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): January 9, 2006


                               COGNEX CORPORATION
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             (Exact name of registrant as specified in its charter)


         Massachusetts                     0-17869               04-2713778
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(State or other jurisdiction of    (Commission File Number)   (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                                One Vision Drive
                        Natick, Massachusetts 01760-2059
          (Address, including zip code, of principal executive offices)


                                 (508) 650-3000
              (Registrant's telephone number, including area code)


          (Former name or former address, if changed since last report)


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))

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Item 2.02         Results of Operations and Financial Condition

On January 9, 2006,  Cognex  Corporation  issued a news  release  regarding  its
expected earnings for the fourth quarter ended December 31, 2005. The release is
furnished as Exhibit 99.1 hereto. The information in this Current Report on Form
8-K,  including the Exhibit  attached  hereto,  shall not be deemed  "filed" for
purposes of Section 18 of the  Securities  Exchange Act of 1934, nor shall it be
deemed to be incorporated by reference in any filing under the Securities Act of
1933  or  the  Securities  Exchange  Act of  1934,  regardless  of  any  general
incorporation language in such filing.

Item 9.01         Financial Statements and Exhibits

(c)  Exhibits

Exhibit No.       Description
- -----------       -----------

99.1              News release, dated January 9, 2006, by Cognex Corporation





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        COGNEX CORPORATION

Dated: January 9, 2006                  By: /s/ Richard A. Morin
                                            ------------------------------------
                                        Richard A. Morin
                                        Senior Vice President of Finance,
                                        Chief Financial Officer and Treasurer

EX-99.1

                                                                    Exhibit 99.1

                 Cognex Corporation Lowers Guidance for Q4 '05

     NATICK, Mass.--(BUSINESS WIRE)--Jan. 9, 2006--Cognex Corporation (NASDAQ:
CGNX) today announced that for the fourth quarter ended December 31, 2005, it
expects to report revenue which is slightly below the $61 million that was at
the low end of the guidance given by the company on October 17, 2005. At that
revenue level, earnings are now expected to be in the range of $0.22 to $0.24
per diluted share, rather than in the previously expected range of $0.24 to
$0.26 per diluted share, and below the current First Call consensus estimate of
$0.26 per diluted share.
     "Although demand for our products was good in the fourth quarter of 2005,
it is unfortunate that our revenue and earnings will be at, or somewhat below,
the low end of our previously published guidance. The primary reason for this
unanticipated shortfall is that three large orders that were in the backlog at
the beginning of the quarter and that were scheduled to be shipped in the
quarter were either pushed out or were cancelled. One of the two large orders
that have been rescheduled for shipment in 2006 is for a surface inspection
system from our SISD business unit, and the other rescheduled order is for a
large number of vision sensors from our MVSD business unit," said Dr. Robert J.
Shillman, Cognex's Chairman and Chief Executive Officer.
     "In addition to those two orders that have been rescheduled for a later
date, a significant order from the automotive industry for products from our
MVSD business unit was cancelled as a result of the customer's decision not to
go forward with a large automation project. That cancellation is consistent with
the slowdown in bookings that we saw in Q4 from the automotive segment following
recent negative announcements made by both General Motors and Ford," concluded
Dr. Shillman.

     Analyst Presentation, Earnings Conference Call and Simultaneous Webcasts

     Cognex is scheduled to present at the Eighth Annual Needham & Company
Growth Conference at The New York Palace Hotel in New York, NY. Dr. Robert J.
Shillman, Cognex's Chairman and Chief Executive Officer, will discuss the
company's performance and future prospects on Tuesday, January 10, 2006,
beginning at 11:00 a.m. ET.
     The company will release earnings for the fourth quarter of 2005 on
Wednesday, January 25, 2006, after the market closes and will host a conference
call at 5:00 p.m. eastern time that same day. The telephone number for the live
call is 800-770-5589 (or 973-935-2039 if outside the United States). A replay
will begin at approximately 7:00 p.m. eastern time on Wednesday, January 25,
2006, and will run continuously for 72 hours. The telephone number for the
replay is 877-519-4471 (or 973-341-3080 if outside the United States) and the
access code is 6871747.
     Internet users can listen to a real-time audio broadcast of the conference
presentation and the earnings conference call as well as an archive of both
webcasts on Cognex's website at http://www.cognex.com/investor/default.asp.

     About Cognex Corporation

     Cognex Corporation designs, develops, manufactures, and markets machine
vision systems, or computers that can "see." Cognex is the world's leader in the
machine vision industry, having shipped more than 300,000 machine vision
systems, representing over $1.9 billion in cumulative revenue, since the
company's founding in 1981. Cognex's Modular Vision Systems Division,
headquartered in Natick, Massachusetts, specializes in machine vision systems
that are used for automating the manufacture of a wide range of discrete items
and for assuring their quality. Cognex's Surface Inspection Systems Division,
headquartered in Alameda, California, specializes in machine vision systems that
are used for inspecting the surfaces of products manufactured in a continuous
fashion, such as metals, papers and plastics. In addition to its corporate
headquarters in Natick, Massachusetts, Cognex has regional offices and
distributors located throughout North America, Japan, Europe, Southeast Asia,
and Latin America. Visit Cognex on-line at http://www.cognex.com.

     Forward-Looking Statement

     Certain statements made in this press release, which do not relate solely
to historical matters, are forward-looking statements. You can identify these
forward-looking statements by use of the words "expects," "anticipates,"
"estimates," "believes," "projects," "intends," "plans," "will," "may," "shall"
and similar words. These forward-looking statements, which include statements
regarding business trends and the company's financial outlook, involve risks and
uncertainties that could cause actual results to differ materially from those
projected. Such risks and uncertainties include: (1) global economic conditions
that impact the capital spending trends of manufacturers in a variety of
industries; (2) the cyclicality of the semiconductor and electronics industries;
(3) the inability to achieve significant international revenue; (4) fluctuations
in foreign exchange rates; (5) the loss of, or significant curtailment of
purchases by, any one or more principal customers; (6) the reliance upon certain
sole source suppliers to manufacture and deliver critical components for the
company's products; (7) challenges in integrating acquisitions and achieving
anticipated benefits; and (8) the other risks detailed in the company's reports
filed with the SEC, including the company's Form 10-K for the fiscal year ended
December 31, 2004. You should not place undue reliance upon any such
forward-looking statements, which speak only as of the date made. The company
disclaims any obligation to update forward-looking statements after the date of
such statements.


     CONTACT: Investor Contact:
              Cognex Corporation
              Richard Morin, 508-650-6363
              Chief Financial Officer
              or
              Business Press:
              Cognex Corporation
              Robin Pratt, 508-650-3384
              mobile: 760-505-6374
              Senior Manager, Corporate Communications