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):  July 25, 2007

                               Cognex Corporation
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             (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
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 (Address of Principal Executive Offices)                (Zip Code)

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

                                       N/A
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          (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))




Item 2.02  Results of Operations and Financial Condition

On July 25, 2007, Cognex Corporation (the "Company") issued a news release to
report a delay in its second quarter earnings release date due to a voluntary
review of transactions originating at its Japanese subsidiary. The news release
also included information regarding the expected impact on the Company's results
of operations in the fourth quarter of 2006 and the first quarter of 2007. The
information regarding the expected impact remains subject to change pending
completion of the review.

The news 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.

Certain statements made in the news release, which do not relate solely to
historical matters, are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements regarding
the Company's continuing review of the transactions originating at its Japanese
subsidiary and the expected impact on its results of operations. These
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected or anticipated,
including, but not limited to, the possibility that the final results of the
Company's continuing review have a greater impact on its historical results of
operations. The Company undertakes no obligation to update information contained
in these forward-looking statements. For further information regarding risks and
uncertainties associated with the Company's business, please refer to the
Company's filings with the Securities and Exchange Commission, including the
Company's Form 10-K for the fiscal year ended December 31, 2006.


Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

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

99.1             News release, dated July 25, 2007, issued by Cognex Corporation





                                   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


Date: July 26, 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 Delay in Second Quarter Earnings
                   Release Date and Conference Call

    NATICK, Mass.--(BUSINESS WIRE)--July 25, 2007--Cognex Corporation
(NASDAQ: CGNX) announced today that its earnings release for the
second quarter of 2007 has been delayed due to a voluntary internal
review of irregularities that it discovered in certain transactions
originating at its Japanese subsidiary.

    Immediately upon this discovery, the company reported this matter
to Cognex's Audit Committee, which then instructed the company to hold
an internal review and to report its findings to them. The Audit
Committee also appointed outside counsel (who then engaged forensic
accounting professionals), and it directed them to conduct a full,
thorough and independent investigation of the problem and to report
its findings to the Audit Committee.

    The independent counsel has not yet completed its investigation,
but to the company's knowledge, it has not uncovered any financial
irregularities other than those discovered by the company's internal
review, which are listed below:

    --  In the fourth quarter of 2006, there were improper orders
        which generated approximately $757,000 in revenue, $644,000 in
        operating income, and $483,000 in net income (or $0.01 per
        diluted share).

    --  In the first quarter of 2007, there were improper orders which
        generated approximately $303,000 in revenue, $262,000 in
        operating income, and $194,000 in net income (with no change
        in net income per diluted share).

    In addition, and as a result of its internal review, Cognex has
reversed the $400,000 order for DataMan(TM) handheld ID readers that
the company announced on June 14, 2007.

    The company, its Audit Committee, its current auditors and the
independent counsel are all working diligently to resolve this matter.
Cognex does not intend to issue any other public statements regarding
this matter until the independent counsel completes its investigation.

    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 Statements

    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," "should," "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; (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; (8) the failure to effectively manage product transitions or
accurately forecast customer demand; (9) the inability to attract and
retain skilled employees; and (10) 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, 2006. 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