8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 7, 2008

VICON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

New York	1-7939	11-2160665
(State of Incorporation or	(Commission File Number)	(IRS Employer
Organization)		Identification No.)

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

(631) 952-2288

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

       [ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 7, 2008, the Registrant issued a press release announcing its financial results for its quarter ended June 30, 2008.  A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

     (d) Exhibits

         The following exhibit is furnished as part of this report:

         99.1  Registrant's Press Release dated August 7, 2008

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section  18 of the Securities Exchange Act of 1934, as amended,  (the  "Exchange  Act") or otherwise subject to the liabilities of that section,  nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

SIGNATURE

     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.

Dated:  August 7, 2008

                                           VICON INDUSTRIES, INC.

By: /s/ John M. Badke

John M. Badke

Senior Vice President, Finance and

Chief Financial Officer

EXHIBIT INDEX

Exhibit                    Description

  99.1                     Registrant's press release dated August 7, 2008

EX-99.1

                       EXHIBIT 99.1

FOR IMMEDIATE RELEASE

FOR FURTHER INFORMATION:

Vicon Industries: Joan Wolf 631-952-2288

BlissPR: John Bliss: 212-840-1661

VICON REPORTS THIRD QUARTER RESULTS

HAUPPAUGE, NY, August 07, 2008 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of video security and surveillance systems, today reported operating results for the third fiscal quarter ended June 30, 2008.   The announcement was made by Chairman and CEO Ken Darby, who said incoming orders strengthened worldwide reaching $17.3 million for the June quarter, which were the highest since the December, 2006 quarter.

Net sales for the third fiscal quarter were $16.0 million, a decrease of 6%, compared with $17.1 million in the third quarter of the prior fiscal year.  Net income totaled $528,000 ($.11 per diluted share), compared with net income of $1,035,000 ($.20 per diluted share) in the prior year quarter.  For the prior year quarter, no income taxes were provided on U.S. income as the Company had previously unrecognized available net operating loss carryforwards.  If the loss carryforwards had not been available to offset U.S. income taxes, net income for the prior year quarter would have been $674,000 ($.13 per diluted share).

For the nine months, net sales were $47.0 million, a decrease of 9%, compared with $51.9 million in the first nine months of the prior fiscal year.  Net income totaled $1,079,000  ($.22 per diluted share) compared with net income of $2,952,000 ($.60 per diluted share) in the prior year nine-month period.  For the prior year nine months, no income taxes were provided on U.S. income as the Company had previously unrecognized available net operating loss carryforwards.  If the loss carryforwards had not been available to offset U.S. income taxes, net income for the prior year nine months would have been $1,927,000 ($.39 per diluted share).

Commenting on the third quarter results, Mr. Darby said U.S. sales were $8.0 million, down 9% from $8.8 million, while foreign sales were off slightly at $8.0 million, compared with $8.3 million in the year ago period.  “Despite the slowing U.S. economy the current quarter order inflow improved nicely as some long awaited projects were converted to orders,” said Mr. Darby.  New orders for the current quarter totaled $17.3 million, versus $16.0 million a year ago, and represented the highest incoming order period since the December, 2006 quarter.  Mr. Darby also noted that notwithstanding the current year sales dip, nine-month order intake was ahead of last year at $49.2 million compared with $48.8 million, and the backlog of unfilled orders was $6.0 million at June 30th up $2.2 million from the start of the fiscal year.

Gross margins in the third quarter continued to improve climbing to 45.4% compared with 42.1% in the prior year quarter.  The margin improvement is principally the result of higher margins on foreign sales as a result of the weak U.S. dollar and lower product cost.  Operating costs in the third quarter increased $387,000 as a result of higher U.S. sales costs and the effect of an unfavorable exchange rate on foreign operating expenses.

Mr. Darby said, “Vicon’s June 30th financial position remains very strong evidenced by a balance sheet with $9 million in cash, no interest bearing debt, a current ratio of 4.4 to 1 and net tangible equity of $33.7 million equivalent to $7.10 per share.  During the June, 2008 quarter the Company repurchased in open market transactions 108,651 shares for $559,000”.

On the product development front, the Company will begin shipments in October, 2008 of the next generation (Version 5) of ViconNet®, a powerful software application that manages enterprise level digital video systems.  Among other capabilities, Version 5 transforms ViconNet into an open source platform enabling the video management system to be more universally utilized.  “Version 5 will provide us with more market opportunities to deploy a Vicon digital video solution”, noted Mr. Darby.

Mr. Darby also said there was no change in the status of the patent litigation from that reported in the first quarter.

Vicon Industries, Inc. designs, manufactures, assembles and markets a wide range of video systems and system components used for security, surveillance, safety and communication purposes by a broad group of end users worldwide.

This news release contains forward-looking statements that involve risks and uncertainties.  Statements that are not historical facts, including statements about the adequacy of reserves, estimated costs, Company intentions, probabilities, beliefs, prospects and strategies and its expectations about expansion into new markets, growth in existing markets, enhanced operating margins or growth in its business, are forward-looking statements that involve risks and uncertainties.  Actual results and events may differ significantly from those discussed in the forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements.

(Table of Operations Attached)

Table of Operations

Vicon Industries, Inc.

Condensed Statements of Operations

(Unaudited)

	Three Months Ended June 30,				Nine Months Ended June 30,
	2008		2007		2008		2007
Net sales	$	16,027,000	$	17,140,000	$	47,006,000	$	51,915,000
Gross profit		7,268,000		7,218,000		20,992,000		21,568,000
Selling, general and
administrative expense		5,171,000		4,821,000		15,139,000		14,626,000
Engineering and development
expense		1,314,000		1,277,000		4,228,000		3,783,000
Operating income		783,000		1,120,000		1,625,000		3,159,000
Income before income taxes		826,000		1,138,000		1,774,000		3,255,000
Income tax expense		298,000		103,000		695,000		303,000
Net income	$	528,000	$	1,035,000	$	1,079,000	$	2,952,000
Earnings per share:
Basic	$	.11	$	.22	$	.23	$	.63
Diluted	$	.11	$	.20	$	.22	$	.60
Shares used in computing
earnings per share:
Basic		4,766,000		4,775,000		4,793,000		4,696,000
Diluted		4,873,000		5,060,000		4,979,000		4,905,000

Reconciliation of non-GAAP Proforma Results to GAAP:

	Three Months Ended June 30				Nine Months Ended June 30,
	2008		2007		2008		2007
Net income	$	528,000	$	1,035,000	$	1,079,000	$	2,952,000
Income tax expense adjustment		-	$	361,000		-	$	1,025,000
Proforma net income	$	528,000	$	674,000	$	1,079,000	$	1,927,000
Proforma basic and diluted
earnings per share:
Basic	$	.11	$	.14	$	.23	$	.41
Diluted	$	.11	$	.13	$	.22	$	.39

The Company believes that this non-GAAP proforma financial data supplements its GAAP financial statements by providing investors with additional information which allows them to have a clearer picture of the company's operations, financial performance and the comparability of the company's operating results from period to period as they include the effects of increased income tax expense for the three months and nine months ended 6/30/07 based upon an assumed effective tax rate. The Company did not recognize income tax expense on its U.S. income for the three months and nine months ended 6/30/07 as it utilized previously unrecognized available net operating loss carryforwards. The presentation of this additional information is not meant to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Above, the Company has provided a reconciliation of the non-GAAP proforma financial information with the comparable financial information reported in accordance with GAAP.