8-K

                                  UNITED STATES
                       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):     February 3, 2004



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



        NEW YORK                    1-7939                   11-2160665
(State or other jurisdiction      (Commission       (IRS Employer Identification
 of Incorporation)                File Number)                 Number)




   89 Arkay Drive, Hauppauge, New York                            11788
(Address of principal executive offices)                       (Zip Code)



Registrant's telephone number, including area code:           (631) 952-2288



                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)
















Item 4. Changes in Registrant's Certifying Accountant

(a) Previous Principal Independent Accountants and Auditors.

     (i) On February 3, 2004,  the Board of Directors of  Registrant  approved a
resolution   dismissing  KPMG  LLP  ("KPMG")  as  the  Registrant's   certifying
accountants  effective as of the close of business on that date. The decision of
the Board of Directors was based on the recommendation of the Audit Committee of
the Board of  Directors.  KPMG had been  engaged as the  Registrant's  principal
accountants since 1973.

     (ii) The audit reports of KPMG on the Registrant's  consolidated  financial
statements  as of and for the years  ended  September  30, 2003 and 2002 did not
contain any adverse  opinion or a disclaimer of opinion nor were they  qualified
or modified as to  uncertainty,  audit scope, or accounting  principles,  except
that their report,  dated January 14, 2004,  contains an  explanatory  paragraph
relating  to  the  Company's  adoption  of  Statement  of  Financial  Accounting
Standards No. 142, "Goodwill and Other Intangible Assets",  effective October 1,
2002.

     (iii) In connection with the audits of the two fiscal years ended September
30, 2003 and 2002, there were no  disagreements  between the Registrant and KPMG
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope or procedure, which disagreement,  if not resolved
to the  satisfaction  of KPMG,  would have caused KPMG to make  reference to the
subject matter of the disagreement in connection with their reports.

     (iv) In connection  with the audits of the two fiscal years ended September
30, 2003 and 2002, there were no "Reportable  Events" within the meaning of Item
304(a)(1)(v) of Regulation S-K.  However,  KPMG communicated to the Registrant a
matter it  considered  to be a weakness in the  Registrant's  internal  controls
relating to the adequacy of staffing of its finance  department.  The Registrant
is  addressing  this  concern  and is in the  process of further  enhancing  its
finance staff.

     (v) The  required  letter from KPMG LLP  addressed  to the  Securities  and
Exchange  Commission,   with  respect  to  the  above  statements  made  by  the
Registrant,  is  attached  hereto  as  Exhibit  16 and  incorporated  herein  by
reference.

(b) New Principal Independent Accountants and Auditors.

     On February 3, 2004,  the Audit  Committee of the Board of Directors of the
Registrant engaged BDO Seidman, LLP as the Registrant's  certifying  accountants
for the fiscal year ending  September 30, 2004. The Registrant has not consulted
with BDO  Seidman,  LLP during its two most recent  fiscal  years nor during any
subsequent  interim  period prior to its  appointment  as auditor for the fiscal
year  2004  audit  regarding  the  application  of  accounting  principles  to a
specified  transaction,  either  completed  or  proposed,  or the  type of audit
opinion  that  might be  rendered  on the  Registrant's  consolidated  financial
statements,  or any matter  that was either the  subject of a  disagreement  (as
defined in item 304 (a)(1)(iv) of Regulation  S-K and the related  instructions)
or reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).



Item 7. Financial Statements and Exhibits

   Exhibit

     16   Letter from KPMG LLP to the Securities and Exchange  Commission  dated
          February 10, 2004.

                                     Page 2





                                   SIGNATURES

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

                                                   VICON INDUSTRIES, INC.



Dated:  February 10, 2004                           By: /s/ John M. Badke
                                               ---------------------------------
                                                    John M. Badke
                                                    Vice President, Finance and
                                                     Chief Financial Officer




                                   Page 3

EX-16

EXHIBIT 16

February 10, 2004

Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

We were  previously  principal  accountants  for  Vicon  Industries,  Inc.  (the
"Company")  and,  under  the  date of  January  14,  2004,  we  reported  on the
consolidated  financial  statements of Vicon Industries,  Inc. as of and for the
years ended September 30, 2003 and 2002. On February 3, 2004, our appointment as
principal  accountants was  terminated.  We have read Vicon  Industries,  Inc.'s
statements  included under Item 4 of its Form 8-K dated February 3, 2004, and we
agree with such statements,  except that (a) we informed the Company of a matter
relating to inadequate  staffing of the  Company's  finance  department  that we
believe  represents a "Reportable Event" within the meaning of Item 304(a)(1)(v)
of  Regulation  S-K, and (b) KPMG is not in a position to agree or disagree with
the Company's  statements  that: (i) the decision to dismiss KPMG was based upon
the  recommendation  of the Audit  Committee of the Board of  Directors  and was
approved by the  Company's  Board of  Directors,  (ii) on February 3, 2004,  the
Audit  Committee  of the Board of  Directors  engaged  BDO  Seidman,  LLP as the
Company's certifying  accountants,  and (iii) the Company has not consulted with
BDO Seidman,  LLP  regarding  the  application  of  accounting  principles  to a
specified transaction or the type of audit opinion that might be rendered on the
Company's consolidated financial statements.


Very truly yours,

/s/  KPMG LLP