract  and  retain  key   personnel
necessary for continued growth and profitability.

     2.   Definitions.  The following words and phrases as used herein
shall have the meanings set forth below:

          1.   "Board" shall mean the Board of Directors of the Corporation
     as it may be comprised from time to time.

          2.   "Change in Control" shall mean the time at which any entity,
     person or group (other than the Corporation, any subsidiary of
     the Corporation or any savings, pension or other benefit plan for
     the  benefit  of  any  employees of the Corporation  or  its
     subsidiaries) which prior to such time beneficially owned less
     than twenty percent (20%) of the then outstanding Common Stock
     acquires such additional shares of Common Stock in one or more
     transactions, or a series of transactions, such that following
     such transaction or transactions such entity, person or group
     beneficially owns, directly or indirectly, twenty percent (20%),
     or more, of the outstanding Common Stock.  Notwithstanding the
     foregoing, a Change in Control shall not be deemed to occur with
     respect to the ownership by P. R. Peterson until he beneficially
     owns, directly or indirectly thirty percent (30%) or more of the
     outstanding common stock.

          3.   "Code" shall mean the Internal Revenue Code of 1986, as
     amended from time to time or any successor statute.

          4.   "Committee" shall mean a committee of the Board as may be
     designated by the Board, from time to time, for the purpose of
     administering this plan as contemplated by Article 4 hereof.  If
     at any time no Committee shall be in office, then the functions
     of the Committee specified in the Plan shall be exercised by the
     Board.

          5.   "Common Stock" shall mean the common stock, $.10 par value,
     of the Corporation.

          6.   "Consultant" means any person, including an advisor, engaged
     by the Corporation or any Parent Corporation or Subsidiary of the
     Corporation to render services, who is not an employee of the
     Corporation  or  any  Parent Corporation  of  Subsidiary  of
     Corporation.

          7.   "Corporation" shall mean PPT Vision, Inc., a Minnesota
     corporation.

          8.   "Non-Employee Directors" shall mean a "Non-Employee
     Director"  within the meaning of Rule 16b-3(b)(3) under  the
     Securities Exchange Act, as amended, or any successor rule.

          9.   "Fair Market Value" of any security on any given date shall
     be determined by the Committee as follows:  (a) if the security
     is  listed  for  trading on one or more national  securities
     exchanges, or is traded on the Nasdaq National Market System or
     the Nasdaq Small Cap Market, the last reported sales price on the
     principal such exchange or Nasdaq System on the date in question,
     or if such security shall not have been traded on such principal
     exchange on such date, the last reported sales price on such
     principal exchange or the Nasdaq System on the first day prior
     thereto on which such security was so traded; or (b) if  the
     security  is not listed for trading on a national securities
     exchange or the Nasdaq System, but is traded in the over-the-
     counter market, including the Nasdaq OTC Bulletin Board System,
     closing bid price for such security on the date in question, or
     if there is no such bid price for such security on such date, the
     closing bid price on the first day prior thereto on which such
     price existed; or (c) if neither (a) nor (b) is applicable, by
     any means deemed fair and reasonable by the Committee, which
     determination shall be final and binding on all parties.

          10.  "Incentive Stock Option" shall mean any stock option granted
     pursuant to this Plan as an "incentive stock option" within the
     meaning of Section 422 of the Code.

          11.  "Non-Qualified Stock Option" shall mean any stock option
     granted pursuant to this Plan that is not an Incentive Stock
     Option.

          12.  "Option" shall mean any stock option granted pursuant to
     this Plan, whether an Incentive Stock Option or a Non-Qualified
     Stock Option.

          13.  "Optionee" shall mean any person who is the holder of an
     Option granted pursuant to this Plan.

          14.  "Outside Director" shall mean a director who (a) is not a
     current  employee  of the Corporation or any  member  of  an
     affiliated group which includes the Corporation; (b) is not a
     former employee of the Corporation who receives compensation for
     prior  services  (other than benefits under a  tax-qualified
     retirement plan) during the taxable year; (c) has not been an
     officer of the Corporation; (d) does not receive remuneration
     from the Corporation, either directly or indirectly, in  any
     capacity other than as a director, except as otherwise permitted
     under Code Section 162(m) and regulations thereunder.  For this
     purpose, remuneration includes any payment in exchange for goods
     or services.  This definition shall be further governed by the
     provisions of Code Section 162(m) and regulations promulgated
     thereunder.

          15.  "Plan" shall mean this 2000 Stock Option Plan of the
     Corporation.

          16.  "Subsidiary" shall mean any corporation (other than the
     Corporation) which at the time qualifies as a subsidiary of the
     Corporation under Section 425(f) of the Code.

          17.  "Tax Date" shall mean the date on which the amount of tax to
     be withheld is determined under the Code.

     3.   Shares Available Under Plan.  The number of shares which may
          be  issued pursuant to Options granted under this Plan shall  not
          exceed  500,000  shares of the Common Stock of  the  Corporation;
          provided, however, that shares which become available as a result
          of  canceled,  unexercised, lapsed or terminated Options  granted
          under  this  Plan  shall be available for  issuance  pursuant  to
          Options  subsequently granted under this Plan under a  stock  for
          stock exercise of a stock option or the withholding of stock  for
          the payment of taxes, only the net number of shares issued to the
          optionee  shall  be  used  to  calculate  the  number  of  shares
          remaining  for  distribution under the Plan.  The  shares  issued
          upon  exercise  of  Options  granted  under  this  Plan  may   be
          authorized  and unissued shares or shares previously acquired  or
          to be acquired by the Corporation.

     4.   Administration.

          4.1.  The Plan will be administered by the Board  or  a
     Committee  of at least two directors, all of whom  shall  be
     Outside Directors and Non-Employee Directors.  The Committee
     may  be a subcommittee of the Compensation Committee of  the
     Board.

          4.2. The Committee will have plenary authority, subject
     to  provisions of the Plan, to determine when  and  to  whom
     Options will be granted, the term of each Option, the number
     of  shares covered by it, the participation by the  Optionee
     in  other plans, and any other terms or conditions  of  each
     Option.  The Committee shall determine with respect to  each
     grant  of  an Option whether a participant shall receive  an
     Incentive Stock Option or a Non-Qualified Stock Option.  The
     number  of  shares,  the  term  and  the  other  terms   and
     conditions  of a particular kind of Option need not  be  the
     same,  even  as  to Options granted at the same  time.   The
     Committee's  recommendations  regarding  Option  grants  and
     terms and conditions thereof will be conclusive.

          4.3.  The  Committee will have the sole  responsibility
     for  construing and interpreting the Plan, for  establishing
     and amending any rules and regulations as it deems necessary
     or  desirable for the proper administration of the Plan, and
     for  resolving  all questions arising under the  Plan.   Any
     decision or action taken by the Committee arising out of  or
     about  the construction, administration, interpretation  and
     effect of the Plan and of its rules and regulations will, to
     the   extent  permitted  by  law,  be  within  its  absolute
     discretion,   except  as  otherwise  specifically   provided
     herein, and will be conclusive and binding on all Optionees,
     all successors, and any other person, whether that person is
     claiming under or through any Optionee or otherwise.

          4.4. The Committee will designate one of its members as
     chairman.  It will hold its meetings at the times and places
     as  it  may  determine.   A majority  of  its  members  will
     constitute a quorum, and all determinations of the Committee
     will   be   made   by  a  majority  of  its  members.    Any
     determination reduced to writing and signed by  all  members
     will  be  fully  as effective as if it had been  made  by  a
     majority  vote  at  a  meeting duly called  and  held.   The
     Committee may appoint a secretary, who need not be a  member
     of  the  Committee, and may make such rules and  regulations
     for the conduct of its business as it may deem advisable.

          4.5. No member of the Committee will be liable, in  the
     absence  of bad faith, for any act or omission with  respect
     to  his services on the Committee.  Service on the Committee
     will  constitute service as a member of the Board,  so  that
     the   members   of  the  Committee  will  be   entitled   to
     indemnification and reimbursement as Board members  pursuant
     to its Bylaws.

          4.6.  The Committee will regularly inform the Board  as
     to its actions with respect to all Options granted under the
     Plan and the terms and conditions and any such Options in  a
     manner,  at  any  times, and in any form as  the  Board  may
     reasonably request.

          4.7.  Any  other provision of the Plan to the  contrary
     notwithstanding, the Committee is authorized  to  take  such
     action  as  it,  in  its discretion, may deem  necessary  or
     advisable  and fair and equitable to Optionees in the  event
     of:   a  Change  in  Control of the Corporation;  a  tender,
     exchange or similar offer for all or any part of the  Common
     Stock  made by any entity, person or group (other  than  the
     Corporation,  any  Subsidiary  of  the  Corporation  or  any
     savings,  pension or other benefit plan for the  benefit  of
     employees of the Corporation or its Subsidiaries); a  merger
     of  the Corporation into, a consolidation of the Corporation
     with,  or  an  acquisition  of the  Corporation  by  another
     corporation;  or a sale or transfer of all or  substantially
     all  of  the  Corporation's assets.   Such  action,  in  the
     Committee's discretion, may include (but shall not be deemed
     limited  to):  establishing, amending or waiving the  forms,
     terms,  conditions or duration of Options so as  to  provide
     for   earlier,  later,  extended  or  additional  terms  for
     exercise   of  the  whole,  or  any  installment,   thereof;
     alternate  forms  of  payment; or other modifications.   The
     Committee may take any such actions pursuant to this Section
     4.7   by   adopting   rules   or  regulations   of   general
     applicability to all Optionees, or to certain categories  of
     Optionees:  by  amending or waiving terms and conditions  in
     stock option agreements; or by taking action with respect to
     individual  Optionees.   The Committee  may  take  any  such
     actions before or after the public announcement of any  such
     Change  in  Control, tender offer, exchange  offer,  merger,
     consolidation, acquisition or sale or transfer of assets.

     5.   Participants.

          5.1.  Participation in this Plan shall  be  limited  to
     officers  and  regular full-time executive,  administrative,
     professional,  production  and technical  employees  of  the
     Corporation  or  of  a  Subsidiary, or  Consultants  of  the
     Corporation or of a Subsidiary and to all Directors  of  the
     Company.

          5.2.  Subject to other provisions of this Plan, Options
     may  be  granted to the same participants on more  than  one
     occasion.

          5.3.  The  Committee's  determination  under  the  Plan
     including, without limitation, determination of the  persons
     to  receive  Options,  the form, amount  and  type  of  such
     Options, and the terms and provisions of Options need not be
     uniform and may be made selectively among otherwise eligible
     participants, whether or not the participants are  similarly
     situated.

          5.4   No  person shall receive Options under this  Plan
     which  exceed 50,000 shares during any fiscal  year  of  the
     Corporation.
     6.   Terms and Conditions.

          6.1.  Each  Option  granted under  the  Plan  shall  be
     evidenced by a written agreement, which shall be subject  to
     the  provisions  of this Plan and to such  other  terms  and
     conditions as the Corporation may deem appropriate.

          6.2. Each Option agreement shall specify the period for
     which  the Option thereunder is granted (which in  no  event
     shall  exceed ten years from the date of the grant  for  any
     Option  granted  pursuant to Section  6.3(a)  hereof,  seven
     years from the date of grant for any Option granted pursuant
     to  6.3(b) hereof and ten years and one day from the date of
     grant  for any Option designated by the Committee as a  Non-
     Qualified  Stock Option) and shall provide that  the  Option
     shall  expire at the end of such period; provided,  however,
     the term of each Option shall be subject to the power of the
     Committee,  among other things, to accelerate  or  otherwise
     adjust the terms for exercise of Options pursuant to Section
     4.7  hereof  in the event of the occurrence of  any  of  the
     events set forth therein.

          6.3.  The  exercise price per share shall be determined
     by  the  Committee  at  the  time  any  Option  is  granted;
     provided, however, that in no event shall the exercise price
     per share purchasable under a Non-Qualified Stock Option  be
     less  than 85% of the Fair Market Value of the Common  Stock
     of  the Corporation on the date the Option is granted,  and,
     if  the  Option  is  an  Incentive Stock  Option,  shall  be
     determined as follows:

               (a)  For employees who do not own stock possessing
          more  than  ten  percent (10%) of  the  total  combined
          voting power of all classes of stock of the Corporation
          or  of  any  Subsidiary,  the  Incentive  Stock  Option
          exercise  price per share shall not be  less  than  one
          hundred  percent  (100%) of Fair Market  Value  of  the
          Common  Stock of the Corporation on the date the Option
          is granted, as determined by the Committee.

               (b)   For employees who own stock possessing  more
          than  ten  percent (10%) of the total  combined  voting
          power of all classes of stock of the Corporation or  of
          any  Subsidiary,  the Incentive Stock  Option  exercise
          price per share shall not be less than one hundred  ten
          percent  (110%) of the Fair Market Value of the  Common
          Stock  of  the  Corporation on the date the  Option  is
          granted, as determined by the Committee.

          6.4. The aggregate Fair Market Value (determined as  of
     the  time  the Option is granted) of the Common  Stock  with
     respect  to which an Incentive Stock Option under this  Plan
     or  any other plan of the Corporation or its Subsidiaries is
     exercisable  for  the first time by an Optionee  during  any
     calendar year shall not exceed $100,000.

          6.5.  An  Option shall be exercisable at such  time  or
     times, and with respect to such minimum number of shares, as
     may  be  determined by the Corporation at the  time  of  the
     grant.   The  Option agreement may require, if so determined
     by  the  Corporation,  that no part of  the  Option  may  be
     exercised  until  the Optionee shall have  remained  in  the
     employ of the Corporation or of a Subsidiary for such period
     after the date of the Option as the Corporation may specify.
     Notwithstanding   the   foregoing   and   subject   to   the
     discretionary  acceleration  rights  of  the  Committee,  an
     Option granted to a director, officer or 10% shareholders of
     the Corporation shall not be exercisable for a period of six
     (6) months unless the Option has been approved by the Board,
     the Committee or the shareholders of the Corporation.

          6.6.  The Corporation may prescribe the form of  legend
     which shall be affixed to the stock certificate representing
     shares  to be issued and the shares shall be subject to  the
     provisions  of  any repurchase agreement or other  agreement
     restricting  the sale or transfer thereof.  Such  agreements
     or   restrictions   shall  be  noted  on   the   certificate
     representing the shares to be issued.

     7.   Exercise of Option.

          7.1.  Each  exercise  of an Option  granted  hereunder,
     whether  in  whole  or in part, shall be by  written  notice
     thereof,  delivered to the Secretary of the Corporation  (or
     such  other  person as he may designate).  The notice  shall
     state the number of shares with respect to which the Options
     are  being exercised and shall be accompanied by payment  in
     full  for the number of shares so designated.  Shares  shall
     be  registered  in  the  name of  the  Optionee  unless  the
     Optionee otherwise directs in his or her notice of election.

          7.2.  Payment  shall be made to the Corporation  either
     (i)  in cash, including certified check, bank draft or money
     order,  (ii)  at  the  discretion  of  the  Corporation,  by
     delivering Common Stock of the Corporation already owned  by
     the participant, (iii) at the discretion of the Corporation,
     by  delivering a promissory note, containing such terms  and
     conditions  acceptable  to the Corporation,  for  all  or  a
     portion of the purchase price of the shares so purchased, or
     a  combination of (i), (ii) and (iii).  With respect to (ii)
     the  Fair  Market  Value  of stock  so  delivered  shall  be
     determined as of the date immediately preceding the date  of
     exercise.

          7.3. Upon notification of the amount due and prior  to,
     or  concurrently  with, the delivery to the  Optionee  of  a
     certificate  representing any shares purchased  pursuant  to
     the  exercise of an Option, the Optionee shall promptly  pay
     to   the   Corporation  any  amount  necessary  to   satisfy
     applicable   federal,   state  or  local   withholding   tax
     requirements.

          7.4.  If the terms of an Option so permit, an Optionee,
     other  than a member of the Committee, may elect by  written
     notice  to  the Secretary of the Corporation (or such  other
     person as he may designate), to satisfy the withholding  tax
     requirements  associated with the exercise of an  Option  by
     authorizing  the Corporation to retain from  the  number  of
     shares  of  Common Stock that would otherwise be deliverable
     to  the  Optionee that number of shares having an  aggregate
     Fair  Market Value on the Tax Date equal to the tax  payable
     by  the Optionee under Section 7.3.  Any such election shall
     be  in  accordance with, and subject to, applicable tax  and
     securities  laws,  and regulations and rulings  and  in  the
     event  shares  are  withheld, the amount  withheld  may  not
     exceed   the  minimum  required  federal,  state  and   FICA
     withholding  amounts.  Where shares are  transferred  to  an
     Optionee prior to the Tax Date, the Optionee shall agree  in
     any  such election to surrender that number of shares having
     an  aggregate Fair Market Value on the Tax Date equal to the
     tax payable by the Optionee under Section 7.3.  In addition,
     any  election  to  have  shares withheld  pursuant  to  this
     Section 7.4 will be irrevocable by the Optionee and will  in
     any event be subject to the disapproval of the Committee.

     8.   Adjustments of Option Stock.  In case the shares issuable
          upon  exercise of any Option granted under the Plan at  any  time
          outstanding shall be subdivided into a greater or combined into a
          lesser number of shares (whether with or without par value),  the
          number  of  shares  purchasable  upon  exercise  of  such  Option
          immediately prior thereto shall be adjusted so that the  Optionee
          shall  be entitled to receive a number of shares which he or  she
          would  have  owned  or have been entitled to  receive  after  the
          happening   of   such  event  had  such  Option  been   exercised
          immediately  prior  to  the  happening  of  such  subdivision  or
          combination or any record date with respect thereto.   An  adjust
          ment  made  pursuant  to  this paragraph shall  become  effective
          immediately  after  the  effective date of  such  subdivision  or
          combination  retroactive to the record date,  if  any,  for  such
          subdivision or combination.  The Option price (as such amount may
          have theretofore been adjusted pursuant to the provisions hereof)
          shall  be  adjusted  by multiplying the Option price  immediately
          prior to the adjustment of the number of shares purchasable under
          the  Option  by a fraction, of which the numerator shall  be  the
          number of shares purchasable upon the exercise of the Option
          immediately  prior  to such adjustment, and of which the
          denominator shall   be  the  number  of  shares  so  purchasable
          immediately thereafter.   Substituted shares of stock shall be deemed
          shares under Section 3 of the Plan.

     9.   Assignments.  Any Option granted under this Plan shall be
exercisable  only by the Optionee to whom granted during  his  or
her   lifetime  and  shall  not  be  assignable  or  transferable
otherwise   than  by  will  or  by  the  laws  of   descent   and
distribution.    Notwithstanding the foregoing, the Board or  the
Committee may, in its discretion, determine that an Option may be
exercised by a person other than the Optionee and that an  Option
may  be  transferable based on he tax and federal securities  law
considerations then in effect for such Options.

     10.  Severance; Death; Disability.  An Option shall terminate,
and  no rights thereunder may be exercised, if the person to whom
it  is granted ceases to be employed by the Corporation or  by  a
Subsidiary except that:

          10.1.      If  the employment of the Optionee is  termi
     nated  by  any  reason  other  than  his  or  her  death  or
     disability,  the  Optionee may at any time within  not  more
     than   three  months  after  termination  of  his   or   her
     employment,  exercise his or her Option rights but  only  to
     the extent they were exercisable by the Optionee on the date
     of  termination of his or her employment; provided, however,
     that  if the employment is terminated by deliberate, willful
     or  gross  misconduct as determined by  the  Committee,  all
     rights under the Option shall terminate and expire upon such
     termination.

          10.2.      If the Optionee dies while in the employ  of
     the  Corporation or a Subsidiary, or within  not  more  than
     three months after termination of his or her employment, the
     Optionee's rights under the Option may be exercised  at  any
     time  within  one year following such death by  his  or  her
     personal representative or by the person or persons to  whom
     such  rights under the Option shall pass by will or  by  the
     laws  of  descent and distribution, but only to  the  extent
     they were exercisable by the Optionee on the date of death.

          10.3.      If  the employment of the Optionee is  termi
     nated because of permanent disability, the Optionee, or  his
     or her legal representative, may at any time within not more
     than  one  year after termination of his or her  employment,
     exercise  his  or her Option rights but only to  the  extent
     they  were  exercisable  by the  Optionee  on  the  date  of
     termination of his or her employment.
          10.4.       Notwithstanding   anything   contained   in
     Sections  10.1,  10.2  and 10.3 to the contrary,  no  Option
     rights  shall be exercisable by anyone after the  expiration
     of the term of the Option.

          10.5.       Transfers   of   employment   between   the
     Corporation and a Subsidiary, or between Subsidiaries,  will
     not constitute termination of employment for purposes of any
     Option  granted under this Plan.  The Committee may  specify
     in  the  terms  and  conditions of  an  Option  whether  any
     authorized  leave  of  absence or absence  for  military  or
     government  service or for any other reasons will constitute
     a  termination of employment for purposes of the Option  and
     the Plan.

     11.  Rights of Participants.  Neither the participant nor the
personal  representatives, heirs, or legatees of such participant
shall be or have any of the rights or privileges of a shareholder
of  the Corporation in respect of any of the shares issuable upon
the  exercise  of  an Option granted under this Plan  unless  and
until  certificates  representing such  shares  shall  have  been
issued  and  delivered to the participant  or  to  such  personal
representatives, heirs or legatees.

     12.  Securities Registration.  If any law or regulation of the
Securities  and Exchange Commission or of any other  body  having
jurisdiction shall require the Corporation or the participant  to
take  any  action in connection with the exercise of  an  Option,
then   notwithstanding  any  contrary  provision  of  an   Option
agreement or this Plan, the date for exercise of such Option  and
the delivery of the shares purchased thereunder shall be deferred
until the completion of the necessary action.  In the event  that
the  Corporation  shall deem it necessary,  the  Corporation  may
condition  the grant or exercise of an Option granted under  this
Plan  upon  the  receipt of a satisfactory certificate  that  the
Optionee  is  acquiring  the Option or  the  shares  obtained  by
exercise  of the Option for investment purposes and not with  the
view  or intent to resell or otherwise distribute such Option  or
shares.   In  such  event, the stock certificate evidencing  such
shares   shall  bear  a  legend  referring  to  applicable   laws
restricting  transfer  of such shares.  In  the  event  that  the
Corporation  shall  deem  it  necessary  to  register  under  the
Securities  Act  of  1933, as amended, or  any  other  applicable
statute,  any  Options or any shares with  respect  to  which  an
Option shall have been granted or exercised, then the participant
shall  cooperate with the Corporation and take such action as  is
necessary to permit registration or qualification of such Options
or shares.

     13.  Duration and Amendment.

          13.1.      There  is  no  express limitation  upon  the
     duration of the Plan, except for the requirement of the Code
     that all Incentive Stock Options must be granted within  ten
     years   from   the  date  the  Plan  is  approved   by   the
     shareholders.

          13.2.     The Board may terminate or may amend the Plan
     at  any  time,  provided, however, that the Board  may  not,
     without approval of the shareholders of the Corporation, (i)
     increase  the  maximum number of shares as to which  options
     may  be granted under the Plan, (ii) permit the granting  of
     Incentive  Stock Options at less than 100%  of  Fair  Market
     Value  at  time of grant, or (iii) permit any  change  which
     results  in  any repricing of any award or option heretofore
     granted hereunder.

     14.  Approval of Shareholders.  This Plan expressly is subject to
approval  of holders of a majority of the outstanding  shares  of
Common Stock of the Corporation, and if it is not so approved  on
or before one year after the date of adoption of this Plan by the
Board,  the  Plan  shall not come into effect,  and  any  Options
granted pursuant to this Plan shall be deemed canceled.

     15.  Conditions of Employment.  The granting of an Option to a
participant  under this Plan who is an employee shall  impose  no
obligation on the Corporation to continue the employment  of  any
participant  and  shall not lessen or affect  the  right  of  the
Corporation to terminate the employment of the participant.

     16.  Other Options.  Nothing in the Plan will be construed to
limit  the authority of the Corporation to exercise its corporate
rights  and powers, including, by way of illustration and not  by
way  of  limitation,  the  right  to  grant  options  for  proper
corporate purposes otherwise than under the Plan to any  employee
or  any  other person, firm, corporation, association,  or  other
entity, or to grant Options to, or assume Options of, any  person
for the acquisition by purchase, lease, merger, consolidation, or
otherwise, of all or any part of the business and assets  of  any
person, firm, corporation, association, or other entity.

     Adopted by Board of Directors December 22, 1999
     Approved by Shareholders March 16, 2000
                                                      EXHIBIT 5.1




                         June 15, 2000
PPT Vision, Inc.
12988 Valley View Road
Eden Prairies, MN 55344

     Re:  Opinion of Counsel as to Legality of 500,000 shares  of
     Common Stock to be
          Registered under the Securities Act of 1933

Ladies and Gentlemen:

     This   opinion   is   furnished  in  connection   with   the
registration  under the Securities Act of 1933  on  Form  S-8  of
500,000 shares of Common Stock, $.10 par value per share, of  PPT
Vision,  Inc.,  (the  "Company") offered to officers,  directors,
employees  and  consultants of the Company  or  its  subsidiaries
pursuant  to  the  PPT Vision, Inc. 2000 Stock Option  Plan  (the
"Plan").

     As general counsel for the Company, we advise you that it is
our  opinion,  based on our familiarity with the affairs  of  the
Company and upon our examination of pertinent documents, that the
500,000  shares  of  Common  Stock to  be  offered  to  officers,
directors  and employees under the Plan will, when paid  for  and
issued,  be  validly issued and lawfully outstanding, fully  paid
and nonassessable shares of Common Stock of the Company.

     The undersigned hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an Exhibit to  the
Registration  Statement with respect to  said  shares  of  Common
Stock under the Securities Act of 1933.

                              Very truly yours,

                              LINDQUIST & VENNUM P.L.L.P.

                               /s/ Lindquist & Vennum P.L.L.P.
                                                    EXHIBIT 23.2

                 INDEPENDENT AUDITORS' CONSENT


     We  hereby consent to the incorporation by reference in this
Registration  Statement on Form S-8 of our report dated  December
10,  1999,  relating to the financial statements which appear  in
PPT  Vision, Inc.'s Annual Report on Form 10-K for the year ended
October 31, 1999.




                              /s/ PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota
June 14, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 44457}]
{"company-data": {"conformed-name": "PPT VISION INC", "cik": "0000704460", "assigned-sic": "3823", "irs-number": "411413345", "state-of-incorporation": "MN", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39344", "film-number": "655436"}, "business-address": {"street1": "12988 VALLEY VIEW ROAD", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344", "phone": "6129425747"}, "mail-address": {"street1": "10321 W 70TH ST", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344"}, "former-company": [{"former-conformed-name": "PATTERN PROCESSING TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "PATTERN PROCESSING CORP", "date-changed": "19840318"}]}
As filed with the Securities and Exchange Commission on June 15, 2000.
                                         Registration No. 333-_____________

                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                       ____________________________

                                 FORM S-8
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ____________________________

                             PPT VISION, INC.
          (Exact name of registrant as specified in its charter)
          Minnesota                                 41-1413345
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                 Identification No.)

                         12988 Valley View Road
                      Eden Prairie, Minnesota 55344
          (Address of principal executive offices and zip code)
                       ____________________________

                            PPT VISION, INC.
                         2000 STOCK OPTION PLAN
                         (Full title of the Plan)
                       ____________________________

                                                  Copy to:
          Joseph C. Christenson, President        Thomas  G.Lovett, IV
          PPT  Vision,  Inc.                      Lindquist  &Vennum P.L.L.P.
          12988 Valley View Road                  4200 IDS Center
          Eden Prairie, Minnesota 55344           Minneapolis, MN 55402
          (952) 996-9500                          (612) 371-3270
          (Name, address and telephone
           number, including area code,
           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     Per Share      Price           Fee

     Common Stock, 500,000 shares  $4.5625 (1)    $2,281,250 (1)   $602.25
     $.10 par value,
     to be issued pursuant
     to PPT Vision, Inc.
     2000 Stock Option Plan

     (1)  Estimated   solely  for  the  purpose  of  determining   the
          registration fee pursuant to Rule 457(c) and (h)  and  based
          upon the closing price of the Company's Common Stock on  the
          Nasdaq National Market on June 9, 2000.

                                  PART I

          Pursuant to Part I of Form S-8, the information required  by
     Items  1  and  2  of  Form S-8 is not filed as  a  part  of  this
     Registration Statement.

                                 PART II

     Item 3.  Incorporation of Documents by Reference.

          The  following  documents  filed  with  the  Securities  and
     Exchange Commission are hereby incorporated by reference:

          (a)  The  Annual Report of the Company on Form 10-K for  the
               fiscal year ended
               October 31, 1999.

          (b)  The  Quarterly Reports of the Company on Form 10-Q  for
               the quarters ended January 31, 2000 and April 30, 2000;
               the  Definitive Proxy Statement dated February 7,  2000
               for  the  2000 Annual Meeting of Shareholders  held  on
               March 16, 2000.

          (c)  The description the Company's Common Stock as
               set  forth under the caption "Capital  Stock"
               in  the  Company's Registration Statement  on
               Form  S-2,  as  amended (File No.  333-03755)
               filed May 15, 1996.

          All documents subsequently filed by the Company pursuant  to
     Sections  13(a),  13(c), 14 and 15(d) of the Securities  Exchange
     Act  of  1934  prior  to the completion or  termination  of  this
     offering  of  shares  of  Common Stock  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.

     Item 4. Description of Securities.

          The  description of the Company's Common Stock to be offered
     pursuant to this Registration Statement has been incorporated  by
     reference into this Registration Statement as described in Item 3
     of this Part II.

     Item 5. Interests of Named Experts and Counsel.

          Not applicable.

     Item 6. Indemnification of Directors and Officers.

          Section 302A.521 of the Minnesota Statutes and Article 6  of
     the   Company's    Bylaws  require,  among  other   things,   the
     indemnification of persons made or threatened to be made a  party
     to a proceeding by reason of acts or omissions performed in their
     official  capacity as an officer, director, employee or agent  of
     the  Company  against judgments, penalties and  fines  (including
     attorneys'  fees)  if  such person is not otherwise  indemnified,
     acted  in  good  faith, received no improper benefit,  reasonably
     believed  that  such  conduct was in the best  interests  of  the
     Company, and, in the case of criminal proceedings, had no  reason
     to  believe  the  conduct  was unlawful.   In  addition,  Section
     302A.521, subd. 3, of the Minnesota Statutes requires payment  by
     the  Company,  upon  written request, of reasonable  expenses  in
     advance  of final disposition in certain instances if a  decision
     as  to  required  indemnification  is  made  by  a  disinterested
     majority of the Board of Directors present at a meeting at  which
     a  disinterested quorum is present, or by a designated  committee
     of the Board, by special legal counsel, by the shareholders or by
     a court.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     Exhibit

     4.1  PPT Vision, Inc. 2000 Stock Option Plan
     5.1  Opinion of Lindquist & Vennum P.L.L.P.
     23.1  Consent  of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
     23.2 Consent of Price Waterhouse, LLP
     24.1 Power of Attorney (included on signature page)

Item 9. Undertakings.

(a)  The Company hereby undertakes to:

     (1)  To file, during any period in which offers or sales are
being  made,  a  post-effective amendment  to  this  registration
statement:

          (i)   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)   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  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.

(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  connected  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.

                           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 City of Eden Prairie, State of Minnesota, on June 15, 2000.

                         PPT VISION, INC.

                         By /s/ Joseph C. Christenson
                         Joseph C. Christenson President and
                         Chief Executive Officer

                       POWER OF ATTORNEY

     The  undersigned officers and directors of PPT Vision,  Inc.
hereby constitute and appoint Joseph C. Christenson with power to
act  as our true and lawful attorney-in-fact and agent, with full
power  of  substitution and resubstitution, for  us  and  in  our
stead,  in  any and all capacities to sign any and all amendments
(including   post-effective  amendments)  to  this   Registration
Statement  and all documents relating thereto, and  to  file  the
same,   with  all  exhibits  thereto,  and  other  documents   in
connection   therewith,   with  the   Securities   and   Exchange
Commission,  granting unto said attorney-in-fact and agent,  full
power  and  authority to do and perform each and  every  act  and
thing  necessary  or  advisable to  be  done  in  and  about  the
premises, as fully to all intents and purposes as he or she might
or  could do in person, hereby ratifying and confirming all  that
said  attorney-in-fact and agent, or his or her substitutes,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
as  amended, this registration statement has been signed below by
the  following persons in the capacities indicated  on  June  15,
2000.

Signature

  /s/ Joseph C. Christenson
Joseph C. Christenson, President,
Director (Principal Executive Officer)

  /s/ Larry G. Paulson
Larry G. Paulson, Vice President and
Chief Technology Officer, Director

  /s/ Bruce C. Huber
Bruce C. Huber, Director

  /s/ David Malmberg
David Malmberg, Director

  /s/ Peter R. Peterson
Peter R. Peterson, Director

  /s/ Richard R. Peterson
Richard R. Peterson, Chief Financial
Officer (Principal Accounting Officer)

                                                      EXHIBIT 4.1

                        PPT VISION, INC.
                     2000 STOCK OPTION PLAN

     1.   Purpose.  The purpose of the PPT Vision, Inc. 2000 Stock
Option  Plan  is to provide a continuing, long-term incentive  to
selected   eligible  officers,  directors,  key   employees   and
consultants of PPT Vision, Inc. (the "Corporation")  and  of  any
subsidiary corporation of the Corporation (the "Subsidiary"),  as
herein  defined;  to  provide a means  of  rewarding  outstanding
performance;  and  to  enable  the  Corporation  to  maintain   a
competitive   position  to  attract  and  retain  key   personnel
necessary for continued growth and profitability.

     2.   Definitions.  The following words and phrases as used herein
shall have the meanings set forth below:

          1.   "Board" shall mean the Board of Directors of the Corporation
     as it may be comprised from time to time.

          2.   "Change in Control" shall mean the time at which any entity,
     person or group (other than the Corporation, any subsidiary of
     the Corporation or any savings, pension or other benefit plan for
     the  benefit  of  any  employees of the Corporation  or  its
     subsidiaries) which prior to such time beneficially owned less
     than twenty percent (20%) of the then outstanding Common Stock
     acquires such additional shares of Common Stock in one or more
     transactions, or a series of transactions, such that following
     such transaction or transactions such entity, person or group
     beneficially owns, directly or indirectly, twenty percent (20%),
     or more, of the outstanding Common Stock.  Notwithstanding the
     foregoing, a Change in Control shall not be deemed to occur with
     respect to the ownership by P. R. Peterson until he beneficially
     owns, directly or indirectly thirty percent (30%) or more of the
     outstanding common stock.

          3.   "Code" shall mean the Internal Revenue Code of 1986, as
     amended from time to time or any successor statute.

          4.   "Committee" shall mean a committee of the Board as may be
     designated by the Board, from time to time, for the purpose of
     administering this plan as contemplated by Article 4 hereof.  If
     at any time no Committee shall be in office, then the functions
     of the Committee specified in the Plan shall be exercised by the
     Board.

          5.   "Common Stock" shall mean the common stock, $.10 par value,
     of the Corporation.

          6.   "Consultant" means any person, including an advisor, engaged
     by the Corporation or any Parent Corporation or Subsidiary of the
     Corporation to render services, who is not an employee of the
     Corporation  or  any  Parent Corporation  of  Subsidiary  of
     Corporation.

          7.   "Corporation" shall mean PPT Vision, Inc., a Minnesota
     corporation.

          8.   "Non-Employee Directors" shall mean a "Non-Employee
     Director"  within the meaning of Rule 16b-3(b)(3) under  the
     Securities Exchange Act, as amended, or any successor rule.

          9.   "Fair Market Value" of any security on any given date shall
     be determined by the Committee as follows:  (a) if the security
     is  listed  for  trading on one or more national  securities
     exchanges, or is traded on the Nasdaq National Market System or
     the Nasdaq Small Cap Market, the last reported sales price on the
     principal such exchange or Nasdaq System on the date in question,
     or if such security shall not have been traded on such principal
     exchange on such date, the last reported sales price on such
     principal exchange or the Nasdaq System on the first day prior
     thereto on which such security was so traded; or (b) if  the
     security  is not listed for trading on a national securities
     exchange or the Nasdaq System, but is traded in the over-the-
     counter market, including the Nasdaq OTC Bulletin Board System,
     closing bid price for such security on the date in question, or
     if there is no such bid price for such security on such date, the
     closing bid price on the first day prior thereto on which such
     price existed; or (c) if neither (a) nor (b) is applicable, by
     any means deemed fair and reasonable by the Committee, which
     determination shall be final and binding on all parties.

          10.  "Incentive Stock Option" shall mean any stock option granted
     pursuant to this Plan as an "incentive stock option" within the
     meaning of Section 422 of the Code.

          11.  "Non-Qualified Stock Option" shall mean any stock option
     granted pursuant to this Plan that is not an Incentive Stock
     Option.

          12.  "Option" shall mean any stock option granted pursuant to
     this Plan, whether an Incentive Stock Option or a Non-Qualified
     Stock Option.

          13.  "Optionee" shall mean any person who is the holder of an
     Option granted pursuant to this Plan.

          14.  "Outside Director" shall mean a director who (a) is not a
     current  employee  of the Corporation or any  member  of  an
     affiliated group which includes the Corporation; (b) is not a
     former employee of the Corporation who receives compensation for
     prior  services  (other than benefits under a  tax-qualified
     retirement plan) during the taxable year; (c) has not been an
     officer of the Corporation; (d) does not receive remuneration
     from the Corporation, either directly or indirectly, in  any
     capacity other than as a director, except as otherwise permitted
     under Code Section 162(m) and regulations thereunder.  For this
     purpose, remuneration includes any payment in exchange for goods
     or services.  This definition shall be further governed by the
     provisions of Code Section 162(m) and regulations promulgated
     thereunder.

          15.  "Plan" shall mean this 2000 Stock Option Plan of the
     Corporation.

          16.  "Subsidiary" shall mean any corporation (other than the
     Corporation) which at the time qualifies as a subsidiary of the
     Corporation under Section 425(f) of the Code.

          17.  "Tax Date" shall mean the date on which the amount of tax to
     be withheld is determined under the Code.

     3.   Shares Available Under Plan.  The number of shares which may
          be  issued pursuant to Options granted under this Plan shall  not
          exceed  500,000  shares of the Common Stock of  the  Corporation;
          provided, however, that shares which become available as a result
          of  canceled,  unexercised, lapsed or terminated Options  granted
          under  this  Plan  shall be available for  issuance  pursuant  to
          Options  subsequently granted under this Plan under a  stock  for
          stock exercise of a stock option or the withholding of stock  for
          the payment of taxes, only the net number of shares issued to the
          optionee  shall  be  used  to  calculate  the  number  of  shares
          remaining  for  distribution under the Plan.  The  shares  issued
          upon  exercise  of  Options  granted  under  this  Plan  may   be
          authorized  and unissued shares or shares previously acquired  or
          to be acquired by the Corporation.

     4.   Administration.

          4.1.  The Plan will be administered by the Board  or  a
     Committee  of at least two directors, all of whom  shall  be
     Outside Directors and Non-Employee Directors.  The Committee
     may  be a subcommittee of the Compensation Committee of  the
     Board.

          4.2. The Committee will have plenary authority, subject
     to  provisions of the Plan, to determine when  and  to  whom
     Options will be granted, the term of each Option, the number
     of  shares covered by it, the participation by the  Optionee
     in  other plans, and any other terms or conditions  of  each
     Option.  The Committee shall determine with respect to  each
     grant  of  an Option whether a participant shall receive  an
     Incentive Stock Option or a Non-Qualified Stock Option.  The
     number  of  shares,  the  term  and  the  other  terms   and
     conditions  of a particular kind of Option need not  be  the
     same,  even  as  to Options granted at the same  time.   The
     Committee's  recommendations  regarding  Option  grants  and
     terms and conditions thereof will be conclusive.

          4.3.  The  Committee will have the sole  responsibility
     for  construing and interpreting the Plan, for  establishing
     and amending any rules and regulations as it deems necessary
     or  desirable for the proper administration of the Plan, and
     for  resolving  all questions arising under the  Plan.   Any
     decision or action taken by the Committee arising out of  or
     about  the construction, administration, interpretation  and
     effect of the Plan and of its rules and regulations will, to
     the   extent  permitted  by  law,  be  within  its  absolute
     discretion,   except  as  otherwise  specifically   provided
     herein, and will be conclusive and binding on all Optionees,
     all successors, and any other person, whether that person is
     claiming under or through any Optionee or otherwise.

          4.4. The Committee will designate one of its members as
     chairman.  It will hold its meetings at the times and places
     as  it  may  determine.   A majority  of  its  members  will
     constitute a quorum, and all determinations of the Committee
     will   be   made   by  a  majority  of  its  members.    Any
     determination reduced to writing and signed by  all  members
     will  be  fully  as effective as if it had been  made  by  a
     majority  vote  at  a  meeting duly called  and  held.   The
     Committee may appoint a secretary, who need not be a  member
     of  the  Committee, and may make such rules and  regulations
     for the conduct of its business as it may deem advisable.

          4.5. No member of the Committee will be liable, in  the
     absence  of bad faith, for any act or omission with  respect
     to  his services on the Committee.  Service on the Committee
     will  constitute service as a member of the Board,  so  that
     the   members   of  the  Committee  will  be   entitled   to
     indemnification and reimbursement as Board members  pursuant
     to its Bylaws.

          4.6.  The Committee will regularly inform the Board  as
     to its actions with respect to all Options granted under the
     Plan and the terms and conditions and any such Options in  a
     manner,  at  any  times, and in any form as  the  Board  may
     reasonably request.

          4.7.  Any  other provision of the Plan to the  contrary
     notwithstanding, the Committee is authorized  to  take  such
     action  as  it,  in  its discretion, may deem  necessary  or
     advisable  and fair and equitable to Optionees in the  event
     of:   a  Change  in  Control of the Corporation;  a  tender,
     exchange or similar offer for all or any part of the  Common
     Stock  made by any entity, person or group (other  than  the
     Corporation,  any  Subsidiary  of  the  Corporation  or  any
     savings,  pension or other benefit plan for the  benefit  of
     employees of the Corporation or its Subsidiaries); a  merger
     of  the Corporation into, a consolidation of the Corporation
     with,  or  an  acquisition  of the  Corporation  by  another
     corporation;  or a sale or transfer of all or  substantially
     all  of  the  Corporation's assets.   Such  action,  in  the
     Committee's discretion, may include (but shall not be deemed
     limited  to):  establishing, amending or waiving the  forms,
     terms,  conditions or duration of Options so as  to  provide
     for   earlier,  later,  extended  or  additional  terms  for
     exercise   of  the  whole,  or  any  installment,   thereof;
     alternate  forms  of  payment; or other modifications.   The
     Committee may take any such actions pursuant to this Section
     4.7   by   adopting   rules   or  regulations   of   general
     applicability to all Optionees, or to certain categories  of
     Optionees:  by  amending or waiving terms and conditions  in
     stock option agreements; or by taking action with respect to
     individual  Optionees.   The Committee  may  take  any  such
     actions before or after the public announcement of any  such
     Change  in  Control, tender offer, exchange  offer,  merger,
     consolidation, acquisition or sale or transfer of assets.

     5.   Participants.

          5.1.  Participation in this Plan shall  be  limited  to
     officers  and  regular full-time executive,  administrative,
     professional,  production  and technical  employees  of  the
     Corporation  or  of  a  Subsidiary, or  Consultants  of  the
     Corporation or of a Subsidiary and to all Directors  of  the
     Company.

          5.2.  Subject to other provisions of this Plan, Options
     may  be  granted to the same participants on more  than  one
     occasion.

          5.3.  The  Committee's  determination  under  the  Plan
     including, without limitation, determination of the  persons
     to  receive  Options,  the form, amount  and  type  of  such
     Options, and the terms and provisions of Options need not be
     uniform and may be made selectively among otherwise eligible
     participants, whether or not the participants are  similarly
     situated.

          5.4   No  person shall receive Options under this  Plan
     which  exceed 50,000 shares during any fiscal  year  of  the
     Corporation.
     6.   Terms and Conditions.

          6.1.  Each  Option  granted under  the  Plan  shall  be
     evidenced by a written agreement, which shall be subject  to
     the  provisions  of this Plan and to such  other  terms  and
     conditions as the Corporation may deem appropriate.

          6.2. Each Option agreement shall specify the period for
     which  the Option thereunder is granted (which in  no  event
     shall  exceed ten years from the date of the grant  for  any
     Option  granted  pursuant to Section  6.3(a)  hereof,  seven
     years from the date of grant for any Option granted pursuant
     to  6.3(b) hereof and ten years and one day from the date of
     grant  for any Option designated by the Committee as a  Non-
     Qualified  Stock Option) and shall provide that  the  Option
     shall  expire at the end of such period; provided,  however,
     the term of each Option shall be subject to the power of the
     Committee,  among other things, to accelerate  or  otherwise
     adjust the terms for exercise of Options pursuant to Section
     4.7  hereof  in the event of the occurrence of  any  of  the
     events set forth therein.

          6.3.  The  exercise price per share shall be determined
     by  the  Committee  at  the  time  any  Option  is  granted;
     provided, however, that in no event shall the exercise price
     per share purchasable under a Non-Qualified Stock Option  be
     less  than 85% of the Fair Market Value of the Common  Stock
     of  the Corporation on the date the Option is granted,  and,
     if  the  Option  is  an  Incentive Stock  Option,  shall  be
     determined as follows:

               (a)  For employees who do not own stock possessing
          more  than  ten  percent (10%) of  the  total  combined
          voting power of all classes of stock of the Corporation
          or  of  any  Subsidiary,  the  Incentive  Stock  Option
          exercise  price per share shall not be  less  than  one
          hundred  percent  (100%) of Fair Market  Value  of  the
          Common  Stock of the Corporation on the date the Option
          is granted, as determined by the Committee.

               (b)   For employees who own stock possessing  more
          than  ten  percent (10%) of the total  combined  voting
          power of all classes of stock of the Corporation or  of
          any  Subsidiary,  the Incentive Stock  Option  exercise
          price per share shall not be less than one hundred  ten
          percent  (110%) of the Fair Market Value of the  Common
          Stock  of  the  Corporation on the date the  Option  is
          granted, as determined by the Committee.

          6.4. The aggregate Fair Market Value (determined as  of
     the  time  the Option is granted) of the Common  Stock  with
     respect  to which an Incentive Stock Option under this  Plan
     or  any other plan of the Corporation or its Subsidiaries is
     exercisable  for  the first time by an Optionee  during  any
     calendar year shall not exceed $100,000.

          6.5.  An  Option shall be exercisable at such  time  or
     times, and with respect to such minimum number of shares, as
     may  be  determined by the Corporation at the  time  of  the
     grant.   The  Option agreement may require, if so determined
     by  the  Corporation,  that no part of  the  Option  may  be
     exercised  until  the Optionee shall have  remained  in  the
     employ of the Corporation or of a Subsidiary for such period
     after the date of the Option as the Corporation may specify.
     Notwithstanding   the   foregoing   and   subject   to   the
     discretionary  acceleration  rights  of  the  Committee,  an
     Option granted to a director, officer or 10% shareholders of
     the Corporation shall not be exercisable for a period of six
     (6) months unless the Option has been approved by the Board,
     the Committee or the shareholders of the Corporation.

          6.6.  The Corporation may prescribe the form of  legend
     which shall be affixed to the stock certificate representing
     shares  to be issued and the shares shall be subject to  the
     provisions  of  any repurchase agreement or other  agreement
     restricting  the sale or transfer thereof.  Such  agreements
     or   restrictions   shall  be  noted  on   the   certificate
     representing the shares to be issued.

     7.   Exercise of Option.

          7.1.  Each  exercise  of an Option  granted  hereunder,
     whether  in  whole  or in part, shall be by  written  notice
     thereof,  delivered to the Secretary of the Corporation  (or
     such  other  person as he may designate).  The notice  shall
     state the number of shares with respect to which the Options
     are  being exercised and shall be accompanied by payment  in
     full  for the number of shares so designated.  Shares  shall
     be  registered  in  the  name of  the  Optionee  unless  the
     Optionee otherwise directs in his or her notice of election.

          7.2.  Payment  shall be made to the Corporation  either
     (i)  in cash, including certified check, bank draft or money
     order,  (ii)  at  the  discretion  of  the  Corporation,  by
     delivering Common Stock of the Corporation already owned  by
     the participant, (iii) at the discretion of the Corporation,
     by  delivering a promissory note, containing such terms  and
     conditions  acceptable  to the Corporation,  for  all  or  a
     portion of the purchase price of the shares so purchased, or
     a  combination of (i), (ii) and (iii).  With respect to (ii)
     the  Fair  Market  Value  of stock  so  delivered  shall  be
     determined as of the date immediately preceding the date  of
     exercise.

          7.3. Upon notification of the amount due and prior  to,
     or  concurrently  with, the delivery to the  Optionee  of  a
     certificate  representing any shares purchased  pursuant  to
     the  exercise of an Option, the Optionee shall promptly  pay
     to   the   Corporation  any  amount  necessary  to   satisfy
     applicable   federal,   state  or  local   withholding   tax
     requirements.

          7.4.  If the terms of an Option so permit, an Optionee,
     other  than a member of the Committee, may elect by  written
     notice  to  the Secretary of the Corporation (or such  other
     person as he may designate), to satisfy the withholding  tax
     requirements  associated with the exercise of an  Option  by
     authorizing  the Corporation to retain from  the  number  of
     shares  of  Common Stock that would otherwise be deliverable
     to  the  Optionee that number of shares having an  aggregate
     Fair  Market Value on the Tax Date equal to the tax  payable
     by  the Optionee under Section 7.3.  Any such election shall
     be  in  accordance with, and subject to, applicable tax  and
     securities  laws,  and regulations and rulings  and  in  the
     event  shares  are  withheld, the amount  withheld  may  not
     exceed   the  minimum  required  federal,  state  and   FICA
     withholding  amounts.  Where shares are  transferred  to  an
     Optionee prior to the Tax Date, the Optionee shall agree  in
     any  such election to surrender that number of shares having
     an  aggregate Fair Market Value on the Tax Date equal to the
     tax payable by the Optionee under Section 7.3.  In addition,
     any  election  to  have  shares withheld  pursuant  to  this
     Section 7.4 will be irrevocable by the Optionee and will  in
     any event be subject to the disapproval of the Committee.

     8.   Adjustments of Option Stock.  In case the shares issuable
          upon  exercise of any Option granted under the Plan at  any  time
          outstanding shall be subdivided into a greater or combined into a
          lesser number of shares (whether with or without par value),  the
          number  of  shares  purchasable  upon  exercise  of  such  Option
          immediately prior thereto shall be adjusted so that the  Optionee
          shall  be entitled to receive a number of shares which he or  she
          would  have  owned  or have been entitled to  receive  after  the
          happening   of   such  event  had  such  Option  been   exercised
          immediately  prior  to  the  happening  of  such  subdivision  or
          combination or any record date with respect thereto.   An  adjust
          ment  made  pursuant  to  this paragraph shall  become  effective
          immediately  after  the  effective date of  such  subdivision  or
          combination  retroactive to the record date,  if  any,  for  such
          subdivision or combination.  The Option price (as such amount may
          have theretofore been adjusted pursuant to the provisions hereof)
          shall  be  adjusted  by multiplying the Option price  immediately
          prior to the adjustment of the number of shares purchasable under
          the  Option  by a fraction, of which the numerator shall  be  the
          number of shares purchasable upon the exercise of the Option
          immediately  prior  to such adjustment, and of which the
          denominator shall   be  the  number  of  shares  so  purchasable
          immediately thereafter.   Substituted shares of stock shall be deemed
          shares under Section 3 of the Plan.

     9.   Assignments.  Any Option granted under this Plan shall be
exercisable  only by the Optionee to whom granted during  his  or
her   lifetime  and  shall  not  be  assignable  or  transferable
otherwise   than  by  will  or  by  the  laws  of   descent   and
distribution.    Notwithstanding the foregoing, the Board or  the
Committee may, in its discretion, determine that an Option may be
exercised by a person other than the Optionee and that an  Option
may  be  transferable based on he tax and federal securities  law
considerations then in effect for such Options.

     10.  Severance; Death; Disability.  An Option shall terminate,
and  no rights thereunder may be exercised, if the person to whom
it  is granted ceases to be employed by the Corporation or  by  a
Subsidiary except that:

          10.1.      If  the employment of the Optionee is  termi
     nated  by  any  reason  other  than  his  or  her  death  or
     disability,  the  Optionee may at any time within  not  more
     than   three  months  after  termination  of  his   or   her
     employment,  exercise his or her Option rights but  only  to
     the extent they were exercisable by the Optionee on the date
     of  termination of his or her employment; provided, however,
     that  if the employment is terminated by deliberate, willful
     or  gross  misconduct as determined by  the  Committee,  all
     rights under the Option shall terminate and expire upon such
     termination.

          10.2.      If the Optionee dies while in the employ  of
     the  Corporation or a Subsidiary, or within  not  more  than
     three months after termination of his or her employment, the
     Optionee's rights under the Option may be exercised  at  any
     time  within  one year following such death by  his  or  her
     personal representative or by the person or persons to  whom
     such  rights under the Option shall pass by will or  by  the
     laws  of  descent and distribution, but only to  the  extent
     they were exercisable by the Optionee on the date of death.

          10.3.      If  the employment of the Optionee is  termi
     nated because of permanent disability, the Optionee, or  his
     or her legal representative, may at any time within not more
     than  one  year after termination of his or her  employment,
     exercise  his  or her Option rights but only to  the  extent
     they  were  exercisable  by the  Optionee  on  the  date  of
     termination of his or her employment.
          10.4.       Notwithstanding   anything   contained   in
     Sections  10.1,  10.2  and 10.3 to the contrary,  no  Option
     rights  shall be exercisable by anyone after the  expiration
     of the term of the Option.

          10.5.       Transfers   of   employment   between   the
     Corporation and a Subsidiary, or between Subsidiaries,  will
     not constitute termination of employment for purposes of any
     Option  granted under this Plan.  The Committee may  specify
     in  the  terms  and  conditions of  an  Option  whether  any
     authorized  leave  of  absence or absence  for  military  or
     government  service or for any other reasons will constitute
     a  termination of employment for purposes of the Option  and
     the Plan.

     11.  Rights of Participants.  Neither the participant nor the
personal  representatives, heirs, or legatees of such participant
shall be or have any of the rights or privileges of a shareholder
of  the Corporation in respect of any of the shares issuable upon
the  exercise  of  an Option granted under this Plan  unless  and
until  certificates  representing such  shares  shall  have  been
issued  and  delivered to the participant  or  to  such  personal
representatives, heirs or legatees.

     12.  Securities Registration.  If any law or regulation of the
Securities  and Exchange Commission or of any other  body  having
jurisdiction shall require the Corporation or the participant  to
take  any  action in connection with the exercise of  an  Option,
then   notwithstanding  any  contrary  provision  of  an   Option
agreement or this Plan, the date for exercise of such Option  and
the delivery of the shares purchased thereunder shall be deferred
until the completion of the necessary action.  In the event  that
the  Corporation  shall deem it necessary,  the  Corporation  may
condition  the grant or exercise of an Option granted under  this
Plan  upon  the  receipt of a satisfactory certificate  that  the
Optionee  is  acquiring  the Option or  the  shares  obtained  by
exercise  of the Option for investment purposes and not with  the
view  or intent to resell or otherwise distribute such Option  or
shares.   In  such  event, the stock certificate evidencing  such
shares   shall  bear  a  legend  referring  to  applicable   laws
restricting  transfer  of such shares.  In  the  event  that  the
Corporation  shall  deem  it  necessary  to  register  under  the
Securities  Act  of  1933, as amended, or  any  other  applicable
statute,  any  Options or any shares with  respect  to  which  an
Option shall have been granted or exercised, then the participant
shall  cooperate with the Corporation and take such action as  is
necessary to permit registration or qualification of such Options
or shares.

     13.  Duration and Amendment.

          13.1.      There  is  no  express limitation  upon  the
     duration of the Plan, except for the requirement of the Code
     that all Incentive Stock Options must be granted within  ten
     years   from   the  date  the  Plan  is  approved   by   the
     shareholders.

          13.2.     The Board may terminate or may amend the Plan
     at  any  time,  provided, however, that the Board  may  not,
     without approval of the shareholders of the Corporation, (i)
     increase  the  maximum number of shares as to which  options
     may  be granted under the Plan, (ii) permit the granting  of
     Incentive  Stock Options at less than 100%  of  Fair  Market
     Value  at  time of grant, or (iii) permit any  change  which
     results  in  any repricing of any award or option heretofore
     granted hereunder.

     14.  Approval of Shareholders.  This Plan expressly is subject to
approval  of holders of a majority of the outstanding  shares  of
Common Stock of the Corporation, and if it is not so approved  on
or before one year after the date of adoption of this Plan by the
Board,  the  Plan  shall not come into effect,  and  any  Options
granted pursuant to this Plan shall be deemed canceled.

     15.  Conditions of Employment.  The granting of an Option to a
participant  under this Plan who is an employee shall  impose  no
obligation on the Corporation to continue the employment  of  any
participant  and  shall not lessen or affect  the  right  of  the
Corporation to terminate the employment of the participant.

     16.  Other Options.  Nothing in the Plan will be construed to
limit  the authority of the Corporation to exercise its corporate
rights  and powers, including, by way of illustration and not  by
way  of  limitation,  the  right  to  grant  options  for  proper
corporate purposes otherwise than under the Plan to any  employee
or  any  other person, firm, corporation, association,  or  other
entity, or to grant Options to, or assume Options of, any  person
for the acquisition by purchase, lease, merger, consolidation, or
otherwise, of all or any part of the business and assets  of  any
person, firm, corporation, association, or other entity.

     Adopted by Board of Directors December 22, 1999
     Approved by Shareholders March 16, 2000
                                                      EXHIBIT 5.1

                         June 15, 2000
PPT Vision, Inc.
12988 Valley View Road
Eden Prairies, MN 55344

     Re:  Opinion of Counsel as to Legality of 500,000 shares  of
     Common Stock to be
          Registered under the Securities Act of 1933

Ladies and Gentlemen:

     This   opinion   is   furnished  in  connection   with   the
registration  under the Securities Act of 1933  on  Form  S-8  of
500,000 shares of Common Stock, $.10 par value per share, of  PPT
Vision,  Inc.,  (the  "Company") offered to officers,  directors,
employees  and  consultants of the Company  or  its  subsidiaries
pursuant  to  the  PPT Vision, Inc. 2000 Stock Option  Plan  (the
"Plan").

     As general counsel for the Company, we advise you that it is
our  opinion,  based on our familiarity with the affairs  of  the
Company and upon our examination of pertinent documents, that the
500,000  shares  of  Common  Stock to  be  offered  to  officers,
directors  and employees under the Plan will, when paid  for  and
issued,  be  validly issued and lawfully outstanding, fully  paid
and nonassessable shares of Common Stock of the Company.

     The undersigned hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an Exhibit to  the
Registration  Statement with respect to  said  shares  of  Common
Stock under the Securities Act of 1933.

                              Very truly yours,

                              LINDQUIST & VENNUM P.L.L.P.

                               /s/ Lindquist & Vennum P.L.L.P.
                                                    EXHIBIT 23.2

                 INDEPENDENT AUDITORS' CONSENT

     We  hereby consent to the incorporation by reference in this
Registration  Statement on Form S-8 of our report dated  December
10,  1999,  relating to the financial statements which appear  in
PPT  Vision, Inc.'s Annual Report on Form 10-K for the year ended
October 31, 1999.

                              /s/ PRICEWATERHOUSECOOPERS LLP

Minneapolis, Minnesota
June 14, 2000