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 5, 2010

VICON INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

New York	1-7939	11-2160665
(State of Incorporation or Organization)	(Commission File Number)	(IRS Employer 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 5, 2010, the Registrant issued a press release announcing its financial results for its quarter ended June 30, 2010.  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 5, 2010

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 6, 2010

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 5, 2010

EX-99.1

EXHIBIT 99.1

                                            FOR IMMEDIATE RELEASE

                                           FOR FURTHER INFORMATION:

                                                                         Investor Relations: Joan Wolf 631-650-6201

                                                                       BlissPR: John Bliss:  212-840-1661

VICON REPORTS THIRD QUARTER RESULTS

HAUPPAUGE, NY, August 5, 2010 - Vicon Industries, Inc. (VII: NYSE-AMEX), a designer and producer of video security and surveillance systems, today reported operating results for the third fiscal quarter ended June 30, 2010.   The announcement was made by Chairman and CEO Ken Darby, who said the results reflect a slow improvement in U.S. market conditions.

Net sales for the third fiscal quarter were $13.1 million, a decrease of 11% compared with $14.8 million in the third quarter of the prior fiscal year.  Net income was $17,000 ($.004 per diluted share), compared with net income of $473,000 ($.10 per diluted share) in the prior year quarter.

For the nine months, net sales were $35.6 million, a decrease of 21% compared with $45.2 million in the first nine months of the prior fiscal year.  The net loss totaled $1,370,000 ($.30 per share), compared with net income of $1,371,000 ($.29 per diluted share) in the prior year nine-month period.

Commenting on the third quarter results, Mr. Darby said U.S. sales declined 5% to $7.4 million while foreign sales were off 18% to $5.7 million.  “In the current quarter we finally saw an increase in year-over-year domestic orders for the 2010 fiscal year.  Unfortunately, the same cannot be said for our international business which continues to cope with weak European economies coupled with the effect of declining exchange rates.  While shipments of product year to date are down from the prior year, we have added $2.7 million to backlog since the start of the 2010 fiscal year.  We expect a good portion of the backlog buildup to ship in the fourth fiscal quarter”, said Mr. Darby.

Gross margins in the third quarter were 42.8%, compared with 44.1% in the prior year quarter.  The lower margins reflect competitive pressures as well as the effect of lower sales in relation to a primarily fixed production overhead structure.  Operating costs in the third quarter declined $202,000 to $5.6 million, principally as a result of lower selling and G&A costs.  “Vicon maintained its development plans as engineering and development expense increased $288,000 for the current quarter and $130,000 year to date.  Notwithstanding weak worldwide economies, we stayed the course with our development roadmap”, said Mr. Darby.

There has been no change in the status of the patent litigation from that previously reported.  “We continue to wait for a decision by the U.S. Patent Office Board of Appeals and Interferences”, said Mr. Darby.

Vicon Industries, Inc. designs, engineers, assembles, and markets a wide range of video and access control systems and system components used for security, surveillance, safety, communication and process control 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,
	2010		2009		2010			2009
Net sales	$	13,091,000	$	14,754,000	$	35,565,000		$	45,161,000
Gross profit		5,597,000		6,513,000		14,908,000			20,217,000
Selling, general and administrative expense		4,162,000		4,652,000		12,861,000			14,021,000
Engineering and development expense		1,423,000		1,135,000		4,165,000			4,035,000
Operating income (loss)		12,000		726,000		(2,118,000	)		2,161,000
Income (loss) before income taxes		51,000		753,000		(1,977,000	)		2,181,000
Income tax expense (benefit)		34,000		280,000		(607,000	)		810,000
Net income (loss)	$	17,000	$	473,000	$	(1,370,000	)	$	1,371,000
Earnings (loss) per share:
Basic	$	--	$	.10	$	(.30	)	$	.30
Diluted	$	--	$	.10	$	(.30	)	$	.29
Shares used in computing    earnings (loss) per share:
Basic		4,517,000		4,592,000		4,547,000			4,630,000
Diluted		4,568,000		4,706,000		4,547,000			4,733,000