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 EMPLOYEE STOCK PURCHASE 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,   150,000 shares  $4.5625 (1)  $ 684,375(1)   $ 180.68
     $.10 par value,
     to be issued pursuant
     to PPT Vision, Inc.
     2000 Employee Stock Purchase 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 at 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 Employee Stock Purchase 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 Employee Stock Purchase Plan


                           Section 1

                            Purpose

     The  purpose  of  this Employee Stock Purchase  Plan  is  to
provide a greater community of interest between PPT Vision,  Inc.
shareholders  and  its employees, and to facilitate  purchase  by
employees  of additional shares of stock in the Company.   It  is
believed  the  Plan will encourage employees  to  remain  in  the
employ of the Company and will also permit the Company to compete
with  other corporations offering similar plans in obtaining  and
retaining  the services of competent employees.  It  is  intended
that  options  issued  pursuant to  this  Plan  shall  constitute
options  issued  pursuant to an "Employee  Stock  Purchase  Plan"
within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended.

                           Section 2

                          Definitions

     A.   "Plan"  means the 2000 PPT Vision, Inc. Employee  Stock
          Purchase Plan.

     B.   "Code"  means  the Internal Revenue Code  of  1986,  as
          amended.

     C.    "Company" means Pattern Processing Technologies, Inc.,
and  any  of its subsidiaries (as that term is defined by Section
425(f) of the Code) to which PPT Vision, Inc. and such respective
subsidiaries  by action of their Boards of Directors  shall  make
this Plan applicable.

     D.    "Employee" means any person, including an officer, who
is  customarily employed twenty (20) hours or more per  week  and
more than five (5) months in a calendar year by the Company.

     E.    "Eligible Employee" means an Employee of  the  Company
who  is eligible for participation in the Plan in accordance with
Section 4.

     F.    "Participant"  means  an  Eligible  Employee  who  has
elected to participate in the Plan in accordance with Section 5.

     G.   "Committee"  means  the  committee  provided   for   in
          Section 11.

     H.    The "Commencement Date" of the Plan means June 1, 2000
or such other date established by the Committee.

     I.     "Base  Pay"  means  regular  straight  time  earnings
annualized  as  of the date of commencement of a phase  excluding
payments, if any, for overtime, incentive compensation, incentive
payments, premiums, bonuses, and any other special remuneration.

     J.    "Termination Date" shall mean the earlier of  (i)  the
day  immediately  preceding  the  one  year  anniversary  of  the
commencement  of  a  particular phase of the Plan,  or  (ii)  the
effective  date  of  any  merger or consolidation  in  which  the
Company is not the surviving corporation.

     K.   "Shares" shall mean common shares of the Company of the
par  value of $.10, subject to adjustments which may be  made  in
accordance with Sections 16 and 17.

                           Section 3

                  Term and Phases of the Plan

     A.    The  Plan will commence on the Commencement  Date  and
will  terminate  five (5) years thereafter.  Notwithstanding  the
foregoing,  this Plan shall be considered of no force  or  effect
and  any  options  granted  shall be null  and  void  unless  the
shareholders of the Company approve the Plan within  twelve  (12)
months  before or after the date of its adoption by the Board  of
Directors.

     B.    The Plan shall be carried out in five (5) phases, each
phase  being  for a period of one year, or such other  length  of
time as made be determined by the Committee. No phases shall  run
concurrently.   A  phase  may  commence  immediately  after   the
termination  of  the preceding phase.  The commencement  of  each
phase  shall  be determined by the Committee, provided  that  the
commencement  of  the  first phase shall be  within  twelve  (12)
months  before or after the date of approval of the Plan  by  the
shareholders  of  the Company.  In the event  all  of  the  stock
reserved for grant of options hereunder is issued pursuant to the
terms  hereof  prior to the commencement of one  or  more  phases
scheduled  by the Committee or the number of shares remaining  is
so  small,  in  the  opinion  of  the  Committee,  as  to  render
administration of any succeeding phase impracticable, such  phase
or   phases  shall  be  cancelled.   Phases  shall  be   numbered
successively as Phase 1, Phase 2, Phase 3, Phase 4 and Phase 5.

                           Section 4

                          Eligibility

     A.    Any Employee of the Company who has completed at least
two  (2)  weeks of continuous service on or prior to the commence
ment  of a phase of the Plan shall be eligible to participate  in
the  Plan, subject to the limitations imposed by Section  423  of
the Code.

     B.    Any Employee who is a member of the Board of Directors
of the Company shall be eligible to participate in the Plan.

     C.    Notwithstanding  any provision  of  the  Plan  to  the
contrary, no Employee shall be granted an option:

          1.    If such Employee, immediately after the option is
     granted, owns shares possessing five percent (5%) or more of
     the  total combined voting power or value of all classes  of
     shares  of  the Company or a parent or a subsidiary  of  the
     Company.   For purposes of determining share ownership,  the
     rules  of Section 425(d) of the Code shall apply, and shares
     which  the  Employee may purchase under outstanding  options
     shall be treated as shares owned by the Employee; or

          2.    Which  permits  the Employee to  purchase  shares
     under  such plans of the Company or a parent or a subsidiary
     of  the Company to accrue at a rate which exceeds $25,000 of
     the fair market value of such shares (determined at the time
     such option is granted) for each calendar year in which such
     option is outstanding at any time.

                           Section 5

                         Participation

     A.    An Eligible Employee may elect to enroll as and become
a  Participant in any phase of the Plan by completing  a  payroll
deduction  authorization on the form provided by the Company  and
filing it with the personnel office at least seven (7) days prior
the date the phase commences.

     B.    Payroll deductions for a Participant shall commence on
the   date  when  his  payroll  deduction  authorization  becomes
effective and shall end on the last payday immediately  prior  to
or  coinciding with the Termination Date of the particular  phase
unless  sooner  terminated  by the  Participant  as  provided  in
Section 9 or as otherwise provided herein.

     C.    A  participant who ceases to be an Eligible  Employee,
although still employed by the Company, thereupon shall be deemed
to  discontinue his participation in the Plan and shall have  the
rights provided in Section 9.

     D.   Participation in the Plan shall be voluntary.

                           Section 6

                       Payroll Deductions

     A.   Upon enrollment in any particular phase of the Plan,  a
Participant  shall elect to make contributions  to  the  Plan  by
payroll  deductions (in full dollar amounts calculated to  be  as
uniform  as  practicable throughout the period of the phase),  in
the  aggregate  amount not in excess of the sum of  10%  of  such
Participant's  Base Pay for the term of the phase, as  determined
on  the  basis  of  his  annual or annualized  Base  Pay  at  the
commencement  of  the  phase.   The  minimum  authorized  payroll
deduction shall be $10 per month.

     B.    All payroll deductions made for a Participant shall be
credited  to  the  Participant's account  under  the  Plan.   The
Participant  may  not make any separate cash payments  into  such
account.
     C.    A Participant may discontinue his participation in the
phase and terminate his payroll deduction authorized at any  time
as provided in Section 9.

     D.    A  Participant may reduce the amount  of  his  payroll
deduction    by   completing   an   amended   payroll   deduction
authorization  on  the  form provided  and  filing  it  with  the
personnel office, but no change can be made during a phase of the
Plan  which would either change the time or increase the rate  of
his payroll deductions.

                           Section 7

                Terms and Conditions of Options

     A.    Stock  options granted pursuant to  the  Plan  may  be
evidenced  by  agreements in such form  as  the  Committee  shall
recommend and the Board of Directors shall approve; provided that
all  Employees  shall  have the same rights  and  privileges  and
provided  further  that such options shall  comply  with  and  be
subject to the following terms and conditions.

     B.    As of the commencement of a phase when a Participant's
payroll   deduction   authorization   becomes   effective,    the
Participant shall be granted an option for as many full shares as
he  will  be able to purchase with the payroll deduction credited
to  the  Participant's  account during his participation  in  the
phase,  subject  to the limitations of Section 10.   The  maximum
number of shares subject to purchase by a Participant shall equal
the  total  amount  to  be credited to the Participant's  account
under  Section 6 hereof divided by the option price set forth  in
Section 7, paragraph C.1. hereof.

     C.   The option price of shares to be purchased with payroll
deductions for an Employee who becomes a Participant  as  of  the
commencement of a phase shall be the lower of:

          1.    85% of the fair market value of the shares on the
     date the phase commences, or

          2.    85% of the fair market value of the shares on the
     Termination Date of the phase.

     D.   The fair market value of the shares shall be determined
by  the  Committee for each valuation date in a manner consistent
with Section 423 of the Code.

                           Section 8

                       Exercise of Option

     A.    Unless  a  Participant gives  written  notice  to  the
Company  as provided in Section 9, an option for the purchase  of
shares will be exercised automatically as of the Termination Date
of  the phase for the purchase of the number of full shares which
the  accumulated payroll deductions in the Participant's  account
at that time will purchase at the applicable option price, but in
no  event  shall  the number of full shares be greater  than  the
number  of  full  shares  which the Participant  is  eligible  to
purchase under Section 7, paragraph B.

     B.    By written notice to the Company within one week prior
to  the  Termination Date of the phase a Participant  may  elect,
effective at the Termination Date, to:

          1.   withdraw all the accumulated payroll deductions in
     the Participant's account at the time, without interest;

          2.   exercise his option for a specified number of full
     shares  less  than  the  number of  full  shares  which  the
     accumulated payroll deductions in his account will  purchase
     at  the applicable option price, and withdraw the balance in
     the  Participant's account without interest, but in no event
     shall  the number of full shares be greater than the  number
     of  full  shares  to  which  a Participant  is  eligible  to
     purchase under Section 7, paragraph B.

                           Section 9

                Death, Withdrawal or Termination

     A.    In the event of the death of a Participant during  any
phase of the Plan, the person or persons specified in Section  18
may  give  notice to the Company within sixty (60)  days  of  the
death  of the Participant, but in no event later than the end  of
the  period  specified in Section 8, paragraph  B.,  electing  to
purchase the number of full shares which the accumulated  payroll
deductions  in  the  account  of such deceased  Participant  will
purchase at the option price specified in Section C of Section  7
and  have the balance in the account distributed in cash  without
interest.   If  no such notice is received by the Company  within
the  period  described in the preceding sentence, the accumulated
payroll deductions will be distributed in cash.

     B.   Upon termination of the Participant's employment during
any  phase of the Plan for any reason other than the death of the
Participant,  the  payroll deductions  credited  to  his  account
without interest shall be returned to such Participant promptly.

     C.    A  Participant may withdraw all or  any  part  of  the
payroll deductions credited to his account under the Plan at  any
time  by giving written notice to the Company.  The Participant's
payroll deductions credited to his account shall be paid  to  him
promptly after receipt of his notice of withdrawal and no further
payroll  deductions  shall  be made from  his  compensation.  Any
amounts not withdrawn shall remain in the Participants account.

                           Section 10

                      Shares Under Option

     A.    The shares to be sold to a Participant under the  Plan
may,  at  the  election of the Company, be either authorized  but
unissued  shares  or shares acquired in the open  market  by  the
Company.   The  maximum  number of shares  which  shall  be  made
available for sale under the Plan shall be 150,000 shares subject
to  adjustment upon changes in capitalization of the  Company  as
provided  in Sections 16 and 17.  If the total number  of  shares
for  which  options are to be granted on any date  in  accordance
with  Section 7 exceeds the number of shares then available under
the  Plan (after deduction  of all shares for which options  have
been exercised or are then outstanding), the Committee shall make
a  pro  rata allocation of the shares remaining available  in  as
nearly  a uniform manner as shall be practicable and as it  shall
determine to be equitable.  In such event, payroll deductions  to
be made shall be reduced accordingly and the Committee shall give
written  notice  of  such reduction to each Participant  affected
thereby.

     B.    As promptly as practicable after the Termination  Date
of  a  phase,  the Company shall deliver to each Participant  the
full shares purchased under exercise of his option, together with
a  cash  payment equal to the balance (without interest)  of  any
payroll  deductions credited to his account which were  not  used
for the purchase of shares.

     C.   The Participant will have no interest in shares covered
by his option until such option has been exercised.

                           Section 11

                         Administration

     The Plan shall be administered by the Board of Directors  of
the  Company, or in its discretion, by a Committee consisting  of
not less than two (2) members who shall be appointed by the Board
of Directors of the Company.  Each member of such Committee shall
be  either a director, an officer or an employee of the  Company.
Unless  the Board of Directors limits the authority delegated  to
the  Committee in its appointment, the Committee shall be  vested
with full authority to make, administer, and interpret such rules
and regulations as it deems necessary to administer the Plan, and
any such determination, decision or action of such Committee with
respect  to  any  action  in connection  with  the  construction,
interpretation administration or application of the Plan shall be
final, conclusive and binding on all Participants and any and all
other  persons claiming under or through any Participant.  It  is
provided,  however,  that the provisions of  the  Plan  shall  be
construed  so as to extend and limit participation  in  the  Plan
only in a manner consistent with the requirements of Section  423
of  the  Code.   For all purposes of this Plan  other  than  this
Section 11, references to the Committee shall also refer  to  the
Board of Directors.

                           Section 12

                     Amendment of the Plan

     The  Board of Directors of the Company may at any time amend
the  Plan,  except that no amendment may make any change  in  any
option  theretofore  granted  which would  adversely  affect  the
rights of any Participant, and no amendment shall be made without
prior  approval  of  the  shareholders of  the  Company  if  such
amendment  would require sale of more shares than are  authorized
under  Section  10  of the Plan or change the  qualifications  of
Eligible Employees under the Plan.
                           Section 13

                       Nontransferability

     Neither  payroll  deductions  credited  to  a  Participant's
account  nor any rights with regard to the exercise of an  option
or to receive shares under the Plan may be assigned, transferred,
pledged  or  otherwise disposed of in any way by the  Participant
and  any  such  attempted assignment, transfer, pledge  or  other
disposition  shall be null and void and without effect,  but  the
Company  may treat such act as an election to withdraw  funds  in
accordance with Section 9.

                           Section 14

                          Use of Funds

     All payroll deductions received or held by the Company under
this  Plan may be used by the Company for any corporate  purposes
and  the Company shall not be obligated to segregate such payroll
deductions.

                           Section 15

                            Interest

     No interest will be paid on any amounts in any Participant's
account.

                           Section 16

            Changes in Capitalization, Merger, etc.

     A.   Subject to any required action by the shareholders, the
number  of  shares covered by each outstanding  option,  and  the
price   per  share  thereof  in  each  such  option,   shall   be
proportionately  adjusted for any increase  or  decrease  in  the
number  of  issued  shares  of  the  Company  resulting  from   a
subdivision or consolidation of shares or the payment of a  share
dividend  (but  only  on  the shares) or any  other  increase  or
decrease in the number of such shares effected without receipt of
consideration by the Company.

     B.    Subject to any required action by the shareholders, if
the Company shall be involved in any merger or consolidation,  in
which  it  is the surviving corporation, each outstanding  option
shall pertain to and apply to the securities to which a holder of
the  number  of  shares  subject to the option  would  have  been
entitled.   A  dissolution or liquidation of  the  Company  shall
cause  each  outstanding option to terminate,  provided  in  such
event that, immediately prior to such dissolution or liquidation,
each  Participant shall be repaid the payroll deductions credited
to his account without interest.

     C.    In  the event of a change in the shares of the Company
as presently constituted, which is limited to a change of all its
authorized shares with par value into the same number  of  shares
with  a  different  par value or without par  value,  the  shares
resulting  from any such change shall be deemed to be the  shares
within the meaning of this Plan.

                           Section 17

                     Adjustments to Shares

     A.    To the extent that the foregoing adjustments relate to
shares  or securities of the Company, such adjustments  shall  be
made  by  the  Committee, and its determination in  that  respect
shall be final, binding and conclusive, provided that each option
granted  pursuant to this Plan shall not be adjusted in a  manner
that  causes  the  option to fail to continue to  qualify  as  an
option  issued  pursuant  to an "employee  stock  purchase  plan"
within the meaning of Section 423 of the Code.

     B.    Except as hereinbefore expressly provided in  Sections
16  and  17,  the optionee shall have no right by reason  of  any
subdivision  or  consolidation of shares  of  any  class  or  the
payment  of any stock dividend or any other increase or  decrease
in  the  number  of  shares of any class  or  by  reason  of  any
dissolution, liquidation, merger, or consolidation or spin-off of
assets  or  stock of another corporation, and any  issue  by  the
Company  of  shares of any class, or securities convertible  into
shares  of  any  class, shall not affect, and  no  adjustment  by
reason thereof shall be made with respect to, the number or price
of shares subject to the option.

     C.    The grant of an option pursuant to this Plan shall not
affect  in  any  way the right or power of the  Company  to  make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part  of  its
business or assets.


                           Section 18

                    Beneficiary Designation

     A   Participant  may  file  a  written  designation   of   a
beneficiary who may elect to purchase shares or receive  cash  to
the  Participant's  credit under the Plan in the  event  of  such
Participant's death prior to delivery to him of such  shares  and
cash.   Such  designation of beneficiary may be  changed  by  the
Participant  at  any  time  by written notice  delivered  to  the
Company.  Upon the death of a Participant and upon receipt by the
Company  of  proof  deemed adequate by it  of  the  identity  and
existence  at  the  Participant's death of a beneficiary  validly
designated by him under the Plan, the Company shall deliver  such
shares  and cash to such beneficiary in accordance with paragraph
A  of Section 9.  If upon the death of a Participant there is  no
surviving  beneficiary  duly designated as  above  provided,  the
Company  shall  deliver  accumulated payroll  deductions  to  the
executor or administrator of the estate of the Participant, or if
no  such  executor  or administrator has been appointed  (to  the
knowledge  of  the Company) within sixty (60) days following  the
Participant's  death, the Company shall deliver such  accumulated
payroll  deductions to the surviving spouse, if  any,  as  though
named as the designated beneficiary hereunder, or if there is  no
such  surviving  spouse or child, then to such relatives  of  the
Participant as would be entitled to such amounts, under the  laws
of  intestacy  in the deceased Participant's domicile  as  though
named as the designated beneficiary hereunder.  The Company shall
not  be  liable  for  any distribution made  of  shares  or  cash
pursuant  to any will or other testamentary disposition  made  by
such  Participant, or because of the provisions of law concerning
intestacy, or otherwise.  No designated beneficiary shall,  prior
to  the  death of the Participant by whom he has been designated,
acquire  any  interest  in the shares or  cash  credited  to  the
Participant under the Plan.

                           Section 19

            Registration and Qualification of Shares

     The offering of the shares hereunder shall be subject to the
effecting by the Company of any registration or qualification  of
the shares under any federal or state law or the obtaining of the
consent or approval of any governmental regulatory body which the
Company shall determine, in its sole discretion, is necessary  or
desirable  as a condition to or in connection with, the  offering
or  the  issue  or purchase of the shares covered  thereby.   The
Company  shall  make  every  reasonable  effort  to  effect  such
registration  or  qualification or  to  obtain  such  consent  or
approval.

                           Section 20

                       Plan Preconditions

     The  Plan  is expressly made subject to (i) the approval  by
shareholders  of  the  Company, and (ii)  at  its  election,  the
receipt  by  the Company from the Internal Revenue Service  of  a
determination letter or ruling, in scope and content satisfactory
to  counsel, respecting the qualification of the Plan within  the
meaning  of  Section  423 of the Code.  If the  Plan  is  not  so
approved  by  the  shareholders and if, at the  election  of  the
Company,  the aforesaid determination letter or ruling  from  the
Internal  Revenue Service is not received on or before  one  year
after  this Plan's adoption by the Board of Directors, this  Plan
shall  not  come  into  effect.  In such  case,  the  accumulated
payroll  deductions credited to the account of  each  Participant
shall forthwith be repaid to him without interest.


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 150,000 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
150,000 shares of Common Stock, $.10 par value per share, of  PPT
Vision, Inc., (the "Company") offered to employees of the Company
or  its  subsidiaries  pursuant to  the  PPT  Vision,  Inc.  2000
Employee Stock Purchase 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
150,000  shares of Common Stock to be offered to 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": 38129}]
{"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": "333-39346", "film-number": "655438"}, "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 EMPLOYEE STOCK PURCHASE 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,   150,000 shares  $4.5625 (1)  $ 684,375(1)   $ 180.68
     $.10 par value,
     to be issued pursuant
     to PPT Vision, Inc.
     2000 Employee Stock Purchase 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 at 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 Employee Stock Purchase 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 Employee Stock Purchase Plan

                           Section 1

                            Purpose

     The  purpose  of  this Employee Stock Purchase  Plan  is  to
provide a greater community of interest between PPT Vision,  Inc.
shareholders  and  its employees, and to facilitate  purchase  by
employees  of additional shares of stock in the Company.   It  is
believed  the  Plan will encourage employees  to  remain  in  the
employ of the Company and will also permit the Company to compete
with  other corporations offering similar plans in obtaining  and
retaining  the services of competent employees.  It  is  intended
that  options  issued  pursuant to  this  Plan  shall  constitute
options  issued  pursuant to an "Employee  Stock  Purchase  Plan"
within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended.

                           Section 2

                          Definitions

     A.   "Plan"  means the 2000 PPT Vision, Inc. Employee  Stock
          Purchase Plan.

     B.   "Code"  means  the Internal Revenue Code  of  1986,  as
          amended.

     C.    "Company" means Pattern Processing Technologies, Inc.,
and  any  of its subsidiaries (as that term is defined by Section
425(f) of the Code) to which PPT Vision, Inc. and such respective
subsidiaries  by action of their Boards of Directors  shall  make
this Plan applicable.

     D.    "Employee" means any person, including an officer, who
is  customarily employed twenty (20) hours or more per  week  and
more than five (5) months in a calendar year by the Company.

     E.    "Eligible Employee" means an Employee of  the  Company
who  is eligible for participation in the Plan in accordance with
Section 4.

     F.    "Participant"  means  an  Eligible  Employee  who  has
elected to participate in the Plan in accordance with Section 5.

     G.   "Committee"  means  the  committee  provided   for   in
          Section 11.

     H.    The "Commencement Date" of the Plan means June 1, 2000
or such other date established by the Committee.

     I.     "Base  Pay"  means  regular  straight  time  earnings
annualized  as  of the date of commencement of a phase  excluding
payments, if any, for overtime, incentive compensation, incentive
payments, premiums, bonuses, and any other special remuneration.

     J.    "Termination Date" shall mean the earlier of  (i)  the
day  immediately  preceding  the  one  year  anniversary  of  the
commencement  of  a  particular phase of the Plan,  or  (ii)  the
effective  date  of  any  merger or consolidation  in  which  the
Company is not the surviving corporation.

     K.   "Shares" shall mean common shares of the Company of the
par  value of $.10, subject to adjustments which may be  made  in
accordance with Sections 16 and 17.

                           Section 3

                  Term and Phases of the Plan

     A.    The  Plan will commence on the Commencement  Date  and
will  terminate  five (5) years thereafter.  Notwithstanding  the
foregoing,  this Plan shall be considered of no force  or  effect
and  any  options  granted  shall be null  and  void  unless  the
shareholders of the Company approve the Plan within  twelve  (12)
months  before or after the date of its adoption by the Board  of
Directors.

     B.    The Plan shall be carried out in five (5) phases, each
phase  being  for a period of one year, or such other  length  of
time as made be determined by the Committee. No phases shall  run
concurrently.   A  phase  may  commence  immediately  after   the
termination  of  the preceding phase.  The commencement  of  each
phase  shall  be determined by the Committee, provided  that  the
commencement  of  the  first phase shall be  within  twelve  (12)
months  before or after the date of approval of the Plan  by  the
shareholders  of  the Company.  In the event  all  of  the  stock
reserved for grant of options hereunder is issued pursuant to the
terms  hereof  prior to the commencement of one  or  more  phases
scheduled  by the Committee or the number of shares remaining  is
so  small,  in  the  opinion  of  the  Committee,  as  to  render
administration of any succeeding phase impracticable, such  phase
or   phases  shall  be  cancelled.   Phases  shall  be   numbered
successively as Phase 1, Phase 2, Phase 3, Phase 4 and Phase 5.

                           Section 4

                          Eligibility

     A.    Any Employee of the Company who has completed at least
two  (2)  weeks of continuous service on or prior to the commence
ment  of a phase of the Plan shall be eligible to participate  in
the  Plan, subject to the limitations imposed by Section  423  of
the Code.

     B.    Any Employee who is a member of the Board of Directors
of the Company shall be eligible to participate in the Plan.

     C.    Notwithstanding  any provision  of  the  Plan  to  the
contrary, no Employee shall be granted an option:

          1.    If such Employee, immediately after the option is
     granted, owns shares possessing five percent (5%) or more of
     the  total combined voting power or value of all classes  of
     shares  of  the Company or a parent or a subsidiary  of  the
     Company.   For purposes of determining share ownership,  the
     rules  of Section 425(d) of the Code shall apply, and shares
     which  the  Employee may purchase under outstanding  options
     shall be treated as shares owned by the Employee; or

          2.    Which  permits  the Employee to  purchase  shares
     under  such plans of the Company or a parent or a subsidiary
     of  the Company to accrue at a rate which exceeds $25,000 of
     the fair market value of such shares (determined at the time
     such option is granted) for each calendar year in which such
     option is outstanding at any time.

                           Section 5

                         Participation

     A.    An Eligible Employee may elect to enroll as and become
a  Participant in any phase of the Plan by completing  a  payroll
deduction  authorization on the form provided by the Company  and
filing it with the personnel office at least seven (7) days prior
the date the phase commences.

     B.    Payroll deductions for a Participant shall commence on
the   date  when  his  payroll  deduction  authorization  becomes
effective and shall end on the last payday immediately  prior  to
or  coinciding with the Termination Date of the particular  phase
unless  sooner  terminated  by the  Participant  as  provided  in
Section 9 or as otherwise provided herein.

     C.    A  participant who ceases to be an Eligible  Employee,
although still employed by the Company, thereupon shall be deemed
to  discontinue his participation in the Plan and shall have  the
rights provided in Section 9.

     D.   Participation in the Plan shall be voluntary.

                           Section 6

                       Payroll Deductions

     A.   Upon enrollment in any particular phase of the Plan,  a
Participant  shall elect to make contributions  to  the  Plan  by
payroll  deductions (in full dollar amounts calculated to  be  as
uniform  as  practicable throughout the period of the phase),  in
the  aggregate  amount not in excess of the sum of  10%  of  such
Participant's  Base Pay for the term of the phase, as  determined
on  the  basis  of  his  annual or annualized  Base  Pay  at  the
commencement  of  the  phase.   The  minimum  authorized  payroll
deduction shall be $10 per month.

     B.    All payroll deductions made for a Participant shall be
credited  to  the  Participant's account  under  the  Plan.   The
Participant  may  not make any separate cash payments  into  such
account.
     C.    A Participant may discontinue his participation in the
phase and terminate his payroll deduction authorized at any  time
as provided in Section 9.

     D.    A  Participant may reduce the amount  of  his  payroll
deduction    by   completing   an   amended   payroll   deduction
authorization  on  the  form provided  and  filing  it  with  the
personnel office, but no change can be made during a phase of the
Plan  which would either change the time or increase the rate  of
his payroll deductions.

                           Section 7

                Terms and Conditions of Options

     A.    Stock  options granted pursuant to  the  Plan  may  be
evidenced  by  agreements in such form  as  the  Committee  shall
recommend and the Board of Directors shall approve; provided that
all  Employees  shall  have the same rights  and  privileges  and
provided  further  that such options shall  comply  with  and  be
subject to the following terms and conditions.

     B.    As of the commencement of a phase when a Participant's
payroll   deduction   authorization   becomes   effective,    the
Participant shall be granted an option for as many full shares as
he  will  be able to purchase with the payroll deduction credited
to  the  Participant's  account during his participation  in  the
phase,  subject  to the limitations of Section 10.   The  maximum
number of shares subject to purchase by a Participant shall equal
the  total  amount  to  be credited to the Participant's  account
under  Section 6 hereof divided by the option price set forth  in
Section 7, paragraph C.1. hereof.

     C.   The option price of shares to be purchased with payroll
deductions for an Employee who becomes a Participant  as  of  the
commencement of a phase shall be the lower of:

          1.    85% of the fair market value of the shares on the
     date the phase commences, or

          2.    85% of the fair market value of the shares on the
     Termination Date of the phase.

     D.   The fair market value of the shares shall be determined
by  the  Committee for each valuation date in a manner consistent
with Section 423 of the Code.

                           Section 8

                       Exercise of Option

     A.    Unless  a  Participant gives  written  notice  to  the
Company  as provided in Section 9, an option for the purchase  of
shares will be exercised automatically as of the Termination Date
of  the phase for the purchase of the number of full shares which
the  accumulated payroll deductions in the Participant's  account
at that time will purchase at the applicable option price, but in
no  event  shall  the number of full shares be greater  than  the
number  of  full  shares  which the Participant  is  eligible  to
purchase under Section 7, paragraph B.

     B.    By written notice to the Company within one week prior
to  the  Termination Date of the phase a Participant  may  elect,
effective at the Termination Date, to:

          1.   withdraw all the accumulated payroll deductions in
     the Participant's account at the time, without interest;

          2.   exercise his option for a specified number of full
     shares  less  than  the  number of  full  shares  which  the
     accumulated payroll deductions in his account will  purchase
     at  the applicable option price, and withdraw the balance in
     the  Participant's account without interest, but in no event
     shall  the number of full shares be greater than the  number
     of  full  shares  to  which  a Participant  is  eligible  to
     purchase under Section 7, paragraph B.

                           Section 9

                Death, Withdrawal or Termination

     A.    In the event of the death of a Participant during  any
phase of the Plan, the person or persons specified in Section  18
may  give  notice to the Company within sixty (60)  days  of  the
death  of the Participant, but in no event later than the end  of
the  period  specified in Section 8, paragraph  B.,  electing  to
purchase the number of full shares which the accumulated  payroll
deductions  in  the  account  of such deceased  Participant  will
purchase at the option price specified in Section C of Section  7
and  have the balance in the account distributed in cash  without
interest.   If  no such notice is received by the Company  within
the  period  described in the preceding sentence, the accumulated
payroll deductions will be distributed in cash.

     B.   Upon termination of the Participant's employment during
any  phase of the Plan for any reason other than the death of the
Participant,  the  payroll deductions  credited  to  his  account
without interest shall be returned to such Participant promptly.

     C.    A  Participant may withdraw all or  any  part  of  the
payroll deductions credited to his account under the Plan at  any
time  by giving written notice to the Company.  The Participant's
payroll deductions credited to his account shall be paid  to  him
promptly after receipt of his notice of withdrawal and no further
payroll  deductions  shall  be made from  his  compensation.  Any
amounts not withdrawn shall remain in the Participants account.

                           Section 10

                      Shares Under Option

     A.    The shares to be sold to a Participant under the  Plan
may,  at  the  election of the Company, be either authorized  but
unissued  shares  or shares acquired in the open  market  by  the
Company.   The  maximum  number of shares  which  shall  be  made
available for sale under the Plan shall be 150,000 shares subject
to  adjustment upon changes in capitalization of the  Company  as
provided  in Sections 16 and 17.  If the total number  of  shares
for  which  options are to be granted on any date  in  accordance
with  Section 7 exceeds the number of shares then available under
the  Plan (after deduction  of all shares for which options  have
been exercised or are then outstanding), the Committee shall make
a  pro  rata allocation of the shares remaining available  in  as
nearly  a uniform manner as shall be practicable and as it  shall
determine to be equitable.  In such event, payroll deductions  to
be made shall be reduced accordingly and the Committee shall give
written  notice  of  such reduction to each Participant  affected
thereby.

     B.    As promptly as practicable after the Termination  Date
of  a  phase,  the Company shall deliver to each Participant  the
full shares purchased under exercise of his option, together with
a  cash  payment equal to the balance (without interest)  of  any
payroll  deductions credited to his account which were  not  used
for the purchase of shares.

     C.   The Participant will have no interest in shares covered
by his option until such option has been exercised.

                           Section 11

                         Administration

     The Plan shall be administered by the Board of Directors  of
the  Company, or in its discretion, by a Committee consisting  of
not less than two (2) members who shall be appointed by the Board
of Directors of the Company.  Each member of such Committee shall
be  either a director, an officer or an employee of the  Company.
Unless  the Board of Directors limits the authority delegated  to
the  Committee in its appointment, the Committee shall be  vested
with full authority to make, administer, and interpret such rules
and regulations as it deems necessary to administer the Plan, and
any such determination, decision or action of such Committee with
respect  to  any  action  in connection  with  the  construction,
interpretation administration or application of the Plan shall be
final, conclusive and binding on all Participants and any and all
other  persons claiming under or through any Participant.  It  is
provided,  however,  that the provisions of  the  Plan  shall  be
construed  so as to extend and limit participation  in  the  Plan
only in a manner consistent with the requirements of Section  423
of  the  Code.   For all purposes of this Plan  other  than  this
Section 11, references to the Committee shall also refer  to  the
Board of Directors.

                           Section 12

                     Amendment of the Plan

     The  Board of Directors of the Company may at any time amend
the  Plan,  except that no amendment may make any change  in  any
option  theretofore  granted  which would  adversely  affect  the
rights of any Participant, and no amendment shall be made without
prior  approval  of  the  shareholders of  the  Company  if  such
amendment  would require sale of more shares than are  authorized
under  Section  10  of the Plan or change the  qualifications  of
Eligible Employees under the Plan.
                           Section 13

                       Nontransferability

     Neither  payroll  deductions  credited  to  a  Participant's
account  nor any rights with regard to the exercise of an  option
or to receive shares under the Plan may be assigned, transferred,
pledged  or  otherwise disposed of in any way by the  Participant
and  any  such  attempted assignment, transfer, pledge  or  other
disposition  shall be null and void and without effect,  but  the
Company  may treat such act as an election to withdraw  funds  in
accordance with Section 9.

                           Section 14

                          Use of Funds

     All payroll deductions received or held by the Company under
this  Plan may be used by the Company for any corporate  purposes
and  the Company shall not be obligated to segregate such payroll
deductions.

                           Section 15

                            Interest

     No interest will be paid on any amounts in any Participant's
account.

                           Section 16

            Changes in Capitalization, Merger, etc.

     A.   Subject to any required action by the shareholders, the
number  of  shares covered by each outstanding  option,  and  the
price   per  share  thereof  in  each  such  option,   shall   be
proportionately  adjusted for any increase  or  decrease  in  the
number  of  issued  shares  of  the  Company  resulting  from   a
subdivision or consolidation of shares or the payment of a  share
dividend  (but  only  on  the shares) or any  other  increase  or
decrease in the number of such shares effected without receipt of
consideration by the Company.

     B.    Subject to any required action by the shareholders, if
the Company shall be involved in any merger or consolidation,  in
which  it  is the surviving corporation, each outstanding  option
shall pertain to and apply to the securities to which a holder of
the  number  of  shares  subject to the option  would  have  been
entitled.   A  dissolution or liquidation of  the  Company  shall
cause  each  outstanding option to terminate,  provided  in  such
event that, immediately prior to such dissolution or liquidation,
each  Participant shall be repaid the payroll deductions credited
to his account without interest.

     C.    In  the event of a change in the shares of the Company
as presently constituted, which is limited to a change of all its
authorized shares with par value into the same number  of  shares
with  a  different  par value or without par  value,  the  shares
resulting  from any such change shall be deemed to be the  shares
within the meaning of this Plan.

                           Section 17

                     Adjustments to Shares

     A.    To the extent that the foregoing adjustments relate to
shares  or securities of the Company, such adjustments  shall  be
made  by  the  Committee, and its determination in  that  respect
shall be final, binding and conclusive, provided that each option
granted  pursuant to this Plan shall not be adjusted in a  manner
that  causes  the  option to fail to continue to  qualify  as  an
option  issued  pursuant  to an "employee  stock  purchase  plan"
within the meaning of Section 423 of the Code.

     B.    Except as hereinbefore expressly provided in  Sections
16  and  17,  the optionee shall have no right by reason  of  any
subdivision  or  consolidation of shares  of  any  class  or  the
payment  of any stock dividend or any other increase or  decrease
in  the  number  of  shares of any class  or  by  reason  of  any
dissolution, liquidation, merger, or consolidation or spin-off of
assets  or  stock of another corporation, and any  issue  by  the
Company  of  shares of any class, or securities convertible  into
shares  of  any  class, shall not affect, and  no  adjustment  by
reason thereof shall be made with respect to, the number or price
of shares subject to the option.

     C.    The grant of an option pursuant to this Plan shall not
affect  in  any  way the right or power of the  Company  to  make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part  of  its
business or assets.

                           Section 18

                    Beneficiary Designation

     A   Participant  may  file  a  written  designation   of   a
beneficiary who may elect to purchase shares or receive  cash  to
the  Participant's  credit under the Plan in the  event  of  such
Participant's death prior to delivery to him of such  shares  and
cash.   Such  designation of beneficiary may be  changed  by  the
Participant  at  any  time  by written notice  delivered  to  the
Company.  Upon the death of a Participant and upon receipt by the
Company  of  proof  deemed adequate by it  of  the  identity  and
existence  at  the  Participant's death of a beneficiary  validly
designated by him under the Plan, the Company shall deliver  such
shares  and cash to such beneficiary in accordance with paragraph
A  of Section 9.  If upon the death of a Participant there is  no
surviving  beneficiary  duly designated as  above  provided,  the
Company  shall  deliver  accumulated payroll  deductions  to  the
executor or administrator of the estate of the Participant, or if
no  such  executor  or administrator has been appointed  (to  the
knowledge  of  the Company) within sixty (60) days following  the
Participant's  death, the Company shall deliver such  accumulated
payroll  deductions to the surviving spouse, if  any,  as  though
named as the designated beneficiary hereunder, or if there is  no
such  surviving  spouse or child, then to such relatives  of  the
Participant as would be entitled to such amounts, under the  laws
of  intestacy  in the deceased Participant's domicile  as  though
named as the designated beneficiary hereunder.  The Company shall
not  be  liable  for  any distribution made  of  shares  or  cash
pursuant  to any will or other testamentary disposition  made  by
such  Participant, or because of the provisions of law concerning
intestacy, or otherwise.  No designated beneficiary shall,  prior
to  the  death of the Participant by whom he has been designated,
acquire  any  interest  in the shares or  cash  credited  to  the
Participant under the Plan.

                           Section 19

            Registration and Qualification of Shares

     The offering of the shares hereunder shall be subject to the
effecting by the Company of any registration or qualification  of
the shares under any federal or state law or the obtaining of the
consent or approval of any governmental regulatory body which the
Company shall determine, in its sole discretion, is necessary  or
desirable  as a condition to or in connection with, the  offering
or  the  issue  or purchase of the shares covered  thereby.   The
Company  shall  make  every  reasonable  effort  to  effect  such
registration  or  qualification or  to  obtain  such  consent  or
approval.

                           Section 20

                       Plan Preconditions

     The  Plan  is expressly made subject to (i) the approval  by
shareholders  of  the  Company, and (ii)  at  its  election,  the
receipt  by  the Company from the Internal Revenue Service  of  a
determination letter or ruling, in scope and content satisfactory
to  counsel, respecting the qualification of the Plan within  the
meaning  of  Section  423 of the Code.  If the  Plan  is  not  so
approved  by  the  shareholders and if, at the  election  of  the
Company,  the aforesaid determination letter or ruling  from  the
Internal  Revenue Service is not received on or before  one  year
after  this Plan's adoption by the Board of Directors, this  Plan
shall  not  come  into  effect.  In such  case,  the  accumulated
payroll  deductions credited to the account of  each  Participant
shall forthwith be repaid to him without interest.

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 150,000 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
150,000 shares of Common Stock, $.10 par value per share, of  PPT
Vision, Inc., (the "Company") offered to employees of the Company
or  its  subsidiaries  pursuant to  the  PPT  Vision,  Inc.  2000
Employee Stock Purchase 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
150,000  shares of Common Stock to be offered to 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