S-8

As filed with the Securities and Exchange Commission on June 12 2005                        

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PPT VISION, INC.

(Exact name of registrant as specified in its charter)

Minnesota	41-1413345
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

12988 Valley View Road

Eden Prairie, MN  55344

(Address of Principal Executive Offices and zip code)

PPT VISION, INC. 2005 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the Plan)

	Copy to:
Joseph C. Christenson	Thomas G. Lovett, IV
President, Chief Executive Officer and Chief Financial Officer	Lindquist & Vennum P.L.L.P.
PPT VISION, Inc.	4200 IDS Center
12988 Valley View Road	Minneapolis, MN 55402
Eden Prairie, MN 55344	(612) 371-3211
(952) 996-9500
(Name, address and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed
		Maximum	Proposed
		Offering	Maximum	Amount of
	Amount to be	Price Per	Aggregate	Registration
Title of Securities to be Registered	Registered	Share	Offering Price	Fee
Common Stock, $.10 par value to be	100,000	$1.25(1)	$125,000(1)	$14.71
issued pursuant to the PPT VISION, Inc.
2005 Employee Stock Purchase Plan

(1)Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h) and based upon the last sale price of the Company’s Common Stock on the Nasdaq Small Cap Market on June 7, 2005.

INTRODUCTION

This Registration Statement on Form S-8 is filed by PPT VISION, Inc., a Minnesota corporation, to register 100,000 shares of its common stock issuable under its 2005 Employee Stock Purchase Plan.

PART I

                Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of Form S-8 is not filed as a part of this Registration Statement.

PART II

Item 3.    Incorporation of Documents by Reference.

                The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference:

(a)The Annual Report of the Company on Form 10-KSB for the fiscal year ended October 31, 2004, filed with the Securities and Exchange Commission (the “Commission”) on January 31, 2005, which contains audited first and second quarter 10-QSB financial statements for the most recent fiscal year for which such statements have been filed.

(b) All other reports filed by PPT Vision pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-KSB referred to in paragraph (a) above

(c)The description of the Company’s Common Stock as set forth under the caption “Capital Stock” in the Company’s Registration Statement on Form S-2, as amended (File No. 333-03755) filed May 15, 1996, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.    Description of Securities.

                The description of the Company’s Common Stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II.

Item 5.    Interests of Named Experts and Counsel.

                Not applicable.

Item 6.    Indemnification of Directors and Officers.

                Article 8 of the Company’s Amended and Restated Articles of Incorporation provides that a director of the Company is not liable for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its shareholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) under Section 302A.559 or 80A.23 of Minnesota Statutes; or (iv) for any transaction from which the director derived any improper personal benefit.  Article 6 of the Company’s Bylaws requires, among other things, the indemnification of persons made or threatened to be made a party to a proceeding by reason of acts or omissions performed in their official capacity as an officer, director, employee or agent of the Company against judgments, penalties and fines (including attorneys’ fees) if such person is not otherwise indemnified, acted in good faith, received no improper benefit, reasonably believed that such conduct was in the best interests of the Company, and, in the case of criminal proceedings, had no reason to believe the conduct was unlawful.

2

Section 302A.521 of the Minnesota Business Corporation Act provides that a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding, if, with respect to the acts or omissions of the person complained of in the proceeding, the person:

(1)Has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions;

(2)Acted in good faith;

(3)Received no improper personal benefit and section 302A.255 (Director Conflicts of Interest), if applicable, has been satisfied;

(4)In the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and

(5)In the case of acts or omissions occurring in the official capacity described in § 302A.521, subdivision 1, paragraph (c), clause (1) or (2), reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in the official capacity described in§ 302A.521, subdivision 1, paragraph (c), clause (3), reasonably believed that the conduct was not opposed to the best interests of the corporation.  If the person’s acts or omissions complained of in the proceeding relate to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan, the conduct is not considered to be opposed to the best interests of the corporation if the person reasonably believed that the conduct was in the best interests of the participants or beneficiaries of the employee benefit plan.

Item 7.    Exemption from Registration Claimed.

                Not applicable.

Item 8.    Exhibits.  (Filed electronically herewith)

Exhibits
4.1	PPT VISION, Inc. 2005 Employee Stock Purchase Plan
5.1	Opinion and Consent of Lindquist & Vennum P.L.L.P.
23.1	Consent of Virchow, Krause & Company, LLP
24.1	Power of Attorney (included on signature page)

Item 9.    Undertakings.

(a)           The Company hereby undertakes:

                (1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

                                (iii)          To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

                (2)           That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3

                (3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

4

SIGNATURES

                Pursuant to the requirements of the Securities Act of 1933, the registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on June 12 2005.

PPT VISION, INC.
By	\s\ Joseph C. Christenson
	Joseph C. Christenson, President and
	Chief Executive Officer, and Chief Financial Officer

POWER OF ATTORNEY

                The undersigned officers and directors of PPT VISION, Inc. hereby constitute and appoint Joseph C. Christenson with power to act as our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

                Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on June 12 2005.

Signatures

\s\ Joseph C. Christenson

Joseph C. Christenson, President and

Chief Executive Officer, and Chief Financial Officer

\s\ Robert W. Heller

Robert W. Heller, Director

\s\ David C. Malmberg

David C. Malmberg, Director

\s\ Peter R. Peterson

Peter R. Peterson, Director

\s\ Benno G. Sand

Benno G. Sand, Director

5

EX-4.1

EXHIBIT 4.1

PPT VISION, INC.

2005 EMPLOYEE STOCK PURCHASE PLAN

Section 1

Purpose

The purpose of this Employee Stock Purchase Plan is to provide a greater community of interest between PPT VISION, Inc. shareholders and its employees, and to facilitate purchase by employees of shares of stock in the Company.  The Company believes the Plan will encourage employees to remain in the employ of the Company and will permit the Company to compete with other corporations offering similar plans in obtaining and retaining the services of competent employees.  The Company intends that options issued under this Plan will be options issued pursuant to an “Employee Stock Purchase Plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended.

Section 2

Definitions

A.“Plan” means the 2005 PPT VISION, Inc. Employee Stock Purchase Plan.

B.“Code” means the Internal Revenue Code of 1986, as amended.

C.            “Company” means PPT VISION, Inc. and any of its subsidiaries (as that term is defined by Section 424(f) of the Code) to which PPT VISION, Inc. and the respective subsidiaries by action of their Boards of Directors make this Plan applicable.

D.            “Employee” means any person, including an officer, who is customarily employed twenty hours or more per week and more than five months in a calendar year by the Company.

E.             “Eligible Employee” means an Employee of the Company who is eligible for participation in the Plan in accordance with Section 4.

F.             “Participant” means an Eligible Employee who has elected to participate in the Plan in accordance with Section 5.

G.“Committee” means the committee provided for in Section 11.

H.            The “Commencement Date” of the Plan means June 1, 2005 or such other date established by the Committee.

I.              “Base Pay” means regular straight time earnings annualized as of the date of commencement of a Phase excluding payments, if any, for overtime, incentive compensation, incentive payments, premiums, bonuses, and any other special remuneration.

J.             “Termination Date” means the earlier of (i) the day immediately preceding the one-year anniversary of the commencement of a particular phase of the Plan, or (ii) the effective date of any merger or consolidation in which the Company is not the surviving corporation.

K.            “Shares” means common stock of the Company, subject to adjustments that may be made in accordance with Sections 16 and 17.

Section 3

Term and Phases of the Plan

A.            The Plan will commence on the Commencement Date and will terminate ten years thereafter.  The Plan will be considered of no force or effect and any options granted will be null and void, however, unless the shareholders of the Company approve the Plan within twelve months before or after the date of its adoption by the Board of Directors.

B.            The Plan will be carried out in phases, each phase being for a period of one year, or such other length of time as made be determined by the Committee.  No phases may run concurrently.  A phase may commence immediately after the termination of the preceding phase.  The commencement of each phase will be determined by the Committee.  The commencement of the first phase must be within twelve months before or after the date of approval of the Plan by the shareholders of the Company.  In the event all of the stock reserved for grant of options hereunder is issued pursuant to the terms hereof prior to the commencement of one or more phases scheduled by the Committee or the number of shares remaining is so small, in the opinion of the Committee, as to render administration of any succeeding phase impracticable, such phase or phases must be cancelled.  Phases may be numbered successively as Phase 1, Phase 2, Phase 3, Phase 4 and Phase 5.  This Plan is a successor plan to the PPT VISION, Inc. 2000 Employee Stock Purchase Plan and shares authorized under this Plan may be issued under the final phase of that Plan.

Section 4

Eligibility

A.            Any Employee of the Company who has completed at least two weeks of continuous service on or prior to the commence­ment of a phase of the Plan will be eligible to participate in the Plan, subject to the limitations imposed by Section 423 of the Code.

B.            Any Employee who is a member of the Board of Directors of the Company will be eligible to participate in the Plan.

2

C.            No Employee may be granted an option:

1.             If such Employee, immediately after the option is granted, owns shares possessing five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company or a parent or a subsidiary of the Company.  For purposes of determining share ownership, the rules of Section 424(d) of the Code will apply, and shares that the Employee may purchase under outstanding options will be treated as shares owned by the Employee; or

2.             That permits the Employee to purchase shares under such plans of the Company or a parent or a subsidiary of the Company to accrue at a rate that exceeds $25,000 of the fair market value of such shares (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.

Section 5

Participation

A.            An Eligible Employee may elect to enroll as and become a Participant in any phase of the Plan by completing a payroll deduction authorization on the form provided by the Company and filing it with the personnel office at least seven days prior the date the phase commences.

B.            Payroll deductions for a Participant will commence on the date when his or her payroll deduction authorization becomes effective and will end on the last payday immediately prior to or coinciding with the Termination Date of the particular phase unless sooner terminated by the Participant as provided in Section 9 or as otherwise provided herein.

C.            A participant who ceases to be an Eligible Employee, although still employed by the Company, thereupon will be deemed to discontinue his or her participation in the Plan and will have the rights provided in Section 9.

D.            Participation in the Plan will be voluntary.

Section 6

Payroll Deductions

A.            Upon enrollment in any particular phase of the Plan, a Participant may elect to make contributions to the Plan by payroll deductions (in full dollar amounts calculated to be as uniform as practicable throughout the period of the phase), in the aggregate amount not in excess of the sum of 10% of the Participant’s Base Pay for the term of the phase, as determined on the basis of his or her annual or annualized Base Pay at the commencement of the phase.  The minimum authorized payroll deduction is $10 per month.

B.            All payroll deductions made for a Participant will be credited to the Participant’s account under the Plan.  The Participant may not make any separate cash payments into such account.

C.            A Participant may discontinue his or her participation in the phase and terminate his or her payroll deduction authorized at any time as provided in Section 9.

3

D.            A Participant may reduce the amount of his or her payroll deduction by completing an amended payroll deduction authorization on the form provided and filing it with the personnel office, but no change can be made during a phase of the Plan that would increase the rate of his or her payroll deductions.

Section 7

Terms and Conditions of Options

A.            Stock options granted pursuant to the Plan may be evidenced by agreements in such form as the Committee may recommend and the Board of Directors may approve.  All options must comply with and be subject to the terms and conditions in this Section 7.

B.            As of the commencement of a phase when a Participant’s payroll deduction authorization becomes effective, the Participant will be granted an option for as many full shares as he or she will be able to purchase with the payroll deduction credited to the Participant’s account during his or her participation in the phase, subject to the limitations of Section 10.  The maximum number of shares subject to purchase by a Participant will equal the total amount to be credited to the Participant’s account under Section 6 hereof divided by the option price set forth in Section 7, paragraph C.1. hereof.

C.            The option price of shares to be purchased with payroll deductions for an Employee who becomes a Participant as of the commencement of a phase will be the lower of:

1.             85% of the fair market value of the shares on the date the phase commences, or

2.             85% of the fair market value of the shares on the Termination Date of the phase.

D.            The Committee has the power to increase the option price, prior to commencement of a phase, up to 100% of fair market value rather than 85% if it determines that issuance of the shares at less than 100% of fair market value is not in the best interest of the Company for accounting or other reasons.

E.             The fair market value of the shares will be determined by the Committee for each valuation date in a manner consistent with Section 423 of the Code.

Section 8

Exercise of Option

A.            Unless a Participant gives written notice to the Company as provided in Section 9, an option for the purchase of shares will be exercised automatically as of the Termination Date of the phase for the purchase of the number of full shares that the accumulated payroll deductions in the Participant’s account at that time will purchase at the applicable option price, but in no event may the number of full shares be greater than the number of full shares that the Participant is eligible to purchase under Section 7, paragraph B.

4

B.            By written notice to the Company within one week prior to the Termination Date of the phase a Participant may elect, effective at the Termination Date, to:

1.             withdraw all the accumulated payroll deductions in the Participant’s account at the time, without interest;

2.             exercise his or her option for a specified number of full shares less than the number of full shares which the accumulated payroll deductions in his or her account will purchase at the applicable option price, and withdraw the balance in the Participant’s account without interest, but in no event will the number of full shares be greater than the number of full shares to which a Participant is eligible to purchase under Section 7, paragraph B.

Section 9

Death, Withdrawal or Termination

A.            In the event of the death of a Participant during any phase of the Plan, the person or persons specified in Section 18 may give notice to the Company within sixty (60) days of the death of the Participant, but in no event later than the end of the period specified in Section 8, paragraph B., electing to purchase the number of full shares which the accumulated payroll deductions in the account of such deceased Participant will purchase at the option price specified in Section C of Section 7 and have the balance in the account distributed in cash without interest.  If no such notice is received by the Company within the period described in the preceding sentence, the accumulated payroll deductions will be distributed in cash.

B.            Upon termination of the Participant’s employment during any phase of the Plan for any reason other than the death of the Participant, the payroll deductions credited to his or her account without interest will be returned to such Participant promptly.

C.            A Participant may withdraw all or any part of the payroll deductions credited to his or her account under the Plan at any time by giving written notice to the Company.  The Participant’s payroll deductions credited to his or her account will be paid to him or her promptly after receipt of the notice of withdrawal and no further payroll deductions will be made from his or her compensation. Any amounts not withdrawn will remain in the Participant’s account.

Section 10

Shares Under Option

A.            The shares to be sold to a Participant under the Plan may, at the election of the Company, be either authorized but unissued shares or shares acquired in the open market by the Company.  A total of 100,000(1) shares are authorized for issuance under the Plan, subject to

(1)           The Plan as originally adopted by the Board of Directors in February 2005 and approved by the shareholders on March 10, 2005 authorized 400,000 shares.  The Company effected a one-for-four reverse stock split effective March 31, 2005, which reduced the shares to 100,000.

5

adjustment upon changes in capitalization of the Company as provided in Sections 16 and 17.  If the total number of shares for which options are to be granted on any date in accordance with Section 7 exceeds the number of shares then available under the Plan (after deduction  of all shares for which options have been exercised or are then outstanding), the Committee will make a pro rata allocation of the shares remaining available in as nearly a uniform manner as practicable and as it determines to be equitable.  In such event, payroll deductions to be made will be reduced accordingly and the Committee will give written notice of the reduction to each Participant affected thereby.

B.            As promptly as practicable after the Termination Date of a phase, the Company will deliver to each Participant the full shares purchased under exercise of his or her option, together with a cash payment equal to the balance (without interest) of any payroll deductions credited to his or her account that were not used for the purchase of shares.

C.            The Participant will have no interest in shares covered by an option until the option has been exercised.

Section 11

Administration

The Plan will be administered by the Board of Directors of the Company, or in its discretion, by a Committee consisting of not less than two members who will be appointed by the Board of Directors of the Company.  Each member of such Committee must be either a director, an officer or an employee of the Company.  Unless the Board of Directors limits the authority delegated to the Committee in its appointment, the Committee will be vested with full authority to make, administer, and interpret such rules and regulations as it deems necessary to administer the Plan, and any such determina­tion, decision or action of such Committee with respect to any action in connection with the construction, interpretation adminis­tration or application of the Plan will be final, conclusive and binding on all Participants and any and all other persons claiming under or through any Participant.  The provisions of the Plan must be construed, however, so as to extend and limit participation in the Plan only in a manner consistent with the requirements of Section 423 of the Code.  For all purposes of this Plan other than this Section 11, references to the Committee also refer to the Board of Directors.

Section 12

Amendment of the Plan

The Board of Directors of the Company may at any time amend the Plan, except that no amendment may make any change in any option theretofore granted which would adversely affect the rights of any Participant, and no amendment may be made without prior approval of the shareholders of the Company if the amendment would require sale of more shares than are authorized under Section 10 of the Plan or change the qualifications of Eligible Employees under the Plan.

6

Section 13

Nontransferability

Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way by the Participant and any such attempted assignment, transfer, pledge or other disposition will be null and void and without effect, but the Company may treat such act as an election to withdraw funds in accordance with Section 9.

Section 14

Use of Funds

All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purposes and the Company will not be obligated to segregate payroll deductions.

Section 15

Interest

No interest will be paid on any amounts in any Participant’s account.

Section 16

Changes in Capitalization, Merger, etc.

A.            Subject to any required action by the shareholders, the number of shares covered by each outstanding option, and the price per share thereof in each such option, will be proportionately adjusted for any increase or decrease in the number of issued shares of the Company resulting from a subdivision or consolidation of shares or the payment of a share dividend (but only on the shares) or any other increase or decrease in the number of such shares effected without receipt of consideration by the Company.

B.            Subject to any required action by the shareholders, if the Company is involved in any merger or consolidation in which it is the surviving corporation, each outstanding option will pertain to and apply to the securities to which a holder of the number of shares subject to the option would have been entitled.  A dissolution or liquidation of the Company will cause each outstanding option to terminate.  In such event, immediately prior to such dissolution or liquidation, each Participant must be repaid the payroll deductions credited to his or her account without interest.

C.            In the event of a change in the shares of the Company as presently constituted, which is limited to a change of all its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any such change will be deemed to be the shares within the meaning of this Plan.

7

Section 17

Adjustments to Shares

A.            To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments will be made by the Committee, and its determination in that respect will be final, binding and conclusive.  No option granted pursuant to this Plan may not be adjusted in a manner that causes the option to fail to continue to qualify as an option issued pursuant to an “employee stock purchase plan” within the meaning of Section 423 of the Code.

B.            Except as hereinbefore expressly provided in Sections 16 and 17, an Participant has no right by reason of any subdivision or consolidation of shares of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger, or consolidation or spin-off of assets or stock of another corporation, and any issue by the Company of shares of any class, or securities convertible into shares of any class, will not affect, and no adjustment by reason thereof will be made with respect to, the number or price of shares subject to the option.

C.            The grant of an option pursuant to this Plan will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

Section 18

Beneficiary Designation

A Participant may file a written designation of a beneficiary who may elect to purchase shares or receive cash to the Participant’s credit under the Plan in the event of such Participant’s death prior to delivery to him or her of such shares and cash.  The designation of beneficiary may be changed by the Participant at any time by written notice delivered to the Company.  Upon the death of a Participant and upon receipt by the Company of proof deemed adequate by it of the identity and existence at the Participant’s death of a beneficiary validly designated by him or her under the Plan, the Company will deliver such shares and cash to such beneficiary in accordance with paragraph A of Section 9.  If upon the death of a Participant there is no surviving beneficiary duly designated as above provided, the Company will deliver accumulated payroll deductions to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company) within sixty (60) days following the Participant’s death, the Company will deliver such accumulated payroll deductions to the surviving spouse, if any, as though named as the designated beneficiary hereunder, or if there is no such surviving spouse or child, then to such relatives of the Participant as would be entitled to such amounts, under the laws of intestacy in the deceased Participant’s domicile as though named as the designated beneficiary hereunder.  The Company will not be liable for any distribution made of shares or cash pursuant to any will or other testamentary disposition made by such Participant, or because of the provisions of law concerning intestacy, or otherwise.  No designated beneficiary may, prior to the death of the Participant by whom he has been designated, acquire any interest in the shares or cash credited to the Participant under the Plan.

8

Section 19

Registration and Qualification of Shares

The offering of the shares hereunder will be subject to the effecting by the Company of any registration or qualification of the shares under any federal or state law or the obtaining of the consent or approval of any governmental regulatory body which the Company may determine, in its sole discretion, is necessary or desirable as a condition to or in connection with, the offering or the issue or purchase of the shares covered thereby.  The Company will make every reasonable effort to effect such registration or qualification or to obtain such consent or approval.

Section 20

Plan Preconditions

The Plan is expressly made subject to (i) the approval by shareholders of the Company, and (ii) at its election, the receipt by the Company from the Internal Revenue Service of a determination letter or ruling, in scope and content satisfactory to counsel, respecting the qualification of the Plan within the meaning of Section 423 of the Code.  If the Plan is not so approved by the shareholders and if, at the election of the Company, the aforesaid determina­tion letter or ruling from the Internal Revenue Service is not received on or before one year after this Plan’s adoption by the Board of Directors, this Plan will not come into effect.  In such case, the accumulated payroll deductions credited to the account of each Participant will forthwith be repaid to him or her without interest.

9

EX-5.1

EXHIBIT 5.1

June 10, 2005

PPT VISION, Inc.

12988 Valley View Road

Eden Prairie, MN  55344

Re: Opinion of Counsel as to the Legality of 100,000 shares of Common Stock to be Registered under the Securities Act of 1933

Ladies and Gentlemen:

                This opinion is furnished in connection with the registration under the Securities Act of 1933 on Form S-8 of 100,000 shares of Common Stock, $.10 par value per share, of PPT VISION, Inc. (the “Company”) to be offered to Company employees pursuant to the Company’s 2005 Employee Stock Purchase Plan (the “Purchase Plan”) (the “Plan”).

                As counsel for the Company, we advise you that it is our opinion, based on our familiarity with the affairs of the Company and upon our examination of pertinent documents, that the 100,000 shares of Common Stock to be offered to employees by the Company under the Plan will, when paid for and issued, be validly issued and lawfully outstanding, fully paid and nonassessable shares of Common Stock of the Company.

                The undersigned hereby consent to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement with respect to said shares of Common Stock under the Securities Act of 1933.

Very truly yours,

LINDQUIST & VENNUM P.L.L.P.

\s\ Lindquist & Vennum P.L.L.P.

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 23, 2004 relating to the financial statements that appear in PPT Vision, Inc.’s Annual Report on Form 10-KSB for the year ended October 31, 2004.

/s/ VIRCHOW, KRAUSE & COMPANY, LLP

Minneapolis, Minnesota

June 10, 2005