UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-K/A-3

           [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  For the Fiscal Year Ended December 31, 1995

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ------ to ------       

                        Commission File Number  0-20206

                               PERCEPTRON, INC.
            (Exact name of registrant as specified in its charter)

                 Michigan                            38-2381442
        (State or other jurisdiction              (I.R.S. Employer
      of incorporation or organization)          Identification No.)

                             23855 Research Drive
                     Farmington Hills, Michigan 48335-2643
             (Address of principal executive offices)  (Zip Code)

      Registrant's telephone number, including area code: (810) 478-7710

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: 
         Common Stock, $0.01 par value

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for the past 90 days:  Yes [X]    No [ ]    

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: [ ]

The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant, based upon the closing sale price of the
Common Stock on March 14, 1996, as reported by The Nasdaq Stock Market was
approximately $136,752,397 (assuming, but not admitting for any purpose,
that all directors and executive officers of the registrant are affiliates).




The number of shares outstanding of the registrant's Common Stock as of
March 14, 1996, was 6,792,454.

Documents Incorporated by Reference:  None.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Paul L. McDermott, a director of the Company, is a Managing Director
at Nomura Securities International, Inc., an investment banking firm, which
has in the past and may in the future provide investment banking services to
the Company.

         The Company is a member of the Auto Body Consortium (the "ABC"), a
group comprised of General Motors Corporation, Ford Company and Chrysler
Corporation, companies in automotive-related businesses, including the
Company, and several universities and research organizations.  Dwight D.
Carlson, Vice Chairman of the Board and the former President and Chief
Executive Officer, and a director of the Company, is the Chairman of the
Board of the ABC, a non-profit corporation.  In connection with an industry
matching commitment for a $4,800,000 grant made to the ABC by the U.S.
Department of Commerce, the Company has committed to spend approximately
$50,000 per year for three years, commencing in October 1992, to help fund
research to reduce variation in the automobile body manufacturing process. 
For the three year period commencing in 1992, the Company has also committed
to make available to the ABC one or more Company employees whose total
compensation and benefits cost to the Company was approximately $150,000 per
year.  In October 1995, the ABC received a $8,300,000 grant from the
Department of Commerce.  In connection with industry matching commitments
for such grant, the Company has committed to spend approximately $100,000
per year for three years, commencing in October 1995.  Such commitment can
be cancelled by the Company upon 60 days' notice.



                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to its Annual Report on Form 10-K
to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: June 28, 1996                          PERCEPTRON, INC.

                                          By: /S/ Alfred A. Pease     
                                              -----------------------------
                                              Alfred A. Pease
                                              President and Chief
                                              Executive Officer