REGISTRATION STATEMENT NO. 33-58811
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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AMENDMENT NO. 3
TO
FORM S-3/A

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

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VITRONICS CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

COMMONWEALTH OF MASSACHUSETTS 04-2726873
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)

1 FORBES ROAD
NEWMARKET, NEW HAMPSHIRE 03857
(603) 659-6550
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

JAMES J. MANFIELD, JR., CHAIRMAN
VITRONICS CORPORATION
1 FORBES ROAD
NEWMARKET, NEW HAMPSHIRE 03857
(603) 659-6550
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE OF PROCESS)

COPIES TO:

MICHAEL F. SWEENEY, ESQ. WILLIAM M. PRIFTI, ESQ.
HINCKLEY, ALLEN & SNYDER LAW OFFICES
1500 FLEET CENTER 220 BROADWAY, SUITE 204
PROVIDENCE, RHODE ISLAND 02903 LYNNFIELD, MASSACHUSETTS 01940
(401) 274-2000 (617) 593-4525

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of the Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this form, check the following box. [_]

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED AUGUST 9, 1995

PRELIMINARY PROSPECTUS

VITRONICS CORPORATION

1,920,000 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)

All of the above shares of common stock, $.01 par value per share ("Common
Stock"), of Vitronics Corporation (the "Company") being offered hereby are
being sold by Schneider Securities, Inc., the managing underwriter (the
"Underwriter"), pursuant to the terms of a letter of intent for a firm
commitment offering between the Underwriter, New England Growth Fund I, L.P. as
Selling Stockholder ("NEGF") and the Company. Under said letter of intent, the
Underwriter is purchasing 1,920,000 shares (the "Shares") of Common Stock from
NEGF for $ per share (the bid price on the American Stock Exchange ("AMEX")
as of the date of this Prospectus less a 12% discount) and reselling the Shares
to the public at the same discounted price. The Company will not receive any
proceeds from the sale of the Shares. See "Plan of Distribution."

An additional 968,225 shares of Common Stock are also being registered by the
Company pursuant to the Registration Statement of which this Prospectus is a
part, but such shares are not part of the firm commitment offering described in
this Prospectus. Such additional shares will be sold in market transactions on
a continuous or delayed basis, subject to certain limitations imposed by
Federal and state securities laws, at then current market prices at any time,
and from time to time, over the next two years. In connection with such sales,
it is expected that such selling stockholders will incur a standard commission
charge. The selling price of such additional shares cannot be determined at
this time. See "Other Selling Stockholders."

The Shares are listed on the AMEX where they trade under the symbol "VTC."
The average of the high and low prices for the Common Stock on August 7, 1995
was $1.66 per share. See "Risk Factors -- Volatility of Stock Price" and
"Market for Registrant's Common Stock."

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HASTHE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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PRICE TO COMMISSIONS AND PROCEEDS
PUBLIC EXPENSE ALLOWANCE(1) TO NEGF(2)
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Per Share............................. $ . $ . $ .
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Total Offering........................ $ , , $ , $ , ,

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(1) The Underwriter will receive a commission of 10% and a non-accountable
expense allowance of 3% from NEGF. Other brokers participating in the
Offering may receive all or a portion of the 10% commission. The Company
has agreed to reimburse NEGF for one half of the non-accountable expenses
of the Underwriter up to a maximum of $40,000. The Company and the
Underwriter have agreed to indemnify each other against certain civil
liabilities, including liabilities under the Securities Act of 1933.

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SCHNEIDER SECURITIES, INC.

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THE DATE OF THIS PROSPECTUS IS , 1995.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549; Seven World Trade Center, 13th Floor, New York,
New York 10048 and Room 1204, Everett McKinley Dirksen Building, 219 South
Dearborn Street, Chicago, Illinois 60604. Copies of such materials can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Such reports and other information
concerning the Company can also be inspected at the offices of the AMEX at 86
Trinity Place, New York, New York 10006.

This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information contained
in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Offering. Any statements
contained herein concerning the provisions of any document are not necessarily
complete, and, in each instance, reference is made to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by such
reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference:

(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1994 (the "10-K"), as amended.

(2) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended April 1, 1995, as amended.

(3) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended July 1, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the Offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed documents which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. The Company
will provide, without charge, to each person to whom a copy of this Prospectus
has been delivered, on the written or oral request of such person, a copy of
any or all of the documents referred to above which have been or may be
incorporated by reference herein other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference herein). Requests for
such copies should be directed to: Lorraine Giordano, Clerk, Vitronics
Corporation, 1 Forbes Road, Newmarket, New Hampshire 03857; 603-659-6550.

PROSPECTUS SUMMARY

The following information is qualified in its entirety by the more detailed
information included elsewhere or incorporated by reference in this Prospectus.
Each prospective investor is urged to read this Prospectus, and any document
incorporated by reference, in its entirety.

THE COMPANY

Vitronics Corporation (the "Company") designs, manufactures and markets high-
volume systems for the soldering of surface mounted devices to, and the
cleaning of, printed circuit boards ("PCBs"). The Company's solder reflow
systems generally sell for between $20,000 and $150,000, and its semi-aqueous
cleaning systems generally sell for between $110,000 and $160,000. Management
believes that the Company's systems have the largest market share of their
respective high end reflow markets (excluding Japan), with approximately 30% of
the domestic and one-quarter of the worldwide solder reflow market, and in
excess of 50% of the installed base of in-line, semi-aqueous cleaning systems.

Although none of the Company's customers named below have any ongoing
contractual obligation to purchase the Company's products, all have made
repeated purchases of the Company's products in the past and approximately 40%
of such customers currently have purchase orders pending in the Company's
backlog. United States customers during the past eighteen months have included
Allied Signal, AT&T, AVEX Electronics, Chrysler, GE, GM, GTE, Hughes Aircraft,
IBM, Intel, McDonnell Douglas, Motorola, Northern Telecom, Raytheon, SCI and
Xerox. International customers during such period have included Ericsson,
Fujitsu, Hitachi, Mitsubishi, NEC, Olympus, Phillips, Siemens and Toshiba.

During 1994, the Company successfully introduced two new solder reflow ovens
into the marketplace, and recorded total sales in excess of $17 million and net
income of $602,000, as compared with a net loss of $1,357,000 in 1993 on sales
of $12.7 million in 1993. During the last quarter of 1994, the Company had
record bookings of $5.5 million.

THE OFFERING

Shares Offered............ 1,920,000 shares of Common Stock (the "Shares").

Common Stock
Outstanding(1)........... 7,553,638 shares

American Stock Exchange
Symbol................... VTC

Use of Proceeds........... The Company will not receive any proceeds from the
sale of Shares.

Risk Factors.............. The Shares offered hereby are speculative in na-
ture, involve a high degree of risk and should not
be purchased by anyone who cannot afford the loss
of his entire investment. See "Risk Factors."
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(1) As of July 1, 1995. Does not include the 976,200 shares reserved for
issuance pursuant to options presently outstanding under the Company's
stock option plans.

RISK FACTORS

INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK
AND IS SUITABLE ONLY FOR PERSONS OF SUBSTANTIAL RESOURCES WHO CAN AFFORD THE
LOSS OF ALL OR A PART OF THEIR INVESTMENT. PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER, AMONG OTHER FACTORS, THE FOLLOWING MATTERS BEFORE
INVESTING:

Recent History of Losses. As reflected in the Company's financial
statements, the Company recorded net income of $602,000 in fiscal 1994, after
net losses of over $6 million in the aggregate for the preceding three fiscal
years. The Company attributes this turnaround to an aggressive cost control
program implemented in 1993, reduction in material and direct labor costs,
general improvement in the economy and the marketing of innovative new
products such as UNITHERM II(R) and ISOTHERM(TM). While the Company will
continue to build on this strategy, there can be no assurance of continued
profitability.

Bank Financing. The Company has obtained a $500,000 line of credit with the
First National Bank of Portsmouth. This line of credit is secured by
substantially all of the assets of the Company. Management believes this line
of credit, in addition to internally generated funds and capital equipment
lease financing expected to be available, will be sufficient to meet the
Company's working capital requirements in 1995. There can be no assurance,
however, that additional debt or equity financing will not be needed or that
such financing, if available, will be adequate to meet the Company's
requirements on terms satisfactory to the Company.

Business Cycles; Dependence of Company on Electronics-Related
Industries. Most of the Company's customers operate in electronics-related
industries that are subject to a decline in activity during recessions in the
general economy. During the recent recession, the Company experienced a steady
decline in net sales from $20.5 million in fiscal 1989 to a low of $12.3
million in fiscal 1992. Although the Company in 1994 experienced a significant
increase in sales and orders for its products, there can be no assurance that
the negative impact of the recent recession in the general economy, and in the
electronics-related industries in particular, is over. Moreover, the currently
forecasted slowdown in the economy, should it occur, could have a material
adverse impact on the Company's operations. In the future, it should be
expected that the Company's business will continue to be affected by general
business cycles and that such cycles will have a material impact upon the
Company's business from year to year.

Competition. The printed circuit board ("PCB") reflow soldering and cleaning
markets are highly competitive. Competition, and particularly price
competition, could adversely affect the Company's ability to maintain and/or
increase its sales and profitability. Many of the Company's current and
potential competitors have substantial financial, marketing and technical
resources, manufacturing capability, customer support organizations and name
recognition. There can be no assurance that the Company will be able to
compete successfully in the future.

The Company's solder reflow systems may also face competition from the
development of electrically conductive adhesives designed to eliminate the
need to solder components to PCBs. At this point in the development of
conductive adhesives the Company believes that even if the adhesives are
technologically successful, they will require heat treatment or curing.
Accordingly, a market will continue to exist for the Company's solder reflow
technology. The potential impact of electrically conductive adhesives on the
Company's semi-aqueous system business is uncertain.

The Company's semi-aqueous cleaning systems also face competition from the
growing acceptance and utilization of "no clean" solder pastes which produce
minimal flux residue, thus reducing and potentially eliminating the need for
post-assembly PCB cleaning and the emergence of electrically-conductive
adhesives. There can be no assurance that the technology necessary to make and
effectively use "no clean" solder pastes which meet high reliability standards
will not be developed. In such event, the market for semi-aqueous cleaning
systems could be substantially reduced.

Component Supply. The microprocessor used in the Company's UNITHERM solder
reflow systems is presently being purchased from only one source. There can be
no assurance that this source will continue in business or continue to
manufacture the component upon which the Company's products currently depend.
The Company has not entered into a supply agreement with this vendor and is
dependent on the availability of its components on an as-needed basis.
Although management believes it can obtain the microprocessor component from
other sources on competitive terms, the inability to obtain the number of
these components required could result in delays or reductions in product
shipments which would adversely affect the Company's operating results.

Potential Increased Costs. Although management believes that it has defined
the production costs of its new product lines within fairly narrow ranges,
these costs may vary depending on the Company's ability to take advantage (or
not) of quantity discounts, etc. If the Company experiences working capital
shortages in 1995, its costs may increase and gross margins decrease, which
could have a material adverse impact on the Company and its prospects for
growth.

Technological Change and Dependence on New Products. The Company's product
markets are characterized by changing technology, evolving industry standards
and frequent new product introductions. The Company's success will depend upon
its ability to market its existing products (including its UNITHERM, UNITHERM
II(R), ISOTHERM(TM) and ENVIROCLEAN(R) product lines) and to introduce future
products on a timely basis. There can be no assurance that the Company will be
successful in selecting, developing, manufacturing, and marketing new products
or in continuing to market its existing products.

In 1994, the Company commenced the manufacture and marketing of its UNITHERM
II(R) and ISOTHERM(TM) reflow soldering systems. Management expects the sale
of the Company's older products to diminish over time. Management believes
that the success of the UNITHERM II(R) and ISOTHERM(TM) product lines is,
therefore, crucial to the future of the Company. Although sales of these
products to date have been encouraging, there can be no assurance that these
product lines will maintain profitable sales levels in 1995. The lack of sales
or profitability of these products could have a substantial and adverse impact
on the Company.

Narrow Product Line and Customer Base. The bulk of the Company's revenues
(92% in 1994) are derived from sales of its solder reflow systems. As a
result, the Company's revenues are subject to greater variability than would
be true if the Company had a broader product line. In addition, although the
Company may have as many as 160 customers in any given year, approximately 15%
of its net sales in fiscal 1994, 8% in fiscal 1993 and 11% in fiscal 1992 were
derived from the same customer. This concentration of business could subject
the Company's revenues to greater variability than would be true if the
Company's sales were distributed over a broader customer base, even though no
other single customer accounted for more than 10% of sales in any of the three
fiscal years preceding the date of this Prospectus.

Current Patent Litigation. On November 26, 1991, the Company filed suit
against a competitor ("Conceptronic") in the United States District Court for
the District of New Hampshire seeking an injunction and damages against
Conceptronic for infringement of two patents owned by the Company covering the
apparatus and operating methodology of its solder reflow systems. Conceptronic
filed a counterclaim against the Company alleging that the patent suit was
brought in bad faith to maliciously interfere with Conceptronic's business
relations. Conceptronic's counterclaims were dismissed in December 1993.

There has been a series of rulings on technical motions by each side since
the initiation of the suit which are described in detail under the heading
"Legal Proceedings" in the Company's 10-K for fiscal 1994. In short, the Court
at present has determined as a matter of law that the Company has produced
sufficient facts which, if proved at trial, will establish Conceptronic's
infringement of certain Company patents. A trial date has been set for July
25, 1995.

Trial by jury of any patent litigation can be both expensive and time
consuming, and there can be no assurance that the Company will ultimately
prevail. Although the Company intends to vigorously pursue this

litigation, continued litigation costs may be substantial and will reduce the
Company's resources available to fund working capital requirements.

A detailed procedural history of the patent litigation is set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 which is incorporated herein by reference.

Dependence on Key Employees. The Company's success will depend in part on
key management and technical employees and on the Company's ability to
continue to attract, retain and motivate highly talented personnel. With the
exceptions of Messrs. Manfield, Lawler, Chanasyk and Spilling, the Company
does not have written employment agreements with its personnel, although the
Company's technical employees are required to enter into noncompetition
agreements. The loss of one or more of the Company's key employees could have
an adverse impact on the Company. There can be no assurance that the Company
can retain its key employees or that it can attract, assimilate, or retrain
other skilled personnel.

Limits of Current Plant and Equipment; Possible Need for Additional
Capital. The current plant and equipment of the Company is not fully utilized.
The Company estimates that its sales could increase to approximately
$30,000,000 per year before full utilization of its capacity would occur,
although there can be no assurance that such growth in sales will occur.
Should sales reach the Company's maximum capacity level, however, further
growth may be limited without the acquisition of additional plant space and
equipment.

Uncertainty of Forward-Looking Statements. Although no projections are
included in this Prospectus, in certain instances management has made forward-
looking statements regarding the Company's future prospects where it felt such
information was important to an investor's understanding of the Company. These
forward-looking statements are based on management's best estimates and
present intentions and on assumptions that may or may not prove true. No
assurance can be provided that the actual results achieved will conform with
management's present beliefs, and variances, if they occur, may be material
and adverse.

Volatility of Stock Price. The trading price of the Company's Common Stock
has been subject to substantial fluctuations in response to quarter to quarter
variations in operating results, announcements of technological innovations or
new products by the Company or its competitors, and other events or factors.
In addition, the stock market has, from time to time, experienced significant
price and volume fluctuations which have particularly affected the market
price for many high technology companies and which often have been unrelated
to the operating performance of these companies. These broad market
fluctuations may adversely affect the market price of the Company's Common
Stock.

Shares Eligible for Future Sale. There are 976,200 shares reserved for
issuance upon exercise of outstanding options granted under the Company's
stock option plan, which shares will become available for future sale in the
public market at prescribed times. Sales of substantial amounts of such shares
in the public market could exert downward pressure on the trading price of the
Common Stock.

Lack of Dividends. The Company has not paid any dividends on its Common
Stock since its inception and currently intends to retain any future earnings
for use in its business.

SELLING STOCKHOLDER

The following table sets forth the name, amount of Common Stock owned by the
Selling Stockholder prior to the Offering, the amount to be offered for the
holder's account and the amount and percentage, if required, of Common Stock
to be owned by the holder after the Offering. Except as indicated in a
footnote, the Selling Stockholder and its affiliates have not held any
position, office or material relationship with the Company within three years
of the date of this Prospectus.

SHARES ACQUIRABLE
(AND OFFERED HEREBY) SHARES ACQUIRABLE SHARES REMAINING
UPON CONVERSION (AND OFFERED HEREBY) IF ALL SHARES
10% CONVERTIBLE UPON EXERCISE OF OFFERED HEREBY
SHARES CURRENTLY SUBORDINATED COMMON STOCK ARE SOLD
NAME OWNED DEBENTURE PURCHASE WARRANTS (% IF > 1%)
---- ---------------- -------------------- -------------------- ------------------

New England Growth Fund I, L.P.(1).... 0 1,920,000 0 480,000 (4.66%)(2)

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(1) John F. Rousseau, Jr. and Robert J. Hanks are general partners of the
general partner of New England Growth Fund I, L.P. ("NEGF") and have
served as directors of the Company since October 1993.
(2) If all of the 1,920,000 Shares registered and offered hereby are sold,
NEGF will continue to hold 480,000 shares of Common Stock of the Company.
These 480,000 shares are included in the additional 968,225 shares which
are covered by a separate Prospectus included in this Registration
Statement. NEGF has agreed not to sell the 480,000 shares for a period of
9 months from the date of this Prospectus. See "Plan of Distribution" and
"Other Selling Stockholders."

MARKET FOR THE COMPANY'S COMMON STOCK

The Company's Common Stock is traded on the American Stock Exchange under
the trading symbol VTC. As of July 1, 1995 there were a total of 7,553,638
shares of Common Stock issued and outstanding.

The following table presents high and low sales prices for the Common Stock
for each fiscal quarter within the fiscal years ended December 31, 1994 and
1993, and for the first and second fiscal quarters of 1995.

1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
------------- -------------- -------------------------
HIGH LOW HIGH LOW HIGH LOW HIGH LOW
------ ------ ------- ------ ------ ------------ -----

1995..................... 2 3/16 1 5/16 1 11/16 1 3/16 -- -- -- --
1994..................... 1 3/16 5/8 15/16 5/8 1 5/8 1 13/16 11/16
1993..................... 7/8 9/16 11/16 7/16 13/16 3/8 1 1/8 9/16

PLAN OF DISTRIBUTION

New England Growth Fund I, L.P., the Selling Stockholder ("NEGF"), has
entered into a letter of intent with Schneider Securities, Inc., the
Underwriter, which contemplates the terms of a firm commitment underwriting
agreement (the "Underwriting Agreement") in connection with this offering. The
Underwriting Agreement shall be executed prior to the closing of the offering.
Pursuant to the Underwriting Agreement, the Underwriter will purchase from
NEGF the 1,920,000 Shares offered hereby at $ . per Share (the bid price on
the AMEX as of the date of this Prospectus less a 12% discount) and resell
such Shares in the public marketplace at the same discounted price. The
Underwriter may offer a portion of the Shares to certain other broker-dealers
and may reallow such dealers the usual and customary discount. In connection
with the Underwriting Agreement, NEGF has agreed not to sell a total of
480,000 shares of Common Stock of the Company, the balance of its holdings in
the Company, for a period of 9 months from the effective date of this
prospectus, and to request that Messrs. Hanks and Rousseau, general partners
of the general partner of NEGF, resign from the Company's Board of Directors.

OTHER SELLING STOCKHOLDERS

An additional 968,225 shares of Common Stock of the Company which are not
part of the firm commitment offering (the "Non-Schneider Shares") have been
registered by the Company for NEGF (480,000 shares) and certain other selling
stockholders (488,225 shares). The distribution of the Non-Schneider Shares by
such selling stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) on the AMEX, in negotiated
transactions, through the writing of options or shares (whether such options
are listed on an options exchange or otherwise), or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated prices. Such
selling stockholders may effect such transactions by selling the Non-Schneider
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from such
selling stockholders and/or purchasers of shares for whom they may act as
agent (which compensation may be in excess of customary commissions). None of
the Non-Schneider Shares are included in the firm commitment underwriting and
the Underwriter is not expected to purchase and resell such shares.

DESCRIPTION OF THE COMMON STOCK

Common Stock. The Company's Articles of Organization authorizes the issuance
of 20,000,000 shares of Common Stock, par value $.01 per share. Each record
holder of Common Stock is entitled to one vote for each share held on all
matters properly submitted to the stockholders for their vote.

In accordance with Massachusetts Business Corporation Law, the Company has a
classified Board of Directors consisting of two directors whose terms expire
in 1995 (including one current vacancy in such class), three directors whose
terms expire in 1996 and two directors whose terms expire in 1997. Cumulative
voting for the election of directors is not permitted by the Articles of
Organization.

Holders of the outstanding shares of the Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out
of legally available funds therefor, although the Company has not declared
dividends and does not have a present intention to do so in the foreseeable
future and may be prohibited from doing so by its current lenders. In the
event of liquidation, dissolution or winding up of the affairs of the Company,
holders of the Common Stock are entitled to receive, ratably, the assets of
the Company net of liabilities. Holders of outstanding shares of Common Stock
have no preemptive, conversion or redemptive rights. All the issued and
outstanding shares of the Common Stock are, and all unissued shares when
issued against payment therefor will be, duly authorized, validly issued,
fully paid and non-assessable.

Transfer Agent. Registrar & Transfer Company, 10 Commerce Drive, Cranford,
New Jersey, acts as the Company's Transfer Agent.

INDEMNIFICATION

Section 67 of the Massachusetts Business Corporation Law (the "BCL")
authorizes and empowers the Company to indemnify the directors, officers,
employees and agents of the Company against liabilities incurred in connection
with, and related expenses resulting from, any claim, action or suit brought
against any such person as a result of his relationship with the Company,
provided that such persons acted in accordance with a stated standard of
conduct in connection with the acts or events on which such claim, action or
suit is based.

or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Sections 61 and 62 of the BCL (relating to the payment of unauthorized
distributions or the extension of unapproved loans to officers or directors),
or (iv) for any transaction from which the director derived an improper
personal benefit.

Under Article 6A of the Company's Articles of Organization (the "Articles")
the Company may indemnify its directors, officers, employees or other agents,
present or former, if provided in the Company's by-laws. Under Article 6I of
the Articles, as amended, the Company's directors do not have personal
liability to the Company or its stockholders for monetary damages for any
breach of their fiduciary duty as directors to the extent Section 13(b)(1 1/2)
of the BCL permits the limitation of such liability.

Article V(9) of the Company's by-laws further provides for the
indemnification of officers and directors to the fullest extent authorized by
the BCL, and for the prompt advancement of expenses, for costs, expenses
(including legal fees) and obligations paid or incurred in connection with or
arising out of the defense or disposition of any action, suit or other
proceeding whether civil or criminal, in which the director or officer may be
a defendant or with which the director or officer may be threatened or
otherwise involved, directly or indirectly, by reason of his being or having
been a director or officer; provided, however, that the Company shall provide
no indemnification with respect to any matter as to which any such indemnitee
shall be finally adjudicated in such action, suit or proceeding not to have
acted in good faith in the reasonable belief that his action was (i) in the
best interest of the Company or (ii) to the extent such matter relates to
federal or state securities laws, consonant with such laws.

LEGAL MATTERS

Certain legal matters in connection with the validity of the Shares offered
hereby will be passed upon for the Company by Hinckley, Allen & Snyder, 1500
Fleet Center, Providence, Rhode Island 02903. Certain legal matters regarding
the underwriting of the Shares and the Underwriter will be passed upon by
William M. Prifti, Esq., Law Offices, 220 Broadway, Suite 204, Lynnfield, MA
01940.

EXPERTS

The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the fiscal year ended December 31,
1994 have been audited by Coopers & Lybrand L.L.P., Independent Auditors, as
stated in their report dated February 21, 1995 incorporated herein by
reference, and have been so incorporated by reference in reliance upon such
report given upon the authority of that firm as experts in accounting and
auditing.

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PRO-
SPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL ANY SECURITIES: (I) OTHER THAN THOSE SPECIFICALLY
OFFERED HEREBY, (II) IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED, (III) IN ANY JURISDICTION IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, (IV) TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION, OR (V) TO
ANY PERSON WHO IS NOT A UNITED STATES RESIDENT OR WHO IS OUTSIDE THE JURISDIC-
TION OF THE UNITED STATES. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE AS OF
WHICH SUCH INFORMATION IS PROVIDED IN THIS PROSPECTUS.

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

TABLE OF CONTENTS

PAGE
----

Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Selling Stockholders....................................................... 7
Market for the Company's Common Stock...................................... 7
Plan of Distribution....................................................... 7
Other Selling Stockholders................................................. 8
Description of the Common Stock............................................ 8
Indemnification............................................................ 8
Legal Matters.............................................................. 9
Experts.................................................................... 9

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[LOGO OF VITRONICS APPEARS HERE]

1,920,000 SHARES

------------
PROSPECTUS
------------

SCHNEIDER SECURITIES, INC.

, 1995

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PROSPECTUS

VITRONICS CORPORATION

968,225 SHARES OF COMMON STOCK
(PAR VALUE $.01 PER SHARE)

The Selling Stockholders are offering for sale (the "Offering") a total of
968,225 shares (the "Shares") of Common Stock, $.01 par value per share (the
"Common Stock"), of Vitronics Corporation (the "Company"). The Company will
not receive any proceeds from the sale of the Shares.

The Shares are being registered pursuant to the Registration Statement of
which this Prospectus is a part and the Selling Stockholders are identified in
the table captioned "Selling Stockholders" herein.

The Shares are listed on the American Stock Exchange (the "AMEX") where they
trade under the symbol "VTC." The average of the high and low prices for the
Common Stock on August 7, 1995 was $1.66 per share. See "Risk Factors--
Volatility of Stock Price." The Selling Stockholders intend to sell the Shares
in market transactions on a continuous or delayed basis, subject to certain
limitations imposed by Federal and state securities laws, at then current
market prices at any time, and from time to time, over the next two years. In
connection with sales, it is expected that the Selling Stockholders will incur
a standard commission charge. See "Plan of Distribution". The selling price of
the Shares cannot be determined at this time.

An additional 1,920,000 shares of Common Stock are being registered by the
Company pursuant to the Registration Statement of which this Prospectus is a
part. Such additional shares comprise a firm commitment offering by Schneider
Securities, Inc. as Underwriter for such shares for the account of New England
Growth Fund I, L.P., as selling stockholder ("NEGF"). Such additional shares
are being purchased by the Underwriter from NEGF for $ per share (the bid
price on the AMEX as of the date of this Prospectus less a 12% discount) and
are being resold to the public at the same discounted price. See "Plan of
Distribution" and "Other Selling Stockholders."

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE
CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS , 1995.

AVAILABLE INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference:

(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1994 (the "10-K"), as amended.

(2) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended April 1, 1995, as amended.

(3) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended July 1, 1995.

PROSPECTUS SUMMARY

THE COMPANY

THE OFFERING

Shares Offered............ 968,225 shares of Common Stock (the "Shares").

Common Stock
Outstanding(1)........... 7,553,638 shares

American Stock Exchange
Symbol................... VTC

Use of Proceeds........... The Company will not receive any proceeds from the
sale of Shares.

RISK FACTORS

litigation, continued litigation costs may be substantial and will reduce the
Company's resources available to fund working capital requirements.

A detailed procedural history of the patent litigation is set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1994 which is incorporated herein by reference.

Lack of Dividends. The Company has not paid any dividends on its Common
Stock since its inception and currently intends to retain any future earnings
for use in its business.

SELLING STOCKHOLDERS

The following table sets forth the name, amount of Common Stock owned by the
Selling Stockholders prior to the Offering, the amount to be offered for the
holder's account and the amount and percentage, if required, of Common Stock
to be owned by the holder after the Offering. Except as indicated in a
footnote, none of the Selling Stockholders or their affiliates have held any
position, office or material relationship with the Company within three years
of the date of this Prospectus.

New England Growth Fund I, L.P.(1)... 0 480,000 0 0
Barclay Investments, Inc.(2)......... 0 0 73,113(3) 0
James F. Twaddell.................... 0 0 57,612 0
Edward R. Henderson.................. 0 0 15,500 0
Paul Fiorini......................... 0 0 30,000 0
Fred Luthy........................... 0 0 15,000 0
Joseph Guccione...................... 0 0 15,000 0
Robert A. Neff....................... 0 0 15,000 0
A.W. Airflo Company(4)............... 142,000 0 0 0

--------
(1) John F. Rousseau, Jr. and Robert J. Hanks are general partners of the
general partner of New England Growth Fund I, L.P. ("NEGF") and have
served as directors of the Company since October 1993. NEGF is selling
contemporaneously with this Prospectus a total of 1,920,000 shares of
Common Stock of the Company pursuant to a firm commitment underwriting by
Schneider Securities, Inc. As part of such firm commitment underwriting,
NEGF has agreed not to sell the 480,000 shares offered hereby for a period
of 9 months from the date of this Prospectus and to request that Messrs.
Rousseau and Hanks resign from the Company's Board of Directors. See "Plan
of Distribution" and "Other Selling Stockholders."
(2) Barclay Investments, Inc. served as standby underwriter for the Company's
1992 Rights Offering and as Advisor for the placement of the Company's 10%
Convertible Debenture to NEGF in October, 1993.
(3) Includes 125,000 shares acquirable upon exercise of a Common Stock Warrant
dated October 1, 1993, and 73,113 shares acquirable upon exercise of a
Common Stock Warrant dated March 9, 1994.
(4) A.W. Airflo Company supplies materials to the Company from time to time
which are used in the Company's manufacturing processes.

MARKET FOR THE COMPANY'S COMMON STOCK

The Company's Common Stock is traded on the American Stock Exchange under
the trading symbol VTC. As of July 1, 1995 there were a total of 7,553,638
shares of Common Stock issued and outstanding.

The following table presents high and low sales prices for the Common Stock
for each fiscal quarter within the fiscal years ended December 31, 1994 and
1993, and for the first fiscal quarter of 1995.

1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
------------- -------------- -------------------------
HIGH LOW HIGH LOW HIGH LOW HIGH LOW
------ ------ ------- ------ ------ ------------ -----

1995................. 2 3/16 1 5/16 1 11/16 1 3/16 -- -- -- --
1994................. 1 3/16 5/8 15/16 5/8 1 5/8 1 13/16 11/16
1993................. 7/8 9/16 11/16 7/16 13/16 3/8 1 1/8 9/16

PLAN OF DISTRIBUTION

The Shares are listed on the American Stock Exchange. The distribution of
the Shares by the Selling Stockholders may be effected from time to time in
one or more transactions (which may involve block transactions) on the AMEX,
in negotiated transactions, through the writing of options or shares (whether
such options are listed on an options exchange or otherwise), or a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices. The
Selling Stockholders may effect such transactions by selling Shares to or
through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Stockholders and/or purchasers of shares for whom they may act as agent (which
compensation may be in excess of customary commissions).

OTHER SELLING STOCKHOLDERS

In addition to the Shares offered hereby, one of the Selling Stockholders,
New England Growth Fund I, L.P., ("NEGF"), has entered into a letter of intent
with Schneider Securities, Inc. as underwriter, which contemplates the terms
of a firm commitment underwriting agreement (the "Underwriting Agreement")
covering 1,920,000 shares of Common Stock of the Company owned by NEGF. The
Underwriting Agreement shall be executed on or before the date of this
Prospectus. Pursuant to the Underwriting Agreement, the Underwriter will
purchase from NEGF 1,920,000 shares of Common Stock at $ . per share (the
bid price on the AMEX as of the date of this Prospectus less a 12% discount)
and shall resell such shares in the public marketplace at the same discounted
price. The Underwriter will receive a 10% commission and a 3% non-accountable
expense from NEGF. The Underwriter may offer a portion of the shares to
certain other broker-dealers and may reallow such dealers the usual and
customary discount. In connection with the Underwriting Agreement, NEGF has
agreed not to sell the 480,000 shares of Common Stock of the Company which it
is offering hereby, the balance of its holdings in the Company, for a period
of 9 months from the effective date of this Prospectus, and to request that
Messrs. Hanks and Rousseau, general partners of the general partner of NEGF,
resign from the Company's Board of Directors.

DESCRIPTION OF THE COMMON STOCK

In accordance with Massachusetts Business Corporation Law, the Company has a
classified Board of Directors consisting of two directors whose terms expire
in 1995 (including any current vacancy in such class), three directors whose
terms expire in 1996 and two directors whose terms expire in 1997. Cumulative
voting for the election of directors is not permitted by the Articles of
Organization.

Holders of the outstanding shares of the Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out
of legally available funds therefor, although the Company has not declared
dividends and does not have a present intention to do so in the foreseeable
future and may be prohibited from doing so by its current holders. In the
event of liquidation, dissolution or winding up of the affairs of the Company,
holders of the Common Stock are entitled to receive, ratably, the assets of
the Company net of liabilities. Holders of outstanding shares of Common Stock
have no preemptive, conversion or redemptive rights. All the issued and
outstanding shares of the Common Stock are, and all unissued shares when
issued against payment therefor will be, duly authorized, validly issued,
fully paid and non-assessable.

Transfer Agent. Registrar & Transfer Company, 10 Commerce Drive, Cranford,
New Jersey, acts as the Company's Transfer Agent.

INDEMNIFICATION

In addition, Section 13(b)(1 1/2) of the BCL permits the elimination or
limiting of the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
notwithstanding any provision of law imposing such liability; provided,
however, that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Sections 61 and 62 of the BCL (relating to the payment of unauthorized
distributions or the extension of unapproved loans to officers or directors),
or (iv) for any transaction from which the director derived an improper
personal benefit.

LEGAL MATTERS

Certain legal matters in connection with the validity of the Shares offered
hereby will be passed upon for the Company by Hinckley, Allen & Snyder, 1500
Fleet Center, Providence, Rhode Island 02903.

EXPERTS

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TABLE OF CONTENTS

PAGE
----

Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
Prospectus Summary......................................................... 3
Risk Factors............................................................... 4
Selling Stockholders....................................................... 7
Market for the Company's Common Stock...................................... 7
Plan of Distribution....................................................... 8
Other Selling Stockholders................................................. 8
Description of the Common Stock............................................ 8
Indemnification............................................................ 9
Legal Matters.............................................................. 9
Experts.................................................................... 9

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[LOGO OF VITRONICS APPEAR HERE]

968,225 SHARES

--------------
PROSPECTUS
--------------

, 1995

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The registrant estimates that expenses in connection with the offering
described in this Registration Statement, all of which shall be borne by the
Company, will be as follows:

Securities and Exchange Commission registration fee................. $ 1,464
Printing expenses*.................................................. $20,000
Accountant's fees and expenses...................................... $ 5,000
Legal fees and expenses............................................. $25,000
Blue Sky fees and expenses.......................................... $ 5,000
NASD filing fee..................................................... $ 925
Miscellaneous....................................................... $ 1,500
-------
Total............................................................. $58,739
=======

--------
* includes Edgar filing service charges

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

II-1

ITEM 16. EXHIBITS.

A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.

ITEM 17. UNDERTAKINGS.

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 this Registration Statement
or any material change to such information in this Registration Statement.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each such post-
effective Amendment and 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 this 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.

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.

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 Securities
Act of 1933 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.

II-2

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
AMENDMENT NO. 3 TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED ON THE 9TH DAY OF AUGUST, 1995.

Vitronics Corporation

/s/ James J. Manfield, Jr.
By: __________________________________
JAMES J. MANFIELD, JR.,
CHAIRMAN OF THE BOARD, CHIEF
EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER, TREASURER AND
DIRECTOR

/s/ Daniel J. Sullivan
By: __________________________________
DANIEL J. SULLIVAN, CORPORATE
CONTROLLER AND PRINCIPAL
ACCOUNTING OFFICER

/s/ Ronald W. Lawler
By: __________________________________
RONALD W. LAWLER, PRESIDENT,
CHIEF OPERATING OFFICER AND
DIRECTOR

/s/ David R. A. Steadman
By: __________________________________
DAVID R. A. STEADMAN,
DIRECTOR

/s/ Allen H. Keough
By: __________________________________
ALLEN H. KEOUGH,
DIRECTOR

/s/ John F. Rousseau, Jr.
By: __________________________________
JOHN F. ROUSSEAU, JR.,
DIRECTOR

/s/ Robert J. Hanks
By: __________________________________
ROBERT J. HANKS,
DIRECTOR

II-3

EXHIBIT INDEX

NO. ITEM PAGE
--- ---- ----

1.1 Letter of Intent between New England Growth Fund I, L.P., Schneider
Securities, Inc. and the Company dated June 30, 1995(4)...........
1.2 Form of Underwriting Agreement between New England Growth Fund I,
L.P., Schneider Securities, Inc. and the Company(4)...............
4.1 Specimen Common Stock Certificate(1)...............................
4.2 Form of Warrant issued to the Underwriter in the Company' 1992
Rights Offering(2).................................................
4.3 Form of 10% Convertible Subordinated Debenture(3)..................
4.4 Form of Common Stock Purchase Warrant(3)...........................
5.0 Opinion of Messrs. Hinckley, Allen & Snyder regarding the legality
of the securities offered(4).......................................
23.1 Consent of Coopers & Lybrand L.L.P. ...............................
23.2 Consent of Hinckley, Allen & Snyder (included in Exhibit 5.0)......

--------
(1) Exhibit 4.1 is hereby incorporated by reference from Exhibits to Annual
Report on Form 10-K (File No.2-90042) filed by the Company with the
Securities and Exchange Commission on April 1, 1985.
(2) Exhibit 4.2 is hereby incorporated by reference to Exhibits to Amendment
No. 2 to Form S-2 Registration Statement (File No. 33-50928) filed by the
Company with the Securities and Exchange Commission on November 12, 1992.
(3) Exhibits 4.3 and 4.4 are hereby incorporated by reference from Exhibits
to Annual Report on Form 10-K (File No. 0-13715) filed by the Company
with the Securities & Exchange Commission on April 13, 1994.

(4) Previously Filed with the Registration Statement.