8-A12G/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-A/A
AMENDMENT NO. 2 TO FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

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

Minnesota (State of incorporation or organization)	41-1413345 (I.R.S. Employer/Identification No.)
12988 Valley View Road Eden Prairie, Minnesota (Address of principal executive offices)	55344 (Zip Code)

        Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None	None

        If this form relates to the registration of a class of securities pursuant to section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box: o

        If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check then following box: ý

        Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Stock Purchase Rights
(Title of Class)

Item 1.    Description of Securities to be Registered.

        On March 11, 2002, the Board of Directors of PPT Vision, Inc. approved an amendment to its Rights Agreement dated as of June 2, 1999, as amended October 13, 1999 (the "Rights Agreement"), between PPT Vision, Inc. and Wells Fargo Bank MN, N.A., as Rights Agent, to enable Mr. Peter R. Peterson, a member of the Board of Directors of PPT Vision, Inc., or any entity controlled by Mr. Peterson, to purchase an unlimited amount of the Common Stock of PPT Vision, Inc. without being deemed an "Acquiring Person" within the meaning of the Rights Agreement. The twenty percent (20%) standard for Acquiring Person under the Rights Agreement remains in effect for all other shareholders of PPT Vision, Inc.

        A copy of Amendment No. 2 is attached as Exhibit 1 to the Form 8-A/A. All other provisions of the Rights Agreement remain in effect.

Item 2.    Exhibits.

Exhibit 1:

Amendment No. 2, dated as of March 11, 2002, to Rights Agreement, dated as of June 2, 1999, as amended October 13, 1999, between PPT Vision, Inc. and Wells Fargo Bank MN, N.A.

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SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

PPT VISION, INC.
By	/s/ Joseph C. Christenson Joseph C. Christenson, President

Dated: March 11, 2002

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Item 1. Description of Securities to be Registered.
Item 2. Exhibits.

SIGNATURE

EX-1

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EXHIBIT 1

Amendment No. 2, dated as of March 11, 2002, to the Rights Agreement, dated as of June 2, 1999, as amended October 13, 1999, between the Company and Wells Fargo Bank MN, N.A.

Section 1 is hereby amended to read as follows:

        Section 1.    Certain Definitions.    For purposes of this Agreement, the following terms have the meanings indicated:

        (a)  "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, without the prior approval of a majority of the Board of Directors, shall be the Beneficial Owner (as such term is hereinafter defined) of voting securities having twenty percent (20%) or more of the then voting power of the Company, but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity organized, appointed or established by the Company for or pursuant to the terms of any such plan; provided, however, that if a Person is the Beneficial Owner at the close of business on the date of this Agreement of twenty percent (20%) or more of the voting power of the Company, such Person shall not be deemed an Acquiring Person unless and until such Person acquires any additional Common Stock in any manner other than pursuant to a stock dividend, stock split, recapitalization or similar transaction that does not affect the percentage of outstanding Common Stock beneficially owned by such Person. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to twenty percent (20%) or more of the then voting power of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of twenty percent (20%) or more of the then voting power of the Company then outstanding by reason of shares purchased by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of additional Common Stock of the Company representing 1% or more of the shares of Common Stock then outstanding, then such Person shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing, if a majority of the members of the Company's Board of Directors then in office determines in good faith that a Person who would otherwise be an "Acquiring Person", as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. Notwithstanding any of the foregoing, P.R. Peterson, or any entity controlled by P.R. Peterson, shall not be deemed an Acquiring Person regardless of the percentage of ownership of the voting power of the Company and references to "twenty percent (20%)" in this Agreement shall be deemed not to apply to P.R. Peterson or such entities.

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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested as of the day and year first above written.

		PPT VISION, INC.
Attest:
By	/s/ Thomas G. Lovett, IV Its Secretary	By	/s/ Joseph C. Christenson Its President
		WELLS FARGO BANK MN, N.A.
Attest:
By	/s/ Suzanne M. Swits Its Assistant Secretary	By	/s/ Corbin B. Connell Its Assistant Vice President

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EXHIBIT 1