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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-Q/A-1

     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

For the Quarterly Period Ended MARCH 31, 2002      Commission File Number 0-8623

                          ROBOTIC VISION SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                           11-2400145
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

 5 SHAWMUT ROAD, CANTON, MASSACHUSETTS                             02021
(Address of principal executive offices)                         (Zip Code)

        Registrant's telephone number, including area code (781) 302-2439

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                                  Yes |X| No | |

Number of shares of Common Stock outstanding as of May 9, 2002       60,602,775



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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits.



EXHIBIT
   NO.                              DESCRIPTION
   ---                              -----------
          
  3.1        Further amendments to registrant's Restated Certificate of
             Incorporation.

 10.11*      Third Amendment to the Revolving Credit and Security Agreement,
             dated April 3, 2002 between PNC Bank, National Association (as
             lender and agent) and Registrant (as borrower).

 10.12*      Securities Purchase Agreement, dated as of April 23, 2002, by and
             among Registrant and the purchasers listed therein.

 10.13*       Registration Rights Agreement, dated as of May 1, 2002 by and among
             Registrant and the purchasers listed therein.

 10.14*       Form of Registrant's Common Stock Purchase Warrant expiring June
             30, 2002 to purchase in the aggregate up to 2,055,436 shares of
             common stock.

 10.15*       Form of Registrant's Common Stock Purchase Warrant expiring May 1,
             2005 to purchase in the aggregate up to 2,569,305 shares of common
             stock.

 10.16*       Registrant's Common Stock Purchase Warrant expiring May 1, 2005 to
             purchase in the aggregate up to 565,249 shares of common stock.


(b)   Report on Form 8-K. -During the quarter ended March 31, 2002, we filed a
      current report on Form 8-K, dated March 28, 2002, with the Securities and
      Exchange Commission. The item reported on such Form 8-K was Item 5 - Other
      Events, which referenced that we learned that the staff of the Securities
      and Exchange Commission had commenced a formal investigation into our
      recent accounting practices that led to our May 2001 restatement of our
      financial results for the fiscal year ended September 30, 2000 and for the
      three month period ended December 31, 2000.

*     Previously filed with this quarterly report on Form 10-Q.


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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the registrant has duly caused this amendment to this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                                 ROBOTIC VISION SYSTEMS, INC.
                                                 ----------------------------
                                                         Registrant




Dated: May 13, 2002                               /s/ JOHN J. CONNOLLY
                                                --------------------------------
                                                      JOHN J. CONNOLLY
                                                   Chief Financial Officer
                                                  (Principal Financial and
                                                     Accounting Officer)


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