FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HARRIS HENRY F (Last) (First) (Middle) 575 E. EVERGREEN AVENUE (Street) WYNDMOOR PA 19038 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VISEON INC [ VSNI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/12/2004
	4. If Amendment, Date of 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

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	04/12/2004		G	V	250,000	D	$0	2,000,000(1)	D

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 Securities Underlying Derivative Security (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: 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
Series A Convertible Preferred Stock	$1(2)	04/14/2004		P		40		04/14/2004	08/08/1988(3)	Common Stock	1,000,000	$0(4)	40	D
Series A-1 Warrant - right to buy	$1.08	04/14/2004		P		40		04/14/2004	04/14/2009	Common Stock	500,000	$0(4)	40	D
Series A-2 Warrant - right to buy	$1.26	04/14/2004		P		40		04/14/2004	04/14/2009	Common Stock	500,000	$0(4)	40	D

Explanation of Responses:

1. The reporting person is also the indirect beneficial owner of an aggregate of 500,000 shares of common stock held in two grantor retained annuity trusts (GRATs). On April 7, 2004, 250,000 shares previously owned directly were contributed to a grantor retained annuity trust (GRAT 1) of which the reporting person is trustee and beneficiary. The remaining 250,000 shares, which are the subject of this reported transaction, are shares previously owned directly which have been contributed to a grantor retained annuity trust (GRAT 2) of which the reporting person is beneficiary but not trustee.

2. The initial conversion price of each share of Series A Convertible Preferred Stock is $1.00.

3. The Series A Convertible Preferred Stock will automatically convert to shares of common stock if certain trading volume and closing price targets on the Company's common stock are met at various intervals.

4. The reported securities are included within 40 Viseon Units purchased by the reporting person for $25,000 per Unit. Each Unit consists of one share of Series A Convertible Preferred Stock, convertible into 25,000 shares of Common Stock, one Series A-1 Warrant to purchase 12, 500 shares of Common Stock, and one Series A-2 Warrant to purchase 12,500 shares of Common Stock.

	/s/ Henry F. Harris, Sr.	07/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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