8-K

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                                  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): MARCH 10, 2005

                                PPT VISION, INC.
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             (Exact name of Registrant as specified in its charter)

                                    MINNESOTA
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                 (State or other jurisdiction of incorporation)

                0-11518                              41-1413354
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        (Commission File Number)                  (I.R.S. Employer
                                                Identification No.)

                      12988 Valley View Road Eden Prairie,
                                 Minnesota 55344
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              (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code:   (952) 996-9500

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 (see General Instruction A.2. below):

[ ]  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))

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Items under Sections 1-4, 6 and 7 are not applicable and therefore omitted.

ITEM 5.03  AMENDMENTS TO ARTICLES OF INCORPORTION OR BYLAWS; CHANGE
           IN FISCAL YEAR.

ITEM 8.01  OTHER EVENTS.

        On March 10, 2005, PPT Vision, Inc. (the "Company") issued a press
release attached hereto at Exhibit 99.1 announcing that its Board of Directors
approved a 1-for-4 reverse split of its common stock effective as of the close
of business on March 31, 2005 and the conversion to book-entry share
registration also effective as of March 31, 2005.

        In connection with the reverse split, the Board of Directors also
approved an amendment to Article 4.1 of the Company's Articles of Incorporation
to proportionately reduce the number of shares of common stock authorized from
20,000,000 shares to 5,000,000 shares. The amendment to the Company's Articles
of Incorporation will become effective on March 31, 2005, the effective date of
the reverse split. The text of Article 4.1 of the Company's Articles of
Incorporation, as amended on March 10, 2005, is attached at Exhibit 3.1.

        In connection with the conversion to book-entry share registration, the
Board of Directors approved amendments to Sections 5.01 and 5.02 of the
Company's Bylaws on March 10, 2005. Because book-entry share registration does
not involve the issuance or transfer of physical certificates to shareholders,
the Bylaws were amended to avoid conflict relating to the provisions of Sections
5.01 and 5.02 requiring that the Company's stock be certificated and that stock
certificates be surrendered upon transfer. With the amendments, shares of the
Company's common stock may be issued in certificated or uncertificated form and
a stock certificate must be surrendered upon transfer only if the shares were
issued in certificated form. The text of Sections 5.01 and 5.02 of the Company's
Bylaws, as amended on March 10, 2005, is attached at Exhibit 3.2.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.   Description
- -----------   ------------------------------------------------------------------
   99.1       Press Release issued March 10, 2005.

    3.1       Article 4.1 of the Articles of Incorporation of PPT Vision, Inc.,
              as amended March 10, 2005.

    3.2       Sections 5.01 and 5.02 of the Bylaws of PPT Vision, Inc.,
              as amended March 10, 2005.



                                    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, thereunto duly authorized.

                                                 PPT VISION, INC.

                                                 By: /s/ Joseph Christenson
                                                     ----------------------
                                                     Joseph C. Christenson
                                                     President

Dated:   March 10, 2005

EX-99.1

                                                                    Exhibit 99.1

   PPT VISION ANNOUNCES REVERSE STOCK SPLIT AND CONVERSION TO BOOK-ENTRY SHARE
                                  REGISTRATION

     MINNEAPOLIS, March 10 /PRNewswire-FirstCall/ -- PPT VISION, Inc. (Nasdaq:
PPTV) today announced that its Board of Directors approved a one-for-four (1:4)
reverse split of its common stock effective as of the close of business on March
31, 2005. Shareholders will receive one new share of PPT VISION common stock for
every four shares held as of the close of business on March 31, 2005. After the
reverse split, the Company will have approximately 2,996,590 shares of its
common stock outstanding. Effective April 1, 2005, for a period of twenty
trading days, the Company's stock symbol will be appended with a "D" (PPTVD) in
order to inform the trading community of the reverse split.

     The Company will not issue any fractional shares of its new common stock as
a result of the reverse split. Instead, shareholders who would otherwise be
entitled to receive a fractional share of new common stock will be issued a full
share of new common stock. To provide shareholders with better record keeping,
the post-reverse split shares will be issued in "book-entry" form, without stock
certificates. The new shares will be registered in the name of the holder on the
books of PPT VISION maintained by the Company's transfer agent, Wells Fargo
Shareowner Services. PPT VISION shareholders will receive instructions from
Wells Fargo Shareowner Services via mail about the reverse stock split and the
transition to book-entry share registration.

     The primary reason the Company is implementing the reverse stock split is
to enable the Company to regain compliance with the minimum bid price
requirement of the Nasdaq SmallCap Market. The Company has until May 2, 2005 to
demonstrate compliance with the minimum bid price requirement by a closing bid
price of at least $1.00 for ten consecutive trading days. Another reason is to
bring the number of shares outstanding into a more appropriate alignment with
the current size of the Company, thus making future EPS calculations more
meaningful. President of PPT VISION, Joseph C. Christenson, noted, "We believe
that a reduced number of shares outstanding and a higher share price is in the
best long-term interests of our shareholders as it enables the Company to
continue its listing on the Nasdaq SmallCap Market. In addition, we feel that
the resulting number of shares outstanding is a better fit relative to the
current size of the Company. Further, it's an important part of our efforts to
provide our shareholders with better liquidity and to garner increased
visibility with current and potential investors, as we continue to execute our
business strategy to realize stronger growth and profitability."

     The Company is also implementing the change to book entry registration at
the same time for several reasons. Book-entry shares will provide PPT VISION
shareholders with a more convenient, safe and cost effective means of share
ownership. Shares held in book-entry form cannot be lost, stolen or misplaced,
eliminating the cost related to safekeeping or replacing stock certificates.
Further, shareholders will be able to request electronic movement of book-entry
shares between accounts at Wells Fargo Shareowner Services and shareholder
accounts at their broker-dealers.



     About PPT VISION
     PPT VISION, Inc. ("the Company") designs, manufactures, and markets
camera-based intelligent systems for automated inspection in manufacturing
applications. The Company's products, commercially known as machine vision
systems, enable manufacturers to realize significant economic paybacks by
increasing the quality of manufactured parts and improving the productivity of
manufacturing processes. The Company's machine vision product line is sold on a
global basis to end-users, system integrators, distributors and original
equipment manufacturers (OEM's) primarily in the electronic and semiconductor
component, automotive, medical device, and packaged goods industries. The
Company's Common Stock trades on the Nasdaq Small Cap Market tier of The Nasdaq
Stock Market under the symbol PPTV. For more information, please see the PPT
VISION, Inc. web site at http://www.pptvision.com .

     Forward-Looking Statements
     The discussion above contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements
regarding the Company's expectations, beliefs, intentions and strategies
regarding the future. Forward-looking statements include, without limitation,
statements regarding the extent and timing of future revenues and expenses and
customer demand. All forward-looking statements included in this document are
based on information available to the Company as of the date hereof, and the
Company assumes no obligation to update any such forward- looking statements.
The Company's actual results are subject to risks and uncertainties and could
differ materially from those discussed in the forward- looking statements. These
statements are based upon the Company's expectations regarding a number of
factors, including those contained in the Company's Form 10-KSB for the year
ended October 31, 2004 and other reports filed with the Securities and Exchange
Commission.

SOURCE  PPT VISION, Inc.
    -0-                             03/10/2005
    /CONTACT:  Timothy C. Clayton, Chief Financial Officer of PPT VISION,
Inc., +1-952-996-9500, Facsimile +1-952-996-9501, ir@pptvision.com /
    /Web site:  http://www.pptvision.com /

EX-3.1

                                                                     Exhibit 3.1

        Article 4.1 of the Articles of Incorporation of PPT Vision, Inc.,
        as amended March 10, 2005:

4.1     Authorized Capital Stock - The authorized capital stock of this
        corporation shall be Five Million (5,000,000) shares of Common Stock
        with $.10 par value per share and Ten Million (10,000,000) shares of
        Preferred Stock with no par value per share. In accordance with the
        Statutes of the State of Minnesota, the Board of Directors may subdivide
        the Common Stock and Preferred Stock into one or more series and may
        designate the relative rights and preferences of the different classes
        and series to the extent the relative rights and preferences of the
        different classes and series are not otherwise fixed in the Articles,
        including with respect to the Preferred Stock, the right to create
        voting, dividend and liquidation preferences greater than those of the
        Common Stock. All shares are to be held, sold and paid for at such times
        and in such manner as the Board of Directors may from time to time
        determine, in accordance with the statutes of Minnesota.

EX-3.2

                                                                     Exhibit 3.2

Sections 5.01 and 5.02 of the Bylaws of PPT Vision, Inc., as amended
March 10, 2005:

        Section 5.01. Certificates for Shares. Shares of the corporation's stock
        may be certificated or uncertificated, as provided under Minnesota law.
        All certificates of stock of the corporation shall be numbered and shall
        be entered in the books of the corporation as they are issued. All
        certificates shall exhibit the holder's name and number of shares and
        shall be signed by the President. If a Secretary has been elected, the
        certificates may also be signed by the Secretary. Every certificate
        surrendered to the corporation for exchange or transfer shall be
        cancelled and no shares (whether certificate or uncertificated) shall be
        issued in exchange for any existing certificate until such existing
        certificate has been so cancelled. Any or all of the signatures on the
        certificate may be a facsimile.

        Section 5.02. Transfer of Shares. Transfers of stock shall be made on
        the books of the corporation only by the record holder of such stock, or
        by attorney lawfully constituted in writing, and, in the case of stock
        represented by a certificate, upon surrender of the certificate.
        Subsequent to consent, the corporation may treat, as the absolute owner
        of the shares of the corporation, the person or persons in whose name or
        names the shares are registered on the books of the corporation.