July 22, 1997

                                    YREND/10K97EDG



<PAGE>1






                                        July 25, 1997





          Securities & Exchange Commission
          Judiciary Plaza
          450 Fifth Street, N.W.
          Washington, DC  20549

                            Re:  Gerber Scientific, Inc.
                                 Commission File No. 1-5865

          Gentlemen:

          Pursuant   to  regulations   of  the   Securities  and   Exchange
          Commission,  submitted herewith  for filing  on behalf  of Gerber
          Scientific, Inc.  (the "Company") is the  Company's Annual Report
          on Form 10-K for the fiscal year ended April 30, 1997.  

          This filing  is  being effected  by  direct transmission  to  the
          Commission's EDGAR System.


                                        Very truly yours,


                                        /s/ Gary K. Bennett


                                        Gary K. Bennett
                                        Senior Vice President, Finance


<PAGE>2


                   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, 1997             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 share   New York Stock Exchange

       At June 30, 1997, 23,334,025 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
       $392,500,000.   Excluded  from this  amount is  voting stock  having an
       aggregate market value of approximately $68,300,000 (representing 14.8%
       of the  outstanding voting stock) which  is owned by the  estate of the
       Company's founder and  former President  and Chairman of  the Board  of
       Directors and  his family, 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 /  /. 

                         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) 1997 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, 1997




        PART I                                                            PAGE

        Item  l.      Business  . . . . . . . . . . . . . . . . . . .       1
        Item  2.      Properties  . . . . . . . . . . . . . . . . . .       8
        Item  3.      Legal Proceedings . . . . . . . . . . . . . . .       9
        Item  4.      Submission of Matters to a Vote of Security
                      Holders . . . . . . . . . . . . . . . . . . . .       9
                      Executive Officers of the Registrant  . . . . .       9


        PART II

        Item  5.      Market for the Registrant's Common Equity
                      and Related Stockholder Matters . . . . . . . .       9
        Item  6.      Selected Financial Data . . . . . . . . . . . .      10
        Item  7.      Management's Discussion and Analysis of
                      Financial Condition and Results of Operations .      11
        Item  8.      Financial Statements and Supplementary Data . .      19
        Item  9.      Changes in and Disagreements with Auditors   
                      on Accounting and Financial Disclosure  . . . .      47


        PART III

        Item 10.      Directors and Executive Officers of the
                      Registrant  . . . . . . . . . . . . . . . . . .      47
        Item 11.      Executive Compensation  . . . . . . . . . . . .      48
        Item 12.      Security Ownership of Certain Beneficial
                      Owners and Management . . . . . . . . . . . . .      49
        Item 13.      Certain Relationships and Related
                      Transactions  . . . . . . . . . . . . . . . . .      49


        PART IV

        Item 14.      Exhibits, Financial Statement Schedules, and
                      Reports on Form 8-K . . . . . . . . . . . . . .      49
                      Signatures  . . . . . . . . . . . . . . . . . .      51




<PAGE>4                                            


                               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 designs, develops, manufactures,
           markets,  and services computer-aided design and computer-aided
           manufacturing  (CAD/CAM) systems  to  automate the  design  and
           production processes  in  a broad  range  of industries.    The
           Company's principal manufacturing and administrative facilities
           are located in Connecticut.

               The  Company conducts its  business primarily  through four
           wholly   owned   operating   subsidiaries.     Gerber   Garment
           Technology,   Inc.   (GGT)  designs,   develops,  manufactures,
           markets,  and services computer-controlled systems and software
           for   product   design,  marker-making   (nesting),  spreading,
           labeling,  cutting,  and handling  flexible materials,  such as
           fabrics and  composites, in the apparel, aerospace, automotive,
           furniture,  and other industries.   Gerber Scientific Products,
           Inc.  (GSP)  designs,  develops,  manufactures,   markets,  and
           services microprocessor- and PC-controlled  production systems,
           software, and aftermarket supplies  for the signmaking, graphic
           arts,   and   screenprinting   industries.      Gerber  Systems
           Corporation (GSC) designs, develops, manufactures, markets, and
           services  interactive imaging  and inspection  systems  for the
           electronics   and  commercial  printing   industries.    Gerber
           Optical,  Inc.  designs, develops,  manufactures,  markets, and
           services computer-controlled production systems and aftermarket
           supplies for the ophthalmic lens manufacturing industry.

               The   Company  has   foreign  subsidiaries   which  provide
           marketing and field service support for the Company's products.
           These subsidiaries  are  located in  Belgium,  Germany,  Italy,
           France, Portugal,  the United Kingdom, Sweden,  Canada, Mexico,
           Australia, New  Zealand, and Hong Kong.  The Company also has a
           subsidiary in Denmark which performs manufacturing operations.

               As of April  30, 1997, the Company  had approximately 1,900
           regular, full-time employees. 

               On February 12, 1997, the Company's GGT 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 GGT.
           Cutting  Edge manufactures high-performance single layer fabric
           cutting   systems  for   the  industrial   fabric,  automotive,
           furniture,  apparel, and composite  materials industries.   GGT
           has continued to develop, manufacture, market, and support  the
           Cutting Edge product lines.

                                          1

<PAGE>5

               On September 1, 1994, GGT acquired the outstanding stock of
           Microdynamics,  Inc.   (Microdynamics)  of  Dallas, Texas,  and
           subsequently merged  that company into GGT.   The Microdynamics
           purchase price was approximately  $8.5 million plus  additional
           contingent cash consideration based on the earnings performance
           of a certain acquired product  line over the three-year  period
           following the date of acquisition.  Microdynamics was a leading
           supplier of  computer-aided design  (CAD), graphic  design, and
           product management systems for the apparel, footwear, and other
           sewn  goods   industries.    GGT  has   continued  to  develop,
           manufacture,  market,  and  support the  Microdynamics  product
           lines.

               On March  1, 1994, GGT  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 GGT known as GGT-Niebuhr A/S, which has continued
           to manufacture, market, and support Niebuhr equipment.

           Information About Industry Segments

               The Company designs,  develops, manufactures, markets,  and
           services  CAD/CAM  factory  automation systems,  software,  and
           related aftermarket supplies  for a wide  range of  industries,
           including   apparel,    automotive,   aerospace,   electronics,
           commercial printing, ophthalmic, graphic  arts, screenprinting,
           and  signmaking.  No  other segment of  the Company constituted
           10 percent  or more of revenue or net earnings in the Company's
           last three fiscal years.

               The  Company's principal  CAD/CAM products  consist of  the
           following: cutting,  nesting, spreading, and  material handling
           systems;  microprocessor-  and  PC-controlled   signmaking  and
           graphic   arts  systems;  interactive  imaging  and  inspection
           systems; and  ophthalmic lens manufacturing systems.   For each
           of  the  Company's last  three  fiscal  years, the  approximate
           percentage of consolidated sales and service  revenue accounted
           for by these classes of  products and their related aftermarket
           supplies was as follows:
                                                   1997   1996   1995
                                                   ----   ----   ----
           Cutting, nesting, spreading, and 
             material handling systems              51%    54%    57%
           Microprocessor- and PC-controlled
             signmaking and graphic arts systems    30%    30%    29%
           Interactive imaging and inspection
             systems                                12%    10%     8%
           Ophthalmic lens manufacturing systems     7%     6%     6%





                                          2

<PAGE>6

           CAD/CAM  Cutting, Nesting,  Spreading,  and  Material  Handling
           Systems

               The Company produces computer-controlled material spreading
           and cutting systems for the apparel, aerospace, automotive, and
           other industries that  manufacture with sewn  goods.   Material
           spreading systems enhance cutting room efficiency by automating
           the preparation  of multiple layers of material for the cutting
           table.    The  Company's  computer-controlled  cutting  systems
           accurately  cut  parts out  of  single and  multiple  layers of
           flexible  materials,   such  as  textiles,   vinyls,  plastics,
           fiberglass,   and   advanced   composite  materials,   quickly,
           efficiently,  and  with  more precision  than  the  traditional
           methods of hand cutting or die cutting.

               The  Company'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.

               The  Company  also produces  several  related hardware  and
           software  products for the  sewn goods  industries.   Among the
           software products  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.  

           CAD/CAM  Microprocessor-  and   PC-Controlled  Signmaking   and
           Graphic Arts Systems

               The Company's microprocessor- and  PC-controlled production
           systems  and   software  bring  computer   automation  to   the
           signmaking, screenprinting,  and graphic arts industries.   The
           Company produces  a full range of  automated lettering systems,
           software, plotters, routers, and color  digital imaging systems
           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 signmaking vinyl.

               The  Company  also  sells  aftermarket  supplies  to  these
           industries, including 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.







                                          3

<PAGE>7

           CAD/CAM Interactive Imaging and Inspection Systems

               The    Company    produces    interactive    computer-based
           photoplotting systems  that automate the production of artwork,
           tooling, and  documentation  for printed  circuit  board  (PCB)
           manufacturers.   Photoplotting systems  image  with a  beam  of
           light on  photographic film or  glass.   They are  used in  the
           electronics  industry   for    producing  master   artwork  and
           associated  manufacturing  aids  for  PCBs,  micropackaging  of
           microchips and ultra-large  scale integrated circuits, and  for
           various  other  applications  requiring accurate,  high-quality
           graphic masters.   The Company also  produces automatic optical
           inspection systems which  are used for  quality control in  PCB
           manufacturing.    These  systems  perform  an  on-line   defect
           analysis  by comparing  a  PCB or  its  artwork master  to  the
           original computer-aided design database.
            
               The  Company also  produces laser  imaging systems  for the
           commercial printing industry  that are used  to expose  digital
           printing  plates,  enabling direct  computer-to-plate printing.
           These  systems enable printing plates to be imaged in a digital
           work flow environment, eliminating the necessity to expose film
           to make  a plate  for the  printing press.   The result  is the
           elimination of a  number of  steps in the  printing process,  a
           reduction  in waste,  and an  improvement in  press efficiency,
           providing cost savings and faster job turnaround for commercial
           printers.  

           CAD/CAM Ophthalmic Lens Manufacturing Systems

               The  Company  produces  innovative, high-technology  system
           solutions in  the manufacture  of  prescription eyewear.    The
           ophthalmic manufacturing systems offered by the Company 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 software.
           The markets for the Company's ophthalmic manufacturing  systems
           include  wholesale  optical  laboratories  and  optical  retail
           chains and superstores.

           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,  1997,  1996,  and  1995  were   $30,415,000,
           $25,771,000,  and $26,009,000, respectively.   The Company also
           received and expended  approximately $736,000, $1,373,000,  and
           $3,109,000  for the years ended April 30, 1997, 1996, and 1995,
           respectively,  for  customer-funded  research  and  development
           projects.

                                         4

<PAGE>8

           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,    and   the   Far   East,   and   independent   sales
           representatives  and agents in various parts of the world.  The
           Company's  microprocessor-  and  PC-controlled  signmaking  and
           graphic  arts  systems  are  sold  principally  to  independent
           distributors for resale  by them.  Domestic sales personnel are
           located in  a number of  cities, including Hartford,  New York,
           Atlanta,  Chicago,  Dallas, and  Los  Angeles.   The  Company's
           foreign sales and service subsidiaries are located in  Belgium,
           Germany, Italy, France,  Portugal, the United Kingdom,  Sweden,
           Canada, Mexico,  Australia, New  Zealand, and  Hong Kong.   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  which might  adversely affect  the Company's
           business.   The  Company believes  that, if required,  it could
           develop alternative  sources of supply for  the materials which
           it uses.

           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. The  Company has  pending lawsuits in  the United
           States and elsewhere where the  Company alleges that others are
           violating  one or  more  of its  patents.   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 considered as
           a whole.  
               The  Company  believes  that  its  success  depends,  to  a
           significant   extent,  on  the   innovative  skills,  technical
           competence, and marketing abilities of its personnel.




                                           5

<PAGE>9


               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  portion  of  the  Company's  business  is  subject   to
           significant seasonal fluctuation.

           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   which  are   financed   by   third-party   financial
           institutions.   These leases are generally  for three- to five-
           year  terms.  The  Company has recourse  obligations for leases
           which  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 sale  of microprocessor-  and PC-controlled  signmaking and
           graphic  arts systems,  for which  the Company's  customers are
           primarily  independent  distributors.     No  single   customer
           accounted for 10 percent or  more of the Company's consolidated
           revenue  in 1997, 1996, or 1995.  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.

           Backlog

               The  Company's  backlog  of  orders  considered  firm   was
           approximately  $56,800,000 at  April  30,  1997, compared  with
           $48,700,000 at  April 30, 1996.  Substantially  all the backlog
           at  April 30, 1997, is  scheduled for delivery  in fiscal 1998.
           The Company records as  backlog firm orders from  customers for
           delivery  at specified  dates.   Historically, the  Company has
           experienced few cancellations of orders.  

           Competition

               The Company competes  in a  variety of markets  and with  a
           variety  of other  companies.   In  certain  of these  markets,
           competitors  are larger and  have greater financial, marketing,
           and technological resources than  the Company.  In  the markets
           the  Company  serves,  the  principal  competitive  factors are
           product  performance,  price,  customer  support,  and  company
           reputation.



                                         6

<PAGE>10


               The  Company  believes that  it  is  the largest  worldwide
           supplier   to   the   apparel   and   allied   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 which the Company
           believes may  have infringed  the  Company's patents,  and  the
           Company has lawsuits pending against such competitors.

               In  the marketplace  for microprocessor-  and PC-controlled
           signmaking and  graphic arts  systems,  the Company  holds  the
           predominant  market   position.    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 also  produces laser  imaging systems  for the
           electronics  and  commercial  printing  industries.     In  the
           electronics  marketplace, there are  significant competitors in
           the manufacture and sale  of laser imaging systems  for printed
           circuit board  manufacturing.  The Company's  automated optical
           inspection equipment  for  this  market  also  has  significant
           competition, primarily from  foreign-based manufacturers.    At
           the present time, the Company believes its direct  computer-to-
           printing plate laser imaging system for the commercial printing
           industry  has a leading position.  There is competition in this
           market and the Company anticipates that additional  competition
           from larger companies will emerge.  

               The Company's ophthalmic manufacturing systems, used in the
           manufacture  of eyeglass  lenses, face  entrenched competition.
           The Company  believes that  its  leadership in  technology  has
           enabled it to become the major supplier of computerized surface
           blocking  systems,  three-axis  lens  generating  systems,  and
           three-axis edge polishing systems in the United States.  

               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.

           Financial Information About Foreign and Domestic Operations and
           Export Sales

               The financial information  required by Item  1 relating  to
           export sales is  included in Note 1,  "Products and Operations"
           of  "Summary of  Significant Accounting  Policies and  Notes to
           Consolidated Financial Statements" appearing on page 28 of this
           Form 10-K.

                                          7

<PAGE>11


               The  approximate  percentage   of  consolidated  sales  and
           service  revenue from  foreign (i.e.,  non-U.S.) customers  for
           each of the last three fiscal years was as follows:

                                                   1997   1996    1995
                                                   ----   ----    ----

              Percentage of consolidated sales
                and service revenue from
                foreign customers                   48%    49%     48%

               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  foreign  product  sales   have
           generally  been made in U.S.  dollars, but for certain products
           and  territories (principally  in Western Europe),  the Company
           has made sales in local currencies.  The Company has  a program
           to hedge such sales through the use of forward foreign currency
           exchange contracts.  


           Item 2.  Properties.

               The Company's  principal  operations are  conducted in  the
           following facilities: 

                   Type of Facility                     Location    
           --------------------------------        -----------------

           Manufacturing/office (O)                South Windsor, CT
                                                    (4 sites)
           Manufacturing/office (O)                Tolland, CT
           Manufacturing/office (O)                Manchester, CT
           Manufacturing/office (L)                Ikast, Denmark
           Manufacturing/office (L)                Marblehead, MA
           Service/office (O)                      Richardson, TX
           Warehouses/sales and service
             offices (L)                           Various
           -----------------------
           (O) Company owned
           (L) Leased

               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 $2,668,000  in  the fiscal  year
           ended April 30, 1997.

                                          8

<PAGE>12

               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, 1997,  the aggregate  rental
           under such leases was  $1,420,000.  The Company fully  utilizes
           such machinery and equipment.  

           Item 3.  Legal Proceedings.

               Various  lawsuits, claims, and governmental proceedings are
           pending against the  Company.  Certain of  these matters relate
           to the Company's patents.   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,  "Deferred Litigation
           Award,"  of the  "Notes to  Consolidated Financial  Statements"
           appearing on page 32 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, 1997.

           Executive Officers of the Registrant.

               Included  in Part  III, Item  10, "Directors  and Executive
           Officers of the Registrant"  appearing on page 47 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  1,575 at  April  30,  1997.    The  other  information
           required  by Item 5 is  included in Part  II, Item  8, Note 17,
           "Quarterly Results (Unaudited)" of  the "Notes to  Consolidated
           Financial Statements" appearing on page 44 of this Form 10-K.  

                                          9

<PAGE>13

     Item 6.  Selected Financial Data.

     Five Year Financial Summary

     In thousands except
     per share amounts                 For years ended April 30
                            ---------------------------------------------------
                           1997       1996       1995       1994       1993
                                             
     Sales and service
     revenue            $380,917   $ 359,120  $ 322,708  $ 260,734  $ 254,365

     Net earnings 1-3     16,009      19,868     18,111     15,321      8,336

     Net earnings per
     common share 1-3        .69         .84        .76        .64        .35

     Cash dividends per 
     common share            .32         .32        .30        .23        .20

     Total assets        325,215     312,988    324,428    286,443    269,981

     Long-term debt        7,145       7,338      7,531      7,724      7,916

     Shareholders'
     equity             $248,021   $ 239,298  $ 237,302  $ 224,824  $ 215,460

     Weighted average
     common shares
     outstanding          23,365      23,689     23,950     23,967     23,918

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

     (2) Net  earnings for the  year ended  April 30,  1994 included  a $788,000
         gain ($.03  per  share) from  adopting  the  method of  accounting  for
         income  taxes required by  Statement of  Financial Accounting Standards
         No. 109.

     (3) In  the year  ended April 30,  1994, the  Company recorded a  gain as a
         result of a final judgment in  a U.S. patent infringement case  brought
         against  Lectra Systemes S.A. of  France and its U.S.  subsidiary.  The
         gain, net  of the  1994 expenses  associated with it  and after  income
         taxes, amounted to approximately $3,400,000 ($.14 per share).

                                          10

<PAGE>14

     

     Item 7.  
     Management's Discussion and Analysis of        Gerber Scientific, Inc.
     Financial Condition and Results of Operations.

     For years ended April 30, 1997, 1996, and 1995
     ----------------------------------------------------------------------
     Results of Operations  

     Consolidated revenue in 1997 was $380.9 million, an increase of $21.8
     million or 6.1 percent from $359.1 million in the prior year.  The
     increase in 1997 reflected higher product sales and a slight increase
     in service revenue.  Each of the Company's product classes experienced
     sales growth in 1997, except for the Company's line of computer-
     controlled cutting, nesting, spreading, and material handling systems. 
     The decrease in this product class was caused by the relative weakness
     in demand from the apparel industry for fabric cutting systems, which
     occurred in the first half of the year.

     The largest increase in product sales occurred in imaging systems as
     the Company continued to penetrate the commercial printing industry
     with computer-to-plate digital imaging systems.  The Company also
     continued its heavy investment in the development of this business in
     1997.  

     Increased sales of the Company's signmaking systems and aftermarket
     supplies also contributed to the 1997 sales increase.  The sales
     increase was fueled by the introduction of two new high speed
     signmaking routers and strong demand for aftermarket supplies,
     especially consumables for the GERBER EDGE, a digital imaging system
     for color printing directly on sign vinyl and other materials.

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

     In the third and fourth quarters, the Company experienced stronger
     demand, especially from the United States and certain international
     markets, for its line of computer-controlled cutting, nesting,
     spreading, and material handling systems for the apparel and related
     industries.  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 and
     production and quality requirements.


                                       11

<PAGE>15

     

     Slightly affecting year-to-year comparative sales was the Company's
     acquisition of Cutting Edge Inc. (Cutting Edge) on February 12, 1997,
     which added $2.3 million to 1997 fourth quarter and annual revenue. 
     Cutting Edge, based in Marblehead, Massachusetts, manufactures high-
     performance single layer fabric cutting systems for the industrial
     fabric, automotive, furniture, apparel, and composite materials
     industries.  In its most recent complete year prior to acquisition,
     Cutting Edge had annual sales of approximately $16 million.  Cutting
     Edge's operations were included in the Company's 1997 consolidated
     statement of earnings for the period February 12 to April 30, 1997.

     Geographically, sales gains were realized in 1997 in each of the
     Company's major markets.  Export sales to Far East customers improved
     significantly, up $5.9 million from the previous year to $42.4
     million.  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 compared with 39 percent in 1996 and 38
     percent in 1995. 

     Consolidated revenue in 1996 was $359.1 million, an increase of $36.4
     million or 11 percent from $322.7 million in 1995.  The increase in
     1996 reflected higher product sales while service revenue was
     substantially unchanged.  Revenue in 1995 included the effect of a
     change in fiscal year-end for certain of the Company's foreign
     subsidiaries which added $6.7 million to the 1995 total.  Excluding
     this amount from the comparison, year-to-year revenue increased 14
     percent from 1995 to 1996.

     Each of the Company's product classes and major geographic markets
     experienced sales growth in 1996.  The largest sales increase occurred
     in color digital imaging signmaking systems and was led by sales of
     the GERBER EDGE and related aftermarket supplies.  Also contributing
     to the higher sales in this product class was a new line of friction-
     fed plotters, which are used to cut sign images from signmaking vinyl.

     Increased sales of the Company's computer-to-plate digital imaging
     systems for the commercial printing and graphic arts industries also
     contributed to the 1996 sales increase.  Product sales gains were also
     realized in 1996 in optical lens manufacturing systems and in the
     Company's line of marker-making and fabric spreading systems for the
     apparel and allied industries. 

     Consolidated revenue in 1995 was $322.7 million, an increase of $62
     million or 24 percent from 1994.  The increase reflected a year-over-
     year improvement in sales from the Company's baseline operations, the
     acquisition of two new businesses, Microdynamics, Inc. (Microdynamics)
     and Niebuhr Maskinfabrik A/S (Niebuhr), and a change in the fiscal
     year-end for certain foreign subsidiaries.

     The sales gain in 1995 occurred in all major geographic markets but
     was particularly strong in Europe.  Export sales to European customers
     improved significantly, up $19.5 million from the previous year.  In
     total, export sales from the United States in 1995 rose $29 million or
     32 percent from the previous year.

                                       12

<PAGE>16

     

     The Niebuhr and Microdynamics acquisitions added a total of $22.7
     million to 1995 revenue.  Niebuhr was a Danish-based company that
     manufactured computerized fabric spreading equipment for the apparel
     and related industries.  In 1995, Niebuhr's operations added $10.1
     million to the Company's consolidated revenue.  Microdynamics was a
     Texas-based company and a leading supplier of computer-aided design,
     graphic design, and product management systems.  Its operations added
     $12.6 million to the Company's 1995 consolidated revenue.

     In 1995, the year-end of certain of the Company's foreign subsidiaries
     was changed from February to April to coincide with the parent
     Company's year-end.  

     Accordingly, an additional two months of operating results from these
     subsidiaries was included in the fiscal 1995 financial statements. 
     The effect of this change in year-ends was to increase sales and
     service revenue for the fourth quarter and year ended April 30, 1995
     by $6.7 million.  This change in year-ends had an insignificant effect
     on net earnings and earnings per share for these periods.

     In terms of the Company's products, the largest sales increase in 1995
     occurred in GERBERcutter fabric cutting systems for the apparel and
     allied industries, reflecting the introduction of a new series of
     GERBERcutters.  Product sales gains were also realized in the
     Company's line of marker-making systems for these same industries. 
     Other significant sources of the sales increase in 1995 were shipments
     of a new lens blocking system for the ophthalmic industry and higher
     sales of aftermarket supplies to the signmaking industry.

     Service revenue rose $7.1 million in 1995 compared with 1994. 
     Approximately one-half of this increase reflected the addition of the
     Microdynamics service business.  The additional two months of service
     revenue from the change in year-ends for certain foreign subsidiaries
     accounted for most of the remaining increase.  

     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.  Price discounting affected margins on newly
     introduced computer-to-plate digital imaging systems for the
     commercial printing market and cutting and marker-making systems for
     the apparel industry, especially in the European market.  Service
     gross profit margins increased in 1997 to 37 percent compared with
     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 earlier in the year.


                                       13

<PAGE>17

     

     The gross profit margins on product sales in 1996 were higher than in
     1995 while margins on service revenue declined slightly. The
     improvement in product margins reflected the favorable impact of
     higher sales volume in 1996, although product margins continued to be
     pressured by price discounting on sales of cutting and marker-making
     systems to the apparel industry.  Service gross margins were lower in
     1996 due to less-than-anticipated revenue growth in servicing cutting
     and marker-making systems.

     The gross profit margins on product sales in 1995 were lower than in
     1994, while margins on service revenue improved.  Contributing to the
     product margin decline in 1995 were the sales of Niebuhr fabric
     spreaders, whose margins were significantly below the Company's
     average product margin.  Higher costs of manufacturing in Denmark
     coupled with the relative strength of the Danish currency versus the
     U.S. dollar pressured the margins on this product.  Lower product
     margins in 1995 also reflected start-up costs on the early production
     runs of a new GERBERcutter series and a lens blocking system.  The
     improved service margins in 1995 reflected the addition of the
     Microdynamics service business.

     Selling, general and administrative expenses were $120.1 million or
     31.5 percent of revenue in 1997.  This compared with $111.7 million or
     31.1 percent of revenue in 1996 and $97.5 million (30.2 percent of
     revenue) in 1995.  The higher selling, general and administrative
     expenses in each year related primarily to the higher sales volume and
     also to marketing expenses associated with the introduction of new
     products, particularly computer-to-plate systems for the commercial
     printing and graphic arts industries. The additional expense of
     Cutting Edge in 1997 and the additional expenses of Niebuhr and
     Microdynamics in 1996 and 1995 also caused higher expense levels.

     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.  Research and development (R&D) expenses represented 8 percent
     of revenue in 1997 compared with 7.2 percent and 8.1 percent of
     revenue in 1996 and 1995, respectively.  R&D expenses in 1997 were
     higher than in 1996 due largely to the development of new computer-to-
     plate imaging systems.  Also contributing to higher R&D levels in 1997
     were the development of new signmaking plotters and new Windows-based
     software products for the Company's optical lens manufacturing
     systems. 

     In each of the years 1997, 1996, and 1995, the Company's debt
     obligations consisted of Industrial Revenue Bonds with short-term
     variable tax-exempt interest rates.  Since debt levels changed only
     slightly over this three-year period, the changes in the Company's
     interest expense reflected primarily the movements in short-term
     interest rates.  



                                       14

<PAGE>18

     

     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 this amount, other income in 1997 and 1996 came primarily from
     interest on investments in municipal bonds and royalty income.  In
     1995, the Company collected a damage award of $5.9 million in a patent
     infringement case related to computer-controlled cutting equipment
     brought in the United Kingdom against Lectra Systemes S.A. of France
     and its U.K. subsidiary (Lectra).  Lectra appealed this damage award
     and the Company deferred any income recognition pending the outcome of
     the appeals process.  In December 1996, a Court of Appeals decision
     required the Company to repay $3.2 million to Lectra.  The Company has
     sought the right to appeal this decision and has continued to defer
     any income recognition of the amounts involved in this litigation
     until such time as the ultimate award amount is determined.

     The statutory U.S. Federal income tax rate was 35 percent for 1997,
     1996, and 1995 while the effective income tax provision rates were
     27.9 percent, 28.7 percent, and 27.9 percent, respectively. 
     Offsetting the statutory U.S. Federal income tax rate in 1997 were
     research and development tax credits, which were reinstated through
     legislation, and the tax-exempt life insurance benefit noted above. 
     Tax-exempt interest income from the Company's municipal bond
     investments and the tax savings derived from the Company's Foreign
     Sales Corporation also offset the statutory U.S. Federal income tax
     rate in each year.  The expiration of the research and development tax
     credit in 1996 contributed to the higher tax rate in that year.

     Statements of Financial Accounting Standards No. 106, "Employers'
     Accounting for Postretirement Benefits Other Than Pensions," and No.
     112, "Employers' Accounting for Postemployment Benefits," have no
     impact on the Company's consolidated financial position or results of
     operations.  The Company does not provide postemployment or
     postretirement benefits other than through its pension plans.

     Statement of Financial Accounting Standards No. 123, "Accounting for
     Stock-Based Compensation," required the Company either to adopt a
     method of accounting for stock options at "fair value" in its
     financial statements or to retain its existing method and disclose the
     pro forma effects of this "fair value" method beginning in fiscal year
     1997.  The Company has retained its prior method of accounting for
     stock options and has included the required pro forma disclosures in
     the notes to its consolidated financial statements.  

     Statement of Financial Accounting Standards No. 128, "Earnings Per
     Share," was issued in February 1997 and is effective for financial
     statements issued for periods after December 15, 1997.  The statement
     specifies the computation, presentation, and disclosure requirements
     for earnings per share for entities with publicly held common stock. 
     The impact of the statement on earnings per share is not expected to
     be material.



                                       15

<PAGE>19


     Financial Condition

     The Company's short-term liquidity at April 30, 1997 improved slightly
     from 1996 and was considered adequate for the Company's immediate
     requirements.  Cash and short-term cash investments totaled $9.5
     million at April 30, 1997 compared with $8.7 million at April 30, 1996
     and $10.2 million at April 30, 1995.  Net working capital increased to
     $118.9 million at April 30, 1997 from $101.7 million and $78.5 million
     at April 30, 1996 and 1995, respectively.  The working capital ratio
     at April 30, 1997 was 3 to 1 compared with 2.8 to 1 and 2.1 to 1 at
     April 30, 1996 and 1995, respectively.

     Operating activities provided $8.4 million in cash in 1997.  The cash
     generated by earnings and by the non-cash charges against earnings for
     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 in 1997 were $7.4 million for
     the acquisition of Cutting Edge and $1 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.

     The net working capital position of Cutting Edge was weaker than the
     Company's and, when combined with the acquisition-related cash
     payments, slightly lowered the Company's consolidated liquidity,
     working capital, and current ratio at April 30, 1997.  In connection
     with the acquisition, the Company recorded approximately $6.7 million
     of goodwill which is being amortized on a straight-line basis over 20
     years.

     Operating activities provided $5.9 million in cash in 1996.  The cash
     generated by earnings and by the non-cash charges against earnings for
     depreciation and amortization was substantially offset by growth in
     accounts receivable and inventories related to the higher volume of
     business, and by a reduction in accounts payable related primarily to
     the timing of vendor payments.  Significant non-operating uses of cash
     in 1996 were for additions to property, plant and equipment ($12.6
     million); open market purchases of the Company's common stock
     ($11.3 million); and dividends on common stock ($7.5 million). 

     Operating activities provided $29.3 million in cash in 1995.  A
     significant use of this cash in 1995 was for the acquisitions of
     Niebuhr and Microdynamics.  The Company paid approximately $1 million
     for the Niebuhr acquisition and repaid approximately $1.1 million of
     Niebuhr's bank debt subsequent to the acquisition.  The Company paid
     approximately $8 million in 1995 for the Microdynamics acquisition and
     repaid approximately $2.2 million of its debt.





                                       16


<PAGE>20
     

     In addition to the business acquisitions and the repayments of the
     acquired companies' debt,  other significant uses of cash in 1995 were
     for additions to property, plant and equipment ($12.5 million);
     dividends on common stock ($7.1 million); additional investment in
     tax-exempt securities ($2.2 million); and open market purchases of the
     Company's common stock ($1.4 million).

     The Company's longer-term investment portfolio of tax-exempt municipal
     securities totaled $36.6 million at April 30, 1997, down from $58.9
     million at April 30, 1996.  The lower portfolio in 1997 resulted
     primarily from working capital requirements, fixed asset additions,
     and the Cutting Edge acquisition.  The securities in the investment
     portfolio had initial maturities ranging up to five and one-half years
     in length with a weighted average maturity of approximately one year
     at April 30, 1997.  These investments are classified in the
     consolidated balance sheet as a long-term asset.  The Company intends
     to hold these securities to maturity and, by doing so, expects to earn
     a higher rate of return than that provided by short-term money market
     instruments.  The pre-tax equivalent yield on this portfolio was
     approximately 7 percent at April 30, 1997.

     The additions to property, plant and equipment of $13.1 million in
     1997 were funded by operations and from the Company's investment
     portfolio.  In 1996 and 1995, the Company spent $12.6 million and
     $12.5 million, respectively, for additions to property, plant and
     equipment.  The Company expects that 1998 capital expenditures will be
     in the range of $11-$13 million and expects to fund these additions
     with cash on hand and cash generated by operations. 

     The Company has a common stock buy-back program authorized by the
     Board of Directors. Under this authorization, the Company may purchase
     up to an additional 763,000 shares of its outstanding common stock as,
     in the opinion of management, market conditions warrant.  No purchases
     of common stock were made in 1997.  In 1996 and 1995, the Company
     purchased 681,200 and 100,400 shares, respectively, for $11.3 million
     and $1.4 million.  These purchases were at average prices of $16.64
     and $13.65 per share, respectively.

     At April 30, 1997 and 1996, the Company's long-term debt consisted
     entirely of tax-exempt Industrial Revenue Bonds amounting to $7.3
     million and $7.5 million, respectively, at those dates.  The Company's
     ratio of total debt to shareholders' equity was 3 percent at April 30,
     1997 compared with 3.1 percent at April 30, 1996 and 3.3 percent at
     April 30, 1995.  The Company believes its low debt-to-equity ratio is
     an important indicator of the ability to borrow funds should needs
     arise.  Scheduled maturities of long-term debt in 1998 amount to $.2
     million, and payment is expected to be made with cash from operations.



                                       17

<PAGE>21

    

     At April 30, 1997 and 1996, the Company had a line of credit agreement
     with a major U.S. commercial bank providing for up to $20 million in
     short-term borrowings by the Company.  The Company also had a $15
     million multi-currency line of credit with a major European bank
     providing a short-term borrowing facility for certain of its European
     subsidiaries.  No amounts were borrowed against these credit lines as
     of April 30, 1997 and 1996.  Any such borrowings would bear interest
     at 1/4 percent above the London Interbank Offered Rate (LIBOR).  The
     lines of credit have commitment fees of 1/8 percent of the unused
     amounts.

     With regard to the Microdynamics acquisition in September 1995, the
     Company was contingently liable to make up to $4 million in additional
     payments on the first anniversary based upon Microdynamics' closing
     balance sheet and the realizability of certain of the acquired assets. 
     No additional payments were subsequently required under this
     provision.  The Microdynamics acquisition agreement also provides for
     additional contingent cash consideration based on the earnings
     performance of a certain acquired product line over the three-year
     period following the acquisition.  Any amounts due based upon the
     earnings-related contingency would be payable at the end of the three-
     year period.  Any contingent amounts that become payable will be
     recorded as additional goodwill and will be amortized over the
     remainder of the 20-year amortization period.

     Forward Looking Statements

     This report includes forward looking statements that describe the
     Company's business prospects.  Readers should keep in mind factors
     that could have an adverse impact on those prospects.  These include
     political, economic, or other conditions, such as recessionary or
     expansive trends, inflation rates, currency exchange rates, taxes and
     regulations and laws affecting the business, as well as product
     competition, pricing, the degree of acceptance of new products in the
     marketplace, and the difficulty of forecasting sales at various times
     in various markets.


                                       18

<PAGE>22
     

     Item 8.  Financial Statements and Supplementary Data.

     Consolidated Statement of Earnings                Gerber Scientific, Inc.


                                                      For years ended April 30  
                                                    ---------------------------

     In thousands except per share amounts
                                                     1997       1996     1995   
    -------------------------------------------------------------------------- 

    Revenue:

      Product sales                                $334,990  $314,118 $278,451
      Service                                        45,927    45,002   44,257
                                                   --------  -------- --------
                                                    380,917   359,120  322,708
                                                   --------  -------- --------
    Costs and Expenses:

      Cost of product sales                         183,472   168,710  150,637
      Cost of service                                28,930    29,627   29,000
      Selling, general and
       administrative expenses                      120,143   111,666   97,452
      Research and development expenses              30,415    25,771   26,009
                                                   --------  -------- --------
                                                    362,960   335,774  303,098
                                                   --------  -------- --------

    Operating income                                 17,957    23,346   19,610

    Other income                                      4,590     4,940    5,964
    Interest expense                                   (338)     (418)    (463)
                                                   --------  -------- --------

    Earnings before income taxes                     22,209    27,868   25,111
    Provision for income taxes                        6,200     8,000    7,000
                                                   --------  -------- --------

    Net Earnings                                   $ 16,009  $ 19,868  $18,111
                                                   ========  ======== ========

    Net Earnings Per Common Share                  $    .69  $    .84   $  .76
                                                    ========  ======== ========

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





                                          19

<PAGE>23

     Consolidated Balance Sheet                          Gerber Scientific, Inc.

                                                                  April  30     

                                                          -------------------
     In thousands except per share amounts                  1997         1996  
     ---------------------------------------------------------------------------
     Assets
     Current Assets:
       Cash and short-term cash investments               $  9,503    $  8,704
       Accounts receivable                                  92,378      74,035
       Inventories                                          62,221      63,196
       Prepaid expenses                                     13,702      12,021
                                                          --------    --------
                                                           177,804     157,956
                                                          --------    --------
     Investments and Long-Term Receivables                  37,037      59,594
                                                          --------    --------
     Property, Plant and Equipment                         121,447     109,430
       Less accumulated depreciation                        58,883      54,692
                                                          --------    --------
                                                            62,564      54,738
                                                          --------    --------
     Intangible Assets                                      56,687      48,576
       Less accumulated amortization                        10,774       9,327
                                                          --------    --------
                                                            45,913      39,249
                                                          --------    --------
     Other Assets                                            1,897       1,451
                                                          --------    --------
                                                          $325,215    $312,988
                                                          ========    ========

     Liabilities and Shareholders' Equity
     Current Liabilities:
       Notes payable                                      $     --    $     --
       Current maturities of long-term debt                    193         193
       Accounts payable                                     17,453      12,895
       Accrued compensation and benefits                    14,038      13,673
       Other accrued liabilities                            18,458      18,351
       Deferred revenue and litigation award                 6,249       8,512
       Advances on sales contracts                           2,465       2,672
                                                          --------    --------
                                                            58,856      56,296
                                                          --------    --------
     Noncurrent Liabilities:
       Deferred income taxes                                11,193      10,056
       Long-term debt                                        7,145       7,338
                                                          --------    --------
                                                            18,338      17,394
                                                          --------    --------

     Contingencies and Commitments (Notes 3, 5, 10, and 16)                

     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 and outstanding 23,306,900 and
         23,198,725 shares                                  23,307      23,199
       Paid-in capital                                      36,100      35,218
       Retained earnings                                   187,880     179,307
       Cumulative translation component                        734       1,574
                                                          --------    --------
                                                           248,021     239,298
                                                          --------    --------
                                                          $325,215    $312,988
                                                          ========    ========

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




                                          20

<PAGE>24


      Consolidated Statement of Changes
      in Shareholders' Equity                          Gerber Scientific, Inc.


                                   Common
                                   Stock,                          Cumulative
      In thousands except         $1 Par    Paid-in    Retained   Translation
      per share amounts           Value     Capital    Earnings    Component  
      --------------------------------------------------------------------------

       April 30, 1994             $ 23,828   $ 34,688   $166,771    $   (463)

       Net earnings                     --         --     18,111          --
       Foreign currency translation
         adjustment                     --         --         --       2,501 
       Dividends ($.30 per share)       --         --     (7,138)         --
       Exercise of stock options and
         related tax benefit            30        344         --          --
       Purchase and retirement of
         common stock                 (100)      (147)    (1,123)         --
                                  --------   --------   --------    --------

       April 30, 1995               23,758     34,885    176,621       2,038 

       Net earnings                     --         --     19,868          --
       Foreign currency translation
         adjustment                     --         --         --        (464)
       Dividends ($.32 per share)       --         --     (7,536)         --
       Exercise of stock options and
         related tax benefit           122      1,344         --          --
       Purchase and retirement of  
       common stock                   (681)    (1,011)    (9,646)         --
                                  --------   --------   --------    --------

       April 30, 1996               23,199     35,218    179,307       1,574
                                                                             
       Net earnings                     --         --     16,009          --    
       Foreign currency translation
         adjustment                     --         --         --        (840)   
       Dividends ($.32 per share)       --         --     (7,436)         --    
       Exercise of stock options and
         related tax benefit           108        882         --          --
                                  --------   --------   --------    --------
       April 30, 1997             $ 23,307   $ 36,100   $187,880    $    734 
                                  ========   ========   ========    ========

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


                                            21

<PAGE>25

    

         
         Consolidated Statement of Cash Flows        Gerber Scientific, Inc.

<TABLE>
<CAPTION>                     
                                                              For years ended April 30   
                                                              ------------------------------------
         In thousands                                          1997        1996       1995  
         -----------------------------------------------------------------------------------------
         <S>                                                <C>        <C>          <C> 
         Cash Provided by (Used for)

         Operating Activities:
           Net earnings                                     $ 16,009    $ 19,868    $ 18,111 
           Adjustments to reconcile net earnings to cash
            provided by operating activities:
              Depreciation and amortization                   11,752      10,810      11,365
              Deferred income taxes                            1,137         515       2,756
              Changes in operating accounts, net of
                effects of business acquisitions:
                  Receivables                                (17,320)    (10,358)     (3,830)
                  Inventories                                   (826)     (3,489)     (1,965)
                  Prepaid expenses                            (1,664)      2,289      (4,884)
                  Accounts payable and accrued expenses         (729)    (13,708)      7,788
                                                            --------    --------    --------
              Provided by Operating Activities                 8,359       5,927      29,341
                                                            --------    --------    --------
         Financing Activities:
           Purchase of common stock                               --     (11,338)     (1,370) 
           Repayments of long-term debt                         (548)       (193)       (693)
           Net short-term financing                             (595)         --      (2,755)
           Exercise of stock options                             990       1,466         374
           Dividends on common stock                          (7,436)     (7,536)     (7,138)
                                                            --------    --------    --------
              (Used for) Financing Activities                 (7,589)    (17,601)    (11,582)
                                                            --------    --------    --------
         Investing Activities:
           Long-term debt securities                          22,301      23,802      (2,224)
           Business acquisitions                              (7,384)       (486)     (9,038)
           Additions to property, plant and equipment        (13,067)    (12,647)    (12,468) 
           Intangible and other assets                        (1,614)        (14)     (2,085)
           Other long-term investments                          (207)       (485)      2,659
                                                            --------    --------    --------
              Provided by (Used for) Investing Activities         29      10,170     (23,156)
                                                            --------    --------    --------
         Increase (Decrease) in Cash and Short-Term
           Cash Investments                                      799      (1,504)     (5,397)

         Cash and Short-Term Cash Investments,
           Beginning of Year                                   8,704      10,208      15,605
                                                            --------    --------    --------
         Cash and Short-Term Cash Investments, End of Year  $  9,503    $  8,704    $ 10,208
                                                            ========    ========    ========
         See summary of significant accounting policies and notes to consolidated financial
         statements.

</TABLE>

      

                                                     22

<PAGE>26

     

     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 Peat Marwick 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.








                                       23

<PAGE>27

     

     Independent Auditors' Report                                          
     ----------------------------------------------------------------------

     To the Board of Directors and Shareholders of 
     Gerber Scientific, Inc.

     We have audited the accompanying consolidated balance sheet of Gerber
     Scientific, Inc. and subsidiaries as of April 30, 1997 and 1996 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, 1997.  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, 1997 and
     1996 and the results of their operations and their cash flows for each
     of the years in the three-year period ended April 30, 1997 in
     conformity with generally accepted accounting principles.








     /s/ KPMG Peat Marwick LLP


     KPMG Peat Marwick LLP
     Hartford, Connecticut
     May 22, 1997





                                       24

<PAGE>28

     

     Summary of Significant Accounting Policies and                            
     Notes to Consolidated Financial Statements          Gerber Scientific, Inc.
     ---------------------------------------------------------------------

     Basis of Consolidation

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

     In fiscal years 1997 and 1996, foreign subsidiaries were consolidated
     on the basis of fiscal years ending on the last day of April.  In
     fiscal year 1995, the year-end of certain of the Company's foreign
     subsidiaries was changed from February to April to coincide with the
     parent Company's year-end.  Accordingly, an additional two months of
     operating results for these subsidiaries were included in the fiscal
     1995 financial statements.  The effect of this change in year-ends was
     to increase sales and service revenue for the fourth quarter and year
     ended April 30, 1995 by $6,749,000.  This change did not have a
     significant effect on net earnings and earnings per share for these
     periods.  

     Foreign Currency Translation and Forward Exchange Contracts 

     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.  Transaction gains
     and losses are included in earnings.

     The Company enters into forward foreign exchange contracts with major
     international financial institutions to hedge the effects of exchange
     rate fluctuations on foreign currency commitments.  The Company does
     not engage in speculation.  These forward exchange contracts are
     accounted for as hedges of commitments, and the gains and losses on
     these hedges are deferred and included in the basis of the transaction
     underlying the commitment.    

     Revenue

     Product sales are generally recognized upon shipment.  Sales under
     production contracts are recognized on the percentage-of-completion
     method of accounting.  Anticipated losses on contracts, if any, are
     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

     Short-term cash investments are stated at cost plus accrued interest,
     which approximates market value.  For purposes of the statement of
     cash flows, the Company considers short-term, highly liquid
     investments with maturities of three months or less to be cash
     equivalents.


                                       25

<PAGE>29

     

     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 current investments in long-term
     debt securities are stated at amortized cost plus accrued interest
     based on the Company's ability and intention to hold these securities
     to maturity.

     Inventories

     Inventories of raw materials and purchased parts are stated at the
     lower of average cost (which approximates first-in, first-out) or
     market.  Work in process inventory includes materials, direct labor,
     and manufacturing overhead costs, less the portion of such costs
     allocated to products delivered or recognized as cost of sales under
     the percentage-of-completion method of accounting.

     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.

     Intangible Assets

     The excess of acquisition cost over the fair values of the net assets
     of businesses acquired is included in intangible assets and is
     amortized generally over 20 years on a straight-line basis.  Patents
     are stated at cost and amortized on a straight-line basis over the
     life of the patent.  

     Certain intangible and other long-lived assets are reviewed for
     possible impairment whenever events or changes in circumstances
     indicate their carrying value may not be recoverable.  Management
     evaluates the carrying value of these assets based upon projections of
     undiscounted future net cash flows of the related business unit.  An
     impairment loss is recognized if the carrying value of these assets
     exceeds the related estimate of future cash flows.

     Earnings Per Share

     Net earnings per common share are based on the weighted average number
     of common shares outstanding and common stock equivalents during each
     year (23,365,000, 23,689,000, and 23,950,000 shares in 1997, 1996, and
     1995, respectively).




                                       26

<PAGE>30

     

     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

     Statement of Financial Accounting Standards No. 128, "Earnings Per
     Share," was issued February 1997 and is effective for financial
     statements issued for periods after December 15, 1997.  The statement
     specifies the computation, presentation, and disclosure requirements
     for earnings per share for entities with publicly held common stock. 
     The impact of the statement on earnings per share is not expected to
     be material.



                                       27

<PAGE>31

     Notes to Consolidated Financial Statements     Gerber Scientific, Inc.
     ----------------------------------------------------------------------

     Note 1.Products and Operations

     The Company designs, manufactures, markets, and services
     computer-aided design (CAD) and computer-aided manufacturing (CAM)
     systems and sells related aftermarket supplies.  No other segment of
     the Company accounted for more than 10 percent of consolidated revenue
     or net earnings in 1997, 1996, or 1995.  No individual customer
     accounted for more than 10 percent of consolidated revenue in 1997,
     1996, or 1995.

     The Company's primary manufacturing facilities are in the United
     States, and it also manufactures in Denmark.  Company sales and
     service offices are in numerous United States and foreign locations.  

     Export sales from the United States for each year were as follows:

                In thousands         1997            1996            1995   
     ----------------------------------------------------------------------

                Europe            $ 68,494        $ 67,025          $62,417

                Far East            42,375          36,462           31,858
       
                Other areas         38,187          35,180           27,584
                                  --------        --------         --------

                                  $149,056        $138,667         $121,859
                                  ========        ========         ========   



     Note 2.Cash and Short-Term Cash Investments

     Cash and short-term  cash investments at the end of  each year were as
     follows:

                In thousands                         1997           1996 
                -----------------------------------------------------------
                Cash                               $ 1,161       $  1,705

                Time deposits                        8,342          6,999
                                                   --------      --------
                                                   $ 9,503       $  8,704
                                                   ========      ========


     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 carrying value at
     April 30, 1997 was a reasonable estimate of their fair value.

                                       28


<PAGE>32
     

     Note 3.Accounts Receivable

     Included in accounts receivable were amounts earned under specific
     contracts which were not billable of $10,757,000 at April 30, 1997 and
     $7,652,000 at April 30, 1996.  The earned but unbilled amount at April
     30, 1997 is expected to be billed and collected within the next year.

     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 which are financed by third parties
     are secured and collateralized by the underlying equipment.

     Note 4.Inventories

     The classification of inventories at the end of each year was as
     follows:

                In thousands                        1997           1996  
     ----------------------------------------------------------------------
                Raw materials and purchased parts $ 49,461       $ 51,493
                Work in process                     12,760         11,703
                                                  --------       --------
                                                  $ 62,221       $ 63,196
                                                  ========       ========

     Note 5.Business Acquisitions

     On September 1, 1994, Gerber Garment Technology, Inc. (GGT), a wholly
     owned subsidiary of the Company, acquired the outstanding stock of
     Microdynamics, Inc. (Microdynamics) of Dallas, Texas and subsequently
     merged that company into GGT.  Microdynamics was a leading supplier of
     computer-aided design (CAD), graphic design, and product management
     systems for the apparel, footwear, and other sewn goods industries. 
     GGT has continued to develop, manufacture, market, and support the
     Microdynamics product lines.

     Under terms of the acquisition agreement, the purchase price of
     Microdynamics was approximately $8,200,000 plus additional contingent
     cash consideration based on the earnings performance of a certain
     acquired product line over the three-year period following the date of
     acquisition.

     On February 12, 1997, GGT acquired the outstanding stock of Cutting
     Edge Inc. (Cutting Edge) of Marblehead, Massachusetts and subsequently
     merged that company into GGT.  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. 
     GGT has continued to develop, manufacture, market, and support the
     Cutting Edge product lines.



                                       29

<PAGE>33

     

     Each of the acquisitions 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 20 years from the date of
     acquisition.  Any contingent consideration that is subsequently
     payable for the purchase of Microdynamics will be recorded as
     additional acquisition cost at the time the contingency is resolved
     and the amount is determinable.  Additional goodwill resulting from
     any contingency-related payment will be amortized over the remainder
     of the 20-year goodwill amortization period.

     The following pro forma combined results of operations for the years
     ended April 30, 1997 and 1996 have been prepared as if the Cutting
     Edge acquisition occurred at the beginning of each of the respective
     fiscal years and give effect to estimated purchase accounting and
     other adjustments resulting from the acquisition.  The pro forma
     information is presented on the assumption that the acquisition cost
     would have been the same at the beginning of each period.


      In thousands                             (Unaudited)             
     (except per share amounts)            1997            1996
     ----------------------------------------------------------------
               Sales revenue            $394,521       $371,503
               Net earnings               15,157         20,160
               Net earnings per 
                 common share                .65            .85

     The pro forma financial information presented is not necessarily
     indicative of the results of operations that would have been achieved
     had the acquisition of Cutting Edge actually been effective as of the
     beginning of each fiscal year or of future results of the combined
     companies.

     Note 6.Investments and Long-Term Receivables 

     Investments and long-term receivables at the end of each year were as
     follows:  

                     In thousands              1997      1996
              --------------------------------------------------------
              Tax-exempt municipal bonds    $  36,571  $ 58,872
              Long-term receivables               466        89
              Other                                --       633
                                            ---------  --------
                                            $  37,037   $59,594
                                            =========  ========


                                       30

<PAGE>34

     

     The Company has purchased for investment purposes a portfolio of
     investment-grade tax-exempt municipal bonds with initial maturities
     ranging up to five and one-half years.  At April 30, 1997, the
     portfolio had a weighted average maturity of approximately one year
     and a pre-tax equivalent yield of approximately 7 percent.  The
     Company purchased these securities to earn a higher after-tax rate of
     return than that provided by short-term money market instruments.  The
     estimated aggregate fair value of the Company's tax-exempt municipal
     bonds was $36,764,000 at April 30, 1997 and $59,281,000 at April 30,
     1996 based upon quoted market prices or market prices for similar
     securities.  At April 30, 1997, the gross unrealized gains and losses
     were $201,000 and $8,000, respectively.  At April 30, 1996, the gross
     unrealized gains and losses were $417,000 and $8,000, respectively.  

     Note 7.Property, Plant and Equipment

     The components of property, plant and equipment at the end of each
     year were as follows:

              In thousands                         1997      1996    
               ---------------------------------------------------------
               Land                             $  4,368  $  4,356
               Buildings                          45,098    43,348
               Machinery, tools, and equipment    68,628    61,375
               Construction in progress            3,353       351
                                                --------  --------
                                                $121,447  $109,430
                                                ========  ========

     Note 8.Intangible Assets

     The components of  net intangible  assets at April  30, 1997 and  1996
     were as follows:

             In thousands                            1997          1996
             --------------------------------------------------------------
               Prepaid pension cost               $ 20,181       $ 19,744
               Patents, net of accumulated
                 amortization                        8,092          7,507
               Goodwill, net of accumulated
                 amortization                       17,502         11,743
               Other                                   138            255
                                                  --------       --------
                                                  $ 45,913       $ 39,249
                                                  ========       ========


    

                                       31

<PAGE>35

     Note 9.Notes Payable

     The Company has short-term bank lines of credit which totaled
     approximately $38,000,000 at April 30, 1997 based upon year-end
     foreign exchange rates.  As of April 30, 1997 and 1996, no amounts
     were borrowed under these credit lines.  Included in the bank lines of
     credit is a $20,000,000 line of credit from a major U.S. commercial
     bank and 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 these lines of credit bear interest at 1/4
     percent above the London Interbank Offered Rate (LIBOR) for the
     relevant currency and term.  These lines of credit have commitment
     fees of 1/8 percent of the unused amount.

     Note 10.Deferred Litigation Award

     The Company brought suit in the United Kingdom alleging Lectra
     Systemes, S.A. of France and its U.K. subsidiary (Lectra) infringed
     certain Company patents dealing with automated fabric cutting
     equipment.  The High Court of Justice, Chancery Division, in London
     found that Lectra had infringed two of the Company's patents, and in
     1995 awarded damages to the Company of $5,868,000.  Lectra paid this
     award of damages to the Company and filed an appeal.  In December
     1996, the Court of Appeals for the United Kingdom reduced the earlier
     award to the Company by $3,164,000, which was repaid to Lectra.  The
     Company has sought the right to appeal the Court of Appeals' decision
     and has deferred any income recognition of the amounts involved in
     this litigation until such time as the ultimate award amount is
     determined.

     Note 11.Income Taxes

     The components of the provision for income taxes for the years ended
     April 30, 1997, 1996, and 1995 were as follows: 

            In thousands                1997        1996     1995    
            --------------------------------------------------------------
               Currently payable:           
                  Federal             $  1,400  $  6,300  $    5,600 
                  State and local          100       600         400
                  Foreign                  600       500         500
                                      --------  --------    --------
                                         2,100     7,400       6,500
               Deferred                  4,100       600         500
                                      --------  --------    --------
                                      $  6,200  $  8,000    $  7,000
                                      ========  ========    ========

     Income tax payments totaled $3,415,000, $4,179,000, and $5,931,000 in
     the years ended April 30, 1997, 1996, and 1995, respectively. 
     Reconciliations of the statutory U.S. Federal income tax rate to the
     effective income tax rate for each year were as follows:


                                       32

<PAGE>36



                                            1997         1996        1995
          -----------------------------------------------------------------
             Statutory U.S. Federal income       
             tax rate                       35.0%        35.0%       35.0% 
             State income taxes, net of U.S.
               Federal tax benefit            .7           .9          .9
             Foreign tax rate differences     .8           --          .7
             Life insurance benefits        (1.6)          --          --
             Tax-exempt interest income     (3.4)        (3.8)       (4.8)
             Foreign Sales Corporation      (2.2)        (2.4)        (.7)
             Research and development tax
               credits                      (3.2)         (.2)       (2.3)
             Other, net                      1.8          (.8)        (.9) 
                                            -----        -----       -----
             Effective income tax rate      27.9%        28.7%       27.9%
                                            =====        =====       =====

     The Company's deferred income tax balances relate 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 receivable, and other assets for
     book and tax purposes, expense provisions not deductible until paid,
     and tax operating loss carryforwards.  At April 30, 1997 and 1996,
     current deferred tax assets of approximately $8,000,000 and
     $9,400,000, respectively, were included in prepaid expenses in the
     consolidated balance sheet.  Deferred tax assets and deferred tax
     liabilities as of April 30, 1997 and 1996 were as follows:

                                       33

<PAGE>37

     

                                      1997                       1996          
                           Deferred Tax  Deferred Tax Deferred Tax  Deferred Tax
 In thousands                 Assets     Liabilities     Assets     Liabilities 
 -------------------------------------------------------------------------------
 Depreciation                $     --      $  3,100     $     --       $  4,500
 Patents                           --         3,200           --          3,000
 Employee benefit plans         1,400         8,400        1,200          6,200
 Asset valuations               7,200           700        4,600            800
 Litigation award                 600            --        1,900             --
 Provisions for estimated
   expenses                     3,600         3,200        3,000          1,700
 Foreign exchange gains
   and losses                      --           700           --            900
 Tax carryforwards              4,300            --        6,500             --
 Other                            200           300        2,200          1,700
                             --------      --------     --------       --------
                               17,300        19,600       19,400         18,800
 Valuation allowance             (900)           --       (1,200)            --
                             --------      --------     --------       --------
                             $ 16,400      $ 19,600     $ 18,200       $ 18,800
                             ========      ========     ========       =======

     Consolidated earnings before income taxes included foreign pre-tax
     earnings of $3,371,000, $612,000, and $2,687,000 for 1997, 1996, and
     1995, respectively.  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.  It
     is not practicable for the Company to estimate the deferred tax
     liability that might arise on the remittance of the earnings of these
     foreign subsidiaries.  For income tax reporting purposes, the Company
     has U.S. and foreign net operating loss carryforwards of approximately
     $8,000,000 at April 30, 1997.  Such carryforwards have various
     expiration dates and begin to expire in the 1998 fiscal year. 

     Note 12.Long-Term Debt

     The composition of long-term debt at the end of each year was as
     follows:
          
                In thousands                 1997           1996   
                ----------------------------------------------------------

                Industrial Revenue Bonds   $ 7,338        $  7,531
                Less current maturities        193             193
                                           --------       --------
                                           $ 7,145        $  7,338
                                           ========       ========

                                       34

<PAGE>38

     

     The Company's Industrial Revenue Bonds are collateralized by certain
     property, plant and equipment and are payable to 2014 at variable
     interest rates which ranged from 4.6 percent to 6 percent at April 30,
     1997.  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 1997 and 1996, the average interest rate on the VRDBs was 3.5
     percent and 3.8 percent, respectively.  The remaining Industrial
     Revenue Bonds bear interest at 70 percent of the U.S. prime rate.  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 the debt at April 30, 1997 was a reasonable
     estimate of its fair value.

     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.  

     Covenants in the Industrial Revenue Bond agreements require the
     Company to maintain certain levels of tangible net worth and certain
     ratios of debt to tangible net worth and working capital, as defined
     therein.  At April 30, 1997, the Company was in compliance with these
     covenants.  Under the most restrictive of these covenants,
     approximately $117,000,000 of retained earnings was not available for
     dividend payments at April 30, 1997.

     The aggregate annual maturities of long-term debt for each of the four
     years after 1998 total $193,000 annually.  Interest payments totaled
     $343,000, $426,000, and $439,000 in the years ended April 30, 1997,
     1996, and 1995, respectively.

     Note 13.Preferred Stock, Common 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, 1997, no preferred stock had been issued. 

                                       35

<PAGE>39

  

     Common Stock

     In 1988, the Board of Directors authorized the Company 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
     purchased 2,237,000 shares at a total cost of $38,836,000, or an
     average cost of $17.36 per share.  The reacquired shares have been
     retired and under Connecticut law constitute authorized but unissued
     shares.  As of April 30, 1997, the Company could purchase up to an
     additional 763,000 shares under the current Board of Directors'
     authorization.

     Stock Option Plans

     The Company's 1992 Employee Stock Plan (the 1992 Plan) was approved by
     shareholders in September 1992 and 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. 
     The maximum number of shares of common stock available for grant as
     stock options under the amended 1992 Plan is 3,000,000 shares, and the
     maximum number of performance units available for grant is 2,000,000.

     The 1992 Non-Employee Director Stock Option Plan (the 1992 Director
     Plan) was approved by shareholders in September 1992 and provides for
     the automatic award each May 1 of options to purchase 1,000 shares of
     common stock to eligible members of the Board of Directors who are not
     also employees of the Company.  Stock options under the 1992 Director
     Plan are nonqualified options with a ten-year term and are granted at
     the market price of the common stock on the date of grant.  Options
     granted under the 1992 Director Plan are immediately exercisable.  The
     maximum number of shares of common stock available for grant as stock
     options under the 1992 Director Plan is 75,000 shares. 

                                       36

<PAGE>40

     

     A summary of the stock option activity for the three years ended April
     30, 1997 is set forth below:

<TABLE>
<CAPTION>
                                                1997                            1996                         1995              

                                      Options      Weighted-Average   Options      Weighted-Average   Options  Weighted Average
                                                    Exercise Price                  Exercise Price              Exercise Price
         ----------------------------------------------------------------------------------------------------------------------
         <S>                          <C>          <C>                  <C>        <C>                  <C>        <C>        
         Outstanding-
         beginning of year            1,208,970    $   13.67            699,365    $   11.18            665,965    $   10.72

         Granted                        138,000        15.01            689,000        15.76             90,000        14.40
         Exercised                     (108,175)        7.80           (122,145)       10.74            (29,850)        9.82

         Cancelled                      (67,625)       14.80            (57,250)       14.57            (26,750)       12.07
                                      ---------    ---------          ---------    ---------          ---------    ---------

         Outstanding-
         end of year                  1,171,170    $   14.31          1,208,970    $   13.67            699,365    $   11.18
                                      =========    =========          =========    =========          =========    =========

         Exercisable at 
         end of year                    491,045    $   12.69            434,470    $   10.52            431,115    $   10.03
                                      =========    =========          =========    =========          =========    =========


         Reserved for future
         grants                       2,153,875                       2,231,250                       1,371,000
                                      =========                       =========                       =========

</TABLE>
 
     The exercise prices for options outstanding as of April 30, 1997
     ranged from $7.25 to $16.62.  The weighted-average remaining
     contractual life of options outstanding at April 30, 1997 is 7.2
     years.  In the event of a change in control of the Company, all
     unexercised outstanding stock options become immediately exercisable.

     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 income and earnings per
     share would have been as follows:

     In thousands (except per share amounts)       1997      1996     
     ----------------------------------------------------------------------

     Net earnings-as reported                   $ 16,009  $ 19,868

     Net earnings-pro forma                       15,510    19,462

     Net earnings per common share-as reported       .69       .84

     Net earnings per common share-pro forma         .66       .82

     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:


                                       37

<PAGE>41

                                                       1997    1996 
                                                   --------------------

     Risk-free interest rate                           6.5%    6.3%

     Expected life                                   4 years 4 years

     Expected volatility                                24%     26%

     Expected dividend yield                            2%       2%


     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, 1997, 1996, and 1995.  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 $1,375,000, $1,908,000, and $2,293,000 for the years ended
     April 30, 1997, 1996, and 1995, respectively.  Plans for subsequent
     years and their criteria are subject to the approval of the Management
     Development and Compensation Committee of the Board of Directors.

     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 $3,086,000, $3,000,000, and $3,352,000 for the years ended
     April 30, 1997, 1996, and 1995, 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
     local insurance contracts, the costs of which were funded currently.

     The following table summarizes the funded status of the pension plan
     and the related amounts recognized in the consolidated balance sheet
     at the end of each year.    


                                       38

<PAGE>42

     

     In thousands                                    1997         1996   
     ----------------------------------------------------------------------

     Actuarial present value of benefit
     obligations:

           Vested benefits                          $ 35,468    $ 35,996
           Nonvested benefits                          1,551       1,446
                                                    --------    --------
     Accumulated benefit obligation                   37,019      37,442   
     Provision for future salary increases             8,202       7,492
                                                    --------    --------
     Projected benefit obligation for         
           services rendered to date                  45,221      44,934  
     Plan assets available for benefits              (50,419)    (42,986)
                                                    --------    --------
     Plan assets (greater than) less than      
           projected benefit obligation               (5,198)      1,948  
     Unrecognized net actuarial (loss)                  (504)     (6,003)  
     Unrecognized net transition liability              (558)       (651)  
     Unrecognized prior service cost                 (11,875)    (12,863)
                                                    --------    --------
     Net pension plan (asset) in the   
           consolidated balance sheet               $(18,135)   $(17,569)
                                                    ========    ========



                                       39

<PAGE>43

     

     The Company also maintains a nonqualified supplemental pension plan. 
     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 collective trust funds whose portfolios consisted
     primarily of common stocks, fixed income securities, and money market
     instruments.

     The following table summarizes the funded status of the nonqualified
     supplemental pension plan and the related amounts recognized in the
     consolidated balance sheet at the end of each year.

     In thousands                              1997       1996   
     ------------------------------------------------------------------
     Actuarial present value of benefit
     obligations:

           Vested benefits                    $  3,327  $  3,174
           Nonvested benefits                       19         4
                                              --------  --------
     Accumulated benefit obligation              3,346     3,178    
     Provision for future salary
       increases                                 1,249       932
                                              --------  --------
     Projected benefit obligation for         
       services rendered to date                 4,595     4,110  
     Plan assets available for benefits         (3,369)   (3,240)
                                              --------  --------
     Plan assets less than       
       projected benefit obligation              1,226       870    
     Unrecognized net actuarial (loss)            (740)     (166)
     Unrecognized prior service cost            (2,532)   (2,879)
                                              --------  --------
     Net supplemental pension plan (asset) 
       in the consolidated balance sheet      $ (2,046) $ (2,175)
                                              ========  ========

     The following table summarizes the components of the net periodic
     pension cost for the years ended April 30, 1997, 1996, and 1995.  The
     pension cost associated with the supplemental pension plan was
     $729,000, $662,000, and $108,000 in the years ended April 30, 1997,
     1996, and 1995, respectively, and is included in the amounts shown
     below.


                                       40

<PAGE>44

     

         In thousands                       1997       1996       1995
         ------------------------------------------------------------------

         Cost related to current service    $  2,522   $ 1,792    $  709

         Interest cost on projected benefit
           obligation                          3,575     2,980     2,175
                 
         Actual return on plan assets         (6,671)   (6,758)   (2,172)   
                
         Net amortization and deferral         3,823     5,004       103 
                                            --------   -------    -------
         Net periodic pension cost          $  3,249   $ 3,018    $  815
                                            ========   =======    =======

     For 1997, 1996, and 1995, the projected benefit obligation was
     determined using assumed discount rates of 7.75 percent, 7.25 percent,
     and 7.75 percent, respectively, and an assumed long-term compensation
     increase rate of 4.5 percent in 1997 and 1996 and 5 percent in 1995. 
     The assumed long-term rate of return on invested assets was 9 percent
     in each year.  

     401(k) Plan

     Under the Company's 401(k) Maximum Advantage Program, employees in the
     United States with one year of service 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 $357,000,
     $302,000, and $293,000 for the years ended April 30, 1997, 1996, and
     1995, respectively.

     Postemployment and Postretirement Benefits Other Than Pensions

     Statements of Financial Accounting Standards No. 106, "Employers'
     Accounting for Postretirement Benefits Other Than Pensions," and No.
     112, "Employers' Accounting for Postemployment Benefits," 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 postemployment or postretirement benefits
     other than through its pension plans, and as a result, Statements No.
     106 and No. 112 have no impact on the Company's consolidated financial
     position or results of operations.

                                       41

<PAGE>45

     

     Note 15.Other Income

     The components of other income for each year were as follows:

           In thousands                     1997       1996        1995   
        -------------------------------------------------------------------
           Interest income from
           investments                    $  2,440   $  3,352    $ 3,686

           Royalty income                    1,470      1,700      1,784

           Other, net                          680       (112)       494
                                          --------   --------    -------
                                          $  4,590   $  4,940    $ 5,964
                                          ========   ========    =======

     Included in other income in 1997 was a gain of $1,032,000 ($.04 per
     share) from life insurance benefits the Company received upon the
     death of Mr. H. Joseph Gerber.

     Note 16.Contingencies and Commitments

     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.

     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 $4,088,000, $3,487,000, and $2,702,000 for the years ended
     April 30, 1997, 1996, and 1995, respectively.  Minimum annual rental
     commitments at April 30, 1997 under long-term noncancelable operating
     leases were as follows:
                                   Building and  Machinery and
             In thousands          Office Space    Equipment     Total   
           ----------------------------------------------------------------

             1998                    $ 2,586        $ 269      $ 2,855
             1999                      2,159          235        2,394
             2000                      1,048          173        1,221
             2001                        629            8          637
             2002                        499            2          501
             After 2002                1,213           --        1,213
                                     -------        -----      -------
                                     $ 8,134        $ 687      $ 8,821
                                     =======        =====      =======

                                       42

<PAGE>46

     

     As of April 30, 1997, the Company was party to approximately
     $15,000,000 in forward exchange contracts providing for the delivery
     by the Company of various foreign currencies in exchange for U.S.
     dollars over the succeeding 14 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, 1997 for
     future deliveries of the foreign currencies in exchange for U.S.
     dollars, the hedging gain deferred at that date amounted to
     approximately $1,400,000.

     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 $46,200,000 at April 30, 1997
     and $34,800,000 at April 30, 1996.  The lease receivables are
     collateralized by the underlying equipment.  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.


                                        43

<PAGE>47

      

 Note 17.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 
 -----------------------------------------------------------------------------
   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(1)         1,603      5,135     4,144        5,127        16,009

   Net earnings
     per share(1)            .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

   1996

   Sales and service
      revenue            $ 88,191   $ 90,158  $ 86,884    $ 93,887     $ 359,120

    Gross profit           38,976     40,892    38,896      42,019       160,783

    Net earnings            4,493      5,533     5,151       4,691        19,868

    Net earnings
      per share               .19        .23       .22         .20           .84
     
    Dividends paid
      per share               .08        .08       .08         .08           .32

    Stock price - High     17 5/8     19 1/2    18         17 3/4         19 1/2
                - Low      15         16 3/8    15 3/8     14 1/4         14 1/4

    1995

    Sales and service
       revenue           $ 70,033   $ 72,944  $ 82,810    $ 96,921     $ 322,708

    Gross profit           29,793     32,262    37,738      43,278       143,071

    Net earnings            3,101      4,053     4,779       6,178        18,111
     
    Net earnings
      per share               .13        .17       .20         .26           .76

    Dividends paid
      per share               .06        .08       .08         .08           .30
   
    Stock price - High     16 3/8     15 7/8    14 3/4      15 3/8        16 3/8
                - Low      13 5/8     13        11 7/8      13 1/2        11 7/8
      
 (1)  Net earnings for the second quarter of fiscal year 1997 included a
      $1,032,000 gain ($.04 per share) from life insurance benefits the Company
      received upon the death of Mr. H. Joseph Gerber.



      

                                        44

<PAGE>48

      

      Directors and Officers                             Gerber Scientific, Inc.
      -------------------------------------------------------------------------

      Directors                                           Officers
         
         George M. Gentile                                George M. Gentile
         Chairman and Chief Executive Officer             Chairman and Chief
         Gerber Scientific, Inc.                           Executive Officer

         Michael J. Cheshire                              Michael J. Cheshire
         President and Chief Operating Officer            President and Chief
         Gerber Scientific, Inc.                           Operating Officer
                                                           
         David J. Gerber                                  Gary K. Bennett
         Director, New Business Development               Senior Vice President,
          and Technology Strategy                          Finance
         Gerber Scientific, Inc.
                                                          Richard F. Treacy, Jr.
         Stanley Simon 1,2,3                              Senior Vice President,
         Owner                                            General Counsel and
         Stanley Simon and Associates                      Secretary
         Financial and Management
           Consultants                                    Brian G. Eastman
                                                          Senior Vice President
         A. Robert Towbin 1,2,3                            President, 
         Managing Director                                Gerber  Systems      
         Unterberg Harris                                 Corporation

         Edward E. Hood, Jr. 1,2,3                        Shawn M. Harrington
         Retired Vice Chairman                            Senior Vice President
         General Electric Company                         President,
                                                          Gerber Optical, Inc.
         W. Jerome Vereen 1,2,3
         President, Treasurer, and Chief                  Fredric K. Rosen
           Executive Officer                              Senior Vice President
         Riverside Manufacturing Company                  President,
                                                          Gerber Garment
         David J. Logan 1,3                                Technology, Inc.
         Retired President
         Gerber Scientific Products, Inc.                 Ronald B. Webster
                                                          Senior Vice President
                                                          President,
                                                          Gerber Scientific
                                                          Products, Inc.







      1. Audit and Finance Committee  
      2. Management Development and Compensation Committee
      3. Business Development Committee



      

                                       45

<PAGE>49

      

      Shareholder Information                           Gerber Scientific, Inc. 
      ------------------------------------------------------------------------ 
         

                                                              
      Corporate Headquarters       83 Gerber Road West
                                   South Windsor, Connecticut 06074
                                   Phone: (860) 644-1551
                                   Fax:   (860) 643-7039
                                   World Wide Web:http//www.gerberscientific.com


      Annual Meeting               The 1997 annual meeting of the shareholders
                                   will be held on September 12, 1997 at
                                   2:30 p.m., EDT, at the Sheraton at Bradley
                                   International Airport, Windsor Locks,
                                   Connecticut.


      Record Date                  Shareholders of record at the close of
                                   business on July 24, 1997 are entitled to
                                   receive notice of and vote at the annual
                                   meeting.


      Common Stock Listing         New York Stock Exchange
      (GRB)


      Common Stock Transfer        ChaseMellon Shareholder Services
      Agent and Registrar          111 Founders Plaza
                                   East Hartford, Connecticut  06108


      Form 10-K                    A copy of the Form 10-K Annual Report, which
                                   the Company files with the United States 
                                   Securities and Exchange Commission, is
                                   available without charge by writing:

                                   Gerber Scientific, Inc.
                                   83 Gerber Road West
                                   South Windsor, Connecticut 06074
                                   Attention:  Secretary
       

      Shareholders of Record       1,575 at April 30, 1997


      General Counsel              Richard F. Treacy, Jr.  



                                       46

<PAGE>50

     

     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
     1997 Annual Meeting  Proxy Statement  which will be  filed within  120
     days of the Company's April 30, 1997 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.

                                     Present Position       Other Positions
                                        and Date of            Held During
          Name and Age              Initial Appointment     Last Five Years
     ------------------------------------------------------------------
     George M. Gentile (61)   Chief Executive Officer  President and
                              (August 19, 1996)        Chief Operating
                                                       Officer; Senior Vice
                                                       President, Finance;
                                                       Treasurer

     Michael J. Cheshire (48) President and Chief      President, 
                              Operating Officer        General Signal 
                              (February 17, 1997)      Electrical Group;
                                                       President, General
                                                       Signal Electrical
                                                       Power Systems Group;
                                                       President, Sola
                                                       Electric

     Fredric K. Rosen (58)    Senior Vice President    President,
                              (September 5, 1990)      Gerber
                                                       Garment Technology,
                                                       Inc.

     Ronald B. Webster (60)   Senior Vice President    President,
                              (September 4, 1991)      Gerber
                                                       Scientific
                                                       Products, Inc.



                                       47

<PAGE>51

     

     Brian G. Eastman (51)    Senior Vice President    President, 
                              (June 4, 1996)           Gerber
                                                       Systems Corporation;
                                                       Senior Vice 
                                                       President,
                                                       Engineering, Leaf
                                                       Systems, Inc.

     Shawn M. Harrington (43) Senior Vice President    President,
                              (March 20, 1997)         Gerber Optical,
                                                       Inc.; Vice
                                                       President, Finance
                                                       and Operations,
                                                       Gerber Optical,
                                                       Inc.; Director
                                                       Financial Planning
                                                       and Business
                                                       Development

     Richard F. Treacy, Jr.(52) Senior Vice President  General
                                (June 1, 1994)         Counsel,
                                                       Secretary

     Gary K. Bennett (46)     Senior Vice President,   Vice President;
                               Finance                 Treasurer and
                              (August 19, 1996)        Corporate
                                                       Controller;
                                                       Assistant Corporate
                                                       Controller
     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  1997 Annual  Meeting
     Proxy Statement which will be filed  within 120 days of the  Company's
     April 30, 1997 fiscal year-end.

                                       48

<PAGE>52

     

     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  1997 Annual  Meeting Proxy  Statement which  will be  filed
     within 120 days of the Company's April 30, 1997 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 "Election of
     Directors" in the Company's 1997 Annual Meeting Proxy Statement  which
     will be filed within  120 days of the Company's April 30,  1997 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:

                       1.  Financial Statements:                     Page   


                           Consolidated Statement of Earnings
                             for the years ended April 30, 1997,
                             1996, and 1995  . . . . . . . . . . .    19
                           Consolidated Balance Sheet at
                             April 30, 1997 and 1996 . . . . . . .    20
                           Consolidated Statement of Changes in
                             Shareholders' Equity for the years
                             ended April 30, 1997, 1996, and 1995     21
                           Consolidated Statement of Cash Flows
                             for the years ended April 30, 1997,
                             1996, and 1995  . . . . . . . . . . .    22
                           Independent Auditors' Report  . . . . .    24
                           Summary of Significant Accounting
                             Policies and Notes to Consolidated 
                             Financial Statements  . . . . . . . .    25 - 44


                       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.


                                       49

<PAGE>53


                       3.  Exhibits:

                           3.1   Restated Certificate  of Incorporation  of
                                 the Company. 

                           3.2   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  and restated as  of
                                 April 28, 1995.

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

                          10.4   Employment   Agreement    dated   as    of
                                 January 29,  1997 between  the Company and
                                 Michael J. Cheshire.
      
                          10.5*  Gerber Scientific, Inc. Profit and  Growth
                                 Incentive  Bonus Plan for  the Fiscal Year
                                 Ending April 30, 1997.

                          10.6*  Consulting         Agreement         dated
                                 February 7, 1997 between  the Company  and
                                 Stanley Simon & Associates.

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

                          11.1*  Statement  re  Computation  of  Per  Share
                                 Earnings.

                          22.1*  Subsidiaries of the Registrant.

                          24.1*  Consent of Independent Auditors.   

                          27.0*  Financial Data Schedule

                     (b) No reports on  Form 8-K were filed during the last
                         quarter of fiscal year 1997.

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

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

     *Filed herewith.

   

                                       50

<PAGE>54


                                   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 21, 1997                     Gary K. Bennett
            -------------                     Senior Vice President,
                                              Finance and Principal
                                              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 21, 1997       /s/ George M. Gentile      Chief Executive
     -------------       -----------------------    Officer,
                          (George M. Gentile)       Director
                           
     July 21, 1997       /s/ Michael J. Cheshire    President and Chief 
     -------------       -----------------------    Operating Officer,     
                           (Michael J. Cheshire)    Director

     July 21, 1997       /s/ Stanley Simon          Director
     -------------       -----------------------
                            (Stanley Simon)

     July 21, 1997       /s/ W. Jerome Vereen       Director
     -------------       -----------------------
                            (W. Jerome Vereen)

     July 21, 1997       /s/ A. Robert Towbin       Director
     -------------       -----------------------
                            (A. Robert Towbin)

     July 21, 1997       /s/ David J. Gerber        Director
     -------------       -----------------------
                            (David J. Gerber)

     July 21, 1997       /s/ Edward E. Hood, Jr.    Director
     -------------       -----------------------
                            (Edward E. Hood, Jr.)

     July 21, 1997       /s/ David J. Logan         Director
     -------------       -----------------------
                            (David J. Logan)

     July 21, 1997       /s/ Gary K. Bennett        Senior Vice President,
     -------------       -----------------------    Finance 
                            (Gary K. Bennett)

                                 51

<PAGE>55

                                    EXHIBIT INDEX


     Exhibit Index
        Number                            Exhibit                           Page
     -------------                        -------                           ----

     3.1          Restated Certificate of Incorporation of the Company
                  (incorporated herein by reference to Exhibit 3.1 to the
                  Company's Annual Report on Form 10-K for the year ended
                  April 30, 1990).

     3.2          By-laws of the Company (incorporated herein by reference
                  to Exhibit 3.2 to the Company's Annual Report on Form 10-
                  K for the year ended April 30, 1990). 

     4.1*         Agreement pursuant to S-K Item 601(b)(4)(iii)(A) to         56
                  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 and restated as of April 28, 1995 (incorporated
                  herein by reference to Exhibit A to the Company's Proxy
                  Statement filed in connection with the Annual Meeting of
                  Shareholders held October 13, 1995, File No. 1-5865, and
                  by reference to the Company's Registration Statement on
                  Form S-8, File No. 333-26177).

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



     *Filed herewith.

                                       52

<PAGE>56

    

     Exhibit Index
        Number                           Exhibit                            Page
     -------------                       -------                            ----

             10.4          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.)
       
             10.5*         Gerber  Scientific,  Inc.   Profit  and   Growth   58
                           Incentive Bonus Plan for the Fiscal Year  Ending
                           April 30, 1997.

             10.6*         Consulting   Agreement  dated   February 7, 1997   62
                           between   the  Company   and  Stanley   Simon  &
                           Associates.

             10.7*         Consulting  Agreement  between  the Company  and   63
                           David J. Logan commencing July 18, 1996.
        
             11.1*         Statement re Computation of Per Share Earnings.    64

             22.1*         Subsidiaries of the Registrant.                    65

             24.1*         Consent of Independent Auditors.                   66

             27.0*         Financial Data Schedule.                           67


             *Filed herewith.

                                     53


<PAGE>57
     

                                                         Exhibit 10.5
                                                         CONFIDENTIAL

                             GERBER SCIENTIFIC, INC.
                     PROFIT AND GROWTH INCENTIVE BONUS PLAN
                      FISCAL YEAR ENDING APRIL 30, 1997
     
     The Profit and Growth Incentive Bonus Plan (the "Plan") for each of
     Gerber Scientific, Inc.'s subsidiaries, Gerber Scientific Products,
     Inc. ("GSP"), Gerber Garment Technology, Inc. ("GGT"), Gerber Systems
     Corporation ("GSC"), and Gerber Optical, Inc. ("GOI"), for the fiscal
     year ending April 30, 1997 will be based on each subsidiary's
     individual performance.  The profit and growth incentive bonus for
     Gerber Scientific, Inc. ("Corporate") will be based on the Company's
     consolidated performance.    

     PURPOSE OF THE PLAN
     The purpose of the Plan is to reward certain domestic (U.S.)
     executives, key management, and other employees by providing a cash
     bonus based upon the adjusted pre-tax profits and the improvement in
     adjusted pre-tax, pre-interest profits of their subsidiary or
     Corporate, as applicable.  This bonus is intended as an incentive to
     increase shareholder value through sustained and improved earnings.   

     The Plan is specifically for the fiscal year ending April 30, 1997, as
     approved by the Board of Directors of Gerber Scientific, Inc.   Bonus
     plans for future years and their criteria are subject to the approval
     of the Board of Directors of Gerber Scientific, Inc.  It is the
     Board's present intention that interest income (intercompany or
     otherwise) be eventually eliminated from the adjusted pre-tax profits
     on which the bonus pools are calculated for the "All Other Employees"
     category.  Accordingly, the Plan for the fiscal year ended
     April 30, 1996, eliminated one-half of such interest income from
     adjusted pre-tax profits.  Three-quarters of such interest income will
     be eliminated from adjusted pre-tax profits in the Plan for the fiscal
     year ending April 30, 1997.  The Board contemplates that all of such
     interest income would be eliminated in the fiscal year 1998 Plan.  

     DETERMINATION OF THE BONUS POOLS
     The bonus pool at each participating subsidiary company will be
     computed as follows:  
          (a)  For Subsidiary presidents and key management, the sum of the
               following: 
               -   1 percent of the consolidated adjusted pre-tax, pre-
                   bonus profit of the subsidiary for the year ending April
                   30, 1997, plus
               -   3 percent of the improvement in consolidated adjusted
                   pre-tax, pre-bonus, pre-interest profit for the year
                   ending April 30, 1997 over 70 percent of the highest
                   such annual amount reported in the three fiscal years
                   ending April 30, 1996 (or, in the case of losses in each
                   of these years, 100 percent of the smallest of the
                   annual losses in such three year period).  


                                       54

<PAGE>58


    

          (b)  For All Other Employees:
               -   1.50 percent of the consolidated adjusted pre-tax, pre-
                   bonus profit of the subsidiary for the year ending April
                   30, 1997.  Such profit will be adjusted to exclude
                   three-fourths of any interest income (intercompany or
                   otherwise) and the equivalent income tax savings from
                   any tax-exempt interest income.  

      The bonus pool at Corporate will be computed as follows:  

          (a)  For Corporate officers and key management, the sum of the
               following:  
               -   .75 percent of the consolidated adjusted pre-tax, pre-
                   bonus profit for the year ending April 30, 1997, plus

               -   2.25 percent of the improvement in consolidated adjusted
                   pre-tax, pre-bonus, pre-interest profit for the year
                   ending April 30, 1997 over 70 percent of the highest
                   such annual amount reported in the three fiscal years
                   ending April 30, 1996.  

          (b)  For All Other Employees:  

               -   .25 percent of the consolidated adjusted pre-tax, pre-
                   bonus profit for the year ending April 30, 1997.  Such
                   profit will be adjusted to exclude three-fourths of any
                   net interest income (intercompany or otherwise) and the
                   equivalent income tax savings from any tax-exempt
                   interest income.  

     Consolidated pre-tax profit is defined for participating subsidiary
     companies as those subsidiary consolidated profits before income taxes
     which are included in the consolidated financial statements of Gerber
     Scientific, Inc. for the fiscal year ending April 30, 1997, as
     certified by the Company's independent public accountants. 
     Consolidated pre-tax profit is defined for Corporate as the profits
     before income taxes in the consolidated financial statements of Gerber
     Scientific, Inc. for the fiscal year ending April 30, 1997, as
     certified by the Company's independent public accountants.

                                       55

<PAGE>59


   

     In addition to the adjustments for interest income described above,
     such consolidated pre-tax profits will be further adjusted for bonus
     computation purposes as follows:  (1) to exclude the effects of all
     Foreign Sales Corporation (FSC) activity; (2) to exclude the effects
     of any material changes in accounting principles which are subject to
     Corporate management's discretion; (3) to include the equivalent
     income tax savings from investments in tax-exempt municipal
     securities; (4) to exclude the effects of outside legal costs expensed
     during the current fiscal year for lawsuits alleging infringement of
     Company-owned patents for which Corporate has given written approval;
     for bonus computation purposes, these outside legal costs will be
     amortized as a charge against consolidated pre-tax profit on a
     straight line basis over the following 60 months;  (5) to exclude the
     effects of any settlement amounts or court awards for damages
     resulting from a patent infringement lawsuit; for bonus computation
     purposes, these amounts will first be offset against the amount of
     current year patent infringement legal costs amortized during the
     year, and second, as an offset against the cumulative unamortized
     amount of patent infringement legal costs as of the end of such fiscal
     year; and (6) if the settlement or court award amounts exceed the
     cumulative unamortized amount of patent infringement legal costs, such
     excess, for bonus computation purposes, will be amortized on a
     straight line basis over three years, beginning in the year the
     settlement or court award amounts are received, as an increase to
     consolidated pre-tax profits.  

     DETERMINATION OF INDIVIDUAL BONUS AMOUNTS
     The bonus pools for Corporate officers and key management, and for
     Subsidiary presidents and key management, will be allocated between
     them based upon the relative target bonus potential for the year so as
     to yield bonus percentages in the appropriate ratio (e.g., if the
     target bonus potential is 50 percent for Subsidiary presidents and 30
     percent for key management, then a 50/30 bonus percentage ratio). 
     Management has the discretion to add a third category of other key
     employees with a 20 percent (or less) target bonus potential.  The
     total bonus pool would remain the same in this situation and would be
     allocated among the categories based on the relative target bonus
     potential for the year so as to yield bonus percentages in the
     appropriate ratio (e.g., 50 percent for Subsidiary presidents, 30
     percent for key management, and 20 percent [or less] for other key
     employees).  

     The portion of the respective bonus pools allocated to each category
     will be divided by the sum of the actual regular wages paid during the
     fiscal year to the eligible employees in that category so as to yield
     a percentage.  This percentage is then multiplied by each individual's
     regular wages paid to compute the applicable bonus amount.  Regular
     wages paid is defined as base pay, including holiday pay, vacation
     pay, and sick time pay, but excluding vacation paid in lieu of time
     off, overtime pay (except for adjustments as may be appropriate to
     assure compliance with the Fair Labor Standards Act), and any bonus
     pay.  
                                       56

<PAGE>60



   

     The maximum bonus percentage computed cannot exceed 150 percent of the
     targeted bonus potential (e.g., 75 percent of regular wages paid for
     Corporate officers and Subsidiary presidents whose targeted bonus
     potential is 50 percent, 45 percent of regular wages paid for key
     management whose targeted bonus potential is 30 percent, etc.).  The
     maximum bonus percentage computed for all other employees cannot
     exceed 10 percent of regular wages paid to all other eligible
     employees.  

     ELIGIBILITY FOR THE PLAN
     All full time employees of Corporate and the participating domestic
     subsidiary companies (GSP, GGT, GSC, and GOI) who are on the active
     permanent payroll on April 30, 1997 are eligible to participate in the
     Plan of their respective company.  Specifically excluded from
     participating in the Plan are:  employees of foreign (i.e., non-U.S.)
     subsidiaries and branches of Corporate or the domestic subsidiary
     companies; employees who participate in other forms of cash incentive
     compensation plans (e.g., salesmen on commission); and employees under
     any form of collectively bargained wage or benefit contract.

     Eligible employees who as of April 30, 1997 have been employed
     continuously for a full year receive a full share (regular wages paid,
     as defined, during the Plan's year multiplied by the applicable bonus
     percentage, as computed).  Eligible employees who as of April 30, 1997
     have been employed continuously for more than six months but less than
     one full year receive one-half share (regular wages paid during the
     Plan's year multiplied by one-half the applicable bonus percentage). 
     Eligible employees who as of April 30, 1997 have been employed for
     less than six months receive no share.  

     Eligible employees who transfer between participating companies will
     participate pro-rata in the Plan of each company where they were
     employed during the Plan year.  Their bonus is based on the respective
     regular wages paid and applicable bonus percentage at each company
     where they were employed.  

     Employees who are laid-off during the Plan year but recalled to a
     participating company within the period of recall rights and prior to
     the end of the Plan year will be considered to have had no break in
     service for purposes of determining bonus share.  Employees who were
     laid-off prior to the beginning of the Plan year and are recalled to a
     participating company within the period of recall rights and prior to
     the end of the Plan year will be considered to have been employed as
     of the first day of the Plan year for purposes of determining bonus
     share.  An approved leave of absence will not be considered a break in
     service for purposes of determining bonus share.  

     DISTRIBUTION OF THE PROFIT AND GROWTH INCENTIVE BONUS
     The profit and growth incentive bonus for each participating company
     will be paid in cash to eligible employees as a percentage of their
     regular wages paid during the Plan year, based upon their period of
     employment (see "Eligibility for the Plan").  It is expected that any
     cash distribution will be made on or before July 15, 1997.  

                                        57

<PAGE>61


    

     February 7, 1997                                     Exhibit 10.6



     Mr. Stanley Simon
     Stanley Simon and Associates
     70 Pine Street, 33rd Floor
     New York, New York 10270

     Re:  Retainer of Stanley Simon and Associates as
          Management Consultant - Renewal

     Dear Mr. Simon:  

     This letter is to memorialize our agreement concerning the renewal of
     Stanley Simon and Associates ("SS&A") as a management consultant to
     Gerber Scientific, Inc. (the "Company") for an additional year
     beginning February 21, 1997.  

     As you know, by letter agreement dated September 5, 1995, it was
     agreed that SS&A will provide management consulting services to the
     Company (apart from the services to be provided by yourself by virtue
     of your membership on the Company's Board of Directors and its
     Committees) for an initial term of one year, effective February 21,
     1995, which may be renewed annually by mutual written consent of SS&A
     and the Company.  The compensation payable to SS&A will be a fixed
     rate of Ten Thousand Dollars ($10,000), payable monthly, plus
     reasonable out-of-pocket expenses incurred by SS&A with respect to
     consulting services performed hereunder.  As an independent
     contractor, SS&A will continue to be responsible for all other
     expenses, applicable taxes, and insurance.  

     Please note that this letter is being sent in duplicate.  To indicate
     your agreement with the terms of this letter, please countersign both
     copies and return one to my attention.  

                                    Very truly yours, 

                                    /s/ Gary K. Bennett

                                    Gary K. Bennett
                                    Senior Vice President, Finance

     Accepted and Agreed:     STANLEY SIMON AND ASSOCIATES


                    By:      /s/ Stanley Simon    

                          Stanley Simon, Principal

                                       58

<PAGE>62


    

     June 18, 1996                                               Exhibit 10.7



     Mr. David J. Logan
     P.O. Box 60
     Great Barrington, MA  01230


     Dear Dave,

     The purpose of this letter is to offer to extend your consulting
     agreement with Gerber Scientific, Inc. for an additional period of
     three (3) years commencing on the current expiration date, July 18,
     1996.  All terms and conditions of the original agreement dated July
     18, 1990, including the statement of your duties and responsibilities
     shall remain in full force and effect for the extension period except
     that your compensation for services shall be increased to one hundred
     twenty thousand dollars ($120,000) per year effective July 18, 1996.

     If you are agreeable to the above, please so indicate by your
     signature in the space provided below and return the original of this
     letter to me.

     Sincerely,

     /s/ Richard F. Treacy, Jr.

     Richard F. Treacy, Jr.

                                    Accepted and Agreed:


                                    /s/ David J. Logan     

                                    David J. Logan
                                    Date:  June 19, 1996



                                    Approved


                                    /s/ George M. Gentile                
            
                                    George M. Gentile
                                    Senior Vice President, Finance
                                    Date:  June 19, 1996



                                       59

<PAGE>63



     

                                                              Exhibit 11.1

             GERBER SCIENTIFIC, INC. AND CONSOLIDATED SUBSIDIARIES
                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS

     ------------------------------------------------------------------
     Years ended April 30,         1997           1996         1995
     -------------------------------------------------------------------
     Net earnings                  $16,009,000    $19,868,000  $18,111,000
                                   ===========    ===========  ===========

     Average common shares
       outstanding                  23,250,332     23,463,141  23,795,774

     Common stock equivalents:
       Common stock attributable
         to stock options
         (treasury stock method)       115,043        225,812      154,337
                                   -----------    -----------  -----------
     Weighted average shares of
       common stock outstanding
       during the period            23,365,375     23,688,953   23,950,111
                                   ===========    ===========  ===========

     Net earnings per common share $       .69    $       .84  $       .76
                                   ===========    ===========  ===========


     Note:

     Net earnings per common share as calculated above is presented on a
     primary and fully diluted basis.














                                       60

<PAGE>64                                       



                                                               EXHIBIT 22.1


                             GERBER SCIENTIFIC, INC.

                         SUBSIDIARIES OF THE REGISTRANT


                                                  State or Jurisdiction
                                                            of
                                                     Incorporation or 
                Subsidiary                             Organization       
                ----------                        ----------------------

     Gerber Systems Corporation                              Connecticut
       Gerber Systems GmbH                                   Germany
       Gerber Systems Corporation Srl                        Italy
       Gerber Systems Corporation NV                         Belgium
       Gerber Systems Corporation Limited                    United Kingdom
       Gerber Systems Corporation Hong Kong Limited          Hong Kong

     Gerber Garment Technology, Inc.                         Connecticut
       GGT Canada Ltd.                                       Canada
       GGT International (Australia) Pty. Ltd.               Australia
       GGT International (NZ) Pty. Ltd.                      New Zealand
       GGT International (Far East) Ltd.                     Hong Kong
       GGT International de Mexico, S.A. de C.V.             Mexico
       Gerber Garment Technology GmbH                        Germany
       Gerber Garment Technology Srl                         Italy
       Gerber Garment Technology SA/NV                       Belgium
       Gerber Garment Technology SARL                        France
       Gerber Garment Technology AB                          Sweden
       Gerber Garment Technology Ltd.                        United Kingdom
       GGT-Niebuhr A/S                                       Denmark
       Gerber Garment Technology Systems
         Computorizados Lda                                  Portugal
       M.D. "Europe" Ltd.                                    United Kingdom
       C.I.M. Microdynamics Limited                          United Kingdom
       Microdynamics AB                                      Sweden

     Gerber Scientific Products, Inc.                        Connecticut
       Gerber Scientific Products GmbH                       Germany

     Gerber Optical, Inc.                                    Connecticut

     Gerber Venture Capital Corporation                      Delaware

     Gerber Foreign Sales Corporation, Inc.                  Barbados


     Other entities, considered in the aggregate as a single subsidiary,
     would not constitute a significant subsidiary as of April 30, 1997 and
     are not listed above.  

                                       61 
                                                          
<PAGE>65

                                                           EXHIBIT 24.1




                         CONSENT OF INDEPENDENT AUDITORS







     To the Board of Directors and Shareholders of
     Gerber Scientific, Inc.


     We consent to incorporation by reference in the registration
     statements No. 2-93695, No. 33-58668, and No. 333-26177 on Form S-8
     and No. 33-58670 on Form S-3 of Gerber Scientific, Inc. of our report
     dated May 22, 1997 relating to the consolidated balance sheet of
     Gerber Scientific, Inc. and subsidiaries as of April 30, 1997 and 1996
     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, 1997, which report appears in the
     April 30, 1997 annual report on Form 10-K of Gerber Scientific, Inc.  






     /s/ KPMG Peat Marwick LLP

     KPMG Peat Marwick LLP
     Hartford, Connecticut
     July 24, 1997




                                     62

<PAGE>66