FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Proulx Michael   2. Issuer Name and Ticker or Trading Symbol CYBEROPTICS CORP [CYBE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President - Operations (Last) (First) (Middle) 5900 GOLDEN HILLS DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/05/2008 (Street) GOLDEN VALLEY, MN 55416 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/05/2008   A   2,178 A $ 0 3,566 (1) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option

$ 11.71

05/17/2003(2)

05/17/2009

Common Stock

1,750

1,750

D

Employee Stock Option

$ 10

12/05/2004(3)

12/05/2008

Common Stock

5,000

5,000

D

Employee Stock Option

$ 12.95

12/07/2007(2)

12/07/2013

Common Stock

5,300

5,300

D

Employee Stock Option

$ 12.34

12/07/2008(2)

12/07/2014

Common Stock

3,500

3,500

D

Employee Stock Option

$ 4.99

12/05/2008

A

13,200

12/05/2009(2)

12/05/2015

Common Stock

13,200

$ 0

13,200

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Proulx Michael 5900 GOLDEN HILLS DRIVE GOLDEN VALLEY, MN 55416			Vice President - Operations

Signatures

Michael Proulx		12/08/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes (a) 450 restricted stock units that vest in increments of 225 shares on each of December 7, 2009 and 2010; (b) 412 restricted stock units that vest in increments of 138 shares on December 7, 2009 and 137 shares on each of December 7, 2010 and 2011; and (c) 2,178 restricted stock units that vest in increments of 545 shares on each of December 5, 2009 and 2010 and 544 shares on each of December 5, 2011 and 2012.
(2)	Exercisable with respect to 25% of such shares on such date and with respect to an additional cumulative 25% of such shares on the next three anniversaries of such date.
(3)	Fully exercisable at date of grant.

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