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): MAY 11, 2004

                                PERCEPTRON, INC.
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               (Exact Name of Registrant as Specified in Charter)

MICHIGAN                               0-20206                  38-2381442
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(State or Other Jurisdiction        (Commission                IRS Employer
     of Incorporation)               File Number)          Identification No.)

47827 Halyard Drive, Plymouth, MI                             48170-2461
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(Address of Principal Executive Offices)                      (Zip Code)

Registrant's telephone number, including area code (734) 414-6100

                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)








Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

C.       Exhibits.

         No.      Description

         99.1     Press Release dated May 11, 2004

Item 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On May 11, 2004, Perceptron issued a press release announcing its
financial results for the third quarter ended March 31, 2004. Attached hereto
and incorporated by reference as Exhibit 99.1 is the press release relating to
such announcement. Such information, including the Exhibit attached hereto under
Item 7, shall not be deemed "filed" for purposes of Section 18 of the Securities
Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set forth by
specific reference in such filing.





                                   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 hereunto duly authorized.

                                            PERCEPTRON, INC.
                                            (Registrant)

Date:  May 11, 2004                         /s/ John J. Garber
                                            -----------------------------------
                                            By: John J. Garber
                                            Title: Chief Financial Officer








                                  EXHIBIT INDEX
                                 --------------

Exhibit
Number                     Description
-------                    -----------

99.1                       Press release dated May 11, 2004.