<PAGE>
     As filed with the Securities and Exchange Commission on January 10, 1997 

   Registration No. 333- 
______________________________________________________________________________ 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549 
                                   FORM S-8 
                            REGISTRATION STATEMENT 

                                      UNDER 

                            THE SECURITIES ACT OF 1933 

                                XYVISION, INC. 
              (Exact name of issuer as specified in its charter) 
Delaware04-2751102 
(State or other jurisdiction of(I.R.S. employer 
incorporation or organization)identification number) 
              101 Edgewater Drive, Wakefield, MA     01880-1291 
            (Address of principal executive offices)   (Zip code) 

                              1992 STOCK OPTION PLAN 
                           (Full title of the plan) 
                 Patrick J. Rondeau, Esq., Hale and Dorr LLP 
                 60 State Street, Boston, Massachusetts 02109 
                   (Name and address of agent for service) 
                                (617) 526-6000 
        (Telephone number, including area code, of agent for service) 
                       CALCULATION OF REGISTRATION FEE 

<TABLE>
<CAPTION>
<S>                   <C>                  <C>                <C>              <C>
                                                                Proposed 
      Title of                                Proposed          Maximum 
     Securities          Amount to            Maximum          Aggregate        Amount of 
        to be                be            Offering Price       Offering       Registration 
 Registered              Registered          Per Share           Price             Fee 
Common Stock, $.03 
 par value            1,000,000 shares      $0.6875 (1)       $687,500 (1)     $208.33 
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in 
accordance with Rule 457(c) and (h) of the Securities Act, and based on the 
average of the high and low prices of the Common Stock as reported by Nasdaq 
on January 6, 1997. 

                                1           
<PAGE>
                   Statement of Incorporation by Reference 

   This Registration Statement on Form S-8 incorporates by reference the 
contents of Registration Statement on Form S-8, File No. 33-54014, filed by 
the Registrant on October 30, 1992, relating to the Registrant's 1992 Stock 
Option Plan. 

                                2           
<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 City of Wakefield, Commonwealth of Massachusetts, on this 
10th day of January, 1997. 
XYVISION, INC. 
By: /s/ Kevin Duffy 
Kevin Duffy 
President 

                              POWER OF ATTORNEY 

   We, the undersigned officers and directors of Xyvision, Inc. hereby 
severally constitute and appoint Kevin Duffy, Eugene P. Seneta, Patrick J. 
Rondeau and Virginia H. Kingsley and any of them singly, our true and lawful 
attorneys with full power to them, and each of them singly, to sign for us 
and in our names, in the capacities indicated below, the Registration 
Statement on Form S-8 filed herewith and any and all amendments to said 
Registration Statement and generally to do all such things in our name and 
behalf in our capacities as officers and directors to enable Xyvision, Inc. 
to comply with the provisions of the Securities Act of 1933, as amended, and 
all requirements of the Securities and Exchange Commission, hereby ratifying 
and confirming our signatures as they may be signed by our said attorneys, or 
any of them, to said Registration Statement and any and all amendments 
thereto. 

                                3           
<PAGE>
   Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated. 

<TABLE>
<CAPTION>
 <S>                          <C>                           <C>
 Signature                    Title                        Date 
                              President and Director 
                              (Principal Executive 
 /s/ Kevin Duffy Kevin Duffy  Director 
                              Vice President, Chief 
                              Financial Officer, Treasurer 
                              and Secretary (Prinicpal 
 /s/ Eugene P. Seneta Eugene  Financial and Accounting 
 P. Seneta                    Officer 
 /s/ Leland S. Kollmorgen 
 Leland S. Kollmorgen         Director 
 /s/ James L. McKenney James 
 L. McKenney                  Director 
 /s/ Jeffrey L. Neuman 
 Jeffrey L. Neuman            Director                      January 10, 1997 
 /s/ James S. Saltzman James 
 S. Saltzman                  Director 
</TABLE>

                                4           
<PAGE>
                                EXHIBIT INDEX 

<TABLE>
<CAPTION>
<S>                <C>
 Exhibit Number 
      4.1  (1)     Certificate of Incorporation of the Registrant, as amended. 
      4.2  (2)     Amended and Restated By-Laws of the Registrant. 
        5.1        Opinion of Hale and Dorr LLP. 
        23.1       Consent of Hale and Dorr LLP (included in Exhibit 5.1). 
        23.2       Consent of Coopers & Lybrand L.L.P. 
        24.1       Power of Attorney (included in the signature pages of this Registration Statement). 
_____________ 
</TABLE>

   (1) Incorporated herein by reference to the exhibits to the Company's 
Annual Reports on Form 10-K for the fiscal years ended March 31, 1988, March 
31, 1993 and March 31, 1996. 

   (2) Incorporated herein by reference to the exhibits to the Company's 
Registration Statement on Form S-1 (File No. 33-6015). 

                                5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6209}]
{"company-data": {"conformed-name": "XYVISION INC", "cik": "0000721080", "assigned-sic": "7373", "irs-number": "042751102", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19529", "film-number": "97504014"}, "business-address": {"street1": "101 EDGEWATER DR", "city": "WAKEFIELD", "state": "MA", "zip": "01880", "phone": "6172454100"}, "mail-address": {"street1": "101 EDGEWATER DRIVE", "city": "WAKEFIELD", "state": "MA", "zip": "01880"}}
As filed with the Securities and Exchange Commission on January 10, 1997 

   Registration No. 333- 
______________________________________________________________________________ 
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C. 20549 
                                   FORM S-8 
                            REGISTRATION STATEMENT 

                                      UNDER 

                            THE SECURITIES ACT OF 1933 

                                XYVISION, INC. 
              (Exact name of issuer as specified in its charter) 
Delaware04-2751102 
(State or other jurisdiction of(I.R.S. employer 
incorporation or organization)identification number) 
              101 Edgewater Drive, Wakefield, MA     01880-1291 
            (Address of principal executive offices)   (Zip code) 

                              1992 STOCK OPTION PLAN 
                           (Full title of the plan) 
                 Patrick J. Rondeau, Esq., Hale and Dorr LLP 
                 60 State Street, Boston, Massachusetts 02109 
                   (Name and address of agent for service) 
                                (617) 526-6000 
        (Telephone number, including area code, of agent for service) 
                       CALCULATION OF REGISTRATION FEE
Proposed 
      Title of                                Proposed          Maximum 
     Securities          Amount to            Maximum          Aggregate        Amount of 
        to be                be            Offering Price       Offering       Registration 
 Registered              Registered          Per Share           Price             Fee 
Common Stock, $.03 
 par value            1,000,000 shares      $0.6875 (1)       $687,500 (1)     $208.33
(1) Estimated solely for the purpose of calculating the registration fee in 
accordance with Rule 457(c) and (h) of the Securities Act, and based on the 
average of the high and low prices of the Common Stock as reported by Nasdaq 
on January 6, 1997. 

                                1
Statement of Incorporation by Reference 

   This Registration Statement on Form S-8 incorporates by reference the 
contents of Registration Statement on Form S-8, File No. 33-54014, filed by 
the Registrant on October 30, 1992, relating to the Registrant's 1992 Stock 
Option Plan. 

                                2
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 Wakefield, Commonwealth of Massachusetts, on this 
10th day of January, 1997. 
XYVISION, INC. 
By: /s/ Kevin Duffy 
Kevin Duffy 
President 

                              POWER OF ATTORNEY 

   We, the undersigned officers and directors of Xyvision, Inc. hereby 
severally constitute and appoint Kevin Duffy, Eugene P. Seneta, Patrick J. 
Rondeau and Virginia H. Kingsley and any of them singly, our true and lawful 
attorneys with full power to them, and each of them singly, to sign for us 
and in our names, in the capacities indicated below, the Registration 
Statement on Form S-8 filed herewith and any and all amendments to said 
Registration Statement and generally to do all such things in our name and 
behalf in our capacities as officers and directors to enable Xyvision, Inc. 
to comply with the provisions of the Securities Act of 1933, as amended, and 
all requirements of the Securities and Exchange Commission, hereby ratifying 
and confirming our signatures as they may be signed by our said attorneys, or 
any of them, to said Registration Statement and any and all amendments 
thereto. 

                                3
Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated.
Signature                    Title                        Date 
                              President and Director 
                              (Principal Executive 
 /s/ Kevin Duffy Kevin Duffy  Director 
                              Vice President, Chief 
                              Financial Officer, Treasurer 
                              and Secretary (Prinicpal 
 /s/ Eugene P. Seneta Eugene  Financial and Accounting 
 P. Seneta                    Officer 
 /s/ Leland S. Kollmorgen 
 Leland S. Kollmorgen         Director 
 /s/ James L. McKenney James 
 L. McKenney                  Director 
 /s/ Jeffrey L. Neuman 
 Jeffrey L. Neuman            Director                      January 10, 1997 
 /s/ James S. Saltzman James 
 S. Saltzman                  Director
4
EXHIBIT INDEX
Exhibit Number 
      4.1  (1)     Certificate of Incorporation of the Registrant, as amended. 
      4.2  (2)     Amended and Restated By-Laws of the Registrant. 
        5.1        Opinion of Hale and Dorr LLP. 
        23.1       Consent of Hale and Dorr LLP (included in Exhibit 5.1). 
        23.2       Consent of Coopers & Lybrand L.L.P. 
        24.1       Power of Attorney (included in the signature pages of this Registration Statement). 
_____________
(1) Incorporated herein by reference to the exhibits to the Company's 
Annual Reports on Form 10-K for the fiscal years ended March 31, 1988, March 
31, 1993 and March 31, 1996. 

   (2) Incorporated herein by reference to the exhibits to the Company's 
Registration Statement on Form S-1 (File No. 33-6015). 

                                5