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): February 5, 2009

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 February 5, 2009, the Registrant issued a press release announcing its financial results for its quarter ended December 31, 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 February 5, 2009

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:  February 9, 2009

 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 February 5, 2009

EX-99

EXHIBIT 99.1

                                                 FOR IMMEDIATE RELEASE

                                           FOR FURTHER INFORMATION:

                                                          Investor Relations: Joan Wolf: 631/650-6201

                                                                         Bliss PR: John Bliss: 212/840-1661

VICON REPORTS FIRST QUARTER RESULTS

HAUPPAUGE, NY, February 5, 2009 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of video security and surveillance systems, today reported operating results for the first fiscal quarter ended December 31, 2008. The announcement was made by Chairman and CEO Ken Darby who said order intake for the quarter was better than expected, although project delays limited revenue growth.

For the first fiscal quarter of 2009 net sales were $15.7 million, compared with $15.6 million in the year ago period.  Net income totaled $508,000 ($.11 per diluted share), compared with net income of $345,000 ($.07 per diluted share) in the prior year quarter.

U.S. sales declined to $7.8 million, down 3% from $8.1 million, while foreign sales were $7.9 million, up 4% from $7.6 million in the year ago period. “While project delays affected the level of shipments, new orders during the quarter were up 14% to $18.3 million compared with $16.1 million in the year ago period.  We were quite pleased with the incoming order level for the quarter considering the worldwide economic climate. The order growth was experienced in both the U.S. and our international markets”, said Mr. Darby.   Gross margins climbed to 45.5%, compared with 44.3% for the prior year, while operating costs declined $79,000 principally as a result of the strong dollar exchange rate effect on European sales and marketing costs.

Mr. Darby said Vicon’s release of ViconNet® Version 5.0 in November, 2008 has been well received by customers.  ViconNet is a powerful software application that manages enterprise scale digital video systems.  Version 5.0 supports multiple compression technologies, mega pixel and third party cameras and also integrates third party video analytics.  In addition, Vicon will soon provide customers a unique integration application between ViconNet and the user interface of an industry leading electronic access control (EAC) partner.  “We are excited about Version 5 and the EAC integration and the opportunities they present for ViconNet to power future business.  The open platform and integration capabilities of Version 5 with other security devices and filters fits well with our industry identity as a security solutions provider”, said Mr. Darby.

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

Vicon Industries, Inc. designs, engineers, 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 Statement of Operations

(Unaudited)

	First Quarter Ended December 31,
	2008		2007
Net sales	$	15,700,000	$	15,644,000
Gross profit		7,147,000		6,927,000
Selling, general and
administrative expense		4,804,000		5,017,000
Engineering and development
expense		1,527,000		1,393,000
Operating income		816,000		517,000
Income before income taxes		808,000		573,000
Income tax expense		300,000		228,000
Net income	$	508,000	$	345,000
Earnings per share:
Basic	$	.11	$	.07
Diluted	$	.11	$	.07
Shares used in computing
earnings per share:
Basic		4,677,000		4,802,000
Diluted		4,769,000		5,065,000