<PAGE 1>

             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549
                                 FORM 10-K

            (Mark One) Annual Report   / X /  (Fee Required) or
               Transition Report   /   /  (No Fee Required)
                      Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

For the Fiscal Year Ended April 30, 1999     Commission File No. 1-5865

                          GERBER SCIENTIFIC, INC.
          (Exact name of Registrant as specified in its charter)

              Connecticut                           06-0640743
    -------------------------------       ------------------------------
    (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)           Identification Number)

          83 Gerber Road West
           South Windsor, CT                          06074
    -------------------------------       -------------------------------
(Address of principal executive offices)            (Zip Code)

    Registrant's telephone number, including area code:  (860) 644-1551
============================================================================
Securities registered pursuant to Section 12(b) of the Act:

                                            Name of each Exchange
         Title of each class                 on which registered
--------------------------------------  --------------------------------
  Common Stock, par value $1.00 per        New York Stock Exchange
                share

At  June 30, 1999, 22,157,568 shares of common stock of the registrant were
outstanding.   On such date the aggregate market value of the voting  stock
held  by  non-affiliates of the registrant was approximately  $429,354,000.
Excluded from this amount is voting stock having an aggregate market  value
of  approximately $59,497,000 (representing 12.2% of the outstanding voting
stock),  which is owned, directly or in trust, by the family of  H.  Joseph
Gerber,  the  Company's founder, and by the other members of the  Company's
Board  of  Directors,  who  are  deemed affiliates  for  purposes  of  this
computation.

Securities registered pursuant to Section 12(g) of the Act: None
============================================================================
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  the  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-K.______.

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 / /.

<PAGE 2>

               DOCUMENTS INCORPORATED BY REFERENCE
Portions of the documents listed below have been incorporated  by
reference  into the indicated parts of this report, as  specified
in the responses to the item numbers involved.

  (1)  1999 Annual Meeting Proxy Statement (Parts I, III, and IV)

<PAGE 3>

                     GERBER SCIENTIFIC, INC.

                     Index to Annual Report
                          on Form 10-K
                    Year Ended April 30, 1999


PART I                                                       PAGE

Item  l.    Business                                          4
Item  2.    Properties                                       13
Item  3.    Legal Proceedings                                14
Item  4.    Submission of Matters to a Vote of
            Security Holders                                 14
            Executive Officers of the Registrant             14


PART II

Item  5.    Market for the Registrant's Common Equity
            and Related Stockholder Matters                  14
Item  6.    Selected Financial Data                          15
Item  7.    Management's Discussion and Analysis of
            Financial Condition and Results of Operations    17
Item 7a.    Quantitative and Qualitative Disclosures About
            Market Risk                                      33
Item  8.    Financial Statements and Supplementary Data      34
Item  9.    Changes in and Disagreements with Auditors
            on Accounting and Financial Disclosure           66


PART III

Item 10.    Directors and Executive Officers of the
            Registrant                                       66
Item 11.    Executive Compensation                           68
Item 12.    Security Ownership of Certain Beneficial
            Owners and Management                            68
Item 13.    Certain Relationships and Related
            Transactions                                     68

PART IV

Item 14.    Exhibits, Financial Statement Schedules, and
            Reports on Form 8-K                              68
            Signatures                                       71

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                     GERBER SCIENTIFIC, INC.

PART I

ITEM 1.  BUSINESS.

     Gerber   Scientific,   Inc.,   a   Connecticut   corporation
incorporated  in  1948, is a holding company providing  corporate
management  services and financial resources to its subsidiaries.
As  used herein, the term "Company" means Gerber Scientific, Inc.
and,  unless  the context indicates otherwise, its  subsidiaries.
The  Company's subsidiaries are Gerber Scientific Products,  Inc.
(GSP);  Spandex PLC (Spandex); Gerber Technology, Inc. (GT);  and
Gerber Coburn Optical, Inc. (GC).

     Gerber  Scientific,  Inc. is a leading  global  supplier  of
intelligent manufacturing systems.  The Company provides  diverse
industries  with  innovative computer-based  systems,  equipment,
software,  and  aftermarket supplies that generate  high-quality,
mass-customized products at a competitive cost.  As a result, the
Company  is a market leader in each of three operating  segments:
sign   making  and  specialty  graphics;  apparel  and   flexible
materials; and ophthalmic lens processing.

     The  Company's  principal manufacturing  and  administrative
facilities  are  located in Connecticut.  The  Company  also  has
foreign subsidiaries in numerous locations that provide marketing
and field service support for the Company's products.

     As  of  April 30, 1999, the Company had approximately  2,700
regular, full-time employees.

Acquisitions and Divestiture
----------------------------

      The Company continually evaluates acquisition opportunities
to  strengthen  its market leadership positions.  Over  the  last
five years, the Company has completed five acquisitions, which it
believes  increase  its  potential for additional  growth.   Last
year,  the  Company also sold its imaging and inspection  systems
business  to  focus  on  its leadership positions  in  its  other
businesses.   A  summary  of these acquisitions  and  divestiture
follows.

     On May 5, 1998, the Company acquired the outstanding capital
stock  of Spandex PLC (Spandex) of Bristol, UK.  Spandex was  the
largest  distributor of equipment and related  materials  to  the
sign   making  industry  in  Europe.   The  purchase  price   was
approximately   $173   million.    In   addition,   Spandex   had
approximately $11.6 million in outstanding debt that was assumed.

      As  of  March  31, 1998, the Company sold its  imaging  and
inspection  systems product class to the BARCO Group  of  Belgium
for  $25 million in cash plus contingent future royalties.   This
product  class  developed, manufactured, marketed,  and  serviced

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interactive  imaging and inspection systems for  the  electronics
and commercial printing industries.

      On  February 27, 1998, Gerber Optical, Inc., a wholly owned
subsidiary  of  the  Company, acquired the outstanding  stock  of
Coburn  Optical Industries, Inc. (Coburn) of Muskogee,  Oklahoma,
and  subsequently  merged with Coburn.  The company  was  renamed
Gerber  Coburn  Optical, Inc.  The purchase price, including  the
costs  of  acquisition and the repayment of Coburn's  outstanding
debt,  was  approximately  $63  million.   Coburn  is  a  leading
manufacturer  and international distributor of a broad  range  of
ophthalmic lens processing equipment and related supplies used in
the  production of eyeglass lenses.  GC has continued to develop,
manufacture, market, and support the Coburn product lines.

      On  February 12, 1997, the Company's GT subsidiary acquired
the  outstanding  stock of Cutting Edge Inc.  (Cutting  Edge)  of
Marblehead, Massachusetts, for a total cost of approximately $7.8
million  and  subsequently merged that company into GT.   Cutting
Edge  manufactures high-performance single layer  fabric  cutting
systems   for  the  industrial  fabric,  automotive,   furniture,
apparel, and composite materials industries.  GT has continued to
develop,  manufacture,  market,  and  support  the  Cutting  Edge
product lines.

      On September 1, 1994, GT acquired the outstanding stock  of
Microdynamics,  Inc.,  (Microdynamics)  of  Dallas,   Texas   and
subsequently  merged  that company into  GT.   The  Microdynamics
purchase price was approximately $8.5 million.  Microdynamics was
a  leading supplier of computer-aided design, graphic design, and
product  management systems for the apparel, footwear, and  other
sewn goods industries.  GT has continued to develop, manufacture,
market, and support the Microdynamics product lines.

      On  March  1, 1994, GT purchased the business  and  certain
assets  and liabilities of Niebuhr Maskinfabrik A/S (Niebuhr)  of
Ikast,  Denmark,  for a total cost of approximately  $1  million.
Niebuhr   manufactures  and  markets  computer-automated   fabric
spreading  equipment used in the apparel and related  industries.
The  acquisition was accomplished through a newly  formed  Danish
subsidiary  of  GT  known  as Gerber Technology  A/S,  which  has
continued to manufacture, market, and support Niebuhr equipment.

Operating Segments
------------------

      The  Company conducts its business through three  principal
operating  segments.  These operating segments,  their  principal
products  and  services,  and a description  of  their  principal
methods  of  distribution  follows.  Other  relevant  information
regarding the Company's measurement of segment profit or loss and
segment assets; factors used to identify reportable segments; and
the  financial  information required by Item 1  relating  to  the
reportable  segments are included in Part II, Item  8,  Note  17,
"Segment  Reporting"  of  the "Notes  to  Consolidated  Financial

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Statements" appearing on page 59 of this Form 10-K.

SIGN MAKING AND SPECIALTY GRAPHICS

      GSP  and  Spandex comprise the Company's  sign  making  and
specialty graphics operating segment.

      GSP is a world leader in the development and manufacture of
computerized   sign   making  and  specialty  graphics   systems,
software,  materials, and accessories. Digital design,  printing,
and  production products are integrated to provide customers with
comprehensive  engineered  solutions  for  color   printing   and
dimensional  signage.   GSP also develops  and  supplies  quality
state-of-the-art  aftermarket  materials  to  maximize  equipment
performance and output.

      GSP produces a full range of color digital imaging systems,
automated lettering systems, software, plotters, and routers  for
the  design and production of signs and graphic arts on adhesive-
backed  vinyls and other materials.  The Company's color  digital
imaging  systems create continuous length, durable, professional-
quality  text  and  graphics,  including  complicated  halftones,
multiple colors, and process four color images directly  on  sign
vinyl.   GSP's  aftermarket supplies include a  wide  variety  of
adhesive-backed  vinyls,  translucent  vinyl  films,  color  foil
cartridges, reflective sheeting, masking film, sandblast stencil,
heat transfer flock, and specialty and screenprinting films.

      The  end market for GSP's products includes sign shops  and
graphic  arts  professionals.  GSP distributes  its  products  to
independent  distributors for resale by them to the  end  market,
except   for  sales  to  the  Company's  wholly-owned  subsidiary
Spandex,  which sells directly to end users.  The acquisition  of
Spandex  added  to the Company the leading global distributor  of
high-performance software, equipment, and related  materials  and
components  to  the sign making and specialty graphics  industry.
The  largest  company  of  its kind  in  the  world,  Spandex  is
responsible for the sales, marketing, and support of  GSP's  sign
making  software, systems, and accessories in Europe and  Canada.
In  addition to GSP products, Spandex offers a broad inventory of
specialty  sign  making  materials. These  include  self-adhesive
vinyl,   banner   materials,  specialist   sign   making   films,
application  tapes, and sign blanks and substrates,  as  well  as
extruded   aluminum   sign   systems  and   plastic   components.
Additionally,  a  subsidiary  of Spandex  produces  self-adhesive
vinyl  films for the sign and allied industries and labels  films
for the packaging markets.

APPAREL AND FLEXIBLE MATERIALS

      GT  comprises the Company's apparel and flexible  materials
operating  segment.   GT is a world leader in advanced  computer-
aided  design and manufacturing systems for producing industrial,
commercial,  and  retail  sewn  goods.   GT  produces   computer-

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aided design, pattern-making, and marker-making systems; computer-
controlled material spreading and cutting systems;   and  several
related   hardware  and  software  systems.   GT  also   provides
maintenance services for a substantial portion of the systems  it
produces.    These  integrated  hardware  and  software   systems
significantly   improve  the  efficiency  of   information   data
management,  product  and  pattern  design,  grading  and  marker
making,  fabric  spreading  and cutting,  and  material  handling
processes. They also are used to manufacture products  formed  by
flexible  materials, such as luggage, toys, marine products,  and
composites.

     GT's  computer-aided  design,  pattern-making,  and  marker-
making  (nesting)  systems automate the  design,  pattern-making,
pattern-grading  (sizing),   and marker-making  functions.   This
improves  the  efficiency  of  material  usage  in  the  apparel,
furniture,   luggage,   automotive,   aerospace,   sheet   metal,
composites, and other industries.  Among the software products GT
produces  is  a  product data management system that  provides  a
powerful  tool for developing product specifications, controlling
and  managing  data,  and  documenting  the  product  development
process,  along  with production and quality requirements.   GT's
material  spreading  systems enhance cutting room  efficiency  by
automating the preparation of multiple layers of material for the
cutting   table.   GT's   computer-controlled   cutting   systems
accurately  cut  parts  out  of single  and  multiple  layers  of
flexible materials, such as textiles, leathers, vinyls, plastics,
fiberglass,   and   advanced   composite   materials,    quickly,
efficiently, and with more precision than the traditional methods
of hand cutting or die cutting.

     The market for GT's products include the apparel, aerospace,
automotive,  furniture, and other industries.   GT  products  are
sold  through  its  worldwide distribution  network  and  through
independent sales representatives and agents.

OPHTHALMIC LENS PROCESSING

      GC  comprises  the  Company's  ophthalmic  lens  processing
operating  segment.  The company's equipment, software,  systems,
and  accessories  are utilized in all aspects  of  surfacing  and
coating  prescription eyewear lenses, and  in  the  machining  of
eyeglass lens blanks to fit patient frames.  As a world leader in
ophthalmic  lens  processing systems, GC develops,  manufactures,
and  distributes a wide range of fully integrated, computer-based
laboratory   production  solutions  to  ophthalmic  professionals
around the world.

     GC's  production solutions replace a set of  related  manual
tasks  with  computer-controlled  automation,  reducing  operator
skill  levels and increasing productivity.  The company's product
offerings  include the components required to process  an  entire
prescription,   including  computerized   frame   tracing,   lens
blocking,  surface generating, and lens edging.   The  individual
systems can be used with other manufacturing equipment or can  be
combined in a complete system managed by the company's processing

<PAGE 8>

software.    GC   also  provides  maintenance  services   for   a
substantial portion of the systems it produces and sells.

     The  markets for GC's products include independent wholesale
eyeglass  processing laboratories, "super-optical" retail  stores
with  on-site  processing facilities, retail  chains  with  central
processing    laboratories,    and   independent    opthalmologists,
optometrists, and opticians.  GC products  are  sold  through
its direct worldwide distribution network.

     The  Coburn  acquisition  in  February  1998  broadened  the
Company's  product markets to include the manufacturers  of  both
plastic  and  glass  lenses.  Also gained through  Coburn  was  a
significant  consumables  and  spare  parts  business,  a  direct
worldwide  distribution  network, which  extended  the  Company's
geographic  reach, and an established field service organization.
The  consumable and spare parts business includes lens  polishing
pads, tinting chemicals, coatings, and miscellaneous tools.

Other Matters Relating to the Corporation's Business as a Whole
---------------------------------------------------------------

RESEARCH AND DEVELOPMENT

     The Company continues to emphasize technological development
with  research  and development programs designed to  create  new
software  and  hardware products, improve existing products,  and
modify  products to meet specific customer needs.  The  Company's
research  and development expenses for the years ended April  30,
1999,   1998,   and  1997  were  $31,468,000,  $31,810,000,   and
$30,415,000,  respectively.   The  Company's  sign   making   and
specialty  graphics operating segment also received and  expended
approximately $56,000, $213,000, and $736,000 for the years ended
April 30, 1999, 1998, and 1997, respectively, for customer-funded
research and development projects.

MARKETING

     Most of the Company's product sales are to end users and are
sold  through  the  Company's direct sales force  in  the  United
States,  subsidiaries in Europe, Canada, Mexico,  Australia,  New
Zealand,   Singapore,   and   China,   and   independent    sales
representatives and agents in various parts of  the  world.   The
Company's  sign  making and specialty graphics systems  are  sold
principally  to  independent distributors  for  resale  by  them,
except for sales to Spandex, which are resold by Spandex directly
to end users. Domestic sales personnel are located in a number of
cities,  including Hartford, New York, Atlanta, Chicago,  Dallas,
Los  Angeles,  and  Miami.  The Company has foreign  subsidiaries
that  provide  marketing  and  field  service  support  for   the
Company's  products.   These  are located  in  Belgium,  Germany,
Holland,  Italy,  France, Portugal, the United  Kingdom,  Sweden,
Canada,  Mexico,  Australia,  New  Zealand,  Singapore,  Hungary,
Slovakia,  Spain, Switzerland, Austria, the Czech  Republic,  and

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China.   The  Company's foreign subsidiaries act  both  as  sales
representatives  on  a  commission  basis  and  as  distributors,
depending upon the product and the territory involved.

RAW MATERIALS

     The Company purchases materials, such as computers, computer
peripherals,  electronic parts, hardware, and  sheet  metal  from
numerous  suppliers.   Many of these materials  are  incorporated
directly  into the Company's manufactured products, while  others
require  additional processing.  In some cases the  Company  uses
only one source of supply for certain materials, but to date  the
Company has not experienced significant difficulties in obtaining
timely  deliveries.   Increased demand  for  these  materials  or
future  unavailability  could result in  production  delays  that
might  adversely  affect  the Company's  business.   The  Company
believes that, if required, it could develop alternative  sources
of  supply for the materials that it uses.  In the near term, the
Company   does  not  foresee  the  unavailability  of  materials,
components,  or  supplies that would have  any  material  adverse
effect  on  its  overall business, or on  any  of  its  operating
segments.

PATENTS AND TRADEMARKS

      The  Company owns and has applications pending for a  large
number of patents in the United States and other countries, which
expire  from  time  to time, and cover many of its  products  and
systems.   While  the  Company considers that  such  patents  and
patent  applications as a group are important to its  operations,
it  does not consider that any patent or group of them related to
a  specific product or system is of such importance that the loss
or  expiration thereof would have a materially adverse effect  on
its business or segments thereof.

      The  Company  believes  that  its  success  depends,  to  a
significant   extent,   on  the  innovative   skills,   technical
competence, and marketing abilities of its personnel.

      The Company also has registered trademarks for a number  of
its products.  Trademarks do not expire when continued in use and
properly protected.

SEASONALITY

       No  segment  of  the  Company's  business  is  subject  to
significant   seasonal  fluctuation.   Sales  of  the   Company's
aftermarket  supplies for its sign making and specialty  graphics
operating segment can be affected by the weather in the winter
months.  These aftermarket supplies are used primarily for production
of outdoor signage.

<PAGE 10>

WORKING CAPITAL

      The Company's business generally does not require unusually
large  amounts of working capital.  The Company receives  advance
payments  on  customer  orders for some  of  its  products.   The
Company  also  sells  certain  of its  products  through  leasing
programs that are financed by third-party financial institutions.
These  leases are generally for three- to five-year  terms.   The
Company  has  recourse obligations for leases that  are  financed
under  these  leasing programs and these obligations are  secured
and collateralized by the underlying equipment.

CUSTOMERS

      The Company's customers are primarily end-users, except  in
the sign making and graphic arts segment, for which the Company's
customers  are predominantly independent distributors.   Spandex,
an  acquisition that is included in this segment, sells  directly
to  end  users.  No single customer accounted for 10  percent  or
more  of  the  Company's consolidated revenue in 1999,  1998,  or
1997. Customer purchases of capital goods often vary from year to
year,  and it is normal for the Company's customer base to change
accordingly.   The Company believes that the loss of  any  single
customer  or small group of customers would not have a materially
adverse impact on the Company's business or segments thereof.

BACKLOG

       The  Company's  backlog  of  orders  considered  firm  was
approximately  $50,800,000  at  April  30,  1999,  compared  with
$51,700,000 at April 30, 1998.  Substantially all the backlog  at
April  30,  1999, is scheduled for delivery in fiscal 2000.   The
Company  records  as  backlog  firm  orders  from  customers  for
delivery  at  specified  dates.  Historically,  the  Company  has
experienced few cancellations of orders.

     The Company's backlog for the years ended April 30, 1999 and
1998  were  attributed  to the Company's reportable  segments  as
follows (in thousands):

   Reportable Segment:                   4/30/99    4/30/98
   ----------------------------------    -------    -------
   Sign Making and Specialty Graphics    $ 6,100    $ 6,200
   Apparel and Flexible Materials         41,400     38,800
   Ophthalmic Lens Processing              3,300      6,700
                                         -------    -------
   Total                                 $50,800    $51,700
                                         =======    =======

<PAGE 11>

COMPETITION

      The  Company competes in a variety of markets  and  with  a
variety  of other companies.  In the markets the Company  serves,
the principal competitive factors are product performance, price,
customer support, and company reputation.

     The  Company  holds the predominant market position  in  the
marketplace  for  computer-controlled sign making  and  specialty
graphics systems.  The Company pioneered the development of these
technologies, holding several key related patents.   While  there
has  been  an  increase  in  the number  of  companies  marketing
competing products, the Company believes that none have been able
to     match    the    combined    product,    marketing,     and
selling/distribution strength of the Company.

      The  Company  believes  that it is  the  largest  worldwide
supplier  to  the  apparel and flexible materials  industries  of
computer-controlled  limp material cutting systems  and  pattern-
making,   grading,  and  nesting  systems.   There  is  worldwide
competition  in  these markets, and certain  competing  companies
have  become significant suppliers.  Certain of these competitors
have  marketed  cutting  equipment that infringed  the  Company's
patents, and the Company has received favorable settlements  from
such competitors.

      The Company is the largest worldwide supplier of ophthalmic
manufacturing systems used in the manufacture of eyeglass lenses.
The  Company  believes  that  its leadership  in  technology  and
ability  to make strategic alliances and acquisitions has enabled
it  to become the major supplier of computerized surface blocking
systems, three-axis lens generating systems, and three-axis  lens
edging polishing systems.

     The Company could be adversely affected if it were unable to
respond with competitive products, in a timely manner, to pricing
changes  or  significant new product announcements affecting  its
product lines.

OTHER RISK FACTORS

      The  Company  is  subject to the usual  risks  involved  in
international  sales,  which  include  unfavorable  economic   or
political  conditions  in  foreign countries,  restrictive  trade
policies  imposed  by  foreign governments, restrictions  on  the
transfer   of   funds,   and  foreign  currency   exchange   rate
fluctuations.   The  Company's export sales have  generally  been
made in U.S. dollars, except for certain products and territories
(principally in Western Europe), where the Company has made sales
in  local  currencies.  The Company has a program  to  hedge  certain
local currency sales  through  the  use  of  forward foreign  currency
exchange contracts.

<PAGE 12>

     To hedge the effect of unfavorable foreign currency
fluctuations, the Company was party to approximately $10  million
in forward exchange contracts at April 30, 1999 providing for the
delivery by the Company of various foreign currencies in exchange
for  others  over  the succeeding months.  The counterparties  to
these  contracts were major international commercial  banks.  The
Company  continually monitors its open forward exchange  contract
position   and   does  not  anticipate  nonperformance   by   the
counterparties.

     Management  currently believes that the  diversification  of
the   Company's   businesses  across  multiple   industries   and
geographically  throughout  the  world  has  helped,  and  should
continue to help, limit the effect of adverse conditions  in  any
one  industry  or  the economy of any country or  region  on  the
consolidated results of the Company.  There can be no  assurance,
however,  that the effect of adverse conditions in  one  or  more
industries or regions will be limited or offset in the future.

      A  discussion  of  the potential exposure  to  the  Company
arising  from  the  need  to  modify  computer  systems  for  the
transition  to the Year 2000, and the steps being  taken  by  the
Company  to  address these matters, is included  in  Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations under the heading "Year 2000" on page 30 of this  Form
10-K.

      A  discussion of the potential impact on the Company of the
introduction  of the "euro" as a common currency  of  the  member
countries of the European Economic and Monetary Union is included
in  Management's  Discussion and Analysis of Financial  Condition
and Results of Operations under the heading "Euro Conversion"  on
page 31 of this Form 10-K.

Cautionary Note Concerning Factors That May Affect Future Results
-----------------------------------------------------------------

     This  report on Form 10-K contains statements which, to  the
extent  they  are not statements of historical or  present  fact,
constitute  "forward-looking  statements"  under  the  securities
laws.   From  time  to  time,  oral  or  written  forward-looking
statements  may also be included in other materials  released  to
the  public.   These forward-looking statements are  intended  to
provide management's current expectations or plans for the future
operating  and  financial performance of the  Company,  based  on
assumptions  currently  believed to  be  valid.   Forward-looking
statements  can  be  identified by  the  use  of  words  such  as
"believe,"    "expect,"    "plans,"   "strategy,"    "prospects,"
"estimate," "project," "anticipate," and other words  of  similar
meaning  in  connection with a discussion of future operating  or
financial  performance.  These include, among others,  statements
relating to:

<PAGE 13>

-    the  effect  of economic downturns or growth in  particular
     regions,
-    the effect of changes in the level of activity in particular
     industries or markets,
-    the anticipated uses of cash,
-    the scope or nature of acquisition activity,
-    prospective product developments,
-    cost reduction efforts,
-    the outcome of contingencies,
-    the impact of Year 2000 conversion efforts, and
-    the transition to the use of the euro as a currency.

       All   forward-looking   statements   involve   risks   and
uncertainties that may cause actual results to differ  materially
from   those   expressed  or  implied  in   the   forward-looking
statements.  For additional information identifying factors  that
may cause actual results to vary materially from those stated  in
the  forward-looking  statements, see the  Company's  reports  on
Forms  10-K, 10-Q, and 8-K filed with the Securities and Exchange
Commission  from  time to time.  The Company's Annual  Report  on
Form  10-K for fiscal year 1999 includes important information  as  to
risk  factors  in  the  "Business"  section  under  the  headings
"Operating   Segment"  and  "Other  Matters   Relating   to   the
Corporation's Business as a Whole."

ITEM 2.  PROPERTIES.

      The  Company's  principal operations are conducted  in  the
following facilities:
                                                Square
Type of Facility             Location           Footage
--------------------         -----------------  --------
Manufacturing/office (O)     South Windsor, CT  412,000
                              (3 sites)
Manufacturing/office (O)     Tolland, CT        252,000
Manufacturing/office (O)     Manchester, CT     118,000
Manufacturing/office (O)     Muskogee, OK       144,000
Manufacturing/office (O)     Lancaster,          55,000
                             England
Manufacturing/office (L)     Ikast, Denmark      64,000
Manufacturing/office (L)     Marblehead, MA      32,000
Service/office (O)           Richardson, TX      68,000
Warehouses/sales and
service offices (O)          Bristol, England   120,000
Warehouses/sales and
service offices (O)          Various             94,000
Warehouses/sales and
service offices (L)          Various            414,000
-----------------------
(O) Company-owned
(L) Leased

<PAGE 14>

      Management  believes that the Company's present facilities,
which  are  utilized  primarily  on  a  single-shift  basis  with
overtime,  are  well  maintained and are  adequate  to  meet  the
Company's immediate requirements.

     The  Company's  leases for warehouse and sales  and  service
office  space  are  generally on short-term bases.   Rentals  for
leased facilities aggregated $3,967,000 in the fiscal year  ended
April 30, 1999.

      The  Company  owns substantially all of the  machinery  and
equipment  used in its operations and leases the  remainder.   In
the  fiscal year ended April 30, 1999, the aggregate rental under
such  leases  was  $2,233,000.  The Company fully  utilizes  such
machinery and equipment.

ITEM 3.  LEGAL PROCEEDINGS.

      Various lawsuits, claims, and governmental proceedings  are
pending  against the Company. Management of the Company  believes
that  the  ultimate resolution of these matters will not  have  a
materially adverse effect on the Company's consolidated financial
position or the results of its operations.

      Other  relevant information regarding legal proceedings  is
included in Part II, Item 8, Note 10, "Litigation Award," of  the
"Notes to Consolidated Financial Statements" appearing on page 49
of this Form 10-K.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      No matters were submitted to a vote of the security holders
during  the  fourth  quarter of the Company's fiscal  year  ended
April 30, 1999.

EXECUTIVE OFFICERS OF THE REGISTRANT.

      Included  in  Part III, Item 10, "Directors  and  Executive
Officers  of the Registrant," appearing on page 66 of  this  Form
10-K.

PART II

ITEM 5.  MARKET  FOR  THE REGISTRANT'S COMMON EQUITY AND  RELATED
          STOCKHOLDER MATTERS.

      The  Company's common stock is listed on the New York Stock
Exchange under the symbol "GRB."  Shareholders of record  totaled
1,430  at  April  30,  1999.  The other information  required  by
Item  5  is  included  in Part II, Item 8, Note  20,   "Quarterly
Results  (Unaudited)"  of  the "Notes to  Consolidated  Financial
Statements" appearing on page 65 of this Form 10-K.

<PAGE 15-16>

ITEM 6.  SELECTED FINANCIAL DATA.

                                For years ended April 30
                     ----------------------------------------------
In thousands except
per share amounts        1999      1998     1997      1996     1995
-------------------  --------  -------- --------  -------- --------

Sales and service
 revenue             $594,618  $430,480 $380,917  $359,120 $322,708

Net earnings before
  non-recurring
 special charge 1      29,580    23,685   16,009    19,868   18,111

 Per common share
  Basic                  1.31      1.04      .69       .85      .76
  Diluted                1.29      1.02      .69       .84      .76

Net earnings 2-3       29,580     7,385   16,009    19,868   18,111

 Per common share
  Basic                  1.31       .32      .69       .85      .76
  Diluted                1.29       .32      .69       .84      .76

Cash dividends per
 common share             .32       .32      .32       .32      .30

Total assets          542,260   338,767  325,215   312,988  324,428

Long-term debt        173,338     6,953    7,145     7,338    7,531

Shareholders' equity $243,331  $230,914 $248,021  $239,298 $237,302

Weighted average
 common shares
 outstanding
  Basic                22,590    22,800   23,250    23,463   23,796
  Diluted              23,011    23,331   23,365    23,689   23,950

   See "Summary of Significant Policies and Notes to Consolidated Financial
Statements" appearing on pages 43 through 66 of the Company's fiscal year
1999 Annual Report to Shareholders for a description of any acquisitions or
sales of businesses materially affecting the comparability of the information
reflected in the"Selected Financial Data" required by Item 6.

1 Fiscal  year  1998 excludes a non-recurring special  charge  of
     $16,300,000 ($.70 diluted earnings per share) from the write-
     down  of certain assets on the sale of the Company's  Gerber
     Systems  unit.  Gerber  Systems  represented  the  Company's
     imaging and inspection systems product class.

2 Net earnings for the year ended April 30, 1998 included the non-
     recurring  special charge discussed in note 1  above  and  a
     gain of approximately $1,000,000 ($.04 diluted earnings  per
     share)  from the final settlement of the Company's UK patent
     litigation with Lectra Systemes S.A. of France.

3 Net  earnings for the year ended April 30, 1997 included a gain
     of  $1,032,000 ($.04 diluted earnings per share)  from  life
     insurance  benefits the Company received upon the  death  of
     Mr. H. Joseph Gerber.

<PAGE 17>

ITEM 7.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF   FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

For years ended April 30, 1999, 1998, and 1997
------------------------------------------------------------------
RESULTS OF OPERATIONS

     In  May  1998, the Company acquired the outstanding  capital
stock  of  Spandex  PLC  (Spandex).   Accordingly,  Spandex   was
included in the Company's consolidated balance sheet at April 30,
1999  and in the Company's results from operations and cash flows
for the twelve-month period ended April 30, 1999.

     In February 1998, the Company acquired the outstanding stock
of Coburn Optical Industries, Inc. (Coburn).  Coburn was included
in the Company's consolidated balance sheet at April 30, 1999 and
1998  and in the Company's results from operations and cash flows
for  the  twelve-month period ended April 30, 1999  and  the  two
months ended April 30, 1998.

     In  March  1998, the Company sold its Gerber  Systems  unit,
which  comprised  the  Company's imaging and  inspection  systems
product class.  As a result, the Company's April 30, 1998 balance
sheet  and the fiscal year 1999 consolidated financial statements
do not include any Gerber Systems activity.

Revenue - 1999 vs. 1998
-----------------------

     Consolidated revenue in 1999 was $594.6 million, an increase
of  $164.1 million or 38.1 percent from $430.5 million  in  1998.
The  increase  in  1999 reflected both higher product  sales  and
service  revenue.   Each  of  the  Company's  operating  segments
experienced  sales  growth  in 1999,  except  for  the  Company's
apparel and flexible materials segment.

     The increases reflected higher revenue from the acquisitions
of  Spandex  and Coburn (incremental increases of $155.0  million
and  $50.7  million,  respectively, for the  twelve-month  period
ended  April  30,  1999, net of intercompany eliminations).   The
sale  of  the  Company's imaging and inspection  systems  product
class  in  last  year's fourth quarter was an  offsetting  factor
($37.4 million in sales in fiscal year 1998).

      Adjusting  for  the acquisitions and divestiture,  combined
sales and service revenue was lower this year compared with  last
year.   The  decrease  in  revenue in the  apparel  and  flexible
materials  operating segment in the year was caused predominately
by  lower  sales of the Company's automated cutting equipment  in
certain  international  markets (particularly  Turkey,  Southeast
Asia,  and  Brazil). Strong sales into Mexico was  an  offsetting
factor for this segment.

     The Company also experienced weakness in its ophthalmic lens

<PAGE 18>

processing  operating  segment  in  1999.   This  was  caused  by
softness   in   end   sales  of  prescription   optical   lenses,
consolidation  in both the retail and wholesale segments  of  the
industry,  and,  to  a  lesser extent, the economic  weakness  in
Brazil.   The  Company's management took actions  to  resize  the
optical  lens  manufacturing business to account  for  the  lower
volume,  which  included reducing employee  headcount  and  other
initiatives.    These   actions   are   intended   to   eliminate
approximately  $8  million from costs and expenses  in  the  next
fiscal year.

      Combined sales and service revenue for the sign making  and
specialty  graphics  operating segment was slightly  higher  this
year  compared  with  last  year.       Sales  of  the  Company's
aftermarket  supplies  increased  in  1999  compared  with  1998,
especially  in  the  sign making and specialty graphics  segment.
Demand  for  consumables for the GERBER EDGE, a  digital  imaging
system  for  color  printing directly  on  sign  vinyl,  was  the
principal factor.

      Service  revenue increased $8.6 million (21.3  percent)  in
1999,  after adjusting for the elimination of the service revenue
from  the  imaging  and inspection systems product  class.   This
increase  was  caused  principally by  growth  in  the  Company's
service  operations, and also by the acquisitions of Spandex  and
Coburn.

      On a geographic basis, sales gains were realized in 1999 in
the   North  American,  Latin  American,  and  European  markets.
Acquisitions were a major factor - Spandex's sales to Canada  and
Europe added $12.7 million and $130.1 million, respectively,  and
Coburn's sales to North America, Latin America, and Europe  added
$30.1  million,  $3.9  million, and $8.8  million,  respectively.
After  adjusting  for the business acquisitions and  divestiture,
sales  to European and Latin American customers were $9.5 million
and  $9.3  million higher, respectively, due to  an  increase  in
demand  for the Company's apparel and flexible materials systems.
These  increases were somewhat offset by lower sales  of  apparel
and  flexible materials systems in certain international markets,
including  Southeast Asia and Turkey.  In 1999, sales to  Pacific
and  Far  East customers were $11.5 million lower than 1998,  and
sales  to  Middle Eastern customers were $6.9 million lower  than
1998.

Revenue - 1998 vs. 1997
---------------------------

     Consolidated revenue in 1998 was $430.5 million, an increase
of  $49.6 million or 13 percent from $380.9 million in 1997.  The
increase  in  1998 reflected higher product sales  and  a  slight
increase  in  service  revenue.  Each of the Company's  operating
segments  experienced  sales  growth  in  1998,  except  for  the
Company's imaging and inspection systems product class, which was
sold  in March 1998.  Consolidated revenue was also bolstered  by
acquisitions in 1998.  Gerber Technology's (GT) Cutting Edge [registered
trademark],  an acquisition  in  the fourth quarter of 1997, and
Coburn  Optical Industries, Inc., an acquisition in the fourth

<PAGE 19>

quarter of 1998, incrementally  added  $16.5 million and  $12.5
million  to  1998 sales.

     The  largest  increase  in product  sales  occurred  in  the
Company's  apparel  and  flexible  materials  operating  segment.
Significant  increases within this operating  segment  came  from
GERBERcutter fabric cutting systems and fabric spreading systems.
Also contributing were higher sales of related software products,
including  a  product  data management  system  that  provides  a
powerful  tool for developing product specifications, controlling
and  managing  data,  and  documenting  the  product  development
process, production, and quality requirements.

     Product  sales  also increased in 1998  from  sales  of  the
Company's lens edge finishing systems to both the optical  retail
chains  and  the  wholesale  optical laboratories.   The  Company
benefited  from higher demand in these markets for  its  complete
lab  system.   Another developing market was independent  eyewear
practitioners  (ophthalmologists, optometrists,  and  opticians).
Sales  to this market, as well as sales to the wholesale  optical
laboratories,   were  generated  from  the  Company's   strategic
distribution  alliance with a major, vertically  integrated  lens
manufacturer.

     Higher  sales of the Company's aftermarket supplies for  the
sign   making  and  specialty  graphics  operating  segment  also
contributed  to the 1998 sales increase.  GERBER EDGE consumables
were the principal cause.

     The  revenue decrease in the imaging and inspection  systems
product  class in 1998 was caused by lower shipments of computer-
to-plate imaging systems for the commercial printing industry and
the  inclusion of less than a full year's results (eleven months)
in  the  Company's consolidated results of operations.  This  was
partially  offset  by higher shipments of OEM-supplied  equipment
for the electronics industry.

     On  a geographic basis, sales gains were realized in 1998 in
each  of  the Company's major geographic markets - U.S.,  Europe,
Far East, and other international.  Most notably, export sales to
European  customers improved significantly, up $7.7 million  from
the  previous  year  to  $76.1 million.  This  increase  was  the
continuation  of  a  stronger shipment trend that  began  in  the
second  half  of  fiscal 1997. In total, export  sales  from  the
United  States  in 1998 were $165.6 million, 11.1 percent  higher
than  the  prior  year,  and represented 38.5  percent  of  total
revenue compared with 39 percent in both 1997 and 1996.

Revenue - 1997 vs. 1996
-----------------------

     Consolidated revenue in 1997 was $380.9 million, an increase
of $21.8 million or 6.1 percent from $359.1 million in 1996.  The
increase  in  1997 reflected higher product sales  and  a  slight

<PAGE 20>

increase  in  service  revenue.  Each of the Company's  operating
segments  experienced  sales  growth  in  1997,  except  for  the
Company's apparel and flexible materials operating segment.   The
decrease  in  this  segment was caused by  relative  weakness  in
demand  from  the  apparel industry for fabric  cutting  systems,
which occurred in the first half of the 1997 fiscal year.

     The  largest increase in product sales occurred  in  imaging
systems  as  the  Company attempted to penetrate  the  commercial
printing industry with computer-to-plate digital imaging systems.
Increased  sales  of  the  Company's  sign  making  systems   and
aftermarket supplies also contributed to the 1997 sales increase.
The sales increase was fueled by the introduction of two new high-
speed  sign  making  routers and strong  demand  for  aftermarket
supplies, especially consumables for the GERBER EDGE.

     Product sales gains were also realized in 1997 from sales of
the  Company's  optical lens manufacturing systems  to  both  the
optical retail chains and the wholesale optical laboratories.  In
particular,  the opening of new retail stores,  as  well  as  the
conversion  of  existing stores, led to  higher  demand  for  the
Company's  complete lab system. The Company's  initial  strategic
distribution  alliance with a major, vertically  integrated  lens
manufacturer contributed to higher sales to the wholesale optical
laboratories.

     In the second half of 1997, the Company experienced stronger
demand,  especially  from  the  U.S.  and  certain  international
markets,  for its products in the apparel and flexible  materials
operating  segment.   Also  contributing  were  higher  sales  of
related  software products, including a product  data  management
system.

     Slightly  affecting  1997 comparability  was  the  Company's
acquisition  of  Cutting Edge, Inc. (Cutting  Edge)  in  February
1997,  which added $2.3 million to 1997 fourth quarter and annual
revenue. Cutting Edge manufactures high-performance single  layer
fabric  cutting  systems for the industrial  fabric,  automotive,
furniture, apparel, and composite materials industries.

     Geographically, sales gains were realized in 1997 in each of
the  Company's  major  markets.  Export sales  to  the  Far  East
improved significantly, up $5.9 million from the previous year to
$42.4  million,  as  all  of the Company's  product  classes  had
increased  sales in that market in 1997. Export  sales  to  Latin
America were also up.  The increase in Latin American exports was
largely  a result of increased demand for the Company's computer-
controlled  pre-production, design, manufacturing, spreading  and
unit  production  systems for the apparel and flexible  materials
industries. In total, export sales from the United States in 1997
rose  $10.4 million, or 7.5 percent, from the previous  year  and
represented 39 percent of total revenue.

<PAGE 21>

Gross Margins
-------------

     The  overall  gross profit margin in 1999 was 41.3  percent,
which was lower than the prior year margin of 44.8 percent. Gross
profit margins on product sales were lower, while service margins
were  higher.  The decrease in product gross profit margins (41.4
percent  in 1999 compared with 45.9 percent in 1998) was  related
primarily  to the inclusion of Spandex in the Company's financial
statements  in  fiscal  year  1999.  As  a  distributor,  Spandex
historically  had gross profit margins substantially  lower  than
the  Company's.  However, Spandex's historical operating  margins
were  incrementally  higher than the Company's  recent  operating
margins, owing in part to the absence of spending on research and
development.  Also reducing the comparative product gross  profit
margins in 1999 was the inclusion of Coburn.  A larger percentage
of  Coburn's  product mix has historically  come  from  sales  of
aftermarket  products (e.g., consumables), which  generally  have
gross  profit margins lower than equipment sales.  Compared  with
1998, lower margins were also earned by the Company's apparel and
flexible  materials  segment in 1999, caused  in  part  by  price
discounting on sales of cutting and marker-making systems to  the
apparel   industry,  and  in  part  by  the  weakening   European
currencies that occurred later in the year.

     Service gross profit margins were higher in 1999 than in the
prior year.  The increase was caused primarily by the elimination
in  1999 of the low service margins of the Company's imaging  and
inspection  systems product class, which was included  in  1998's
results.

      The  overall  gross profit margin in 1998 was 44.8  percent
compared  with  44.2  percent in 1997.  This  increase  reflected
higher  margins on product sales, which were partially offset  by
lower  service margins.  The gross profit margin on product sales
was  45.9  percent  in 1998 compared with 45.2 percent  in  1997.
Favorable volume effects from higher shipments of fabric  cutting
systems,  especially  in North American markets,  was  a  primary
reason  for the improvement.  This was partially offset by higher
sales of OEM-supplied equipment for the electronics industry  and
also  by  price discounting on computer-to-plate imaging  systems
for the commercial printing market.  Service gross profit margins
decreased  in 1998 to 36.4 percent from 37 percent in 1997.   The
reduction  in  service  margins  was  caused  by  costs  in  1998
associated  with development of an applications training  revenue
stream from the computer-to-plate systems business.

     The  overall  gross profit margin in 1997 was  44.2  percent
compared with 44.8 percent in 1996. This reflected lower  margins
on product sales partially offset by higher service margins.  The
gross  profit  margin on product sales was 45.2 percent  in  1997
compared  with 46.3 percent in 1996.  Contributing to  the  lower
product  gross  margin in 1997 were higher sales of  OEM-supplied
equipment, particularly for the electronics industry,  and  price

<PAGE 22>

discounting on newly introduced computer-to-plate digital imaging
systems  in  support  of  efforts  to  penetrate  the  commercial
printing  market.  Product gross margins were also  pressured  by
price  discounting on sales of cutting and marker-making  systems
to  the  apparel  industry, especially in  the  European  market.
Service gross profit margins increased in 1997 to 37 percent from
34.2  percent  in 1996.  The improvement in service gross  profit
margins  resulted,  in  part,  from the  utilization  of  service
personnel on a product retrofit program.

Selling, General & Administrative Expenses
-------------------------------------------

     Selling, general and administrative (S, G & A) expenses were
$158.9  million (26.7 percent of revenue) in 1999, which compared
with  $129.8 million (30.2 percent of revenue) in 1998 and $120.1
million (31.5 percent of revenue) in 1997. The Spandex and Coburn
acquisitions  were the principal reasons for the dollar  increase
in  1999  over 1998. The amortization of the Spandex  and  Coburn
acquisition   goodwill   ($5.6   million   and   $1.9    million,
respectively)  was  also  a factor contributing  to  the  overall
dollar  increase  in  1999. The elimination  of  the  S,  G  &  A
associated with the imaging and inspection systems product  class
was an offsetting factor.

     The year-to-year S, G & A expense increases in 1998 and 1997
related  primarily  to  the  higher  sales  volumes.  Significant
marketing  expenses associated with the introduction of computer-
to-plate imaging systems for the commercial printing and  graphic
arts  industries  affected 1998 and  1997  S,  G  &  A  expenses.
Increased  expenses in 1998 were also caused by higher  marketing
expenses associated with major trade shows, the inclusion of  the
first  full  year of Cutting Edge expenses, and the inclusion  of
two  months  of  Coburn  expenses.   Partially  offsetting  these
increases  was the effect of a cost reduction program implemented
at the Company's Gerber Technology subsidiary.

Research and Development Expenses
---------------------------------

     The Company has historically committed significant resources
to  research and the development of new products and  strives  to
maintain  a  leading  position in automation  technology  in  the
various markets it serves.

     In   1999,  the  Company  continued  to  commit  significant
resources  to  research  and  the development  of  new  products,
although the ratio of research and development (R&D) expenses  to
revenue declined significantly.  R&D expense of $31.5 million  in
1999  was roughly the same as the prior year.  However, the ratio
of  R&D  to  revenue declined to 5.3 percent this year  from  7.4
percent  last year.  The lower current year ratio was  caused  by
growth  in the revenue base from the Spandex acquisition  without
commensurate   R&D   expense.    Spandex   is   predominantly   a

<PAGE 23>

distribution   company  and  does  not  incur   R&D.   Management
anticipates  that  the  lower ratio of  R&D  expense  to  revenue
experienced   in  1999  will  continue.   In  addition   to   the
incremental expenses of Coburn, R&D dollar increases in 1999 were
also  related to the development of new sign making plotters  and
output devices ($0.8 million) and automated cutting systems ($1.8
million).  These increases were offset by the elimination of  the
Company's imaging and inspection system product class.

     R&D expenses increased in 1998 although they represented 7.4
percent of revenue in 1998 compared with 8 percent of revenue  in
1997.   The  dollar increase related to increased development  of
new  computer-controlled  sign making and  graphic  arts  systems
($1.7  million),  ophthalmic  lens  manufacturing  systems  ($1.2
million), and the inclusion of the expenses of Cutting Edge ($0.8
million).  Partially offsetting these were decreased  development
expenses  for  interactive imaging and inspection  systems  ($2.2
million).  R&D  expenses in 1997 were higher  than  in  1996  due
largely  to the increased development of new interactive  imaging
and  inspection  systems  ($1.9 million).  Also  contributing  to
higher R&D levels in 1997 were the development of new sign making
plotters  ($1.4 million) and new Windows-based software  products
for   the  Company's  optical  lens  manufacturing  systems   ($1
million).

Non-Recurring Special Charge
----------------------------

     In  the  fourth  quarter of fiscal year  1998,  the  Company
recorded  a  $25 million pre-tax charge related to the write-down
of  certain assets of the Company's Gerber Systems unit.   Gerber
Systems  comprised  the Company's imaging and inspection  systems
product class, which was sold to the BARCO Group of Belgium as of
March  31,  1998  for $25 million in cash plus contingent  future
royalties.   The  special  charge  reflected  the  write-down  of
inventory,  accounts receivable, and other  items.   The  special
charge  amounted to approximately $16.3 million  after  taxes  or
$.70 per share on a diluted basis.

Interest Expense
----------------

     In  1999, interest expense increased significantly to  $11.5
million  from $0.7 million in 1998.  This increase was caused  by
significantly higher debt balances that financed the  acquisition
of Spandex.  Most of these borrowings were against a $235 million
multi-currency revolving credit facility.  The interest  rate  on
these borrowings is variable and is based on the London Interbank
Offered Rate (LIBOR) for the relevant currency and term,  plus  a
margin  based  on the relationship of the Company's  consolidated
total   debt   to   EBITDA  (earnings  before  interest,   taxes,
depreciation, and amortization).

     In  April  1999, the Company entered into an  interest  rate

<PAGE 24>

swap contract with an initial notional amount of $62 million that
decreases  ratably  to $32 million over a  four-year  term.   The
Company  designated  this  swap as a hedge  of  its  exposure  to
variability  in future cash flows attributable to the LIBOR-based
interest  payments due on the U.S. dollar denominated portion  of
the  Company's  borrowings.  The interest  differential  paid  or
received  under this contract will be recognized as an adjustment
to  the  effective yield of the underlying borrowing hedged.  The
combination  of the swap and the credit facility pricing  results
in  a  net  cash outflow equal to an interest rate range  of  5.7
percent  to  6.1 percent, depending on the margin on  the  credit
facility.  In addition to the credit facility, the Company's debt
obligations  included  Industrial Revenue Bonds  with  short-term
variable  tax-exempt interest rates in each of  the  years  1999,
1998, and 1997.

     In  February  1998, the Company borrowed  $32.5  million  to
finance the acquisition of Coburn.  That debt was fully repaid by
April  30, 1998 largely with the proceeds from the Gerber Systems
sale.   With the exception of that borrowing, debt levels changed
only  slightly in 1998 and 1997, and the changes in the Company's
interest  expense reflected primarily the movements in short-term
interest rates.

Other Income
------------

     Other  income in 1998 included a gain of approximately  $1.6
million  from  the  final settlement of the Company's  UK  patent
litigation with Lectra Systemes S.A. of France, which related  to
computer-controlled cutting equipment.

     Other  income  in  1997 included a gain of approximately  $1
million  from  life insurance benefits the Company received  upon
the  death  of  Mr. H. Joseph Gerber, the Company's  founder  and
former  president. Exclusive of these amounts,  other  income  in
1999,  1998, and 1997 came primarily from interest on investments
and royalty income.

Taxes
-----

     The  statutory U.S. Federal income tax rate was  35  percent
for 1999, 1998, and 1997 while the effective income tax provision
rates   were  35.8  percent,  25.3  percent,  and  27.9  percent,
respectively.  Offsetting the statutory U.S. Federal  income  tax
rate  were  research  and  development  tax  credits  (reinstated
through legislation in 1997), tax-exempt interest income from the
Company's  municipal bond investments (in years 1998  and  1997),
and  the  tax  savings derived from the Company's  Foreign  Sales
Corporation  (FSC).  Each of these items impacted  the  effective
income  tax  rate  to  a greater degree in 1998  because  of  the
reduction  in  pre-tax  income  from  the  non-recurring  special
charge.

<PAGE 25>

     The  higher tax rate in 1999 was primarily the result of the
goodwill amortization related to the acquisitions of Spandex  and
Coburn, which is not deductible for Federal and state income  tax
purposes.   The year-to-year increase in the provision rate  also
reflected  the  higher marginal income tax rates associated  with
higher levels of pre-tax earnings in 1999 and the liquidation  of
the Company's investments in tax-exempt municipal securities. The
tax-exempt  life  insurance  benefit  noted  above  reduced   the
effective tax rate in 1997.

Net Earnings
------------

     Net  earnings were $29.6 million, or $1.29 on a diluted  per
share  basis for fiscal 1999.  In fiscal 1998, net earnings  were
$23.7  million,  or $1.02 diluted earnings per share  before  the
non-recurring   special   charge.    The   special   charge    of
approximately $16.3 million, or $.70 diluted earnings per  share,
reduced  net  earnings to $7.4 million, or $.32 diluted  earnings
per share in 1998.

Reporting
---------

     In  June 1997, the FASB issued two new Statements, SFAS  No.
130,   "Reporting  Comprehensive  Income"  and  SFAS   No.   131,
"Disclosures  About  Segments  of  an  Enterprise   and   Related
Information."   These  Statements have been  implemented  by  the
Company   and   are  disclosed  in  the  accompanying   financial
statements.

     In  April  1998,  the FASB issued SFAS No. 132,  "Employers'
Disclosures  About  Pensions and Other Postretirement  Benefits,"
which  is effective for years beginning after December 15,  1997.
The  Statement  revises  the required  disclosures  for  employee
benefit  plans,  but  it  does  not  change  the  measurement  or
recognition  of  such  plans.   This  Statement  has  also   been
implemented  by the Company and is disclosed in the  accompanying
financial statements.

     In June 1998, the FASB issued Statement No. 133, "Accounting
for  Derivative Instruments and Hedging Activities." The  Company
expects  to adopt the new Statement for the fiscal year beginning
May 1, 2000, which is in accordance with the effective date.  The
Statement  will require the Company to recognize all  derivatives
on  the  balance  sheet  at  fair value.  The  Company  does  not
anticipate  that  the  adoption of this  Statement  will  have  a
material  impact  on  its  results  of  operations  or  financial
position.

<PAGE 26>

FINANCIAL CONDITION

Liquidity
---------

     The  Company's short-term liquidity at April  30,  1999  was
substantially the same as the preceding year end and adequate for
the Company's requirements.  Cash and short-term cash investments
totaled $26.5 million at April 30, 1999 compared with $27 million
at  April 30, 1998.  Working capital levels were also adequate to
meet  the  operating  requirements of the Company.   Net  working
capital was $109.7 million at April 30, 1999, compared with $94.8
million  at  April 30, 1998.  The $14.9 million increase  in  net
working  capital in 1999 was largely attributable to the  Spandex
acquisition.  The working capital ratio at April 30, 1999 was 1.9
to 1 compared with 2.0 to 1 at April 30, 1998.

Cash Flows
----------

     Cash  provided by operations is the Company's primary source
of  funds  to  finance operating needs and capital  expenditures.
Operating activities provided $65.3 million in cash in 1999. Cash
in  1999  was generated by earnings and the non-cash charges  for
depreciation and amortization and lower inventory balances.   The
lower  inventory balances were a result of management's  on-going
program  to  improve  inventory turnover.   Cash  generated  from
operations  was  slightly offset by lower  accounts  payable  and
accrued liabilities balances due largely to the timing of  vendor
payments.

     The  principal non-operating use of cash in 1999 was for the
purchase  of  Spandex  for  $187.6 million,  which  included  the
repayment  of  its debt.  The financing for the  acquisition  was
provided  primarily  by  a $235 million multi-currency  revolving
credit  facility the Company entered into with a group  of  major
U.S. and international commercial banks.

     Another  significant non-operating use of cash in  1999  was
for  the  Company's common stock repurchase program.  In November
1998,  the  Board of Directors authorized a new stock  repurchase
program  for up to 3,000,000 shares, or approximately 13  percent
of  the  Company's then-issued and outstanding common stock.   In
the  year  ended April 30, 1999, the Company repurchased  868,400
shares,  of which 737,200 shares were under the new authorization
and  131,200  were under an earlier authorization.  The  cost  of
these shares was $16.8 million, or an average cost of $19.34  per
share.   Under the authorization, management of the  Company  has
discretion to purchase stock as market conditions warrant.

     Other non-operating uses of cash in 1999 were repayments  of
long-term  debt  of $47.2 million, additions to property,  plant,
and  equipment of $22.6 million, and payment of dividends of $7.2

<PAGE 27>

million.   The Company anticipates that capital expenditures  for
fiscal  2000 will be in the range of $25 million and  expects  to
fund these with cash on hand and cash from operations.

     The  Company's  total  debt at April  30,  1999  was  $173.5
million,  which  was  up substantially from the  April  30,  1998
balance of $7.5 million and caused by the acquisition of Spandex.
Strong cash flow generation in 1999 enabled the Company to reduce
its  total  debt  outstanding at April 30, 1999 from  a  peak  of
$189.1 million immediately after the acquisition of Spandex.  Net
debt  (total debt less cash and investments) was $147 million  at
April  30,  1999 versus a net cash position of $19.5  million  at
April 30, 1998.  The ratio of net debt to total capital was  37.7
percent at April 30, 1999.

     Operating activities provided $58.6 million in cash in 1998.
The  cash  generated  by  earnings and by  the  non-cash  charges
against  earnings for depreciation, amortization, and the special
charge recorded on the sale of the imaging and inspection systems
product class was somewhat offset by growth in inventories.   The
growth in inventories related to a significantly higher volume of
business in the 1998 fourth quarter.  Significant operating  cash
flow  was  also  generated  in 1998 from  increases  in  accounts
payable,  which was related primarily to improved  management  of
vendor payment cycles.

     Significant  non-operating uses of cash in 1998  were  $61.5
million for the acquisition of Coburn and repayment of its  debt;
purchase  of  treasury  stock  of  $16.4  million;  additions  to
property, plant and equipment of $15.9 million; and dividends  on
common  stock of $7.3 million.  Significant non-operating sources
of  cash  included $36.6 million in proceeds from maturities  and
the  sale  of  the Company's longer-term investment portfolio  of
municipal securities and $26.7 million in proceeds from the  sale
of  the  imaging and inspection systems product class,  including
the sale of a facility.

     Operating activities provided $8.4 million in cash in  1997.
The   cash   generated  by  earnings  and  by  depreciation   and
amortization  was  offset substantially  by  growth  in  accounts
receivable.  The growth in receivables related to a significantly
higher  volume  of  business in the 1997  fourth  quarter.   Also
affecting the Company's receivables in 1997 were extended payment
terms   given  on  sales  of  computer-to-plate  digital  imaging
systems. Significant non-operating uses of cash were $7.4 million
for  the  acquisition  of  Cutting  Edge  and  $1.0  million  for
repayment of its debt; additions to property, plant and equipment
of $13.1 million; and dividends on common stock of $7.4 million.

<PAGE 28>

Debt
----

     In  May  1998, the Company obtained a five-year $235 million
multi-currency  revolving credit facility from a group  of  major
U.S.  and  international commercial banks.  The  purpose  of  the
facility  was to finance the acquisition of the capital stock  of
Spandex  and  the refinancing of its debt, and for other  general
corporate  purposes.  The interest rate on borrowings under  this
facility  is  variable  and is based on LIBOR  (London  Interbank
Offered  Rate) plus an applicable margin, which ranges  from  5/8
percent to 1/4 percent based on the relationship of the Company's
consolidated  total  debt  to EBITDA (earnings  before  interest,
taxes,  depreciation,  and amortization).  The  weighted  average
interest  rate  on  this facility as of April 30,  1999  was  5.0
percent.  This credit line also has a facility fee, which  ranges
from 1/4 to 1/8 percent of the credit line.

     Covenants  in  the credit facility require  the  Company  to
maintain  certain levels of net worth, certain  ratios  of  total
debt  to  EBITDA, and a minimum fixed charge coverage amount,  as
defined  therein.   At  April  30,  1999,  the  Company  was   in
compliance  with these covenants.  Under the most restrictive  of
these  covenants, approximately $154 million of retained earnings
was not available for dividend payments at April 30, 1999.

      In  addition to the $235 million revolving credit facility,
the  Company has a $15 million multi-currency line of credit from
a  major  European  commercial bank.   This  line  of  credit  is
available  in  various  sub-limits to certain  of  the  Company's
European subsidiaries, and repayment is guaranteed by the  parent
Company.   Borrowings under this line of credit bear interest  at
1/4  percent above the LIBOR for the relevant currency  and  term
with a commitment fee of 1/8 percent of the unused amount.

     At  April  30,  1998,  the Company's bank  lines  of  credit
included  a  $190 million bridge loan facility and a $40  million
line  of  credit from a major U.S. commercial bank.   The  bridge
loan  facility supported the Company's tender offer  to  purchase
the   outstanding  stock  of  Spandex.   Both  of  these   credit
instruments were replaced with the $235 million revolving  credit
facility.

     At  April  30,  1999 and 1998, the Company's long-term  debt
also  consisted of tax-exempt Industrial Revenue Bonds  amounting
to  $7.0  million  and  $7.1 million at those  dates.   Scheduled
maturities of this long-term debt in 2000 amount to $.2  million,
and  payment  is  expected to be made with cash from  operations.
With  the  addition  of  the borrowings under  the  $235  million
revolving credit facility in 1999, the Company's ratio  of  total
debt  to total capitalization was 41.6 percent at April 30,  1999
compared with 3 percent at April 30, 1998.

<PAGE 29>

Forward Exchange Contracts
--------------------------

     As of April 30, 1999, the Company was party to approximately
$9.8  million  in  forward exchange contracts providing  for  the
delivery  by  the Company of various currencies in  exchange  for
others over the succeeding five months. The counterparties to the
forward  exchange  contracts were major international  commercial
banks.    The  Company  continually  monitors  its  open  forward
exchange contract position and does not anticipate nonperformance
by  the counterparties.  In management's opinion, these financial
instruments do not represent a material off-balance sheet risk in
relation  to the consolidated financial statements.   Based  upon
market  prices  at  April 30, 1999 for future deliveries  of  the
various  currencies,  the  hedging gain  deferred  at  that  date
amounted to approximately $0.4 million.

Interest Rate Swap
------------------

     In  April  1999, the Company entered into an  interest  rate
swap contract with an initial notional amount of $62 million that
reduces  ratably  to  $32 million over  a  four-year  term.   The
Company  designated  this  swap as a hedge  of  its  exposure  to
variability in future cash flows attributable to the  LIBOR  plus
applicable  margin  interest payments  due  on  the  U.S.  dollar
denominated  portion of borrowings under its $235 million  multi-
currency  revolving  credit facility.  The interest  differential
paid  or  received under this contract will be recognized  as  an
adjustment  to  the  effective yield of the underlying  borrowing
hedged.  The market value of this contract at April 30, 1999  was
approximately $0.1 million.

Lease Financing Arrangements
----------------------------

     The Company has an agreement with a major financial services
institution  to  provide lease financing  to  purchasers  of  the
Company's  equipment.  The present value of the lease receivables
financed  under  this  agreement amounted to approximately  $59.7
million  at April 30, 1999 and $42.7 million at April  30,  1998.
The underlying equipment collateralizes the lease receivables. In
the event of default by the lessee, the Company has liability  to
the  financial  services institution under  recourse  provisions.
The  Company's  liability  for uncollected  amounts  financed  in
excess  of the estimated resale value of the equipment is limited
to  the extent of loss pools. These loss pools are established as
percentages  of  each associated group of transactions  that  are
financed in a calendar year and range from five to ten percent of
the  amount financed.  Management believes that the allowance  it
has  established  for  losses under the  recourse  provisions  is
adequate to cover the Company's obligations.

<PAGE 30>

YEAR 2000

     The  Company recognizes the business risks posed by the Year
2000  computer date issue.  The Company continues  to  make  this
issue  a top business priority and is actively working to control
the associated risks.

     Each  Gerber  Scientific business unit  is  responsible  for
developing and executing comprehensive plans to minimize and,  to
the  extent  possible, eliminate any major business  interruption
that  could be caused from Year 2000 issues relating to products,
facilities,  internal systems, key suppliers, and customers.   In
addition,  the  Company  has  a  Year  2000  Corporate  Oversight
Committee  that reports to Executive Management and to the  Board
of Directors.  The Company has completed its Year 2000 awareness,
assessment,  and  renovation phases and  is  in  the  process  of
carrying out the validation phase.

     Testing   of  manufactured  products,  including  internally
developed   software,  has  been  completed.   The  results   are
available   for  customers  through  the  Company's  web   sites.
Fortunately, most of the Company's products do not use  dates  in
any  critical calculations.  However, the vast array of  products
and services sold by the Company, both today and in the past, may
expose  the  Company  to  claims from  its  customers  and  third
parties,  impair market acceptance of the Company's  products  or
services,  or result in payment of damages.  In most  cases,  the
Company  contractually limits or disclaims consequential  damages
in  the sales contracts.  However, no assurance can be given that
the  aggregate cost of defending and resolving such  claims  will
not   materially  adversely  affect  the  Company's  results   of
operations.

     The  Company's critical internal systems have been  upgraded
or  replaced.   The Company is in the process of validating  some
third party software packages for Year 2000 compliance.

     The  Company  has  also been assessing its Year  2000  risks
related  to significant relationships with third parties via  on-
going communication with its critical suppliers and customers. As
part  of  the  process, the Company requested written affirmation
from  suppliers and customers that they have Year 2000  readiness
programs in place and will be ready when necessary.  Responses to
these  inquiries have been reviewed.  Further analysis, including
site  visits,  are being conducted as necessary  and  contingency
plans  are  being  developed as issues arise  in  this  analysis.
Despite these efforts, the Company can provide no assurance  that
supplier  and  customer  Year  2000  compliance  plans  will   be
successfully completed in a timely manner.

     Year 2000 expenditures were not material, have substantially
been incurred, and were funded through cash from operations.  The

<PAGE 31>

schedule  for completion and the remaining associated  costs  are
based  on  management's estimates, which include  assumptions  of
future  events.  There can be no assurance that the  Company  and
its suppliers and customers will be fully Year 2000 compliant  by
January 1, 2000.  Such occurrences as loss of revenue, production
delays,  lack  of  third  party  readiness,  and  other  business
interruptions  could adversely impact the Company.   Accordingly,
the  Company will develop contingency plans to address  potential
issues, which include identification of alternate suppliers.  The
ultimate effects on the Company or its suppliers or customers  of
not  being fully Year 2000 compliant is not reasonably estimable.
However,  the Company believes its Year 2000 remediation efforts,
together  with the diverse nature of its businesses, help  reduce
the  potential  impact of noncompliance to levels that  will  not
have a material adverse impact on its financial position, results
of operations, or cash flows.

EURO CONVERSION

     On January 1, 1999, the European Economic and Monetary Union
(EMU) entered a three-year transition phase during which a common
currency,  the "euro," was introduced in participating countries.
Initially,  the  euro  is  being  used  for  wholesale  financial
transactions and it will replace the legacy currencies that  will
be  withdrawn  between January 1, 2002 and  July  1,  2002.   The
Company  is in the process of identifying and ensuring  that  all
euro conversion compliance issues are addressed.  The Company has
identified  certain  issues  and developed  implementation  plans
associated with the conversion, including technical adaptation of
information  technology systems, foreign currency considerations,
and long-term competitive implications of the conversions.  These
implementation  plans  are  expected to  be  completed  within  a
timetable  that is consistent with the transition phases  of  the
euro.

     Based  on  its evaluation to date, management believes  that
the  introduction of the euro, including the total costs for  the
conversion,  will  not  have a material  adverse  impact  on  the
Company's  financial  position, results of  operations,  or  cash
flows.   However, uncertainty exists as to the effects  the  euro
will  have on the marketplace and there is no guarantee that  all
issues will be foreseen and corrected or that third parties  will
address the conversion successfully.

FORWARD-LOOKING STATEMENTS

      This  report contains statements which, to the extent  they
are  not  statements  of historical or present  fact,  constitute
"forward-looking  statements" under the securities  laws.   These
forward-looking  statements are intended to provide  management's
current  expectations  or  plans for  the  future  operating  and
financial  performance  of  the  Company,  based  on  assumptions
currently  believed to be valid.  Forward-looking statements  can
be  identified  by the use of words such as "believe,"  "expect,"

<PAGE 32>

"plans,"    "strategy,"   "prospects,"   "estimate,"   "project,"
"anticipate,"  and other words of similar meaning  in  connection
with  a  discussion of future operating or financial performance.
These include, among others, statements relating to:

-    the  effect  of economic downturns or growth in  particular
     regions,
-    the effect of changes in the level of activity in particular
     industries or markets,
-    the anticipated uses of cash,
-    the scope or nature of acquisition activity,
-    prospective product developments,
-    cost reduction efforts,
-    the outcome of contingencies,
-    the impact of Year 2000 conversion efforts, and
-    the transition to the use of the euro as a currency.

     From   time   to   time,  oral  or  written  forward-looking
statements  may also be included in other materials  released  to
the public.

       All   forward-looking   statements   involve   risks   and
uncertainties that may cause actual results to differ  materially
from   those   expressed  or  implied  in   the   forward-looking
statements.  For additional information identifying factors  that
may cause actual results to vary materially from those stated  in
the  forward-looking  statements, see the  Company's  reports  on
Forms  10-K, 10-Q, and 8-K filed with the Securities and Exchange
Commission  from  time to time.  The Company's Annual  Report  on
Form  10-K for fiscal 1999 includes important information  as  to
risk  factors  in  the  "Business"  section  under  the  headings
"Operating   Segment"  and  "Other  Matters   Relating   to   the
Corporation's Business as a Whole."

<PAGE 33>

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

See  discussion  under the headings "Forward Exchange  Contracts"
and "Interest Rate Swap" on page 29 and Note 4 and Note 18 on page 47
and 63, respectively, of the Company's  fiscal  year 1999 Annual Report
to  Shareholders for information  concerning market risk sensitive
instruments.  Such information is incorporated by reference in this
Form 10-K.

<PAGE 34>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Consolidated Statements of Earnings

                                       For years ended April 30
                                    --------------------------------
 In thousands except per share
 amounts                                1999        1998        1997
 -----------------------------      --------    --------    --------

 Revenue:

   Product sales                    $545,598    $383,926    $334,990
   Service                            49,020      46,554      45,927
                                    --------    --------    --------
                                     594,618     430,480     380,917
                                    --------    --------    --------

 Costs and Expenses:

   Cost of product sales             319,688     207,880     183,472
   Cost of service                    29,113      29,605      28,930
   Selling, general and
     administrative expenses         158,920     129,802     120,143
   Research and development
     expenses                         31,468      31,810      30,415
   Non-recurring special charge           --      25,000          --
     (Note 16)                      --------    --------    --------
                                     539,189     424,097     362,960
                                    --------    --------    --------

 Operating income                     55,429       6,383      17,957

 Other income                          2,152       4,169       4,590
 Interest expense                    (11,501)       (667)       (338)
                                    --------    --------    --------

 Earnings before income taxes         46,080       9,885      22,209
 Provision for income taxes           16,500       2,500       6,200
                                    --------    --------    --------

 Net Earnings                       $ 29,580    $  7,385    $ 16,009
                                    ========    ========    ========

 Net Earnings Per Common Share:
   Basic                            $   1.31    $    .32    $    .69
                                    ========    ========    ========
   Diluted                          $   1.29    $    .32    $    .69
                                    ========    ========    ========

See  summary  of  significant accounting policies  and  notes  to
consolidated financial statements.

<PAGE 35>

Consolidated Balance Sheets

                                                    April 30
                                               -------------------
 In thousands except per share amounts              1999      1998
 ---------------------------------------        --------  --------
 Assets
 Current Assets:
  Cash and short-term cash investments          $ 26,523  $ 27,007
  Accounts receivable                            103,118    79,114
  Inventories                                     72,367    61,111
  Prepaid expenses                                23,690    18,227
                                                --------  --------
                                                 225,698   185,459
                                                --------  --------
 Property, Plant and Equipment                   152,374   117,334
  Less accumulated depreciation                   61,789    57,335
                                                --------  --------
                                                  90,585    59,999
                                                --------  --------
 Intangible Assets                               238,777    99,463
  Less accumulated amortization                   18,018     8,208
                                                --------  --------
                                                 220,759    91,255
                                                --------  --------
 Other Assets                                      5,218     2,054
                                                --------  --------
                                                $542,260  $338,767
                                                ========  ========
 Liabilities and Shareholders' Equity
 Current Liabilities:
  Notes payable                                 $     --  $    326
  Current maturities of long-term debt               193       193
  Accounts payable                                48,374    30,462
  Accrued compensation and benefits               18,982    17,253
  Other accrued liabilities                       35,854    30,347
  Deferred revenue                                 6,874     6,619
  Advances on sales contracts                      5,721     5,498
                                                --------  --------
                                                 115,998    90,698
                                                --------  --------
 Noncurrent Liabilities:
  Deferred income taxes                            9,593    10,202
  Long-term debt                                 173,338     6,953
                                                --------  --------
                                                 182,931    17,155
                                                --------  --------

<PAGE 36>

 Contingencies and Commitments (Notes 4, 10,
 and 18)

 Shareholders' Equity:
  Preferred stock, no par value; authorized
    10,000,000 shares; no shares issued               --        --
  Common stock, $1 par value; authorized
    65,000,000 shares; issued 22,858,699
    and 23,436,523 shares                         22,859    23,437
  Paid-in capital                                 40,255    37,779
  Retained earnings                              195,871   187,981
  Treasury stock, at cost (800,000 shares)       (16,450)  (16,450)
  Unamortized value of restricted stock
    grants                                          (417)       --
  Accumulated other comprehensive income
    (loss)                                         1,213    (1,833)
                                                --------  --------
                                                 243,331   230,914
                                                --------  --------
                                                $542,260  $338,767
                                                ========  ========

See  summary  of  significant accounting policies  and  notes  to
consolidated financial statements.

<PAGE 37-38>

<TABLE>

Consolidated Statements of Changes
in Shareholders' Equity

<CAPTION>                                                       Unamort.  Accum.
                          Common                                Value of   Other
                          Stock,                                Restric.   Comp.
In thousands except       $1 Par   Paid-in Retained  Treasury     Stock    Inc./
per share amounts         Value    Capital Earnings    Stock     Grants   (Loss)    Total
---------------------    --------  -------  --------  --------   --------  ------  --------
<S>                       <C>      <C>      <C>       <C>        <C>       <C>     <C>
April 30, 1996            $23,199  $35,218  $179,307  $     --   $     --  $1,574  $239,298

Net earnings                   --       --    16,009        --         --      --    16,009
Foreign currency
  translation
  adjustment                   --       --        --        --         --    (840)     (840)
                                                                                   --------
Comprehensive income                                                                 15,169
Dividends ($.32 per
  share)                       --       --    (7,436)       --         --      --    (7,436)
Exercise of stock
  options and related
  tax benefit                 108      882        --        --         --      --       990
                          -------  -------  --------  --------   --------  ------   -------
April 30, 1997             23,307   36,100   187,880        --         --     734   248,021

Net earnings                   --       --     7,385        --         --      --     7,385
Foreign currency
  translation
  adjustment                   --       --        --        --         --  (2,567)   (2,567)
                                                                                   --------
Comprehensive income                                                                  4,818
Dividends ($.32 per
  share)                       --       --    (7,284)       --         --      --    (7,284)
Exercise of stock
  options and related
  tax benefit                 129    1,654        --        --         --      --     1,783
Common stock issued
  for directors' fees           1       25        --        --         --      --        26
Purchase of common
  stock                        --       --        --   (16,450)        --      --   (16,450)
                          -------  -------  --------  --------   --------  ------  --------
April 30, 1998             23,437   37,779   187,981   (16,450)        --  (1,833)  230,914

Net earnings                   --       --    29,580        --         --      --    29,580
Foreign currency
  translation
  adjustment                   --       --        --        --         --   3,046     3,046
                                                                                   --------
Comprehensive income                                                                 32,626
Dividends ($.32 per
  share)                       --       --    (7,244)       --         --      --    (7,244)
Exercise of stock
  options and related
  tax benefit                 264    3,333        --        --         --      --     3,597
Common stock issued
  for directors' fees           4      104        --        --         --      --       108
Purchase and
  retirement of
  common stock               (869)  (1,503)  (14,446)       --         --      --   (16,818)
Restricted stock
  grants, net of               23      542        --        --       (417)     --       148
  amortization
                          -------  -------  --------  --------   --------  ------  --------
April 30, 1999            $22,859  $40,255  $195,871  $(16,450)  $   (417) $1,213  $243,331
                          =======  =======  ========  ========   ========  ======  ========

See summary of significant accounting policies and notes to consolidated financial
statements.

</TABLE>

<PAGE 39-40>

Consolidated Statements of Cash Flows

                                     For years ended April 30
                                   ------------------------------
  In thousands                           1999        1998      1997
  ------------------------------     --------     -------   -------

  Cash Provided by (Used for)
  Operating Activities:
  Net earnings                       $ 29,580     $ 7,385   $16,009
  Adjustments to reconcile net
   earnings to cash provided
   by operating activities:
     Depreciation and
       amortization                    24,220      13,572    11,752
     Deferred income taxes               (824)     (3,687)    1,137
     Non-recurring special
       charge                              --      25,000        --
     Other noncash items                  256          26        --
     Changes in operating
       accounts, net of effects
       of business acquisitions:
        Receivables                      (809)        664   (17,320)
        Inventories                    15,559      (5,502)     (826)
        Prepaid expenses                 (656)       (407)   (1,664)
        Accounts payable and
         accrued expenses              (2,069)     21,564      (729)
                                     --------     -------   -------
     Provided by Operating
     Activities                        65,257      58,615     8,359
                                     --------     -------   -------
  Investing Activities:
  Additions to property, plant
  and equipment                       (22,619)    (15,935)  (13,067)
  Business acquisitions              (175,952)    (61,546)   (7,384)
  Sale of product class                    --      26,678        --
  Purchases of long-term debt
    securities                             --          --    (1,075)
  Maturities and sales of long-
    term debt securities                   --      36,571    23,376
  Intangible and other assets          (3,330)     (1,908)   (1,614)
  Other, net                             (484)     (2,567)     (207)
                                     --------     -------   -------
      Provided by (Used for)
      Investing Activities           (202,385)    (18,707)       29
                                     --------     -------   -------


  Financing Activities:
  Purchase of common stock            (16,818)   (16,450)        --
  Additions of long-term debt         217,095         --         --
  Repayments of long-term debt        (47,223)      (192)      (548)
  Net short-term financing            (11,963)       326       (595)
  Debt issue costs                       (800)      (587)        --
  Exercise of stock options             3,597      1,783        990
  Dividends on common stock            (7,244)    (7,284)    (7,436)
                                     --------    -------    -------
      Provided by (Used for)
      Financing Activities            136,644    (22,404)    (7,589)
                                     --------    -------    -------

  Increase (Decrease) in Cash and
  Short-Term Cash Investments            (484)    17,504        799

  Cash and Short-Term Cash
   Investments, Beginning of Year      27,007      9,503      8,704
                                     --------    -------    -------
  Cash and Short-Term Cash
  Investments, End of Year           $ 26,523    $27,007    $ 9,503
                                     ========    =======    =======


See  summary  of  significant accounting policies  and  notes  to
consolidated financial statements.

<PAGE 41>

Report of Management                      Gerber Scientific, Inc.
------------------------------------------------------------------
To the Shareholders of Gerber Scientific, Inc.

The  financial statements of Gerber Scientific, Inc. included  in
this   Annual   Report  have  been  prepared  by  the   Company's
management, who are responsible for the integrity and objectivity
of  the  data  presented.  The  financial  statements  have  been
prepared   in  conformity  with  generally  accepted   accounting
principles  appropriate in the circumstances and include  amounts
based  on  management's best estimates and  judgments.  Financial
information  elsewhere in this Annual Report is  consistent  with
the financial statements.

Management maintains a system of internal accounting controls and
procedures,  supported by a program of internal  auditing.   This
system  is intended to provide reasonable assurance, in  relation
to  reasonable cost, that transactions are executed in accordance
with  management's  authorization and are recorded  properly  and
accurately,  that  accountability for assets is  maintained,  and
that  the  financial records are reliable for preparing financial
statements.

The   financial  statements  have  been  audited  by  KPMG   LLP,
independent  auditors,  in  accordance  with  generally  accepted
auditing  standards.  Their  role is  to  assess  the  accounting
principles used and the estimates made by management and to  form
an  independent  opinion  as  to  the  fairness  with  which  the
financial  statements  present the  financial  condition  of  the
Company, the results of its operations, and its cash flows.  They
obtain  and maintain an understanding of the Company's accounting
policies  and  controls  and  conduct  such  tests  and   related
procedures as they consider necessary to arrive at an opinion  on
the fairness of the financial statements.

The  Board  of  Directors  has appointed  an  Audit  and  Finance
Committee composed of outside directors who are not employees  of
the  Company.  The Audit and Finance Committee meets periodically
with  representatives of management, the internal  auditors,  and
the  independent  auditors for the purpose  of  monitoring  their
activities  to  ensure  that  each is  properly  discharging  its
responsibilities. The Audit and Finance Committee reports to  the
Board of Directors on its activities and findings.

<PAGE 42>

Independent Auditors' Report                             KPMG LLP
------------------------------------------------------------------
To  the Board of Directors and Shareholders of Gerber Scientific,
Inc.

We  have audited the accompanying consolidated balance sheets  of
Gerber Scientific, Inc. and subsidiaries as of April 30, 1999 and
1998 and the related consolidated statements of earnings, changes
in  shareholders' equity, and cash flows for each of the years in
the  three-year period ended April 30, 1999.  These  consolidated
financial  statements  are the responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above  present  fairly, in all material respects,  the  financial
position  of  Gerber  Scientific, Inc.  and  subsidiaries  as  of
April  30, 1999 and 1998 and the results of their operations  and
their  cash flows for each of the years in the three-year  period
ended  April  30,  1999  in  conformity with  generally  accepted
accounting principles.








/s/KPMG LLP

Hartford, Connecticut
May 26, 1999

<PAGE 43>

Summary of Significant Accounting
Policies and Notes to
Consolidated Financial Statements
-----------------------------------------------------------------
NOTE 1.ACCOUNTING POLICIES

BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company   and   its  subsidiaries.  Intercompany   accounts   and
transactions are eliminated.

FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign subsidiaries are translated  to
U.S. dollars at year-end exchange rates, and related revenue  and
expenses  are  translated at average exchange  rates  during  the
year.   Translation   adjustments  and  gains   and   losses   on
intercompany foreign currency balances of a long-term  investment
nature  are  deferred and accumulated in a separate component  of
shareholders' equity, as are gains and losses on foreign currency
denominated  balances that are designated as, and  are  effective
as,  economic  hedges of a net investment in  a  foreign  entity.
Transaction gains and losses are included in earnings.

HEDGING ACTIVITY
The  Company  uses  derivative instruments, including  swaps  and
forward  contracts,  to  manage  certain  foreign  currency   and
interest rate exposures. Derivative instruments are viewed by the
Company as risk management tools and are not used for trading  or
speculative purposes.  Derivatives used for hedging purposes must
be  designated  as, and effective as, a hedge of  the  identified
risk  exposure  at  the inception of the contract.   Accordingly,
changes  in the market value of the derivative contract  must  be
highly  correlated  with  changes in  the  market  value  of  the
underlying  hedged item at inception and over  the  life  of  the
contract.

Gains  and losses from instruments that are hedges of variability
of  cash  flows  are deferred and recognized when the  associated
hedged  transaction  occurs.  Gains and losses  from  instruments
that  are  effective  hedges of variability  of  cash  flows  are
reported  in earnings and offset the effects of gains and  losses
from the associated hedged transactions.  Gains and losses on the
excess of hedge amounts over the related hedged commitment  would
be   recognized   in  earnings.   Cash  flows   from   derivative
instruments  designated as hedges are classified consistent  with
the items being hedged.

Derivative  instruments designated but no longer effective  as  a
hedge would be reported at market value and the related gains and
losses would be recognized in earnings.

In  June  1998, the FASB issued Statement of Financial Accounting
Standards  No.  133, "Accounting for Derivative  Instruments  and
Hedging  Activities,"  which is effective  for  the  fiscal  year
beginning  May  1,  2000.  Management believes adoption  of  this
standard  will  not  have  a material  impact  on  the  Company's

<PAGE 44>

financial position, results of operations, or cash flows.

REVENUE RECOGNITION
Product  sales  are recognized upon shipment.   In  fiscal  years
prior  to  1999,  sales under certain production  contracts  were
recognized  on the percentage-of-completion method of accounting.
Anticipated losses on these contracts, if any, were provided  for
when  determined. Service revenue is recognized ratably over  the
contractual  period or as services are performed.  Royalties  are
accounted for as other income as received.

CASH AND SHORT-TERM CASH INVESTMENTS
Cash and short-term cash investments include cash on hand, demand
deposits, and short-term cash investments which are highly liquid
in  nature and have original maturities of three months or  less.
Short-term  cash  investments are stated  at  cost  plus  accrued
interest, which approximates market value.

LONG-TERM INVESTMENTS
In  accordance  with  the  criteria  of  Statement  of  Financial
Accounting Standards No. 115, "Accounting for Certain Investments
in Debt and Equity Securities," the Company's investments in long-
term  debt securities were stated at amortized cost plus  accrued
interest  based  on the Company's ability and intention  to  hold
these  securities  to maturity.  In February  1998,  the  Company
liquidated   its  portfolio  of  long-term  debt  securities   to
partially fund the acquisition of Coburn Optical Industries, Inc.
The  effect on assets and shareholders' equity of accounting  for
these   investments  as  available-for-sale   would   have   been
insignificant in any reported period.

INVENTORIES
Inventories are stated at the lower of cost or market.  Inventory
costs  of  raw materials and purchased parts have been determined
primarily  by the average cost method (which approximates  first-
in,  first-out  or  FIFO).   Work in process  inventory  includes
materials,  direct labor, and manufacturing overhead costs,  less
the portion of such costs allocated to products delivered.

PROPERTY, PLANT, EQUIPMENT, AND DEPRECIATION
Property,  plant and equipment are stated on the basis  of  cost.
Major   improvements  and  betterments  to  existing  plant   and
equipment  are  capitalized.  Expenditures  for  maintenance  and
repairs  that do not extend the life of the applicable asset  are
charged to expense as incurred.  The cost and related accumulated
depreciation  of  properties sold or otherwise  disposed  of  are
removed  from the accounts, and any gain or loss is  included  in
other income.

Depreciation  is  provided generally on  a  straight-line  basis.
Estimated useful lives used for calculating depreciation  are  45
years  for buildings and 3 to 10 years for machinery, tools,  and
other equipment.

<PAGE 45>

GOODWILL AND OTHER LONG-LIVED ASSETS
The  excess of acquisition cost over the fair values of  the  net
assets   of   businesses  acquired  (goodwill)  is  included   in
intangible assets and is amortized over periods ranging  from  20
to 25 years on a straight-line basis.  Impairment of goodwill, if
any, is measured periodically on the basis of whether anticipated
undiscounted  operating  cash flows  generated  by  the  acquired
business will recover the recorded net goodwill balances over the
remaining amortization period.

Long-lived assets include patents, which are stated at  cost  and
amortized  on a straight-line basis over the life of the  patent.
Patents  and  other long-lived assets are reviewed  for  possible
impairment  whenever events or changes in circumstances  indicate
their  carrying  value may not be recoverable.  If  the  carrying
amount  of an asset exceeds the sum of its undiscounted  expected
future cash flows, the asset's carrying value is written down  to
its fair value.

EARNINGS PER SHARE
Basic and diluted earnings per share are calculated in accordance
with   Statement  of  Financial  Accounting  Standards  No.  128,
"Earnings  Per Share."  All earnings per share amounts have  been
presented,  and  where appropriate restated, to  conform  to  the
requirements of Statement No. 128.

USE OF ESTIMATES
The   preparation  of  the  Company's  financial  statements   in
conformity with generally accepted accounting principles requires
management  to  make estimates and assumptions  that  affect  the
amounts  reported  in the financial statements  and  the  related
disclosures.  Actual results could differ from those estimates.

NEW ACCOUNTING STANDARDS
In  June 1998, the FASB issued Statement No. 133, "Accounting for
Derivative  Instruments  and Hedging  Activities."   The  Company
expects  to adopt the new statement for the fiscal year beginning
May 1, 2000.  The Statement will require the Company to recognize
all  derivatives on the balance sheet at fair value.  The Company
does not anticipate that the adoption of this statement will have
a  material  impact  on  its results of operations  or  financial
position.

NOTE 2.BUSINESS ACQUISITIONS
On  May  5,  1998,  the Company acquired the outstanding  capital
stock  of Spandex PLC (Spandex) of Bristol, UK.  Spandex was  the
largest  distributor of equipment and related  materials  to  the
sign   making  industry  in  Europe.   The  purchase  price   was
approximately   $173,000,000.    In   addition,    Spandex    had
approximately  $11,600,000  in outstanding  bank  debt  that  was
assumed.  The  acquisition of the stock and  refinancing  of  the
assumed  debt was accomplished through a syndicated  bank  credit
facility (see Note 12).

<PAGE 46>

On  February 27, 1998, Gerber Coburn Optical, Inc. (GC), a wholly
owned  subsidiary  of the Company and formerly  known  as  Gerber
Optical,  Inc., acquired the outstanding stock of Coburn  Optical
Industries, Inc. (Coburn) of Muskogee, Oklahoma, and subsequently
merged  with Coburn. The purchase price, including the  repayment
of  Coburn's  outstanding  debt, was  approximately  $63,000,000.
Coburn  was  a leading manufacturer and international distributor
of  a  broad  range of ophthalmic lens processing  equipment  and
related  supplies used in the production of eyeglass lenses.   GC
has  continued to develop, manufacture, market, and  support  the
Coburn product lines.

On  February  12, 1997, Gerber Technology, Inc.  (GT),  a  wholly
owned  subsidiary  of the Company and formerly  known  as  Gerber
Garment  Technology,  Inc., acquired  the  outstanding  stock  of
Cutting  Edge,  Inc. (Cutting Edge) of Marblehead, Massachusetts,
and subsequently merged that company into GT.  The purchase price
was approximately $7,800,000. Cutting Edge was a leading supplier
of  high-performance single layer fabric cutting systems for  the
industrial fabric, automotive, furniture, apparel, and  composite
materials  industries.  GT has continued to develop, manufacture,
market, and support the Cutting Edge product lines.

Each  acquisition was accounted for as a purchase and the results
of operations of the acquired companies have been included in the
Company's consolidated statements of earnings from the respective
dates  of  acquisition.  The acquisition costs were allocated  to
the assets and liabilities acquired based upon their fair values.
The  excess of acquisition costs over the fair values of the  net
assets acquired was included in intangible assets as goodwill and
is  being amortized on a straight-line basis over periods ranging
from 20 to 25 years from the date of acquisition.

The  following pro forma combined results of operations  for  the
years ended April 30, 1998 and 1997 have been prepared as if  the
Coburn and Spandex acquisitions occurred at the beginning of each
of  the  respective  fiscal years and give  effect  to  estimated
purchase  accounting  and other adjustments  resulting  from  the
acquisitions.  The  pro forma information  is  presented  on  the
assumption that the acquisition price would have been the same at
the beginning of each period. The pro forma financial information
is  not necessarily indicative of the results of operations  that
would  have  been  achieved had the acquisitions  of  Coburn  and
Spandex  actually  been  effective as of the  beginning  of  each
fiscal year or of future results of the combined companies.

<PAGE 47>

                                           (Unaudited)
                                        ------------------
In thousands (except per share amounts)      1998     1997
---------------------------------------  -------- --------
Sales                                    $641,556 $587,045
Net earnings                                7,368   15,023
Net earnings per common share-basic           .32      .65
Net earnings per common share-diluted         .32      .64

NOTE 3.CASH AND SHORT-TERM CASH INVESTMENTS
Cash and short-term cash investments at the end of each year were
as follows:

In thousands                     1999         1998
-------------------------     -------      -------
Cash                          $14,989      $11,004
Money market funds             10,067           --
Time deposits                   1,467       16,003
                              -------      -------
                              $26,523      $27,007
                              =======      =======

The  Company's  short-term cash investments are  in  high-quality
securities  placed  with  major U.S. and international  financial
institutions.  The Company's investment policies limit the amount
of  exposure  to  any  one  financial institution.   Due  to  the
relatively  short maturity of these financial instruments,  their
cost  at  April 30, 1999 was a reasonable estimate of their  fair
value.

NOTE 4.ACCOUNTS RECEIVABLE
The Company sells products and services to customers in a variety
of  industries  and geographic areas and, accordingly,  does  not
have  significant  concentrations of credit  risk.   The  Company
evaluates  the  creditworthiness  of  its  customers   prior   to
extending  credit and in some instances requires bank letters  of
credit  to  support  customer  obligations.   In  addition,   the
Company's  lease  receivables and its  recourse  obligations  for
leases  that  are  financed  by third  parties  are  secured  and
collateralized by the underlying equipment.

NOTE 5.INVENTORIES
The classification of inventories at the end of each year was  as
follows:

In thousands                           1999      1998
---------------------------------   -------   -------

Raw materials and purchased parts   $42,097   $37,329
Work in process                      30,270    23,782
                                    -------   -------
                                    $72,367   $61,111
                                    =======   =======

<PAGE 48>

NOTE 6.INVESTMENTS AND LONG-TERM RECEIVABLES
In  February  1998, the Company sold its portfolio of investment-
grade   tax-exempt   municipal  bonds  to  partially   fund   the
acquisition  of Coburn. The amortized cost of the  portfolio  was
$14,842,000 at the time of sale and the Company realized  a  gain
of $156,000, which was included in other income in fiscal 1998.

NOTE 7.PROPERTY, PLANT AND EQUIPMENT
The  components of property, plant and equipment at  the  end  of
each year were as follows:

In thousands                         1999      1998
-------------------------------  --------  --------
Land                             $  9,414  $  3,888
Buildings                          60,822    49,458
Machinery, tools, and equipment    77,660    63,722
Construction in progress            4,478       266
                                 --------  --------
                                 $152,374  $117,334
                                 ========  ========

NOTE 8.INTANGIBLE ASSETS
The  components of net intangible assets at April  30,  1999  and
1998 were as follows:

In thousands                                  1999     1998
----------------------------------------   -------  -------
Goodwill, net of accumulated
 amortization                             $194,469  $63,920
Prepaid pension cost                        19,369   20,053
Patents, net of accumulated amortization     6,739    6,573
Other                                          182      709
                                           -------  -------
                                          $220,759  $91,255
                                          ========  =======

NOTE 9.NOTES PAYABLE
The  Company  had  short-term bank lines of credit  that  totaled
approximately  $22,300,000 at April 30, 1999 based upon  year-end
foreign  exchange rates.  As of April 30, 1999, no  amounts  were
borrowed under these credit lines.

Included  in  these  bank lines was a $15,000,000  multi-currency
line of credit from a major European commercial bank.  The multi-
currency  line  of credit is available in various  sub-limits  to
certain  of the Company's European subsidiaries and repayment  is
guaranteed by the parent Company. Borrowings under this  line  of
credit  bear  interest at 1/4 percent above the London  Interbank
Offered  Rate (LIBOR) for the relevant currency and term  with  a
commitment fee of 1/8 percent of the unused amount.

<PAGE 49>

NOTE 10.LITIGATION AWARD
As  the result of a suit in the UK alleging Lectra Systemes, S.A.
of  France  and  its  UK  subsidiary (Lectra)  infringed  certain
Company  patents dealing with automated fabric cutting equipment,
the  Company received an award.  The award was recorded in  other
income  and added $1,563,000 to earnings before income taxes  and
approximately $1,000,000, or $.04 per share, to net income in the
year ended April 30, 1998.

NOTE 11.INCOME TAXES
The  components of the provision for income taxes for  the  years
ended April 30, 1999, 1998, and 1997 were as follows:

In thousands                    1999        1998        1997
---------------------------   ------      ------      ------
Currently payable:
  Federal                    $ 3,600      $3,600      $1,400
  State and local                400         400         100
  Foreign                      7,300       1,300         600
                             -------      ------      ------
                              11,300       5,300       2,100
Deferred                       5,200      (2,800)      4,100
                             -------      ------      ------
                             $16,500      $2,500      $6,200
                             =======      ======      ======

Income   tax   payments  totaled  $12,899,000,  $5,628,000,   and
$3,415,000  in  the years ended April 30, 1999, 1998,  and  1997,
respectively.   Reconciliations of  the  statutory  U.S.  Federal
income  tax rate to the effective income tax rate for  each  year
were as follows:

                                            1999    1998   1997
-------------------------------------      -----   -----  -----
Statutory U.S. federal income tax rate     35.0%   35.0%  35.0%
State income taxes, net of U.S.
 federal tax benefit                         .9     (.4)    .7
Foreign tax rate differences               (2.1)    3.8     .8
Life insurance benefits                      --      --   (1.6)
Tax-exempt interest income                   --    (4.6)  (3.4)
Foreign Sales Corporation                  (2.2)  (10.9)  (2.2)
Research and development tax credits       (2.8)   (5.2)  (3.2)
Goodwill amortization                       6.4     4.7    1.2
Other, net                                   .6     2.9     .6
                                           -----   -----  -----
Effective income tax rate                  35.8%   25.3%  27.9%
                                           =====   =====  =====

The Company's deferred income tax balances related principally to
differing   depreciation  methods  for   property,   plant,   and
equipment, differing book and tax treatment of patent costs,  the
timing   of   employee  benefit  plan  funding   versus   expense
recognition,   differing  valuations  of  inventories,   accounts

<PAGE 50>

receivable,  and other assets for book and tax purposes,  expense
provisions  not  deductible until paid, and  tax  operating  loss
carryforwards.  At April 30, 1999 and 1998, current deferred  tax
assets of approximately $11,000,000 and $9,000,000, respectively,
were  included  in  prepaid expenses in the consolidated  balance
sheet.  Deferred  tax assets and deferred tax liabilities  as  of
April 30, 1999 and 1998 were as follows:

                             1999                  1998
                     --------------------- ---------------------
                     Deferred   Deferred   Deferred   Deferred
                       Tax         Tax        Tax        Tax
In thousands          Assets   Liabilities  Assets   Liabilities
------------------   --------  -----------  -------- -----------
Depreciation          $    --      $ 2,900   $    --     $ 2,600
Patents                    --        2,700        --       2,600
Employee benefit
 plans                  2,000        8,200     1,800       8,300
Asset valuations        9,800        2,000     7,500         600
Provisions for
 estimated expenses     7,900        4,800     7,500       5,900
Foreign exchange
 gains and losses          --          500        --         600
Tax carryforwards       2,900           --     3,300          --
Other                     400          300       200         200
                      -------      -------   -------     -------
                       23,000       21,400    20,300      20,800
Valuation allowance      (200)          --      (700)         --
                      -------      -------   -------     -------
                      $22,800      $21,400   $19,600     $20,800
                      =======      =======   =======     =======

Consolidated  earnings before income taxes included foreign  pre-
tax earnings of $22,698,000, $4,557,000, and $3,371,000 for 1999,
1998,  and 1997, respectively.  At April 30, 1999, the unremitted
earnings  of foreign subsidiaries were approximately $28,000,000.
The  Company has not provided U.S. income taxes on the unremitted
earnings  of  foreign  subsidiaries  because  such  earnings  are
considered  to  be  indefinitely reinvested in those  operations.
Foreign tax credits would be available to substantially reduce or
eliminate any amount of additional U.S. income tax that might  be
payable  on  these foreign earnings if remitted.  For income  tax
reporting  purposes, the Company has foreign net  operating  loss
carryforwards  of  approximately $3,000,000 at  April  30,  1999.
Such  carryforwards have various expiration dates  and  begin  to
expire in the 2000 fiscal year.

NOTE 12.LONG-TERM DEBT
The composition of long-term debt at the end of each year was  as
follows:

<PAGE 51>

     In thousands                       1999        1998
     ---------------------------    --------     -------
     Multi-currency revolving
      credit facility               $165,158      $   --
     Unsecured loan notes              1,420          --
     Industrial Revenue Bonds
     (net of current maturities
     of $193,000)                      6,760       6,953
                                    --------      ------
                                    $173,338      $6,953
                                    ========      ======

The  variable  interest rate feature of the  Company's  long-term
debt  allows its repricing at current market interest rates  and,
accordingly, the carrying amount of debt at April 30, 1999 was  a
reasonable estimate of its fair value.

The aggregate annual maturities of long-term debt for each of the
four years after 2000 total $193,000 annually.  Interest payments
totaled  $11,396,000, $666,000, and $343,000 in the  years  ended
April 30, 1999, 1998, and 1997, respectively.

Multi-Currency Revolving Credit Facility
----------------------------------------
In May 1998, the Company obtained a five-year $235,000,000 multi-
currency revolving credit facility from a group of major U.S. and
international commercial banks.  The purpose of the facility  was
to  finance  the acquisition of the capital stock of Spandex  and
the  refinancing  of  its debt, and for other  general  corporate
purposes. The interest rate on borrowings under this facility  is
variable  and is based on LIBOR plus an applicable margin,  which
ranges  from 5/8 percent to 1/4 percent based on the relationship
of  the  Company's  consolidated total debt to  EBITDA  (earnings
before  interest,  taxes, depreciation,  and  amortization).  The
weighted  average  interest  rate of the  borrowings  under  this
facility as of April 30, 1999 was 5.0 percent.  This credit  line
also has a facility fee, which ranges from 1/4 to 1/8 percent  of
the credit line.

Covenants in the credit facility require the Company to  maintain
certain  levels  of net worth, certain ratios of  total  debt  to
EBITDA,  and a minimum fixed charge coverage amount,  as  defined
therein.   At April 30, 1999, the Company was in compliance  with
these  covenants.  Under the most restrictive of these covenants,
approximately $154,000,000 of retained earnings was not available
for dividend payments at April 30, 1999.

Unsecured Loan Notes
--------------------
In  May  1998, the Company issued loan notes with a par value  of
4,900,000  pounds sterling in connection with the acquisition  of
Spandex.  The loan notes were an alternative to the cash offer to
the Spandex shareholders and their acceptance allowed deferral of
UK  income taxes on tendered shares.  The variable interest  rate
on these notes is based on LIBOR less one percent and is adjusted

<PAGE 52>

biannually. The interest rate on the loan notes as of  April  30,
1999  was  4.2  percent.   The noteholders  have  the  option  of
redeeming  the loan notes at par plus accrued interest  prior  to
final maturity, which is September 30, 2003.

Industrial Revenue Bonds
------------------------
The  Company's  Industrial Revenue Bonds  are  collateralized  by
certain property, plant and equipment and are payable to 2014  at
variable  interest  rates that ranged from  3.9  percent  to  5.4
percent  at  April 30, 1999.  Included therein are $6,000,000  of
Variable  Rate Demand Industrial Development Bonds (VRDBs).   The
interest rate payable on the VRDBs is adjusted weekly to maintain
their  market  value at par.  During 1999 and 1998,  the  average
interest  rate  on  the VRDBs was 3.3 percent  and  3.7  percent,
respectively.   The  remaining  Industrial  Revenue  Bonds   bear
interest at 70 percent of the U.S. prime rate.

The  demand  feature of the VRDBs is supported  by  a  letter  of
credit  from a major U.S. commercial bank.  The letter of  credit
has  a provision for automatic extension of an 18-month term  and
carries  a  fee of .65 percent of the face amount.  Any  advances
under the letter of credit in support of the demand feature would
be  repayable  over the remaining letter of credit  term  at  the
bank's  prime  interest rate.  The bank providing the  letter  of
credit  was also granted a mortgage and security interest in  the
project  property.  The covenants in the Industrial Revenue  Bond
agreements  were conformed to the covenants in the multi-currency
revolving credit facility, described above.

NOTE 13.PREFERRED STOCK, COMMON STOCK, RESTRICTED STOCK,  STOCK
OPTION PLANS, AND INCENTIVE BONUS PLANS

Preferred Stock
---------------
The  Company's Certificate of Incorporation authorizes 10,000,000
shares of preferred stock, without par value, issuable in series.
The  Board  of  Directors is authorized to fix and determine  the
terms,  limitations, and relative rights and preferences  of  the
preferred stock, including voting rights (if any), the amount  of
liquidation  preference over the common stock, and  to  establish
series of preferred stock and fix and determine the various terms
among  the series.  As of April 30, 1999, no preferred stock  had
been issued.

Common Stock
------------
Pursuant  to a November 1998 Board of Directors' resolution,  the
Company was authorized to purchase up to 3,000,000 shares of  its
outstanding common stock over an indeterminate period of time as,
in  the opinion of management, market conditions warrant.   Under
this   authorization,  the  Company  has  cumulatively  purchased
737,200  shares.  Under a prior authorization, the  Company  also
purchased  131,200  shares in fiscal year 1999.   The  reacquired
shares  have  been retired and under Connecticut  law  constitute
authorized but unissued shares. As of April 30, 1999, the Company
could  purchase  up to an additional 2,262,800 shares  under  the
November 1998 Board of Directors' resolution.

<PAGE 53>

Pursuant  to  a  separate  Board of  Directors'  resolution,  the
Company  purchased 800,000 shares of its common  stock  from  the
estate of the Company's founder in the year ended April 30, 1998.
These reacquired shares were accounted for as treasury stock.

Restricted Stock
----------------
The  Company's  1992  Employee Stock Plan  (the  1992  Plan),  as
amended  by shareholders in September 1998, permits the  granting
of  restricted stock awards.  Restricted stock granted in  fiscal
1999   vests  one-third  each  year  for  the  three-year  period
following  the  date  of grant.  During the  restriction  period,
restricted  stock awards entitle the holder to all  rights  of  a
holder  of  common shares, including dividend and voting  rights.
Unvested  shares are restricted as to disposition and subject  to
forfeiture   under   certain  circumstances.    The   amount   of
compensation expense recognized for restricted stock awarded  was
$148,000 in fiscal 1999.  Restricted stock award activity  is  as
follows:

                                                     1999
                                                  -----------
  Restricted stock awarded (shares)                    22,986
  Weighted average market value on date of grant       $25.06

Stock Option Plans
------------------
The  Company's 1992 Employee Stock Plan (the 1992 Plan)  provides
for  incentive and nonqualified stock option grants  to  officers
and  key employees. Stock options under the 1992 Plan are  for  a
ten-year  term and are granted at the market price of the  common
stock on the date of grant.

In  1995,  shareholders  approved amendments  to  the  1992  Plan
permitting  the  grant of performance units in  conjunction  with
stock option grants. The performance units become payable in cash
in  the  event  certain  pre-established  performance  goals  are
attained  and the grantee simultaneously exercises related  stock
options with the cash award.

In  September 1998, shareholders approved amendments to the  1992
Plan  that disallowed future grants of performance units and made
certain other changes including: increasing the cumulative number
of  shares  of common stock available for grant as stock  options
from  3,000,000 to 5,000,000, limiting the number  of  restricted
shares  that  may  be  granted, and disallowing  "re-pricing"  of
previously issued options.

The  1992  Non-Employee  Director Stock  Option  Plan  (the  1992
Director  Plan) provides for nonqualified stock option grants  to
eligible  members  of the Board of Directors, who  are  not  also
employees  of the Company.  Options are granted with  a  ten-year
term at the market price of the common stock on the date of grant
and are immediately exercisable.

In  June  1998,  shareholders approved  amendments  to  the  1992

<PAGE 54>

Director  Plan that increased the automatic award each May  1  of
options from 1,000 to 3,000, and increased the maximum number  of
shares of common stock available for grant as stock options  from
75,000 to 175,000 shares.

A  summary of the stock option activity under all plans  for  the
three years ended April 30, 1999 is set forth below:

                     1999                1998                1997
              -------------------  ------------------  ------------------
                         Weighted            Weighted            Weighted
                         -Average            -Average            -Average
                         Exercise            Exercise            Exercise
              Options     Price    Options    Price    Options    Price
------------ ---------   -------- --------   -------- --------   --------
Outstanding-
 beginning
 of year      2,574,595    $17.23 1,171,170    $14.31 1,208,970    $13.67
Granted         420,604     24.71 1,669,800     18.80   138,000     15.01
Exercised      (264,450)    14.18  (128,625)    12.11  (108,175)     7.80
Cancelled      (274,490)    18.28  (137,750)    16.20   (67,625)    14.80
              ---------  -------- ---------    ------ ---------    ------
Outstanding-
 end of year  2,456,259    $18.72 2,574,595    $17.23 1,171,170    $14.31
              =========  ======== =========    ====== =========    ======
Exercisable
 at end of
 year           942,142    $16.88   653,795    $14.32   491,045    $12.69
              =========  ======== =========    ====== =========    ======
Reserved for
 future
 grants       2,552,777             621,825           2,153,875
              =========           =========           =========

The  exercise prices for options outstanding as of April 30, 1999
ranged  from  $7.25  to  $28.25.  The weighted-average  remaining
contractual life of options outstanding at April 30, 1999 is  7.7
years.   In the event of a change in control of the Company,  all
outstanding stock options become immediately exercisable.

The following is a summary of outstanding options under all plans
at April 30, 1999:

<PAGE 55>

                     Outstanding Options         Exercisable Options
               --------------------------------  -------------------
                          Weighted-
                           Average    Weighted-            Weighted-
  Exercise                Remaining    Average              Average
    Price                Contractual  Exercise             Exercise
    Range       Number      Life        Price     Number     Price
-------------  --------- -----------  --------   --------  ---------

$ 7.25-$15.12    266,940   4.6 years     $13.07   215,440     $12.72
$15.13-$22.68  1,836,015   7.9 years      18.20   704,702      17.91
$22.69-$28.25    353,304   9.1 years      25.71    22,000      24.48
               ---------   ---------     ------   -------     ------
               2,456,259   7.7 years     $18.72   942,142     $16.88
               =========   =========     ======   =======     ======

The  Company  applies APB Opinion No. 25, "Accounting  for  Stock
Issued  to  Employees," and related interpretations in accounting
for  stock  options. Accordingly, no compensation cost  has  been
recognized  in the Company's consolidated statement  of  earnings
for  the  stock  option  plans.  Had compensation  cost  for  the
Company's  stock option plans been determined based on  the  fair
value  at the grant date for awards under those plans, consistent
with  the  requirements  of  Statement  of  Financial  Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," the
Company's  pro  forma net earnings and earnings per  share  would
have been as follows:

In thousands
(except per share amounts)                1999      1998     1997
------------------------------------   -------   -------  -------
Net earnings
     As reported                       $29,580    $7,385  $16,009
     Pro forma                          27,227     5,323   15,510
Net earnings per common share-basic
     As reported                          1.31       .32      .69
     Pro forma                            1.21       .23      .67
Net earnings per common share-diluted
     As reported                          1.29       .32      .69
     Pro forma                            1.18       .23      .66

To arrive at the pro forma amounts shown above, the fair value of
each  stock option grant was estimated on the date of grant using
the   Black-Scholes  option  pricing  model  with  the  following
weighted-average assumptions:
                                           1999       1998      1997
                                        -------    -------   -------
         Risk-free interest rate           5.2%       5.7%      6.5%
         Expected life of option      4.5 years  4.5 years   4 years
         Expected volatility                34%        25%       24%
         Expected dividend yield             2%         2%        2%

<PAGE 56>

Incentive Bonus Plans
---------------------
The  Management  Development and Compensation  Committee  of  the
Board of Directors approved cash profit incentive bonus plans for
each of the years ended April 30, 1999, 1998, and 1997.  The plan
for  the  year  ended  April  30,  1999  was  also  approved   by
shareholders  in September 1998.  The plans covered substantially
all  employees in the United States and were based  upon  pre-tax
profits   of  the  Company's  operating  subsidiaries   and   the
consolidated group.  The amounts charged to expense  under  these
plans  totaled  $3,167,000, $3,575,000, and  $1,375,000  for  the
years ended April 30, 1999, 1998, and 1997, respectively.

NOTE 14.EMPLOYEE BENEFIT PLANS

Pension Plans
-------------
The  Company  has a noncontributory defined benefit pension  plan
covering substantially all employees in the United States.   Plan
benefits  are  based on years of service and  an  average  of  an
employee's  highest  five consecutive years of  compensation,  as
defined, in the last ten years of service.

The  Company's general policy is to fund the Plan's  normal  cost
plus amounts required to amortize actuarial gains and losses  and
prior  service  costs over periods ranging from 5  to  30  years.
Amounts funded totaled $2,343,000, $2,800,000, and $3,086,000 for
the years ended April 30, 1999, 1998, and 1997, respectively.

Plan assets were invested in a portfolio consisting primarily  of
common stocks, fixed income securities, money market instruments,
and  mutual  and  collective  trust  funds  consisting  of  these
instruments.  Pension  arrangements  for  employees  of   foreign
subsidiaries were provided generally through defined contribution
plans  and through local insurance contracts, the costs of  which
were funded currently.

The  Company  also maintains a nonqualified supplemental  pension
plan for employees in the United States. The supplemental pension
plan provides for the pension benefits earned under the Company's
primary  pension plan benefit formula that cannot  be  paid  from
such   plan   because  of  limitations  imposed  by  income   tax
regulations.  The  Company has established  a  trust  to  provide
funding  for the benefits payable under the supplemental  pension
plan.   The  trust is irrevocable and assets contributed  to  the
trust  can  only  be  used  to pay such  benefits,  with  certain
exceptions. The trust assets were invested in mutual funds  whose
portfolios  consisted  primarily of common stocks,  fixed  income
securities, and money market instruments.

The  following table summarizes the funded status of the  pension
plans  and  the  related amounts recognized in  the  consolidated
balance sheet at April 30, 1999 and 1998:

<PAGE 57>

                                   Qualified        Nonqualified
                                  Pension Plan      Pension Plan
                                ----------------  ----------------
In thousands                       1999     1998     1999     1998
-----------------------------   -------  -------  -------  -------
Change in benefit obligation:
Beginning balance               $57,304  $45,221  $ 4,905  $ 4,595
Service cost                      4,127    2,487      210      216
Interest cost                     3,734    3,482      259      315
Actuarial loss/(gain)             1,816    7,544      434     (118)
Benefits paid                    (1,873)  (1,430)    (334)    (103)
                                -------  -------  -------  -------
Ending balance                   65,108   57,304    5,474    4,905
                                -------  -------  -------  -------

Change in plan assets:
Beginning balance                66,793   50,419    4,405    3,369
Actual return on plan assets      6,583   15,004      793    1,039
Employer contributions            2,343    2,800      400      100
Benefits paid from plan assets   (1,873)  (1,430)    (334)    (103)
                                -------  -------  -------  -------
Ending balance                   73,846   66,793    5,264    4,405
                                -------  -------  -------  -------
Funded status                     8,738    9,489     (210)    (500)
Unrecognized net actuarial
 (gain)                          (1,085)  (2,360)    (185)    (114)
Unrecognized net transition
 liability                          372      465       --       --
Unrecognized prior service
 cost                             9,901   10,888    1,838    2,185
                                -------  -------  -------  -------
Prepaid pension cost            $17,926  $18,482  $ 1,443  $ 1,571
                                =======  =======  =======  =======

The  following  weighted average assumptions  were  used  in  the
accounting for the pension plans:

                              Qualified            Nonqualified
                            Pension Plan           Pension Plan
                        ----------------------  -------------------
                          1999    1998    1997   1999   1998   1997
                         -----   -----   -----  -----  -----  -----
Discount rate             6.75%   7.00%   7.75%  6.75%  7.00%  7.75%
Expected return on
 plan assets              9.00    9.00    9.00   9.00   9.00   9.00
Rate of compensation
 increase                 4.50    4.50    4.50   4.50   4.50   4.50

<PAGE 58>

The following table summarizes the components of the net periodic
cost  of  the pension plans for the years ended April  30,  1999,
1998, and 1997:

                              Qualified            Nonqualified
                            Pension Plan           Pension Plan
                        ----------------------  -------------------
In thousands              1999    1998    1997   1999   1998   1997
---------------------   ------  ------  ------  -----  -----  ------
Service cost            $4,127  $2,487  $2,254  $ 210  $ 216  $ 268
Interest cost            3,734   3,482   3,213    259    315    362
Expected return on
 plan assets            (6,042) (4,596) (4,040)  (289)  (303)  (280)
Amortization of prior
 service cost              987     987     987    347    347    347
Amortization of
 transition
 obligation                 93      93      93     --     --     --
Amortization of
 actuarial gain             --      --      13     --     --     32
                        ------  ------  ------  -----  -----  -----
Net periodic benefit
 cost                   $2,899  $2,453  $2,520  $ 527  $ 575  $ 729
                        ======  ======  ======  =====  =====  =====

401(k) Plan
-----------
Under  the  Company's 401(k) Maximum Advantage Program, employees
in   the  United  States  may  contribute  a  portion  of   their
compensation  to  a  tax-deferred  401(k)  plan.    The   Company
contributes  an  amount equal to a specified percentage  of  each
employee's  contribution up to an annual maximum.  The  Company's
expense  for matching contributions under this Plan was $973,000,
$692,000, and $357,000 for the years ended April 30, 1999,  1998,
and 1997, respectively.

Postretirement Benefits Other Than Pensions
-------------------------------------------
Statement  of Financial Accounting Standards No. 106, "Employers'
Accounting  for  Postretirement  Benefits  Other  Than  Pensions"
changed   the   practice  of  accounting   for   these   benefits
(principally  health care) from an expense-as-paid  basis  to  an
accrual   accounting  basis.  The  Company   does   not   provide
postretirement benefits other than through its pension plans and,
as  a  result,  Statement No. 106 has no impact on the  Company's
consolidated financial position or results of operations.

NOTE 15.OTHER INCOME
The components of other income for each year were as follows:

<PAGE 59>

In thousands                         1999      1998      1997
-----------------------------      ------    ------    ------
Interest income from
 investments                       $1,110    $2,223    $2,440
Royalty income                      1,383     1,426     1,470
Patent litigation settlement           --     1,563        --
Other, net                           (341)   (1,043)      680
                                   ------    ------    ------
                                   $2,152    $4,169    $4,590
                                   ======    ======    ======

NOTE 16.SPECIAL CHARGE
In the fourth quarter of fiscal year 1998, the Company recorded a
$25,000,000 pre-tax charge related to the write-down  of  certain
assets  of  the  Company's Gerber Systems unit.   Gerber  Systems
comprised  the  Company's imaging and inspection systems  product
class,  which  was  sold  to the BARCO Group  of  Belgium  as  of
March  31,  1998  for $25,000,000 in cash plus contingent  future
royalties.  The  special  charge  reflected  the  write-down   of
inventory,  accounts receivable, and other  items.   The  special
charge amounted to approximately $16,300,000 after taxes or  $.70
per share on a diluted basis.

NOTE 17.SEGMENT REPORTING
The  Company  and its subsidiaries design, develop,  manufacture,
market,  and  provide  service on products  classified  in  three
operating segments.  These operating segments are Sign Making and
Specialty   Graphics,   Apparel  and  Flexible   Materials,   and
Ophthalmic Lens Processing, and were determined on the  basis  of
the nature of management's evaluation of the business units.

The  Sign  Making  and  Specialty Graphics segment  includes  the
manufacture  and sale of computer-controlled production  systems,
software,  and aftermarket supplies.  The market is comprised  of
the  sign making and specialty graphics industries.  The  Apparel
and  Flexible Materials segment includes the manufacture and sale
of   computer-controlled  production  systems  and  software  for
product  design,  marker-making (nesting),  spreading,  labeling,
cutting,  and  handling flexible materials such  as  fabrics  and
composites.   The market is comprised of the apparel,  aerospace,
automotive, furniture, and other industries. The Ophthalmic  Lens
Processing segment includes the manufacture and sale of computer-
controlled  production  systems  and  aftermarket  supplies.  The
market is comprised of the ophthalmic industry.

In  addition, the Company had an imaging and inspection  systems
product class, which it sold in March 1998.  This product  class
consisted of interactive imaging and inspection systems for  the
electronics and commercial printing industries.

No  individual  customer accounted for more than  10  percent  of
consolidated revenue in 1999, 1998, or 1997.

<PAGE 60-61>

Financial  data for the past three fiscal years for the Company's
operating  segments  are  shown in  the  following  tables.   The
accounting  policies  of  the segments  are  identical  to  those
described in the summary of significant accounting policies.  The
effects  of intersegment transactions, which are not material  in
amount,  have  been  eliminated.  The Company  incurs  costs  and
expenses  and  holds certain assets at the corporate  level  that
relate to its business as a whole.  Certain of these amounts have
been  allocated  to the Company's operating segments  by  various
methods,  largely  on  the basis of the segments'  percentage  of
consolidated sales. Management believes that such allocations are
reasonable.

<TABLE>
<CAPTION>
                                                              Product
                                                               Class
                                                              Sold -
                   Sign      Apparel                          Imaging
                 Making &       &     Ophthalmic                and
                 Specialty  Flexible     Lens               Inspection
In thousands     Graphics   Materials Processing  Subtotal    Systems     Total
---------------- ---------  --------- ----------  --------   --------    ------
<S>              <C>        <C>       <C>         <C>        <C>         <C>
(As  of and  for
the  year  ended
April 30, 1999)
----------------
Revenue           $278,466   $215,411    $100,741  $594,618    $     --  $594,618
Segment profit      32,606     21,856       1,801    56,263          --    56,263
Segment assets 1   259,126    102,960      93,599   455,685          --   455,685
Capital
 expenditures 2      8,832     11,601       1,577    22,010          --    22,010
Depreciation and
 amortization 2     11,106      7,803       3,387    22,296          --    22,296

(As of and for
the year ended
April 30, 1998)
----------------
Revenue           $122,733   $219,081    $ 51,247  $393,061    $ 37,419  $430,480
Segment profit 3    19,803     28,405       2,494    50,702     (38,811)   11,891
Segment assets 1    49,376    108,360     101,269   259,005          --   259,005
Capital
expenditures 2       2,071      9,743       1,200    13,014       1,116    14,130
Depreciation and
 amortization 2      1,868      7,673       1,020    10,561       1,623    12,184


(As of and for
the year ended
April 30, 1997)
----------------
Revenue           $116,200   $192,624    $ 26,275  $335,099    $ 45,818  $380,917
Segment profit      19,758      8,449          21    28,228     (13,319)   14,909
Segment assets 1    53,001    102,027      14,949   169,977      52,531   222,508
Capital
expenditures 2       2,245      4,743         910     7,898       1,958     9,856
Depreciation and
 amortization 2      1,588      6,631         429     8,648       1,600    10,248

1 Assets exclude $86,575,000, $79,762,000, and $102,707,000 of corporate amounts
  in 1999, 1998, and 1997, respectively.

2 Capital  expenditures  and depreciation and  amortization  exclude $609,000
  and $1,924,000, $1,805,000  and $1,388,000, and $3,211,000  and $1,504,000
  of corporate amounts in  1999, 1998, and 1997, respectively.

3 Includes  a  $25,000,000  loss  from the  write-down  of  certain assets on
  the sale of the Company's imaging and inspection systems product class
  (see Note 16).

</TABLE>

A  reconciliation  of  the  totals  reported  for  the  operating
segments   to  the  applicable  line  item  in  the  consolidated
financial statements is as follows:

In thousands                           1999       1998      1997
---------------------------------  --------   --------  --------
Segment profit                      $56,263    $11,891   $14,909
Other  income, net  of  corporate
expenses                              1,318     (1,339)    7,638
                                    -------    -------   -------
Earnings before interest and
taxes                                57,581     10,552    22,547
Interest expense                    (11,501)      (667)     (338)
                                    -------    -------   -------
Earnings before income taxes        $46,080    $ 9,885   $22,209
                                    =======    =======   =======

Revenue  and  net property, plant and equipment by country  where
located are as follows:

<PAGE 62>

                   United     United    Continental    All
In thousands       States    Kingdom      Europe      Other      Total
----------------  --------   --------   ----------    ------   --------
(As  of and  for
the  year  ended
April 30, 1999)
----------------

Revenue 1          $241,269   $ 66,806     $180,631   $105,912  $594,618
Property, plant
 and equipment,
 net                 63,493     17,005        8,461      1,626    90,585

(As  of and  for
the  year  ended
April 30, 1998)2
----------------

Revenue 1          $230,494   $ 29,858     $ 75,705   $ 94,423  $430,480
Property, plant
 and equipment,
 net                 56,616        457        1,551      1,375    59,999

(As  of and  for
the  year  ended
April 30, 1997)2
----------------

Revenue 1          $196,766   $ 27,108     $ 70,770   $ 86,273  $380,917
Property, plant
 and equipment,
 net                 59,072        523        1,652      1,317    62,564

1 Revenues  are  attributed to specific countries  based  on  the destination
  of the shipment.

2 Geographic   information  by  country  for  the   imaging   and inspection
  systems product class is not  available  to  the Company  and the cost to
  develop it would be excessive.  The total  amount of net imaging and
  inspection systems  product class sales to Europe was $6.5 million and
  $10.0 million for fiscal  years  1998 and 1997, respectively. Accordingly,
  no amounts  were included for this product class in the  United Kingdom
  totals in the geographic information presented;  all such  amounts  were
  included under the caption  "Continental Europe."  Property, plant and
  equipment in  Europe  for  the imaging  and inspection systems product
  class at  April  30, 1997 amounted to $0.2 million.

<PAGE 63>

NOTE 18.CONTINGENCIES AND COMMITMENTS
Various  lawsuits,  claims,  and  governmental  proceedings   are
pending  against  the  Company.   Management  believes  that  the
ultimate  resolution of these matters will not have a  materially
adverse  effect on the Company's consolidated financial  position
or the results of its operations.

The  Company  occupies  space and uses  certain  equipment  under
operating  lease  arrangements.  The Company is  not  the  lessee
under  any significant capital leases. Rental expense under lease
arrangements was $6,200,000, $4,595,000, and $4,088,000  for  the
years  ended  April  30,  1999,  1998,  and  1997,  respectively.
Minimum  annual  rental  commitments  at  April  30,  1999  under
long-term noncancelable operating leases were as follows:

             Building    Machinery
In          and Office      and
thousands     Space      Equipment       Total
----------  ----------   ----------     ------

2000         $3,096       $  454        $3,550
2001          2,212          291         2,503
2002          1,193           58         1,251
2003            791           17           808
2004            627           16           643
After 2004      756           --           756
             ------       ------        ------
             $8,675       $  836        $9,511
             ======       ======        ======

As  of  April  30,  1999, the Company was party to  approximately
$9,800,000  in  forward  exchange  contracts  providing  for  the
delivery  by  the Company of various currencies in  exchange  for
others over the succeeding five months. The counterparties to the
forward  exchange  contracts were major international  commercial
banks.    The  Company  continually  monitors  its  open  forward
exchange contract position and does not anticipate nonperformance
by  the counterparties.  In management's opinion, these financial
instruments do not represent a material off-balance sheet risk in
relation  to the consolidated financial statements.   Based  upon
market  prices  at  April 30, 1999 for future deliveries  of  the
various  currencies,  the  hedging gain  deferred  at  that  date
amounted to approximately $440,000.

In April 1999, the Company entered into a four-year interest rate
swap contract with an initial notional amount of $62,000,000 that
decreases  ratably  to $32,000,000 over the  term.   The  Company
designated this swap as a hedge of its exposure to variability in
future  cash  flows  attributable to the  LIBOR  plus  applicable
margin  interest  payments  due on the  U.S.  dollar  denominated
portion  of  its  multi-currency revolving credit facility  (Note
12).   The  interest  differential paid or  received  under  this
contract  will  be recognized as an adjustment to  the  effective

<PAGE 64>

yield  of the underlying credit facility hedged. The market value
of this contract was approximately $140,000 at April 30, 1999.

The  Company  has  an  agreement with a major financial  services
institution  to  provide lease financing  to  purchasers  of  the
Company's  equipment.  The present value of the lease receivables
financed   under   this  agreement  amounted   to   approximately
$59,700,000 at April 30, 1999 and $42,700,000 at April 30,  1998.
The  underlying  equipment collateralizes the lease  receivables.
In  the event of default by the lessee, the Company has liability
to  the financial services institution under recourse provisions.
The  Company's  liability  for uncollected  amounts  financed  in
excess  of the estimated resale value of the equipment is limited
to the extent of loss pools.  These loss pools are established as
percentages  of  each associated group of transactions  that  are
financed in a calendar year and range from five to ten percent of
the  amount financed.  Management believes that the allowance  it
has  established  for  losses under the  recourse  provisions  is
adequate to cover the Company's obligations.

NOTE 19. EARNINGS PER SHARE
The  following  table  sets forth the computation  of  basic  and
diluted net earnings per common share:

                                   1999         1998        1997
                            -----------   ---------- -----------
Numerator:
  Net earnings             $ 29,580,000  $ 7,385,000 $16,009,000
                           ============  =========== ===========
Denominators:
  Denominator for basic
   earnings per share -
   weighted-average shares
   outstanding               22,590,428   22,800,389  23,250,332
  Effect of dilutive
   securities:
   Stock options                420,252      530,653     115,043
                           ------------  ----------- -----------
  Denominator for diluted
   earnings per share -
   adjusted weighted-
   average shares
   outstanding               23,010,680   23,331,042  23,365,375
                           ============  =========== ===========
Net earnings per common
  share-basic              $       1.31  $       .32 $       .69
                           ============  =========== ===========
Net earnings per common
  share-diluted            $       1.29  $       .32 $       .69
                           ============  =========== ===========

<PAGE 65-66>

NOTE 20.QUARTERLY RESULTS (UNAUDITED)
The  quarterly  results  of operations, the  dividends  paid  per
share,  and the market price range of the Company's common  stock
as  reported  on  the New York Stock Exchange for each  quarterly
period of the past three fiscal years are set forth below.

In thousands (except   First    Second   Third    Fourth
per share amounts)    Quarter  Quarter  Quarter   Quarter    Year
--------------------- -------  -------  -------   -------  -------
1999
Sales and service
 revenue              $153,659 $150,590 $140,799  $149,570 $594,618
Gross profit            63,104   61,988   59,390    61,335  245,817
Net earnings             6,722    7,735    7,045     8,078   29,580
Net earnings per
common share
 Basic                     .30      .34      .31       .36     1.31
 Diluted                   .29      .33      .31       .36     1.29
Dividends paid per
 share                     .08      .08      .08       .08      .32
Stock price    -High  29 15/16   28 7/8  26 1/16  20 15/16 29 15/16
               -Low    22 5/16       19   19 1/8    17 3/8   17 3/8
                       --------------------------------------------
1998
Sales and service
 revenue               $98,961 $106,392 $104,836  $120,291 $430,480
Gross profit            43,056   47,037   48,792    54,110  192,995
Net earnings (loss)
 1,2                     4,571    5,496    6,215   (8,897)    7,385
Net earnings (loss)
per common share 1,2
 Basic 3                   .20      .24      .28     (.38)      .32
 Diluted                   .19      .24      .27     (.38)      .32
Dividends paid per
 share                     .08      .08      .08       .08      .32
Stock price    -High    21 3/8   24 1/2 21 15/16    29 1/4   29 1/4
               -Low     16 3/8  19 1/16 17 11/16   18 5/16   16 3/8
                       --------------------------------------------
1997
Sales and service
 revenue               $85,808  $94,951  $94,591  $105,567 $380,917
Gross profit            36,666   42,529   42,309    47,011  168,515
Net earnings 4           1,603    5,135    4,144     5,127   16,009
Net earnings per
 common share 4
 Basic                     .07      .22      .18       .22      .69
 Diluted                   .07      .22      .18       .22      .69
Dividends paid per
 share                     .08      .08      .08       .08      .32
Stock price    -High    17 5/8   14 7/8   15 7/8    17 1/2   17 5/8
               -Low     13 7/8       13   13 3/8    13 7/8       13
                        --------------------------------------------

1  Net earnings for the first quarter of fiscal year 1998 included
     a  gain  of  approximately $1,000,000 after taxes  ($.04  per
     diluted share) from the final settlement of the Company's  UK
     patent litigation with Lectra Systemes S.A. of France.

2  Net  earnings  for  the  fourth quarter  of  fiscal  year  1998
     included  a  non-recurring special  charge  of  approximately
     $16,300,000  after taxes ($.70 per diluted  share)  from  the
     write-down  of certain assets upon the sale of the  Company's
     Gerber   Systems  unit,  which  comprised  the  imaging   and
     inspection systems product class.

3 The   quarterly  earnings  per  share  information  is  computed
     separately  for each period.  Accordingly, the  sum  of  such
     quarterly  earnings  per share amounts may  differ  from  the
     total for the year.

4  Net  earnings  for  the  second quarter  of  fiscal  year  1997
     included  a gain of $1,032,000 after taxes ($.04 per  diluted
     share) from life insurance benefits the Company received upon
     the death of Mr. H. Joseph Gerber.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE.

     None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

       The   information  required  by  Item   10   relating   to
identification of directors is incorporated herein  by  reference
to  the  information  contained under the  caption  "Election  of
Directors"  in the Company's 1999 Annual Meeting Proxy Statement,
which  will be filed within 120 days of the Company's  April  30,
1999 fiscal year-end.

      Identification  of executive officers appears  below.   All
officers  serve  at the pleasure of the Board of Directors.   The
following  table  presents  the name  and  age  of  each  of  the
Company's  executive officers, their present positions  with  the
Company  and  date  of  initial appointment  thereto,  and  other
positions  held  during the past five years, including  positions
held with other companies and with subsidiaries of the Company.

<PAGE 67>

                     Present Position
                       and Date of        Other Positions Held
                         Initial                 During
Name and Age           Appointment          Last Five Years
--------------         -----------          ---------------
Michael J. Cheshire  Chairman (Sept.   President and Chief
(50)                 25, 1998) and     Operating Officer;
                     Chief Executive   President, General Signal
                     Officer (June 1,  Electrical Group;
                     1998)             President, General Signal
                                       Electrical Power Systems
                                       Group

Fredric K. Rosen     Senior Vice       President, Gerber
(60)                 President         Technology, Inc.
                     (September 5,
                     1990)

Shawn M. Harrington  Senior Vice       President and Chief
(45)                 President         Operating Officer, Gerber
                     (March 20, 1997)  Coburn Optical, Inc.; Vice
                                       President, Finance and
                                       Operations, Gerber
                                       Optical, Inc.

Charles M. Hevenor   Senior Vice       President, Gerber
(58)                 President         Scientific Products, Inc.;
                     (May 1, 1998)     Executive Vice President
                                       and General Manager,
                                       Gerber Scientific
                                       Products, Inc.; Senior
                                       Vice President, Software
                                       and Systems, Gerber
                                       Scientific Products, Inc.

Richard F. Treacy,   Senior Vice       None
Jr. (54)             President,
                     General Counsel
                     and Secretary
                     (June 1, 1994)

Gary K. Bennett      Senior Vice       Vice President; Treasurer
(48)                 President,        and Corporate Controller
                     Finance
                     (August 19,
                     1996)

<PAGE 68>

David J. Gerber      Vice President,   Director, New Business
(38)                 Business          Development and Technology
                     Development and   Strategy; Secretary and
                     Technology        Attorney
                     Strategy
                     (March 19, 1998)

Bernard J. Demko     Vice President,   Vice President, Finance,
(41)                 Corporate         Gerber Technology, Inc.
                     Controller
                     (June 1, 1998)

Becket Q. McNab      Vice President,   Director, Human Resources,
(40)                 Human Resources   Nabisco International;
                     (May 10, 1999)    Manager, Resourcing,
                                       PepsiCo (Europe)

ITEM 11.  EXECUTIVE COMPENSATION.

      The  information required by Item 11 is incorporated herein
by  reference  to  the information contained  under  the  caption
"Executive  Compensation and Transactions" in the Company's  1999
Annual  Meeting Proxy Statement, which will be filed  within  120
days of the Company's April 30, 1999 fiscal year-end.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT.

      The  information required by Item 12 is incorporated herein
by  reference  to  the information contained under  the  captions
"Voting  Rights  and  Principal Shareholders"  and  "Election  of
Directors"  in the Company's 1999 Annual Meeting Proxy Statement,
which  will be filed within 120 days of the Company's  April  30,
1999 fiscal year-end.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      The  information required by Item 13 is incorporated herein
by  reference  to  the information contained  under  the  caption
"Certain Relationships and Related Transactions" in the Company's
1999  Annual Meeting Proxy Statement, which will be filed  within
120 days of the Company's April 30, 1999 fiscal year-end.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
          REPORTS ON FORM 8-K.

     (a)  The following documents are filed as part of this report:

<PAGE 69>

                                                             Page
                                                             ----
     1.   Financial Statements:

          Consolidated Statements of Earnings for the years
          ended April 30, 1999, 1998, and 1997. . . . . . . . .34
          Consolidated Balance Sheets at April 30, 1999 and
          1998. . . . . . . . . . . . . . . . . . . . . . . 35-36
          Consolidated Statements of Changes in Shareholders'
          Equity for the years ended April 30, 1999, 1998,
          and 1997. . . . . . . . . . . . . . . . . . . . . 37-38
          Consolidated Statements of Cash Flows for the years
          ended April 30, 1999, 1998, and 1997. . . . . . . 39-40
          Independent Auditors' Report . . . . . . . . . . . . 42
          Summary of Significant Accounting Policies and
          Notes to Consolidated Financial Statements. . . . 43-66

     2.   Financial Statement Schedules:
          All  financial statement schedules are omitted  because
          they are not applicable or the required information  is
          shown in the consolidated financial statements or notes
          thereto.

     3.   Exhibits
          2.1    Stock  Purchase Agreement among Gerber  Optical,
                 Inc.,  Coburn Optical Industries, Inc.  and  The
                 Other  Parties Hereto, dated as of February  27,
                 1998.

          2.2    Recommended Cash Offers by Schroders  on  behalf
                 of Gerber Scientific, Inc. for Spandex PLC.

          3.1    Restated  Certificate  of Incorporation  of  the
                 Company.

          3.2    Restated By-laws of the Company.

          4.1*   Agreement pursuant to S-K Item 601(b) (4)  (iii)
                 (A)  to provide to the Commission, upon request,
                 copies   of   certain  other  instruments   with
                 respect  to long-term debt where the  amount  of
                 securities    authorized   under    each    such
                 instrument  does not exceed 10  percent  of  the
                 total   assets   of  the  Registrant   and   its
                 subsidiaries on a consolidated basis.

          10.1   Gerber  Scientific,  Inc.  1982  Employee  Stock
                 Plan.

          10.2*  Gerber  Scientific,  Inc.  1992  Employee  Stock
                 Plan, As Amended.

          10.3   Gerber   Scientific,  Inc.   1992   Non-Employee
                 Director Stock Option Plan.

<PAGE 70>

          10.4   Gerber   Scientific,  Inc.   and   Participating
                 Subsidiaries Deferred Compensation Plan.

          10.5*  Gerber Scientific, Inc. and Participating Subsidiaries
                 Supplemental Pension Benefit Plan.

          10.6   Employment  Agreement dated as  of  January  29,
                 1997   between  the  Company  and   Michael   J.
                 Cheshire.

          10.7*  Amendment to the Employment Agreement  dated  as
                 of  January  29,  1997 between the  Company  and
                 Michael J. Cheshire effective June 1, 1998.

          10.8*  Amendment to the Employment Agreement  dated  as
                 of  January  29,  1997 between the  Company  and
                 Michael J. Cheshire effective June 29, 1999.

          10.9   Consulting  Agreement between  the  Company  and
                 David J. Logan commencing July 18, 1996.

          10.10  Gerber   Scientific,   Inc.   1999-2001   Annual
                 Incentive Bonus Plan.

          10.11* $235,000,000 Credit Agreement Dated  as  of  May
                 15,  1998  between Gerber Scientific,  Inc.  and
                 the Banks Listed Herein and Wachovia Bank, N.A.

          22.1*  Subsidiaries of the Registrant.

          23.1*  Consent of Independent Auditors.

          27.1*  Financial Data Schedule.

     (b)  No  reports  on  Form 8-K were filed  during  the  last
          quarter of fiscal year 1999.

     (c)  See Item 14(a) 3. above.

     (d)  See Item 14(a) 2. above.

     *Filed herewith.

<PAGE 71>

                           SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                                   GERBER SCIENTIFIC, INC.
                                   -----------------------
                                       (Registrant)

                                   BY:  /s/ Gary K. Bennett
                                        --------------------
Date:  July 26, 1999                    Gary K. Bennett
--------------------                    Senior Vice President,
                                        Finance (Principal
                                        Financial and Accounting
                                        Officer)

Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this report has been signed below by the following persons
on  behalf  of the Registrant and in the capacities  and  on  the
dates indicated:

       Date              Signature                     Title
       ----             -----------                    -----
  July 26, 1999   /s/ Michael J. Cheshire  Chairman, Director,
  -------------   -----------------------  President and Chief
                  (Michael J. Cheshire)    Executive Officer
                                           (Principal Executive
                                           Officer)


  July 26, 1999   /s/ George M. Gentile    Director
  -------------   -----------------------
                  (George M. Gentile)

  July 26, 1999   /s/ W. Jerome Vereen     Director
  -------------   -----------------------
                  (W. Jerome Vereen)

  July 26, 1999   /s/ A. Robert Towbin     Director
  -------------   -----------------------
                  (A. Robert Towbin)

  July 26, 1999   /s/ David J. Gerber      Director, Vice President,
  -------------   -----------------------  Business Development and
                  (David J. Gerber)        Technology Strategy

  July 26, 1999   /s/ Edward E. Hood, Jr.  Director
  -------------   -----------------------
                  (Edward E. Hood, Jr.)

  July 26, 1999   /s/ David J. Logan       Director
  -------------   -----------------------
                  (David J. Logan)

<PAGE 72>

  July 26, 1999   /s/ Donald P. Aiken      Director
  -------------   -----------------------
                  (Donald P. Aiken)

  July 26, 1999   /s/ Carole F. St. Mark   Director
  -------------   -----------------------
                  (Carole F. St. Mark)

  July 26, 1999   /s/ Gary K. Bennett      Senior Vice President,
  -------------   -----------------------  Finance
                  (Gary K. Bennett)        (Principal Financial and
                                           Accounting Officer)

<PAGE 73>

                          EXHIBIT INDEX

 Exhibit
  Index
  Number                        Exhibit                      Page
 -------                        -------                      ----
   2.1      Stock  Purchase Agreement among Gerber Optical,
            Inc.,  Coburn Optical Industries, Inc. and  The
            Other Parties Hereto, dated as of February  27,
            1998  (incorporated  herein  by  reference   to
            Exhibit  2  to the Company's Current Report  on
            Form 8-K dated March 9, 1998).

   2.2      Recommended Cash Offers by Schroders on  behalf
            of  Gerber  Scientific, Inc.  for  Spandex  PLC
            (incorporated herein by reference to Exhibit  2
            to  the  Company's Current Report on  Form  8-K
            dated May 20, 1998).

   3.1      Restated  Certificate of Incorporation  of  the
            Company  (incorporated herein by  reference  to
            Exhibit  3.1 to the Company's Quarterly  Report
            on  Form 10-Q for the quarter ended January 31,
            1999).

   3.2      Restated  By-laws of the Company  (incorporated
            herein  by  reference to  Exhibit  3.2  to  the
            Company's Quarterly Report on Form 10-Q for the
            quarter ended January 31, 1999).

   4.1*     Agreement pursuant to S-K Item 601(b) (4) (iii)
            (A) to provide to the Commission, upon request,
            copies   of  certain  other  instruments   with
            respect  to long-term debt where the amount  of
            securities   authorized   under    each    such
            instrument  does not exceed 10 percent  of  the
            total   assets  of  the  Registrant   and   its
            subsidiaries on a consolidated basis.

   10.1     Gerber  Scientific,  Inc. 1982  Employee  Stock
            Plan  (incorporated herein by reference to  the
            Company's  Registration Statement on Form  S-8,
            File  No.  2-93695 and Post-Effective Amendment
            No. 1 to the Registration Statement).

   10.2*    Gerber  Scientific,  Inc. 1992  Employee  Stock
            Plan, As Amended.

   10.3     Gerber   Scientific,  Inc.  1992   Non-Employee
            Director Stock Option Plan (incorporated herein
            by  reference  to  Exhibit B to  the  Company's
            Definitive  Proxy Statement filed in connection
            with  the  Annual Meeting of Shareholders  held
            September  24,  1992, File No.  1-5865  and  by
            reference   to   the   Company's   Registration
            Statement on Form S-8, File No. 333-81447).

<PAGE 74>

   10.4     Gerber   Scientific,  Inc.  and   Participating
            Subsidiaries    Deferred   Compensation    Plan
            (incorporated  herein by reference  to  Exhibit
            4.2 to the Company's Registration Statement  on
            Form S-8, File No. 333-42879).

   10.5*    Gerber Scientific, Inc. and Participating Subsidiaries
            Supplemental Pension Benefit Plan.

   10.6     Employment  Agreement dated as of  January  29,
            1997   between  the  Company  and  Michael   J.
            Cheshire  (incorporated herein by reference  to
            Exhibit 10 to the Company's quarterly report on
            Form  10-Q  for the quarter ended  January  31,
            1997).

   10.7*    Amendment to the Employment Agreement dated  as
            of  January  29, 1997 between the  Company  and
            Michael J. Cheshire effective June 1, 1998.

   10.8*    Amendment to the Employment Agreement dated  as
            of  January  29, 1997 between the  Company  and
            Michael J. Cheshire effective June 29, 1999.

   10.9     Consulting  Agreement between the  Company  and
            David   J.  Logan  commencing  July  18,   1996
            (incorporated  herein by reference  to  Exhibit
            10.7  to  the Company's Annual Report  on  Form
            10-K for the year ended April 30, 1997).

   10.10    Gerber   Scientific,  Inc.   1999-2001   Annual
            Incentive  Bonus Plan (incorporated  herein  by
            reference   to  Appendix  A  to  the  Company's
            Definitive  Proxy Statement filed in connection
            with  the  Annual Meeting of Shareholders  held
            September 25, 1998, File No. 1-5865).

   10.11*   $235,000,000  Credit  Agreement  Dated  as   of
            May  15,  1998 between Gerber Scientific,  Inc.
            and  the Banks Listed Herein and Wachovia Bank,
            N.A.

   22.1*    Subsidiaries of the Registrant.

   23.1*    Consent of Independent Auditors.

   27.1*    Financial Data Schedule.

   *Filed herewith.