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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

Item 1.

(a)

Name of Issuer

Cyberoptics Corporation

(b)

Address of Issuer's Principal Executive Offices

5900 Golden Hills Drive, Minneapolis, MN 55416

Item 2.

(a)

Name of Person Filing

This schedule is being jointly filed by EQSF Advisers, Inc. ("EQSF") and  M.J. Whitman Advisers, Inc. ("MJWA").   (EQSF and MJWA are sometimes collectively referred to hereinafter as "Filer"). Attached hereto as an exhibit is a copy of the joint Schedule 13G filing agreement among the reporting persons.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal executive office of EQSF and MJWA is: 767 Third Avenue, New York, NY 10017-2023

(c)

Citizenship

The citizenship or place of organization of each of the reporting persons is as follows:

EQSF - New York State Corporation

MJWA - New York State Corporation

(d)

Title of Class of Securities

Common Stock No Par Value

(e)

CUSIP Number

232517102

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[X ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[X]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a)

Amount beneficially owned: 

EQSF - 762,300 shares

MJWA - 11,750 shares

(b)

Percent of class:

EQSF - 9.45%

MJWA - 0.15%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote 

EQSF - 640,000

MJWA - 11,750

(ii)

Shared power to vote or to direct the vote 

Not applicable.

(iii)

Sole power to dispose or to direct the disposition of  

EQSF - 762,300

MJWA - 11,750

(iv)

Shared power to dispose or to direct the disposition of 

Not applicable.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ]

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Third Avenue Small-Cap Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 301,100 of the shares reported by EQSF, Third Avenue Value Portfolio of the WRL Series Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 99,000 of the shares reported by EQSF, Sun America Style Select Series Small-Cap Value Portfolio, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 71,700 of the shares reported by EQSF, Third Avenue Value Portfolio of the Third Avenue Variable Series Trust, an investment company registered under the Investment Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 154,100 of the shares reported by EQSF.   Integrity Life/Legends Third Avenue Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 14,100 of the shares reported by EQSF.  American Express Partners Variable Annuity Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of, 4,500 of the shares reported by EQSF.  American Express Partners Small-Cap Value Fund, an investment company registered under the Investment Company Act of 1940, has the right to receive dividends from, and the proceeds from the sale of,  117,800 of the shares reported by EQSF.   Various clients for whom MJWA acts as investment advisor have the right to receive dividends from, and the proceeds from the sale of, the shares reported by MJWA. 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

(a)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.