SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549


                                 ____________



                                   FORM 8-K


                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)        July 13, 1998
                                                -------------------------------



                             PRI Automation, Inc.
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            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


       Massachusetts                      0-24934                04-2495703
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(STATE OR OTHER JURISDICTION            (COMMISSION             (IRS EMPLOYER
       OF INCORPORATION)                FILE NUMBER)         IDENTIFICATION NO.)
 

805 Middlesex Turnpike, Billerica, Massachusetts                     01821-3986
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)



Registrant's telephone number, including area code       (978) 670-4270
                                                  ------------------------------


                                Not Applicable
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         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

 
ITEM 5.   OTHER EVENTS.

          On July 13, 1998, PRI Automation, Inc., a Massachusetts corporation,
announced in a press release that it was undertaking a restructuring plan 
designed to reduce costs and expenses, including a workforce reduction of 
approximately 15%, and that its expected operating results for the fiscal
quarter ended June 30, 1998 would be lower than previously anticipated.

          A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.

ITEM 7.   Exhibits.
          ---------
EXHIBIT
NUMBER                DESCRIPTION
- --------              ------------
 
99.1                  Press Release dated July 13, 1998, entitled "PRI
                      Automation Announces Restructuring and Forecasts Lower Q3
                      Earnings."

 
                                      -2-




 
                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            PRI AUTOMATION, INC.



Date: July 15, 1998                         By: /s/ Stephen D. Allison
                                                ________________________________
                                                Stephen D. Allison
                                                Chief Financial Officer


                                      -3-


 
                                 EXHIBIT INDEX
 
EXHIBIT
NUMBER     DESCRIPTION
- ---------  ------------
 
99.1       Press Release dated July 13, 1998, entitled "PRI Automation 
           Announces Restructuring and Forecasts Lower Q3 Earnings."