8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 11, 2007
                                                        ----------------

                               Cognex Corporation
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                  Massachusetts
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                 (State or Other Jurisdiction of Incorporation)

              000-17869                                   04-2713778
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        (Commission File Number)               (IRS Employer Identification No.)


          One Vision Drive, Natick, Massachusetts               01760-2059
- --------------------------------------------------------------------------------
         (Address of Principal Executive Offices)               (Zip Code)

                                 (508) 650-3000
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              (Registrant's Telephone Number, Including Area Code)

                                       N/A
- --------------------------------------------------------------------------------
          (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 (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))



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.

On January 11, 2007, Cognex Corporation (the "Company") received a Staff
Deficiency Letter from the Nasdaq Listing Qualifications Department indicating
that the Company no longer complies with Nasdaq's audit committee requirement as
set forth in Nasdaq's Marketplace Rule 4350 because it has only two directors
serving on its audit committee. Nasdaq's Marketplace Rule 4350(d)(2)(A) requires
each listed issuer to have an audit committee that consists of at least three
independent members. The Company previously announced on January 4, 2007 that
William A. Krivsky, a member of the Company's board of directors and audit
committee, died on December 23, 2006. As a result of Mr. Krivsky's death, the
Company's audit committee currently consists of Jerald G. Fishman and Reuben
Wasserman.

In the Staff Deficiency Letter, The Nasdaq Stock Market, consistent with Nasdaq
Marketplace Rule 4350(d)(4), provided the Company a cure period in order to
regain compliance as follows:

o    until the earlier of the  Company's  next annual  shareholders'  meeting or
     December 23, 2007; or

o    if the next annual shareholders' meeting is held before June 21, 2007, then
     the Company must evidence compliance no later than June 21, 2007.

Since the Company intends to hold its next annual shareholders' meeting before
June 21, 2007, the Company has until June 21, 2007 to regain compliance. The
Company has begun a search for a new independent director to serve on the
Company's board of directors and audit committee.



                                   SIGNATURES

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.



                                        COGNEX CORPORATION

Dated: January 16, 2007                 By: /s/ Richard A. Morin
                                            --------------------
                                            Name:  Richard A. Morin
                                            Title: Senior Vice President of
                                                   Finance, Chief Financial
                                                   Officer, and Treasurer

EX-99.1

                                                                    Exhibit 99.1


  Cognex Corporation Announces That Death of Audit Committee Member
          Leads to Receipt of Deficiency Letter from Nasdaq


    NATICK, Mass.--(BUSINESS WIRE)--Jan. 16, 2007--Cognex Corporation
(NASDAQ: CGNX) previously announced on January 4, 2007 that William A.
Krivsky, a member of Cognex's board of directors and a member of its
audit committee, died on December 23, 2006. As a result of Mr.
Krivsky's death, Cognex's audit committee currently consists of only
two members, Mr. Jerald G. Fishman and Mr. Reuben Wasserman. Nasdaq's
Marketplace Rule 4350(d)(2)(A) requires each listed issuer to have an
audit committee that consists of at least three independent members,
and, as a result, Nasdaq Listing Qualifications Department sent a
Staff Deficiency Letter to Cognex informing it that Cognex was no
longer in compliance with Nasdaq's audit committee requirement. Under
Marketplace Rule 4350, Cognex was given until June 21, 2007 to add a
third independent member to its audit committee at which time it will
regain compliance. Cognex initiated a search to fill that position
soon after Mr. Krivsky's death, and expects to make an appointment on
or prior to the deadline date.

    About Cognex Corporation

    Cognex Corporation designs, develops, manufactures, and markets
machine vision sensors and systems, or devices that can "see." Cognex
vision sensors are used in factories around the world to automate the
manufacture of a wide range of items and to assure their quality.
Cognex is the world's leader in the machine vision industry, having
shipped more than 350,000 machine vision systems, representing over $2
billion in cumulative revenue, since the company's founding in 1981.
In addition to its corporate headquarters in Natick, Massachusetts,
Cognex also has regional offices and distributors located throughout
North America, Japan, Europe, 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, revenue growth and the company's financial outlook,
involve known and unknown 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, including, but not limited to the semiconductor,
electronics, automotive and steel industries; (2) the cyclicality of
the semiconductor and electronics industries; (3) the reliance upon
certain sole-source suppliers to manufacture and deliver critical
components for the company's products; (4) the inability to design and
manufacture high-quality products; (5) the technological obsolescence
of current products and the inability to develop new products; (6) the
inability to protect the company's proprietary technology and
intellectual property; (7) the 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, 2005. 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: Cognex Corporation
             Susan Conway, 508-650-3353
             Director of Investor Relations
             susan.conway@cognex.com