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+-----BEGIN PRIVACY-ENHANCED MESSAGE-----
+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
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+<SEC-DOCUMENT>0000912057-01-003198.txt : 20010130
+<SEC-HEADER>0000912057-01-003198.hdr.sgml : 20010130
+ACCESSION NUMBER:		0000912057-01-003198
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000930
+FILED AS OF DATE:		20010129
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			PRI AUTOMATION INC
+		CENTRAL INDEX KEY:			0000927362
+		STANDARD INDUSTRIAL CLASSIFICATION:	SPECIAL INDUSTRY MACHINERY, NEC [3559]
+		IRS NUMBER:				042495703
+		STATE OF INCORPORATION:			MA
+		FISCAL YEAR END:			0930
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-24934
+		FILM NUMBER:		1517754
+
+	BUSINESS ADDRESS:	
+		STREET 1:		805 MIDDLESEX TURNPIKE
+		CITY:			BILLERICA
+		STATE:			MA
+		ZIP:			01821
+		BUSINESS PHONE:		9786704270
+
+	MAIL ADDRESS:	
+		STREET 1:		805 MIDDLESEX TURNPIKE
+		CITY:			BILLERICA
+		STATE:			MA
+		ZIP:			01821
+
+	FORMER COMPANY:	
+		FORMER CONFORMED NAME:	PRECISION ROBOTS INC
+		DATE OF NAME CHANGE:	19940722
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>a2036350z10-ka.txt
+<DESCRIPTION>10-KA
+<TEXT>
+
+<PAGE>
+
+
+                       SECURITIES AND EXCHANGE COMMISSION
+                              Washington, DC 20549
+                               -------------------
+                                FORM 10-K/A NO. 1
+
+
+/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
+    ACT OF 1934
+
+/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
+    EXCHANGE ACT OF 1934
+
+           For the Fiscal Year Ended           Commission File Number
+              September 30, 2000                       0-24934
+
+                              PRI AUTOMATION, INC.
+             (Exact name of registrant as specified in its charter)
+
+           Massachusetts                             04-2495703
+   (State or other jurisdiction          (I.R.S. Employer Identification No.)
+         of incorporation)
+
+        805 Middlesex Turnpike                         01821
+             Billerica, MA                           (Zip Code)
+(Address of principal executive offices)
+
+                  Registrant's telephone number: (978) 670-4270
+                               -------------------
+
+          Securities registered pursuant to Section 12(b) of the Act:
+                                      NONE
+           Securities registered pursuant to Section 12(g) of the Act:
+
+                          COMMON STOCK, PAR VALUE $.01
+      RIGHTS TO PURCHASE SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
+                               -------------------
+
+     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 (or for such shorter period that the
+Registrant was required to file such reports), 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 voting stock held by non-affiliates of
+the Registrant, based on the closing price of the Common Stock on December 6,
+2000 as reported by the Nasdaq National Market, was approximately $536,025,000.
+Shares of Common Stock held by each executive officer and director of the
+Registrant and by each person known by the Registrant to own beneficially 5% or
+more of the outstanding Common Stock have been excluded from this computation in
+that such persons may be
+
+
+<PAGE>
+
+
+deemed to be affiliates. That such persons have been deemed affiliates for
+purposes of this computation should not be considered a conclusive determination
+for any other purpose.
+
+     As of December 6, 2000, the Registrant had outstanding 25,142,525 shares of
+Common Stock.
+
+                       DOCUMENTS INCORPORATED BY REFERENCE
+                                      NONE
+
+THE FOLLOWING ITEMS ARE INCLUDED HEREIN: ITEMS 10, 11, 12 AND 13.
+
+
+                                      -2-
+<PAGE>
+
+
+EXPLANATION FOR THIS AMENDMENT:
+
+     The Annual Report on Form 10-K of PRI Automation, Inc. (the "Company") for
+the Company's fiscal year ended September 30, 2000 (the "2000 Form 10-K") is
+being amended hereby to include the items and exhibits listed below:
+
+ITEM          DESCRIPTION
+
+Item 10.      Directors and Executive Officers of the Registrant
+
+Item 11.      Executive Compensation
+
+Item 12.      Security Ownership of Certain Beneficial Owners and Management
+
+Item 13.      Certain Relationships and Related Transactions
+
+     The Company's 2000 Form 10-K, as originally filed with the Securities and
+Exchange Commission (the "Commission") on December 21, 2000, incorporated into
+such form the information required by Items 10, 11, 12 and 13 of Form 10-K by
+reference to the Company's Definitive Proxy Statement for its 2001 Annual
+Meeting of Stockholders (the "Proxy Statement"). The Proxy Statement was not,
+however, filed with the Commission within 120 days of the close of the Company's
+fiscal year ended September 30, 2000. Accordingly, the 2000 Form 10-K is being
+amended hereby to include the information that was originally expected to be
+incorporated by reference.
+
+THE AMENDMENT
+
+     Items 10, 11, 12 and 13 in Part III of the 2000 Form 10-K are hereby
+amended by deleting the texts thereof in their entirety and substituting
+therefor the following:
+
+ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
+
+                        DIRECTORS AND EXECUTIVE OFFICERS
+
+     The following table sets forth certain information concerning each director
+(each of whom has been nominated for re-election) and each executive officer of
+PRI:
+
+     NAME                   AGE                 POSITION
+
+Mordechai Wiesler            70  Chairman of the Board of Directors
+Mitchell G. Tyson            46  President, Chief Executive Officer and Director
+Cosmo S. Trapani             62  Vice President and Chief Financial Officer
+Edward A. Wagner             52  Vice President, General Manager, Factory
+                                   Systems Division
+Robert G. Postle             46  Vice President, Sales and
+                                   International Operations
+Amram Rasiel (1)             70  Director
+Boruch B. Frusztajer (1)(2)  70  Director
+Alexander V. d'Arbeloff (2)  73  Director
+Kenneth M. Thompson          62  Director
+- -----------
+(1)  Member of the Audit Committee
+(2)  Member of the Compensation Committee
+
+
+                                      -3-
+
+
+<PAGE>
+
+     MORDECHAI WIESLER, a founder of PRI, has been a director of PRI since
+     our inception in 1982. Mr. Wiesler served as PRI's President from our
+     inception until February 1995, as Chief Executive Officer from our
+     inception until August 1998 and as Treasurer from our inception until
+     September 1999. Mr. Wiesler was also the founder, president and chairman
+     of Transistor Automation Corporation until its sale to Teledyne, Inc. in
+     1966. Mr. Wiesler received a B.S. in mechanical engineering from the
+     Technion in Israel.
+
+     MITCHELL G. TYSON was named Chief Executive Officer of PRI in August
+     1998. He was elected to the office of President and named a director of
+     PRI in 1995. Mr. Tyson served as our Chief Operating Officer from 1990
+     to 1998. From 1987 to 1990, he served as our Vice President, Operations.
+     From 1984 to 1987, Mr. Tyson was the director of product management of
+     GCA Corporation, a manufacturer of semiconductor capital equipment. From
+     1979 to 1984, he was a senior legislative assistant and science advisor
+     to U.S. Senator Paul Tsongas in Washington, D.C. Mr. Tyson holds a B.S.
+     in physics, an M.S. in political science and an M.S. in nuclear
+     engineering, all from the Massachusetts Institute of Technology. Mr.
+     Tyson is a member of the board of directors of the Semiconductor
+     Industry Suppliers Association of North America (formerly SEMI-SEMATECH,
+     Inc.) and a member of the board of directors of Structural Dynamics
+     Research Corporation, a global supplier of e-business solutions for the
+     product lifecycle. In addition, Mr. Tyson is a member of the North
+     American Advisory Board of SEMI, a trade association that represents the
+     worldwide semiconductor equipment industry and a member of the board of
+     directors of the Massachusetts High Technology Council.
+
+     COSMO S. TRAPANI was named our Vice President and Chief Financial
+     Officer in March 2000. From October 1999 to February 2000, Mr. Trapani
+     was Senior Vice President and Chief Financial Officer at Circor
+     International, Inc., a manufacturer of fluid control systems. From 1990
+     to 1999, he served as Executive Vice President and Chief Financial
+     Officer of Unitrode Corporation, a manufacturer of analog and mixed
+     signal integrated circuits. Mr. Trapani holds a B.S. in accounting from
+     Boston College and is a certified public accountant. Mr. Trapani is a
+     member of the board of directors of a privately held company.
+
+     EDWARD A. WAGNER was appointed our Vice President, General Manager,
+     Factory Systems Division in August 2000. Mr. Wagner joined PRI as Vice
+     President, Sales in 1997 and was named Vice President, General Manager,
+     OEM Systems in January 1999. From 1989 to 1997, Mr. Wagner was Vice
+     President of US operations for Metron Technology, a worldwide sales and
+     distribution company supporting many of the major semiconductor
+     equipment manufacturers in both the US and Japan. From 1979 to 1989, he
+     served as President and General Manager of BGL Corp., a manufacturer of
+     OEM automation products and quartz glass products. Mr. Wagner holds a
+     B.S. from the University of California at Berkeley and an M.B.A. from
+     Golden Gate University, San Francisco.
+
+     ROBERT G. POSTLE was named our Vice President, Sales and International
+     Operations in August 2000. Mr. Postle joined PRI in 1994 as Vice
+     President, Marketing and Sales, became Vice President, Marketing, Sales
+     and Service in 1997, named Vice President, Sales, Service and Field
+     Operations in 1998 and appointed Vice President, General Manager,
+     Factory Systems Division in September 1999. From 1989 to 1994, Mr.
+     Postle was Vice President of Marketing and Sales at ULVAC Technologies,
+     Inc., a manufacturer of vacuum technology products. From 1987 to 1989,
+     Mr. Postle was Vice President of Marketing and Sales at ASM Ion Implant,
+     Inc., a manufacturer of ion implantation equipment. Mr. Postle holds a
+     B.S. in business administration from the State University of New York,
+     Brockport.
+
+
+                                     -4-
+<PAGE>
+
+
+     AMRAM RASIEL has been a director of PRI since 1982. Dr. Rasiel is a
+     private investor. He is a director of Progress Software Corporation, a
+     provider of application development software, and of a number of
+     privately held companies.
+
+     BORUCH B. FRUSZTAJER became a director of PRI in 1982. Mr. Frusztajer
+     has been the President of BBF Corporation, an industrial management
+     company, since 1984.
+
+     ALEXANDER V. D'ARBELOFF became a director of PRI in 1982. Mr.
+     d'Arbeloff, a member of the MIT Corporation since 1989, was named
+     Chairman of the MIT Corporation on July 1, 1997. In 1960, Mr. d'Arbeloff
+     founded Teradyne and served as president and chief executive officer
+     until May 1997, and as chairman of the board from June 1997 until June
+     2000. He is also chairman of the board of Empirix which offers testing
+     solutions for communications equipment manufacturers, e-business and
+     enterprise call centers. He also serves on the boards of several private
+     and non-profit institutions.
+
+     KENNETH M. THOMPSON became a director of PRI in July 1998. Mr. Thompson
+     is President, Chief Executive Officer and a director of AvantCom
+     Network, Inc. He was employed by Intel Corporation for twenty-five
+     years, most recently as Vice President, Technology Manufacturing
+     Engineering. He retired from Intel in 1998. Mr. Thompson is a director
+     of LAM Research Corp.
+
+COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
+
+     Section 16(a) of the Securities Exchange Act of 1934 requires our officers
+     and directors, and persons who own more than 10% of our common stock, to
+     file reports of ownership and changes in ownership with the Securities and
+     Exchange Commission. Officers, directors and greater-than-10% stockholders
+     are required by SEC regulations to furnish us with copies of all Section
+     16(a) forms they file.
+
+     Based solely upon review of Forms 3 and 4 and amendments thereto furnished
+     to us during fiscal 2000 and Forms 5 and amendments thereto furnished with
+     respect to fiscal 2000, we believe that all of its officers, directors and
+     greater-than-10% stockholders fulfilled their Section 16(a) filing
+     requirements in a timely manner, except that each of Mr. Wiesler and Mr.
+     Tyson reported sales late on amended Form 4 reports, one in the case of Mr.
+     Tyson and two in the case of Mr. Wiesler.
+
+     DIRECTORS' COMPENSATION
+
+     Each non-employee director of PRI has served without cash compensation but
+     has been reimbursed, upon request, for expenses incurred in attending
+     meetings of the Board of Directors. Directors who are PRI employees are not
+     paid any separate fees for serving as directors. On November 30 of each
+     year, each non-employee director then in office is automatically granted a
+     non-qualified option under the 1997 Stock Option Plan to purchase 5,000
+     shares of common stock at an exercise price equal to its fair market value
+     on that date. Pursuant to this provision of the 1997 Stock Option Plan, on
+     November 30, 2000, each of Messrs. Rasiel, Frusztajer, d'Arbeloff and
+     Thompson was automatically granted a nonstatutory option to purchase 5,000
+     shares of common stock at an exercise price of $17.81 per share.
+
+ITEM 11.  EXECUTIVE COMPENSATION
+
+     The following table provides certain summary information concerning the
+     compensation earned by PRI's Chief Executive Officer and each of the four
+     other most highly compensated executive officers (collectively, the "Named
+     Executive Officers"), for services rendered in all capacities to PRI during
+     fiscal 2000 and during the fiscal years ended September 30, 1998 and 1999
+     ("fiscal 1998" and "fiscal 1999," respectively).
+
+
+
+                                      -5-
+<PAGE>
+
+
+                           SUMMARY COMPENSATION TABLE
+
+<TABLE>
+<CAPTION>
+
+                                                                      LONG-TERM
+                                         ANNUAL COMPENSATION(1)       COMPENSATION
+
+     NAME AND                          FISCAL SALARY($)   BONUS($)    SECURITIES    ALL OTHER
+PRINCIPAL POSITION                      YEAR                          UNDERLYING   COMPENSATION
+                                                                      OPTIONS(#)      ($)(2)
+                                                                        AWARDS
+<S>                                     <C>   <C>        <C>            <C>          <C>
+
+Mordechai Wiesler                       2000  $188,100         -         40,000       $12,734
+ Chairman of the Board                  1999  $201,539         -         40,000       $12,360
+                                        1998  $257,212         -         30,000       $10,485
+
+Mitchell G. Tyson                       2000  $358,624         -         78,000        $8,401
+ President and Chief Executive Officer  1999  $266,010         -         55,000        $5,412
+                                        1998  $247,289         -        130,000        $5,363
+
+Cosmo S. Trapani (3)                    2000  $145,750   $56,400(4)      57,000        $5,894
+ Vice President and                     1999         -         -              -             -
+ Chief Financial Officer                1998         -         -              -             -
+
+Edward A. Wagner                        2000  $268,917  $139,100         80,000      $136,856
+ Vice President, General Manager,       1999  $204,346         -         39,000        $6,528
+ Factory Systems Division               1998  $164,237         -         45,500        $5,362
+
+Robert G. Postle                        2000  $261,250         -         44,000        $8,043
+ Vice President, Sales, and             1999  $207,038         -         61,000        $5,412
+ International Operations               1998  $196,789         -         25,500        $5,667
+</TABLE>
+
+- -----------
+
+(1)  In accordance with the rules of the Securities and Exchange
+     Commission, other compensation in the form of perquisites and other
+     personal benefits has been omitted because such perquisites and other
+     personal benefits constituted less than $50,000 and less than ten percent
+     of the total annual salary and bonus for each executive officer.
+
+(2)  The amounts reported include PRI's contributions to the PRI Savings and
+     Retirement Plan during fiscal 2000, fiscal 1999 and fiscal 1998,
+     respectively, for the benefit of Mr. Wiesler ($4,670, $4,800 and $4,185),
+     Mr. Tyson ($7,200, $4,800 and $4,904), Mr. Wagner ($7,110, $4,800 and
+     $4,927) and Mr. Postle ($7,192, $4,800 and $5,310) and during fiscal 2000
+     for Mr. Trapani ($3,975); and premiums paid by PRI on excess life insurance
+     policies during fiscal 2000, fiscal 1999 and fiscal 1998, respectively, for
+     Mr. Wiesler ($8,064, $7,560 and $6,300), Mr. Tyson ($1,201, $612 and $459),
+     Mr. Wagner ($1,406, $1,728 and $435) and Mr. Postle ($851, $612 and $357)
+     and during fiscal 2000 for Mr. Trapani ($1,919) and during fiscal 2000 for
+     Mr. Wagner, $128,340 for temporary living expenses.
+
+(3)  Mr. Trapani joined PRI during fiscal 2000 and, therefore, received
+     compensation for only a portion of that fiscal year.
+
+(4)  Under Mr. Trapani's at-will employment arrangement with the Company, in
+     addition to being eligible for target bonuses, a portion of his annual
+     compensation is payable in the form of a fixed payment in the amount of
+     $28,200 per quarter for up to the first five years of his employment.
+
+     OPTION GRANTS IN LAST FISCAL YEAR
+
+          The following table contains information concerning stock option
+     grants made during fiscal 2000 under the 1994 Stock Option Plan and the
+     2000 Stock Option Plan to the Chief Executive Officer and each of the other
+     Named Executive Officers:
+
+
+                                      -6-
+<PAGE>
+
+                        OPTION GRANTS IN LAST FISCAL YEAR
+
+<TABLE>
+<CAPTION>
+                                % OF TOTAL                                POTENTIAL REALIZABLE
+                                  OPTIONS                                   VALUE AT ASSUMED
+                                GRANTED TO   EXERCISE OR                  ANNUAL RATES OF STOCK
+                    OPTIONS    EMPLOYEES IN   BASE PRICE   EXPIRATION     PRICE APPRECIATION FOR
+     NAME          GRANTED(#)   FISCAL YEAR  ($/SHARE)(1)     DATE            OPTION TERM(2)
+                                                                          5% ($)        10% ($)
+<S>                <C>         <C>           <C>           <C>         <C>            <C>
+Mordechai Wiesler  10,000(4)       0.52        $45.0625     05/25/06     $153,226       $347,685
+                   30,000(3)       1.56        $47.3750     11/30/05     $483,361     $1,096,581
+Mitchell G. Tyson  18,000(4)       0.93        $45.0625     05/25/06     $275,860       $625,832
+                   60,000(3)       3.11        $47.3750     11/30/05     $966,722     $2,193,162
+Cosmo S. Trapani   50,000(5)       2.60        $70.0625     03/15/06   $1,191,398     $2,702,875
+                    7,000(4)       0.36        $45.0625     05/25/06     $107,279       $243,379
+Edward A. Wagner   10,000(6)       0.52        $56.1250     04/14/06     $190,879       $433,039
+                   15,000(4)       0.78        $45.0625     05/25/06     $229,883       $521,527
+                   20,000(7)       1.04        $41.0000     07/28/06     $278,878       $632,680
+                   35,000(3)       1.82        $47.3750     11/30/05     $563,921     $1,279,345
+Robert G. Postle    9,000(4)       0.47        $45.0625     05/25/06     $137,930       $312,916
+                   35,000(3)       1.82        $47.3750     11/30/05     $563,921     $1,279,345
+
+</TABLE>
+- -----------
+(1)  All options were granted at exercise prices not less than fair market
+     value, which was determined by the board of directors to be the last sale
+     price of the common stock on the date of grant as reported by the Nasdaq
+     Stock Market.
+
+(2)  Amounts reported in this column represent hypothetical values that may be
+     realized upon exercise of the options immediately prior to the expiration
+     of their term, assuming the specified compounded rates of appreciation of
+     the common stock over the term of the options. These numbers are calculated
+     based on rules promulgated by the Securities and Exchange Commission and do
+     not represent PRI's estimate of future stock price growth. Actual gains, if
+     any, on stock option exercises and common stock holdings are dependent on
+     the timing of such exercises and the future performance of the common
+     stock. There can be no assurance that the rates of appreciation assumed in
+     this table can be achieved or that the amounts reflected will be received
+     by the Named Executive Officers. This table does not take into account any
+     appreciation in price of the common stock from the date of grant to the
+     current date. The values shown are net of the option price, but do not
+     include deductions for taxes or other expenses associated with the
+     exercise.
+
+(3)  All options vest in 20 equal quarterly installments beginning 3/2/00 and
+     ending 11/30/04.
+
+(4)  All options fully vest on May 25, 2005.
+
+(5)  Option vests in 20 equal quarterly installments beginning 6/15/00 and
+     ending 3/15/05.
+
+(6)  Option vests in 20 equal quarterly installments beginning 7/14/00 and
+     ending 4/14/05.
+
+(7)  Option vests in 20 equal quarterly installments beginning 10/28/00 and
+     ending 7/28/05.
+
+
+     OPTION/SAR EXERCISES AND FISCAL YEAR-END VALUES
+
+          The following table sets forth information concerning option exercises
+     and holdings under PRI's 1994 Incentive and Nonqualified Stock Option Plan,
+     1997 Non-Incentive Stock Option Plan and 2000 Stock Option Plan as of
+     September 30, 2000 with respect to the Chief Executive Officer and the
+     other Named Executive Officers:
+
+
+                                      -7-
+<PAGE>
+
+
+               OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
+
+<TABLE>
+<CAPTION>
+
+NAME                      SHARES      VALUE         COMMON STOCK               VALUE OF UNEXERCISED
+                         ACQUIRED    REALIZED        UNDERLYING              IN-THE-MONEY OPTIONS AT
+                            ON        ($)(1)    UNEXERCISED OPTIONS AT         FISCAL YEAR-END $(2)
+                        EXERCISE(#)               FISCAL YEAR-END (#)
+
+                                              EXERCISABLE  UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
+<S>                    <C>        <C>         <C>          <C>           <C>           <C>
+
+Mordechai Wiesler         30,000      $850,125    87,730        85,670       $177,746       $81,329
+Mitchell G. Tyson        122,880    $6,485,146   109,191       186,529       $347,218      $510,583
+Cosmo S. Trapani               -             -     5,000        52,000              -             -
+Edward A. Wagner          23,126      $866,641     7,125       114,748         $6,094       $73,118
+Robert G. Postle          30,797    $1,230,965    14,361        96,980        $16,312       $55,343
+Alexander V. d'Arbeloff        -             -    22,000             -        $41,625             -
+Amram Rasiel                   -             -    22,000             -        $41,625             -
+Boruch B. Frusztajer           -             -    22,000             -        $41,625             -
+Kenneth M. Thompson       15,000    $1,069,256     5,000             -              -             -
+</TABLE>
+
+- -----------
+
+(1)  Amounts disclosed in this column do not necessarily reflect amounts
+     received by the Named Executive Officers but are calculated based on the
+     difference between the fair market value of the common stock on the date of
+     exercise and the exercise price of the options. Named Executive Officers
+     will receive cash only if and when they sell the common stock issued upon
+     exercise of the options, and the amount of cash received by such
+     individuals is dependent on the price of the common stock at the time of
+     such sale.
+
+(2)  Calculated on the basis of the last sale price of the common stock on
+     September 30, 2000 as reported by the Nasdaq Stock Market ($18.25 per
+     share), less the applicable option exercise price.
+
+     RETENTION AND SEVERANCE AGREEMENTS
+
+          PRI has entered into retention agreements with each of Messrs.
+     Wiesler, Tyson, Postle, Trapani and Wagner. The terms of each agreement
+     were amended in fiscal 2000. The agreements provide for certain payments
+     upon the occurrence of certain events following a "change of control" of
+     PRI. A "change of control" is defined in each agreement to mean (i) any
+     person becoming the beneficial owner of securities of PRI representing
+     fifty percent (50%) or more of the total voting power; or (ii) a change in
+     the composition of the board of directors creating a majority of directors
+     consisting of individuals other than directors of PRI as of the date of the
+     retention agreement or their designated successors; or (iii) the merger or
+     consolidation of PRI with any other corporation (other than a merger or
+     consolidation keeping at least fifty percent (50%) of the total voting
+     power in the hands of PRI stockholders) or PRI's liquidation or the sale or
+     disposition by PRI of all or substantially all of its assets.
+
+          Each agreement provides that PRI will pay certain severance benefits
+     to the executive officer in the event that, within 12 months after a change
+     of control, the executive's employment is terminated other than for cause,
+     as defined in the agreement, or if the executive resigns after the
+     occurrence of one or more certain events, such as material reduction in
+     responsibilities or salary or relocation to a facility in a different
+     location without the executive's consent.
+
+          Each agreement provides that, if the executive is terminated or
+     resigns within 12 months after a change of control under circumstances that
+     would entitle the executive to severance benefits, then PRI will be
+     obligated to pay to the executive, in a single payment, an amount equal to
+     the sum of (a) his then-current annual base compensation, (b) the bonus (if
+     any) that PRI (or its successor) paid the executive
+
+
+                                      -8-
+<PAGE>
+
+     with respect to its fiscal year most recently ended before such termination
+     or resignation and (c) a prorated fraction of the amount of his "target
+     bonus" for the fiscal year of PRI in which the termination or resignation
+     occurs. Each agreement further provides that, upon such termination or
+     resignation, or upon the first anniversary of a change of control if no
+     such termination or resignation occurs, 100% of the otherwise unvested
+     portion of each stock option held by the executive will become fully
+     exercisable, and 100% of each option held by PRI to repurchase stock of PRI
+     owned by the executive will terminate.
+
+     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
+
+          No member of the Compensation Committee is a former or current
+     employee of PRI or a party to any other relationship of a character
+     required to be disclosed pursuant to Item 402(j) of Regulation S-K.
+
+     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+
+          The following table sets forth certain information with respect to the
+     beneficial ownership of our common stock as of January 11, 2001 (except as
+     otherwise noted below) by (i) each person or entity known to us to own
+     beneficially five percent or more of PRI's common stock, (ii) each of our
+     directors, (iii) the Chief Executive Officer and the other Named Executive
+     Officers who were serving as executive officers at the end of fiscal 2000
+     and (iv) the executive officers and directors as a group:
+
+<TABLE>
+<CAPTION>
+                                                                SHARES BENEFICIALLY
+                                                                     OWNED(1)(2)
+NAME AND ADDRESS(3)                                                NUMBER  PERCENT
+- ---------------------------                                        ------  -------
+<S>                                                              <C>        <C>
+Mellon Financial Corporation(4)
+One Mellon Center
+Pittsburgh, PA 15258                                             2,039,989  8.11%
+FMR Corp.(5)
+82 Devonshire Street,
+Boston, MA 02109                                                 1,430,320  5.7%
+Mordechai Wiesler(6)                                               628,945  2.6%
+Dr. Amram Rasiel(7)                                                503,210  2.0%
+Mitchell G. Tyson(8)                                               308,338  1.2%
+Boruch B. Frusztajer(9)                                            115,762     *
+Alexander V. d'Arbeloff(10)                                         91,764     *
+Robert G. Postle(11)                                                29,391     *
+Edward A. Wagner(12)                                                20,625     *
+Kenneth M. Thompson(13)                                             10,000     *
+Cosmo S. Trapani(14)                                                 9,908     *
+All directors and executive officers as a group (9 persons)(15)  1,717,943  6.7%
+</TABLE>
+- -----------
+*    Less than one percent.
+
+(1)  Beneficial ownership is determined in accordance with the rules of the
+     Securities and Exchange Commission. The persons named in this table have
+     sole voting and investment power with respect to all shares of common stock
+     shown as beneficially owned by them, subject to community property laws
+     where applicable and subject to the information contained in the footnotes
+     to this table. Shares of common stock subject to options currently
+     exercisable or exercisable within 60 days following the date of this table
+     are deemed outstanding for computing the share ownership and percentage of
+     the person holding such options, but are not deemed outstanding for
+     computing the percentage of any other person.
+
+(2)  The number of shares of common stock deemed outstanding as of the date of
+     this table, January 11, 2000, is 25,145,217.
+
+
+                                      -9-
+<PAGE>
+
+
+(3)  Unless otherwise noted, address is in care of PRI Automation, Inc., 805
+     Middlesex Turnpike, Billerica, Massachusetts 01821-3986.
+
+(4)  Information is based on a Schedule 13G filed with the Securities and
+     Exchange Commission on January 22, 2001 by Mellon Financial Corporation and
+     two subsidiaries filing as joint reporting persons. The Schedule 13G states
+     that Mellon Financial Corporation, as a parent holding company, is the
+     beneficial owner of 2,039,989 shares. The Schedule 13G states that the
+     shares are held by Mellon Financial Corporation as well as eight direct and
+     indirect subsidiaries, including banks, investments advisers and holding
+     companies.
+
+(5)  Information is based on a Schedule 13G/A filed by FMR Corp. with the
+     Securities and Exchange Commission on January 10, 2001. The Schedule 13G
+     states that Fidelity Management & Research Company, a wholly-owned
+     subsidiary of FMR Corp. and an investment adviser registered under Section
+     203 of the Investment Advisers Act of 1940, is the beneficial owner of
+     1,426,660 shares as a result of acting as investment adviser to various
+     investment companies, that Fidelity Management Trust Company, a
+     wholly-owned subsidiary of FMR Corp. and a bank as defined in Section
+     3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of
+     3,660 shares as a result of its serving as investment manager of
+     institutional accounts. The Schedule 13G states that various persons have
+     the right to receive, or to direct the receipt of dividends from, or the
+     proceeds from the sale of, the common stock, and that no one person's
+     interest in the common stock is more than five percent.
+
+(6)  Includes 102,650 shares issuable upon the exercise of outstanding options
+     exercisable within 60 days of the date of this table, 75,975 shares held by
+     three grantor retained annuity trusts and 125,000 shares held by a limited
+     partnership controlled by Mr. Wiesler.
+
+(7)  Includes 27,000 shares issuable upon the exercise of outstanding options
+     exercisable within 60 days of the date of this table.
+
+(8)  Includes 134,220 shares issuable upon the exercise of outstanding options
+     exercisable within 60 days of the date of this table and 8,100 shares held
+     by members of Mr. Tyson's family.
+
+(9)  Includes 27,000 shares issuable upon the exercise of outstanding options
+     exercisable within 60 days of the date of this table and 58,762 shares held
+     by members of Mr. Frusztajer's family.
+
+(10) Includes 27,000 shares issuable upon the exercise of outstanding options
+     exercisable within 60 days of the date of this table.
+
+(11) Consists of 29,391 shares issuable upon the exercise of outstanding
+     options exercisable within 60 days of the date of this table.
+
+(12) Consists of 20,625 shares issuable upon the exercise of outstanding options
+     exercisable within 60 days of the date of this table.
+
+(13) Consists of 10,000 shares issuable upon the exercise of outstanding options
+     exercisable within 60 days of the date of this table.
+
+(14) Includes 9,500 shares issuable upon the exercise of outstanding options
+     exercisable within 60 days of the date of this table.
+
+(15) Includes 387,386 shares issuable upon the exercise of outstanding options
+     exercisable within 60 days of the date of this table.  See notes 6
+     through 14.
+
+     ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+
+          In August 1998, PRI entered into a loan arrangement with Robert
+     Postle, then our Vice President, Sales, Service and Field Operations and
+     now our Vice President, Sales and International Operations. PRI loaned
+     Mr. Postle $150,000 pursuant to a three-year promissory note with interest
+     accruing at 6%. The note was secured by a mortgage on Mr. Postle's
+     residence. The outstanding principal under the note, together with accrued
+     interest thereon, was due and payable at the maturity date or upon the
+     earlier termination of Mr. Postle's employment either by PRI for cause or
+     voluntarily by Mr. Postle. This note, together with all accrued interest,
+     was repaid in full in January 2000.
+
+
+                                      -10-
+<PAGE>
+
+
+                                   SIGNATURES
+
+     Pursuant to the requirements of Section 13 or 15(d) of the Securities
+Exchange Act of 1934 (the "Exchange Act"), the Registrant has duly caused this
+amendment to be signed on its behalf by the undersigned, thereunto duly
+authorized.
+
+                                                 PRI Automation, Inc.
+
+
+Date: January 26, 2001                           By: /S/ MITCHELL G. TYSON
+                                                     ---------------------
+                                                     Mitchell G. Tyson
+                                                     Chief Executive Officer
+
+
+                                      -11-
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----