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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933



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


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

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


                               VICON INDUSTRIES, INC.
                      1999 Incentive Stock Option Plan and
                      1999 Non-Qualified Stock Option Plan
-------------------------------------------------------------------------------
                            (Full title of the Plan)



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


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

<PAGE>

                         CALCULATION OF REGISTRATION FEE


                                Proposed        Proposed
Title of                        maximum         maximum             Amount of
securities to   Amount to       offering price  aggregate          registration
be registered   be registered   per share (2)   offering price(2)      fee
-------------   -------------   --------------  -----------------  ------------
Common Stock    200,000 shares(1)   $3.57         $714,597           $178.65



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


(1)   The maximum number of shares as to which options may be granted under the
      Vicon Industries, Inc. 1999 Incentive Stock Option Plan and 1999
      Non-Qualified Stock Option Plan. In addition, pursuant to Rule 416(c)
      under the Securities Act of 1933, this registration statement also covers
      an indeterminate number of shares as may be required to cover possible
      adjustments under such Plan.


(2)   Estimated solely for the purpose of calculating the registration fee.
      Proposed maximum aggregate offering price is calculated pursuant to Rule
      457 (h) (1) based on the sum of: (a) the aggregate of the exercise prices
      ($465,531) of the outstanding options for 144,897 shares, plus (b) with
      respect to options for the remaining 55,103 shares reserved for grant, an
      assumed price of $4.52 per share based upon the average of the high and
      low sale prices of the Registrant's Common Shares as reported on the
      American Stock Exchange on October 9, 2001.





<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


      Item 3.     Incorporation of Documents by Reference
      ------      ---------------------------------------

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

      1. The  Company's  Annual Report on form 10-K for its  fiscal year ended
September  30,  2000,  filed  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").

      2. The Company's Quarterly Reports on form 10-Q for its quarters ended
December 31. 2000, March 31, 2001 and June 30, 2001, filed pursuant to Section
13(a) or 15(d) of the Exchange Act.

      3. The description of the Common Stock contained in the Company's
Registration Statement on Form S-1, SEC File Number 2-66511 under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.

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

      Item 4.     Description of Securities
      ------      -------------------------

      Not Applicable.

      Item 5.     Interests of Named Experts and Counsel
      ------      --------------------------------------

      Not Applicable.



<PAGE>


      Item 6.     Indemnification of Directors and Officers
      ------      -----------------------------------------

      Article 7 of the New York Business Corporation Law provides for the
indemnification of directors and officers subject to certain limitations. Among
other provisions, the statute provides that to be entitled to indemnification
under the statutory provisions, a person who is sued or threatened to be sued by
reason of being a director or officer of a New York corporation must
affirmatively establish that he acted in good faith for a purpose which he
reasonably believed to be in the best interests of the corporation. The statute
requires court approval to provide indemnification in a derivative action under
certain circumstances. Additionally, the indemnification to which directors,
officers and other persons serving the corporation are entitled excludes amounts
payable in a derivative action where the director, officer or other person is
adjudged to be liable to the corporation.

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

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

      Not Applicable


<PAGE>



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

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

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


          4             The Company's 1999 Incentive Stock Option Plan and 1999
                        Non-Qualified  Stock Option Plan  (incorporated   by
                        reference to the  Company's  Annual  Report on Form 10-K
                        for the fiscal year ended September 30, 1999)

          5             Opinion of Schoeman, Updike & Kaufman, LLP
                        dated October 10, 2001 as to the legality of
                        original issuance of shares of Common Stock
                        being registered.

         23.1          Consent of KPMG LLP.

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

      Item 9.     Undertakings
      ------      ------------

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

     2. The undersigned  registrant  hereby  undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;

     3. The undersigned registrant hereby undertakes to remove from registration
by means of a  post-effective  amendment any of the securities  being registered
which remain unsold at the termination of the offering;

     4. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;


<PAGE>

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



<PAGE>


                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Smithtown, State of New York, on October 10, 2001.


                                            VICON INDUSTRIES, INC.


                                      By:   /s/ Kenneth M. Darby
                                           ---------------------
                                    Name:  Kenneth M. Darby
                                   Title:  Chairman and Chief Executive Officer
Date:  October 10, 2001


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


Signature             Title                                            Date


/s/ Kenneth M. Darby              Chairman and                 October 10, 2001
-------------------                                            ----------------
    Kenneth M. Darby               Chief Executive Officer


/s/ Milton F.Gidge                Director                     October 10, 2001
--------------------                                           ----------------
    Milton F. Gidge

/s/ Peter F. Neumann              Director                     October 10, 2001
--------------------                                           ----------------
    Peter F. Neumann


/s/ W. Gregory Robertson          Director                     October 10, 2001
------------------------                                       ----------------
    W. Gregory Robertson


/s/ Arthur D. Roche               Director                     October 10, 2001
-------------------                                            ----------------
    Arthur D. Roche

/s/ Kazuyoshi Sudo                Director                     October 10, 2001
    --------------                                             ----------------
    Kazuyoshi Sudo


<PAGE>


EXHIBIT 23.1











                         Consent of Independent Auditors
                         -------------------------------




The Board of Directors
Vicon Industries, Inc.




We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report, dated November 22, 2000, on the consolidated balance
sheets of Vicon Industries, Inc. and subsidiaries as of September 30, 2000 and
1999, and the related consolidated statements of operations, shareholders'
equity and cash flows and related schedule for each of the years in the
three-year period ended September 30, 2000, which report appears in the 2000
Annual Report on Form 10-K of Vicon Industries, Inc.




/s/KPMG LLP




Melville, New York
October 10, 2001


<PAGE>



EXHIBIT 5 & 23.2

                         SCHOEMAN, UPDIKE & KAUFMAN, LLP
                               60 East 42nd Street
                             New York, NY 10165-006




                                            Date:  October 10, 2001




Securities and Exchange Commission
Washington, D.C.   20549



                                          Vicon Industries, Inc.

Dear Sirs:

      We are acting as counsel to Vicon Industries, Inc. (the "Registrant") in
connection with the preparation of its registration statement on Form S-8 (the
"Registration Statement") registering 200,000 shares of the Registrant's Common
Stock, par value $.01 per share, issuable pursuant to the Registrant's 1999
Incentive Stock Option Plan and 1999 Non-Qualified Stock Option Plan.

      We have examined such Plans and such other documents as we believe
necessary or appropriate for us to render the opinion set forth below.

      We are of the opinion that 200,000 shares when issued and sold in
accordance with such Plans will be legally issued, fully paid and
non-assessable.

      We consent to the inclusion of this opinion in the Registration Statement
as exhibit thereto.

                                          Very truly yours,



                                          /s/ Schoeman, Updike & Kaufman, LLP
                                          -----------------------------------
                                              Schoeman, Updike & Kaufman, LLP
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-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                            THE SECURITIES ACT OF 1933

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

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

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

                               VICON INDUSTRIES, INC.
                      1999 Incentive Stock Option Plan and
                      1999 Non-Qualified Stock Option Plan
-------------------------------------------------------------------------------
                            (Full title of the Plan)

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

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

                                Proposed        Proposed
Title of                        maximum         maximum             Amount of
securities to   Amount to       offering price  aggregate          registration
be registered   be registered   per share (2)   offering price(2)      fee
-------------   -------------   --------------  -----------------  ------------
Common Stock    200,000 shares(1)   $3.57         $714,597           $178.65

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

(1)   The maximum number of shares as to which options may be granted under the
      Vicon Industries, Inc. 1999 Incentive Stock Option Plan and 1999
      Non-Qualified Stock Option Plan. In addition, pursuant to Rule 416(c)
      under the Securities Act of 1933, this registration statement also covers
      an indeterminate number of shares as may be required to cover possible
      adjustments under such Plan.

(2)   Estimated solely for the purpose of calculating the registration fee.
      Proposed maximum aggregate offering price is calculated pursuant to Rule
      457 (h) (1) based on the sum of: (a) the aggregate of the exercise prices
      ($465,531) of the outstanding options for 144,897 shares, plus (b) with
      respect to options for the remaining 55,103 shares reserved for grant, an
      assumed price of $4.52 per share based upon the average of the high and
      low sale prices of the Registrant's Common Shares as reported on the
      American Stock Exchange on October 9, 2001.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3.     Incorporation of Documents by Reference
      ------      ---------------------------------------

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

      1. The  Company's  Annual Report on form 10-K for its  fiscal year ended
September  30,  2000,  filed  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").

      2. The Company's Quarterly Reports on form 10-Q for its quarters ended
December 31. 2000, March 31, 2001 and June 30, 2001, filed pursuant to Section
13(a) or 15(d) of the Exchange Act.

      3. The description of the Common Stock contained in the Company's
Registration Statement on Form S-1, SEC File Number 2-66511 under Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.

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

      Item 4.     Description of Securities
      ------      -------------------------

      Not Applicable.

      Item 5.     Interests of Named Experts and Counsel
      ------      --------------------------------------

      Not Applicable.
Item 6.     Indemnification of Directors and Officers
      ------      -----------------------------------------

      Article 7 of the New York Business Corporation Law provides for the
indemnification of directors and officers subject to certain limitations. Among
other provisions, the statute provides that to be entitled to indemnification
under the statutory provisions, a person who is sued or threatened to be sued by
reason of being a director or officer of a New York corporation must
affirmatively establish that he acted in good faith for a purpose which he
reasonably believed to be in the best interests of the corporation. The statute
requires court approval to provide indemnification in a derivative action under
certain circumstances. Additionally, the indemnification to which directors,
officers and other persons serving the corporation are entitled excludes amounts
payable in a derivative action where the director, officer or other person is
adjudged to be liable to the corporation.

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

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

      Not Applicable
Item 8.     Exhibits
      ------      --------

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

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

          4             The Company's 1999 Incentive Stock Option Plan and 1999
                        Non-Qualified  Stock Option Plan  (incorporated   by
                        reference to the  Company's  Annual  Report on Form 10-K
                        for the fiscal year ended September 30, 1999)

          5             Opinion of Schoeman, Updike & Kaufman, LLP
                        dated October 10, 2001 as to the legality of
                        original issuance of shares of Common Stock
                        being registered.

         23.1          Consent of KPMG LLP.

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

      Item 9.     Undertakings
      ------      ------------

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

     2. The undersigned  registrant  hereby  undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  each  such
post-effective  amendment  shall be  deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;

     3. The undersigned registrant hereby undertakes to remove from registration
by means of a  post-effective  amendment any of the securities  being registered
which remain unsold at the termination of the offering;

     4. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Smithtown, State of New York, on October 10, 2001.

                                            VICON INDUSTRIES, INC.

                                      By:   /s/ Kenneth M. Darby
                                           ---------------------
                                    Name:  Kenneth M. Darby
                                   Title:  Chairman and Chief Executive Officer
Date:  October 10, 2001

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

Signature             Title                                            Date

/s/ Kenneth M. Darby              Chairman and                 October 10, 2001
-------------------                                            ----------------
    Kenneth M. Darby               Chief Executive Officer

/s/ Milton F.Gidge                Director                     October 10, 2001
--------------------                                           ----------------
    Milton F. Gidge

/s/ Peter F. Neumann              Director                     October 10, 2001
--------------------                                           ----------------
    Peter F. Neumann

/s/ W. Gregory Robertson          Director                     October 10, 2001
------------------------                                       ----------------
    W. Gregory Robertson

/s/ Arthur D. Roche               Director                     October 10, 2001
-------------------                                            ----------------
    Arthur D. Roche

/s/ Kazuyoshi Sudo                Director                     October 10, 2001
    --------------                                             ----------------
    Kazuyoshi Sudo
EXHIBIT 23.1

                         Consent of Independent Auditors
                         -------------------------------

The Board of Directors
Vicon Industries, Inc.

We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report, dated November 22, 2000, on the consolidated balance
sheets of Vicon Industries, Inc. and subsidiaries as of September 30, 2000 and
1999, and the related consolidated statements of operations, shareholders'
equity and cash flows and related schedule for each of the years in the
three-year period ended September 30, 2000, which report appears in the 2000
Annual Report on Form 10-K of Vicon Industries, Inc.

/s/KPMG LLP

Melville, New York
October 10, 2001
EXHIBIT 5 & 23.2

                         SCHOEMAN, UPDIKE & KAUFMAN, LLP
                               60 East 42nd Street
                             New York, NY 10165-006

                                            Date:  October 10, 2001

Securities and Exchange Commission
Washington, D.C.   20549

                                          Vicon Industries, Inc.

Dear Sirs:

      We are acting as counsel to Vicon Industries, Inc. (the "Registrant") in
connection with the preparation of its registration statement on Form S-8 (the
"Registration Statement") registering 200,000 shares of the Registrant's Common
Stock, par value $.01 per share, issuable pursuant to the Registrant's 1999
Incentive Stock Option Plan and 1999 Non-Qualified Stock Option Plan.

      We have examined such Plans and such other documents as we believe
necessary or appropriate for us to render the opinion set forth below.

      We are of the opinion that 200,000 shares when issued and sold in
accordance with such Plans will be legally issued, fully paid and
non-assessable.

      We consent to the inclusion of this opinion in the Registration Statement
as exhibit thereto.

                                          Very truly yours,

                                          /s/ Schoeman, Updike & Kaufman, LLP
                                          -----------------------------------
                                              Schoeman, Updike & Kaufman, LLP