<PAGE 1>

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

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

For the Fiscal Year Ended April 30, 2000     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, 2000, 22,011,083 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  $221,643,000.
Excluded from this amount is voting stock having an aggregate market  value
of  approximately $31,485,000 (representing 12.4% of the outstanding voting
stock),  which is owned, directly or in trust, by the family of  H.  Joseph
Gerber,  the  Company's founder, and by the other members of the  Company's
Board  of  Directors,  who  are  deemed affiliates  for  purposes  of  this
computation.

Securities registered pursuant to Section 12(g) of the Act: None
============================================================================
Indicate by check mark if disclosure of delinquent filers pursuant to  Item
405  of  Regulation S-K is not contained herein, and will not be contained,
to  the  best  of  the  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-K.    X  .

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant  was required to file such reports) and (2) has been subject  to
such filing requirements for the past 90 days.
Yes   X    No      .

<PAGE 2>

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

  (1)  2000 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, 2000


PART I                                                       PAGE

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


PART II

Item  5.    Market for the Registrant's Common Equity
            and Related Stockholder Matters                  14
Item  6.    Selected Financial Data                          15
Item  7.    Management's Discussion and Analysis of
            Financial Condition and Results of Operations    17
Item 7a.    Quantitative and Qualitative Disclosures About
            Market Risk                                      31
Item  8.    Financial Statements and Supplementary Data      32
Item  9.    Changes in and Disagreements with Auditors
            on Accounting and Financial Disclosure           64


PART III

Item 10.    Directors and Executive Officers of the
            Registrant                                       64
Item 11.    Executive Compensation                           66
Item 12.    Security Ownership of Certain Beneficial
            Owners and Management                            66
Item 13.    Certain Relationships and Related
            Transactions                                     66


PART IV

Item 14.    Exhibits, Financial Statement Schedules, and
            Reports on Form 8-K                              66
            Signatures                                       70

<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's  principal  subsidiaries  are  Gerber  Scientific
Products,  Inc. (GSP); Spandex PLC (Spandex); Gerber  Technology,
Inc. (GT); and Gerber Coburn Optical, Inc. (GC).

     Gerber  Scientific,  Inc. is a leading  global  supplier  of
intelligent manufacturing systems.  The Company provides  diverse
industries  with  innovative computer-based  systems,  equipment,
software,  and  aftermarket supplies that generate  high-quality,
mass-customized products at a competitive cost.  As a result, the
Company  is  a  market  leader in each  of  its  three  operating
segments:  Sign  Making  and  Specialty  Graphics;  Apparel   and
Flexible Materials; and Ophthalmic Lens Processing.

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

     As  of  April 30, 2000, the Company had approximately  2,900
regular, full-time employees.

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

      The Company continually evaluates acquisition opportunities
to  strengthen  its market leadership positions.  Over  the  last
five years, the Company has completed several acquisitions, which
it believes increases its potential for additional growth.  Also,
in  1998, the  Company  sold its  Imaging and  Inspection Systems
business  to  focus  on  its leadership  positions  in  its other
businesses.  A summary  of  these  acquisitions   and divestiture
follows.

      In 2000, the Company acquired five  distribution businesses
included  in its  Sign  Making and  Specialty  Graphics operating
segment.  These businesses were located in Australia, New Zealand,
and Scandinavia.  For further discussion  of  these acquisitions,
see   Part  II,  Item  8,   Note   2,  "Business Acquisitions" of
the  "Notes to Consolidated  Financial  Statements"  appearing on
page 44 of this Form 10-K.

     On May 5, 1998, the Company acquired the outstanding capital
stock  of Spandex PLC (Spandex) of Bristol, UK.  Spandex was  the

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largest  distributor of equipment and related  materials  to  the
sign   making  industry  in  Europe.   The  purchase  price   was
approximately   $173,000,000.    In   addition,    Spandex    had
approximately $11,600,000 in outstanding debt that was assumed.

      As  of  March  31, 1998, the Company sold its  Imaging  and
Inspection  Systems product class to the BARCO Group  of  Belgium
for   $25,000,000   in  cash.   This  product  class   developed,
manufactured,  marketed,  and serviced  interactive  imaging  and
inspection  systems  for the electronics and commercial  printing
industries.

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

      On  February 12, 1997, the Company's GT subsidiary acquired
the  outstanding  stock of Cutting Edge Inc.  (Cutting  Edge)  of
Marblehead,  Massachusetts,  for a total  cost  of  approximately
$7,800,000 and subsequently merged that company into GT.  Cutting
Edge  manufactures high-performance single layer  fabric  cutting
systems   for  the  industrial  fabric,  automotive,   furniture,
apparel, and composite materials industries.  GT has continued to
develop,  manufacture,  market,  and  support  the  Cutting  Edge
product lines.

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

      The  Company conducts its business through three  principal
operating  segments.  These operating segments,  their  principal
products  and  services,  and a description  of  their  principal
methods  of  distribution  follows.  Other  relevant  information
regarding the Company's measurement of segment profit or loss and
segment assets, factors used to identify reportable segments, and
the  financial  information required by Item 1  relating  to  the
reportable  segments are included in Part II, Item  8,  Note  17,
"Segment  Reporting"  of  the "Notes  to  Consolidated  Financial
Statements" appearing on page 57 of this Form 10-K.

SIGN MAKING AND SPECIALTY GRAPHICS

      GSP  and  Spandex comprise the Company's  Sign  Making  and
Specialty Graphics operating segment.

      GSP is a world leader in the development and manufacture of
computerized   sign   making  and  specialty  graphics   systems,
software,  materials, and accessories. Digital design,  printing,

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and  production products are integrated to provide customers with
comprehensive  engineered  solutions  for  color   printing   and
dimensional  signage.   GSP also develops  and  supplies  quality
state-of-the-art  aftermarket  materials  to  maximize  equipment
performance and output.

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

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

APPAREL AND FLEXIBLE MATERIALS

      GT  comprises the Company's Apparel and Flexible  Materials
operating  segment.   GT is a world leader in advanced  computer-
aided  design and manufacturing systems for producing industrial,
commercial,  and  retail sewn goods.  GT produces  computer-aided
design,  pattern-making,  and  marker-making  systems;  computer-
controlled  material spreading and cutting systems;  and  several
related   hardware  and  software  systems.   GT  also   provides
maintenance services for a substantial portion of the systems  it
produces.    These  integrated  hardware  and  software   systems
significantly   improve  the  efficiency  of   information   data
management,  product  and  pattern  design,  grading  and  marker
making,  fabric  spreading  and cutting,  and  material  handling
processes. They also are used to manufacture products  formed  by
flexible  materials, such as luggage, toys, marine products,  and
composites.

<PAGE 7>

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

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

OPHTHALMIC LENS PROCESSING

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

     GC's  production solutions replace a set of  related  manual
tasks  with  computer-controlled  automation,  reducing  operator
skill levels required 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 GC's products include independent wholesale
eyeglass  processing laboratories, "super-optical" retail  stores
with  on-site  processing facilities, retail chains with  central
processing   laboratories,   and  independent   ophthalmologists,
optometrists,  and opticians.  GC products are sold  through  its
direct worldwide distribution network.

<PAGE 8>

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

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

RESEARCH AND DEVELOPMENT

     The Company continues to emphasize technological development
with  research  and development programs designed to  create  new
software  and  hardware products, improve existing products,  and
modify  products to meet specific customer needs.  The  Company's
research  and development expenses for the years ended April  30,
2000,   1999,   and  1998  were  $33,022,000,  $31,468,000,   and
$31,810,000,  respectively,  and  were  charged  to   income   as
incurred.  The  Company's  Sign  Making  and  Specialty  Graphics
operating   segment  also  received  and  expended  approximately
$56,000  and  $213,000 for the years ended April  30,  1999  and
1998,  respectively, for customer-funded research and development
projects.

MARKETING

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

<PAGE 9>

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

PATENTS AND TRADEMARKS

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

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

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

SEASONALITY

       No  segment  of  the  Company's  business  is  subject  to
significant seasonal fluctuation.  Sales of aftermarket  supplies
in  the Sign Making and Specialty Graphics operating segment  can
be  affected  by the weather in the winter months (the  Company's
third  quarter) as many of these supplies are used for production
of outdoor signage.

WORKING CAPITAL

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

<PAGE 10>

CUSTOMERS

      The Company's customers are primarily end-users, except  in
the  Sign  Making and Specialty Graphics segment, for  which  the
Company's  customers  in  the U.S. are independent  distributors.
Spandex,  an acquisition that is included in this segment,  sells
directly  to  end users in other geographic markets.   No  single
customer  accounted  for  10 percent or  more  of  the  Company's
consolidated  revenue in 2000, 1999, or 1998. 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 overall business or segments thereof.

BACKLOG

       The  Company's  backlog  of  orders  considered  firm  was
approximately  $45,200,000  at  April  30,  2000,  compared  with
$50,800,000 at April 30, 1999.  Substantially all the backlog  at
April  30,  2000, is scheduled for delivery in 2001.  The Company
records  as  backlog  firm  orders  from  customers  for delivery
at specified dates.

      The  Company's  backlog  at April  30,  2000  and  1999  by
operating segment follows (in thousands):

   Operating Segment:                    4/30/00    4/30/99
   ----------------------------------    -------    -------
   Sign Making and Specialty Graphics    $ 4,500    $ 6,100
   Apparel and Flexible Materials         34,900     41,400
   Ophthalmic Lens Processing              5,800      3,300
                                         -------    -------
   Total                                 $45,200    $50,800
                                         =======    =======

COMPETITION

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

     The  Company  holds the predominant market position  in  the
marketplace  for  computer-controlled sign making  and  specialty
graphics systems.  The Company pioneered the development of these
technologies.  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,
selling/distribution  channels,  and  support  strength  of   the
Company.

<PAGE 11>

      The  Company  believes  that it is  the  largest  worldwide
supplier  to  the  apparel and flexible materials  industries  of
computer-controlled 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  in  the  past  that  infringed  the
Company's   patents,  and  the  Company  has  received  favorable
settlements from such competitors.

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

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

OTHER RISK FACTORS

      The  Company's businesses and operations worldwide  can  be
affected  by  changes  in  economic, industrial,  political,  and
international  conditions, including changes  in  interest  rates
(which  can  affect demand for capital equipment as well  as  the
Company's  financing  costs);  changes  in  legislation  and   in
government regulations (including regulations relating to capital
contributions,   currency   conversion,   and   repatriation   of
earnings);  changes  in  technology;  and  changes  in   currency
exchange  rates. The Company's export sales have  generally  been
made in U.S. dollars, except for certain products and territories
(principally in Western Europe), where the Company has made sales
in  local currencies.  The Company has a program to hedge certain
local  currency sales through the use of forward foreign currency
exchange contracts.

     The Company was party to approximately $9,400,000 in forward
exchange  contracts at April 30, 2000 providing for the  delivery
by  the  Company  of various foreign currencies in  exchange  for
others  over the succeeding months.  The counterparties to  these
contracts were major international commercial banks. The  Company
continually monitors its open forward exchange contract  position
and does not anticipate nonperformance by the counterparties.

     To  hedge  the variability in future cash flows attributable
to  interest rate fluctuations associated with a portion  of  the
U.S.  dollar borrowings under its multi-currency revolving credit
facility, the Company entered into a four-year interest rate swap
contract.  The notional amount of this swap contract at April 30,

<PAGE 12>

2000   was  $54,000,000,  and  this  will  decrease  ratably   to
$32,000,000  over the remainder of the contract's  term  (January
2003).   The market value of this swap contract was approximately
$2,000,000 at April 30, 2000.

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

      A  discussion  of the Company's efforts to modify  computer
systems  for  the  transition to the Year  2000  is  included  in
Management's  Discussion and Analysis of Financial Condition  and
Results of Operations under the heading "Year 2000" on page 29 of
this Form 10-K.

       A   discussion  of  the  impact  on  the  Company  of  the
introduction  of the "euro" as a common currency  of  the  member
countries of the European Economic and Monetary Union is included
in  Management's  Discussion and Analysis of Financial  Condition
and Results of Operations under the heading "Euro Conversion"  on
page 29 of this Form 10-K.

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

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

-    future   earnings  and  other  measurements   of   financial
     performance,
-    future cash flow and uses of cash,
-    the  effect  of  economic downturns or growth in  particular
     regions,
-    the effect of changes in the level of activity in particular
     industries or markets,
-    the scope or nature of acquisition activity,
-    prospective   product   developments   and   new    business

<PAGE 13>

     opportunities,
-    cost reduction efforts,
-    the outcome of contingencies,
-    the impact of Year 2000 conversion efforts, and
-    the transition to the use of the euro as a currency.

       All   forward-looking   statements   involve   risks   and
uncertainties that may cause actual results to differ  materially
from   those   expressed  or  implied  in   the   forward-looking
statements.  For additional information identifying factors  that
may cause actual results to vary materially from those stated  in
the  forward-looking  statements, see the  Company's  reports  on
Forms  10-K, 10-Q, and 8-K filed with the Securities and Exchange
Commission  from  time to time.  The Company's Annual  Report  on
Form  10-K for fiscal 2000 includes important information  as  to
risk  factors  in  the  "Business"  section  under  the  headings
"Operating   Segments"  and  "Other  Matters  Relating   to   the
Corporation's Business as a Whole."

ITEM 2.  PROPERTIES.

      The  Company's  principal operations are conducted  in  the
following facilities:
                                                Square
Type of Facility             Location           Footage
--------------------         -----------------  ---------
Manufacturing/office (O)     South Windsor, CT  412,000
                              (3 sites)
Manufacturing/office (O)     Tolland, CT        252,000
Manufacturing/office (O)     Manchester, CT     118,000
Manufacturing/office (O)     Muskogee, OK       157,000
Manufacturing/office (O)     Lancaster, England  55,000
Manufacturing/office (L)     Ikast, Denmark      64,000
Manufacturing/office (L)     Marblehead, MA      32,000
Service/office (O)           Richardson, TX      68,000
Warehouse/sales and service
office (O)                   Bristol, England   120,000
Warehouses/sales and
service offices (O)          Various             94,000
Warehouses/sales and
service offices (L)          Various            581,000
-----------------------
(O) Company-owned
(L) Leased

     Two  of  the three sites the Company owns in South  Windsor,
Connecticut,   totaling  166,000  square  feet,   are   currently
unoccupied and are not being used in operations.  The Company has
listed these facilities for sale.  In addition, the Company plans
to  consolidate the operations of the service/office facility  in
Richardson, Texas into its Tolland, Connecticut facility and sell
the Texas facility.

<PAGE 14>

     Management believes that the Company's remaining 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 $4,311,000 in the fiscal year  ended
April 30, 2000.

      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, 2000, the aggregate rental under
such  leases  was  $2,294,000.  The Company fully  utilizes  such
machinery and equipment.

ITEM 3.  LEGAL PROCEEDINGS.

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

      Other  relevant information regarding legal proceedings  is
included in Part II, Item 8, Note 10, "Litigation Award," of  the
"Notes to Consolidated Financial Statements" appearing on page 47
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, 2000.

EXECUTIVE OFFICERS OF THE REGISTRANT.

      Included  in  Part III, Item 10, "Directors  and  Executive
Officers  of the Registrant," appearing on page 64 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
1,370  at  April  30,  2000.  The other information  required  by
Item  5  is  included  in Part II, Item 8, Note  21,   "Quarterly
Results  (Unaudited)"  of  the "Notes to  Consolidated  Financial
Statements" appearing on page 63 of this Form 10-K.

<PAGE 15>

ITEM 6.  SELECTED FINANCIAL DATA.

                                For years ended April 30
                     ----------------------------------------------
In thousands except
per share amounts        2000      1999     1998      1997     1996
-------------------  --------  -------- --------  -------- --------

Sales and service
 revenue             $610,726  $594,618 $430,480  $380,917 $359,120

Net earnings before
  non-recurring
 special charge 1      25,875    29,580   23,685    16,009   19,868

 Per common share
  Basic                  1.17      1.31     1.04       .69      .85
  Diluted                1.16      1.29     1.02       .69      .84

Net earnings 2-4       25,875    29,580    7,385    16,009   19,868

 Per common share
  Basic                  1.17      1.31      .32       .69      .85
  Diluted                1.16      1.29      .32       .69      .84

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

Total assets          572,836   542,260  338,767   325,215  312,988

Long-term debt        194,892   173,338    6,953     7,145    7,338

Shareholders'equity  $256,912  $243,331 $230,914  $248,021 $239,298

Weighted-average
 common shares
 outstanding
  Basic                22,140    22,590   22,800    23,250   23,463
  Diluted              22,390    23,011   23,331    23,365   23,689


     See "Summary of Significant Accounting Policies and Notes to
Consolidated Financial Statements" appearing on pages 41  through
64   of   the  Company's  fiscal  year  2000  Annual  Report   to
Shareholders for a description of any acquisitions  or  sales  of
businesses   materially  affecting  the  comparability   of   the
information  reflected in the "Selected Financial Data"  required
by Item 6.

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

<PAGE 16>

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

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

4 Net  earnings  for  the  year  ended April  30,  2000  included
     $6,200,000 ($.18 diluted earnings per share) in excess costs
     on  initial  production  of  certain  new  products  in  the
     Company's  Sign  Making  and  Specialty  Graphics  operating
     segment.

<PAGE 17>

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

For years ended April 30, 2000, 1999, and 1998
------------------------------------------------------------------
RESULTS OF OPERATIONS

Changes in the Consolidated Entity
----------------------------------

      During fiscal 2000, the Company purchased five distribution
businesses  included  in its Sign Making and  Specialty  Graphics
operating segment.  Accordingly, these acquisitions were included
in the Company's consolidated balance sheet at April 30, 2000, and
in  the  Company's results from operations and cash  flows  since
their respective acquisition dates.

     In  May  1998, the Company acquired the outstanding  capital
stock  of  Spandex  PLC  (Spandex).   Accordingly,  Spandex   was
included  in the Company's consolidated balance sheets  at  April
30,  2000  and 1999, and in the Company's results from operations
and  cash flows for the twelve-month periods ended April 30, 2000
and 1999.

     In February 1998, the Company acquired the outstanding stock
of Coburn Optical Industries, Inc. (Coburn).  Coburn was included
in  the Company's consolidated balance sheets at April 30,  2000,
1999  and  1998, and in the Company's results from operations and
cash flows for the twelve-month periods ended April 30, 2000  and
1999, and the two months ended April 30, 1998.

     In  March  1998, the Company sold its Gerber  Systems  unit,
which  comprised  the  Company's Imaging and  Inspection  Systems
product class.  As a result, the Company's April 30, 1998 balance
sheet, and  the fiscal years 2000 and 1999 results of  operations
and cash flows, did not include any Gerber Systems activity.

Revenue - 2000 vs. 1999
-----------------------
     Consolidated revenue in 2000 was $610.7 million, an increase
of $16.1 million or 2.7 percent from $594.6 million in 1999.  The
increase in 2000 reflected both higher product sales and  service
revenue.  Each  of  the Company's operating segments  experienced
sales  growth  in  2000,  except for the anticipated  decline  in
revenue in the Company's Ophthalmic Lens Processing segment.

       The  2000  increase  reflected  higher  revenue  from  the
distributor  business  acquisitions  in  the  Sign   Making   and
Specialty Graphics operating segment.  These acquisitions,  which
had   annualized  sales  of  approximately  $25  million,   added
incremental revenue of $13.5 million for the periods included  in
the  April  30, 2000 results of operations. The sale  of  certain
distribution  operations in this segment in  last  year's  second
quarter was an offsetting factor ($2.5 million in sales in 1999).

<PAGE 18>

     Adjusting  for  the  acquisitions and divestiture,  combined
sales  and  service revenue was slightly higher in 2000  than  in
1999, despite  significantly weaker European  currencies.   Lower
translation rates depressed year-to-year sales by $17.3  million.
The   Sign  Making  and  Specialty  Graphics  operating  segment,
adjusted  for  the  acquisitions and divestiture  and  relatively
weaker foreign currencies, grew $17.0 million (6.2 percent)  this
year,  largely reflecting the on-going strength of  the  European
economy.  After  adjusting for the impact of the  weaker  foreign
currencies,  sales and service revenue was higher in the  Apparel
and  Flexible Materials operating segment.  This was largely  the
result  of  a rebound in international markets for this segment's
automated   cutting  equipment  products.   Sales   of   products
introduced during the year (a new single-ply cutting system and a
leather  cutting  system)  added to the sales  increase.  Overall
sales  were  also  bolstered  this  year  by  the  Company's  new
marketing  initiative in the packaging industry.   This  business
added $2.3 million to combined sales and service revenue, and was
included  in  the  Sign Making and Specialty  Graphics  operating
segment.   The  anticipated lower shipments  of  Ophthalmic  Lens
Processing equipment ($7.0 million) and some disruption  in  this
year's  first  quarter from the implementation of  an  enterprise
resource  planning  (ERP)  system in  the  Apparel  and  Flexible
Materials operating segment were offsets to the sales gains.

      Service  revenue  increased $4.7 million (9.6  percent)  in
2000.  The  largest increase came from the Apparel  and  Flexible
Materials  operating  segment, and  was  partly  the  result   of
incentives used to enhance that segment's service business.

      On a geographic basis, sales gains were realized in 2000 in
international  markets,  particularly in  Pacific  and  Far  East
countries  ($20.0  million higher), Latin America  ($4.0  million
higher),  and  Africa and the Middle East ($8.6 million  higher).
These  gains  were  reflected  principally  in  the  Apparel  and
Flexible  Materials operating segment and also  as  a  result  of
business  acquisitions. Fiscal 2000 sales to North  American  and
European customers were $5.4 million and $11.1 million lower than
the  prior  year, respectively. The North American sales  decline
was  mostly  due to the anticipated lower shipments of ophthalmic
lens  processing  equipment.   In Europe,  the  weakness  of  the
currencies  had  a  financial  statement  translation  effect  on
revenue  and  caused  price  competitiveness  issues,  and  these
factors led to the lower sales.

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

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

<PAGE 19>

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

      Adjusting  for  the acquisitions and divestiture,  combined
sales  and  service revenue was lower in 1999 than in  1998.  The
decrease  in  revenue  in  the  Apparel  and  Flexible  Materials
operating  segment was caused predominately by lower sales  as  a
result  of  economic  weakness in certain international  markets,
particularly  Southeast Asia, Turkey, and  Brazil.  Strong  sales
into Mexico was an offsetting factor for this segment.

     The Company also experienced weakness in its Ophthalmic Lens
Processing  operating segment in the second half of  1999.   This
was  caused  by  softness  in end sales of  prescription  optical
lenses,  consolidation in both the retail and wholesale  segments
of  the  industry, and, to a lesser extent, the economic weakness
in Brazil.  The Company's management took actions to reduce costs
in  the  Optical Lens Manufacturing business to account  for  the
lower  volume,  which included reducing the workforce  and  other
initiatives.

      Combined sales and service revenue for the Sign Making  and
Specialty Graphics operating segment was slightly higher in  1999
than  in  1998.   Sales  of  the Company's  aftermarket  supplies
increased  in 1999,  notably the demand for consumables  for  the
GERBER EDGE, a digital imaging system for color printing directly
onto sign vinyl.

      Service  revenue increased $8.6 million (21.3  percent)  in
1999,  after  adjusting  for the  elimination of  service revenue
from  the  sale  of  the Imaging and Inspection  Systems  product
class.   This  increase  was  caused  principally  by  management
initiatives  to grow the Company's service business and  also  by
the acquisitions of Spandex and Coburn.

      On a geographic basis, sales gains were realized in 1999 in
the   North  American,  Latin  American,  and  European  markets.
Acquisitions  were a major factor - the gains came  predominantly
from Spandex' sales in  Europe and Canada, and Coburn's sales  in
North America, Latin America, and Europe. After adjusting for the
business  acquisitions  and divestiture, sales  to  European  and
Latin  American  customers were higher, due  to  an  increase  in
demand  for the Company's Apparel and Flexible Materials systems.
These  increases were somewhat offset by lower sales  of  Apparel
and Flexible Materials systems in certain depressed international
markets, including Southeast Asia and Turkey.

<PAGE 20>

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

     Consolidated revenue in 1998 was $430.5 million, an increase
of  $49.6 million or 13 percent from $380.9 million in 1997.  The
increase  in  1998 reflected higher product sales  and  a  slight
increase  in  service  revenue.  Each of the Company's  operating
segments  experienced  sales  growth  in  1998,  except  for  the
Company's Imaging and Inspection Systems product class, which was
sold  in March 1998.  Consolidated revenue was also bolstered  by
acquisitions in 1998.  Gerber Technology's (GT) Cutting Edge,  an
acquisition  in  the fourth quarter of 1997, and  Coburn  Optical
Industries, Inc., an acquisition in the fourth quarter  of  1998,
incrementally  added  $16.5 million and  $12.5  million  to  1998
sales.

     The  largest  increase  in product  sales  occurred  in  the
Company's  Apparel  and  Flexible  Materials  operating  segment.
Significant  increases within this operating  segment  came  from
GERBERcutter fabric cutting systems and fabric spreading systems.
Also contributing were higher sales of related software products,
including a product data management system.

     Product  sales  also increased in 1998  from  sales  of  the
Company's  lens  edge  finishing  systems  to  optical  retail
chains  and   wholesale  optical   laboratories.   The  Company
benefited  from higher demand  for  its  complete lab system
in these markets.  Sales  were  also  generated from the  Company's
strategic   distribution  alliance  with  a   major,   vertically
integrated lens manufacturer.

     Higher  sales of the Company's aftermarket supplies for  the
Sign   Making  and  Specialty  Graphics  operating  segment  also
contributed to the 1998 sales increase.

     On  a geographic basis, sales gains were realized in 1998 in
each  of  the Company's major geographic markets - U.S.,  Europe,
the Far East, and other international.  Most notably, export sales to
European  customers improved significantly, which was  caused  by
the  continuation of a stronger shipment trend that began in  the
second half of 1997.

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

      The  overall gross profit margin in 2000 was 39.6  percent,
which was lower than the prior year margin of 41.3 percent. Gross
profit margins on product sales were lower, while service margins
were  higher.  The decrease in product gross profit margins (38.9
percent  in  2000  compared with 41.4 percent in  1999)  occurred
primarily  in the Sign Making and Specialty Graphics and  Apparel
and Flexible Materials operating segments.

<PAGE 21>

      The continued deterioration of European currency valuations
was  a  significant cause of the margin erosion in both of  these
segments,  reducing  gross profit margins by  approximately  $4.0
million.  Management  anticipates  this  margin   pressure   will
persist,  absent  a  rebound in European  currency  values.  Also
reducing  the  overall gross profit margin were excess  costs  of
$6.2 million on initial production of certain new products in the
Company's Sign Making and Specialty Graphics operating segment.

      Service  gross profit margins were higher in 2000  than  in
1999.  The increase  was realized primarily in  the  Apparel  and
Flexible  Materials  operating segment, and  was  caused  by  the
service revenue increases noted above.

     The  overall  gross profit margin in 1999 was 41.3  percent,
which  was  lower  than the 1998 margin of  44.8  percent.  Gross
profit margins on product sales were lower, while service margins
were  higher.  The decrease in product gross profit margins (41.4
percent  in 1999 compared with 45.9 percent in 1998) was  related
primarily  to the inclusion of Spandex in the Company's financial
statements  in 1999.  As a distributor, Spandex historically  had
gross  profit  margins substantially lower  than  the  Company's.
However,    Spandex'    historical   operating    margins    were
incrementally higher than the Company's recent operating margins,
owing  in  part  to  the  absence of  spending  on  research  and
development.  Also reducing the comparative product gross  profit
margins in 1999 was the inclusion of Coburn.  A larger percentage
of  Coburn's  product mix has historically  come  from  sales  of
aftermarket  products (e.g., consumables), which  generally  have
gross  profit margins lower than equipment sales.  Compared  with
1998, lower margins were also earned by the Company's Apparel and
Flexible  Materials  segment in 1999, caused  in  part  by  price
discounting on sales of cutting and marker-making systems to  the
apparel   industry,  and  in  part  by  the  weakening   European
currencies  that  occurred later in the year.   This  discounting
pressure  intensified in 2000 with the continued decline  in  the
currencies, and management anticipates it will continue in 2001.

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

      The  overall  gross profit margin in 1998 was 44.8  percent
compared  with  44.2  percent in 1997.  This  increase  reflected
higher  margins on product sales, which were partially offset  by
lower  service  margins.  Favorable volume  effects  from  higher
shipments of fabric cutting systems, especially in North American
markets,  was  a  primary reason for the improvement.   This  was
partially  offset by weaker margins in the Imaging and Inspection
Systems products, as well as service.

<PAGE 22>

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

     Selling,   general   and  administrative  (SG&A)   expenses,
including  goodwill  amortization,  were  $160.3  million   (26.3
percent  of revenue) in 2000.  This compared with $158.9  million
(26.7  percent  of  revenue) in 1999  and  $129.8  million  (30.2
percent of revenue) in 1998.

     Dollar increases in 2000 came from higher marketing expenses
related to new product introductions and from including the  SG&A
expenses  of the acquisitions. Depreciation of capitalized  costs
associated  with the implementation of a new enterprise  resource
planning  (ERP) system also contributed to the increase  in  SG&A
expenses.   These  increases  were  partially  offset   by   cost
reduction  actions  taken in 1999 to resize the  Ophthalmic  Lens
Processing operating segment.

     The  Spandex  and  Coburn acquisitions  were  the  principal
reasons  for  the  dollar increase in 1999  SG&A  over  1998.  In
addition,  the amortization of the Spandex and Coburn acquisition
goodwill   ($5.6   million   and  $1.9   million,   respectively)
contributed to the increase in 1999. The elimination of the  SG&A
associated with the Imaging and Inspection Systems product  class
was an offsetting factor.

Research and Development (R&D) Expenses
---------------------------------------

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

     In  2000, the Company continued this commitment. R&D expense
of  $33.0  million was $1.6 million higher than in 1999, and  was
attributable to new products introduced in each of the  Company's
operating  segments in 2000.  By operating segment,  the  overall
increases  included the development of new sign making  plotters,
wide-format digital imaging systems, software, and a new die tool
routing  system for packaging industry applications in  the  Sign
Making  and  Specialty  Graphics  segment  ($1.6  million);   new
automated  cutting  systems  and  plotters  in  the  Apparel  and
Flexible  Materials  segment  ($2.0 million);  and  lens  surface
generation   and   finishing  systems  in  the  Ophthalmic   Lens
Processing segment.  Cost reductions implemented in this  segment
as  a  result of prior year industry softness offset R&D spending
for  new  product  development and resulted  in  a  $1.0  million
overall decrease.  The ratio of R&D to revenue of 5.4 percent  in
2000 was roughly the same as 1999's ratio of 5.3 percent.

<PAGE 23>

     R&D  expense  of  $31.5  million in 1999  was  substantially
unchanged  from  1998.   However, the ratio  of  R&D  to  revenue
declined  to 5.3 percent in 1999 from 7.4 percent in  1998.   The
lower  1999 ratio was caused by growth in the revenue  base  from
the Spandex acquisition without commensurate R&D expense. Spandex
is  predominantly a distribution company and does not  incur  R&D
expenses. In  addition to the incremental expenses of Coburn, R&D
increases in 1999 were also related to the development of new sign
making plotters and  output  devices ($0.8 million) and automated
cutting systems  ($1.8  million).  These increases were offset by
the elimination of the Company's Imaging  and  Inspection  System
product class.

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

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

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

      Interest expense in 2000 amounted to $10.6 million and  was
$0.9  million  lower  than  interest expense  in  1999  of  $11.5
million.   The  decrease in interest expense was  the  result  of
lower  average interest rates in this year's first half  compared
with  the prior year. Interest expense increased sequentially  in
the  latter  half of 2000 as a result of higher debt  levels  and
rising   short-term  interest  rates.   Most  of  the   Company's
borrowings  were against a $235 million multi-currency  revolving
credit  facility. The interest rate on these borrowings is  based
on  the  London Interbank Offered Rate (LIBOR) for  the  relevant
currency and term, plus a margin based on the relationship of the
Company's  consolidated  total debt to  EBITDA  (earnings  before
interest, taxes, depreciation, and amortization).  In addition to
the  credit  facility,  the Company's debt  obligations  included
Industrial  Revenue  Bonds  with short-term  variable  tax-exempt
interest rates in each of the years 2000, 1999, and 1998.

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

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

<PAGE 24>

Taxes
-----

     The  statutory U.S. Federal income tax rate was  35  percent
for  each  of the years 2000, 1999, and 1998, while the effective
income  tax provision rates were 33.6 percent, 35.8 percent,  and
25.3   percent,  respectively.   Offsetting  the  statutory  U.S.
Federal  income tax rate in each year were benefits from research
and  development tax credits (reinstated through  legislation  in
1997)  and  tax savings derived from the Company's Foreign  Sales
Corporation  (FSC).  Tax reduction strategies involving  dividend
repatriation from the Company's wholly-owned foreign subsidiaries
in  2000  and  tax-exempt  interest  income  from  the  Company's
municipal bond investments in 1998 also reduced the tax rates  in
those respective years.

     The  higher  tax rates in 2000 and 1999 were  primarily  the
result  of  the goodwill amortization related to the acquisitions
of  Spandex  and Coburn, which is not deductible for Federal  and
state  income  tax purposes.  The fiscal 1998 tax rate  was  also
impacted  by  the  reduction in pre-tax income from  the  special
charge in that year.

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

     Net  earnings were $25.9 million, or $1.16 on a diluted  per
share  basis for 2000.  In 1999, net earnings were $29.6 million,
or  $1.29 diluted earnings per share.  The principal factors that
led  to the lower earnings in 2000 were the lower exchange  value
of  European  currencies  and the excess  costs  related  to  the
introduction  of  new products in the Sign Making  and  Specialty
Graphics  segment. In 1998, net earnings were $23.7  million,  or
$1.02 diluted earnings per share, before the non-recurring special
charge.   The  special charge of approximately $16.3 million,  or
$.70  diluted  earnings per share, reduced net earnings  to  $7.4
million, or $.32 diluted earnings per share in 1998.

Reporting
---------

      In  June  1998,  the Financial Accounting  Standards  Board
(FASB)  issued  Statement  No. 133,  "Accounting  for  Derivative
Instruments  and Hedging Activities" (SFAS 133).   The  Statement
establishes  accounting  and reporting standards  requiring  that
derivative instruments be recorded in the balance sheet as either
an asset or liability measured at fair value, and that changes in
fair  value be recognized currently in earnings, unless  specific
hedge accounting criteria are met.  In June 1999, the FASB issued
Statement  No.  137, "Accounting for Derivative  Instruments  and
Hedging  Activities  -  Deferral of the Effective  Date  of  FASB
Statement  No. 133," which delays the required adoption  of  SFAS
133  to  the Company's fiscal year 2002.  The timing of  adoption

<PAGE 25>

and the effect of SFAS 133 on the Company's financial position or
results of operations have not yet been determined.

FINANCIAL CONDITION

Liquidity
---------

     The  Company's short-term liquidity at April  30,  2000  was
substantially the same as the preceding year-end and adequate for
the Company's requirements.  Cash and short-term cash investments
totaled  $23.0  million  at April 30, 2000  compared  with  $26.5
million  at  April  30,  1999.  Net working  capital  was  $139.5
million  at  April  30,  2000 compared  with  $109.7  million  at
April  30,  1999.   The  $29.8 million increase  in  net  working
capital  was caused partly by the record fourth quarter shipments
in  2000  and  also by the delayed introduction  of  certain  new
products  in  the  Sign  Making and Specialty  Graphics  segment.
Working  capital  associated with the Sign Making  and  Specialty
Graphics  business acquisitions also contributed to the increase.
The working capital ratio at April 30, 2000 was 2.2 to 1 compared
with 1.9 to 1 at April 30, 1999.

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

      Cash  provided by operations is a principal source of funds
to  finance  working  capital  needs  and  capital  expenditures.
Operating activities provided $27.1 million in cash in 2000. Cash
in  2000  was generated by earnings and the non-cash charges  for
depreciation  and  amortization.  The higher accounts  receivable
and  inventory  balances noted above were a  significant  offset.
Cash generated from operations was also reduced by lower accounts
payable  and  accrued liabilities balances  due  largely  to  the
timing of vendor payments.  Reduction of inventory and receivable
balances represent a significant cash flow generation opportunity
for the Company.

      The  principal non-operating uses of cash in 2000 were  for
the additions to property, plant, and equipment of $22.3 million,
and  the  business acquisitions in the Sign Making and  Specialty
Graphics  operating  segment  of  $14.7  million.   The   Company
anticipates that capital expenditures for fiscal 2001 will be  in
the range of $18-$20 million, and expects to fund these with cash
on hand and cash from operations.

      Another  significant non-operating use of cash in 2000  was
for  the  Company's common stock repurchase program.  In November
1998,  the  Board  of  Directors authorized  a  stock  repurchase
program  for up to 3,000,000 shares, or approximately 13 percent,
of  the  Company's then-issued and outstanding common stock.   In
the  year  ended April 30, 2000, the Company repurchased  286,600
shares under the new authorization.  The cost of these shares was
$4.7  million.   At  April  30, 2000, 1,976,200  shares  remained

<PAGE 26>

available  for  repurchase under the authorization.   Other  non-
operating  uses of cash in 2000 included payment of dividends  of
$7.1 million.

     The  Company's total long-term debt at April  30,  2000  was
$194.9  million, which was higher than the April 30, 1999 balance
of   $173.5  million.   Net  debt  (total  debt  less  cash   and
investments)  was $171.9 million at April 30, 2000 versus  $147.0
million  at  April  30, 1999, as cash was required  in  2000  for
acquisition funding, additions to property, plant, and equipment,
and  to finance the growth in working capital.  The ratio of  net
debt to total capital increased to 40.1 percent at April 30, 2000
from 37.7 percent at April 30, 1999.

     Operating activities provided $65.3 million in cash in 1999.
Cash  in  1999 was generated by earnings and the non-cash charges
for  depreciation and amortization and lower inventory  balances.
Cash  generated  from  operations was slightly  offset  by  lower
accounts payable and accrued liabilities balances due largely  to
the timing of vendor payments.

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

     Another  significant non-operating use of cash in  1999  was
for  the  repurchase of the Company's common stock. In  the  year
ended April 30, 1999, the Company repurchased 868,400 shares at a
cost  of $16.8 million.  Other non-operating uses of cash in 1999
were additions to property, plant, and equipment of $22.6 million
and payment of dividends of $7.2 million.

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

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

<PAGE 27>

cycles.

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

Debt
----

     In  May  1998, the Company obtained a five-year $235 million
multi-currency  revolving credit facility from a group  of  major
U.S.  and  international commercial banks.  The  purpose  of  the
facility  was to finance the acquisition of the capital stock  of
Spandex  and  the refinancing of its debt, and for other  general
corporate purposes.  Borrowings against this facility were $188.9
million  at April 30, 2000 and $165.2 million at April 30,  1999.
The  interest rate on borrowings under this facility is  variable
and  is  based on LIBOR (London Interbank Offered Rate)  plus  an
applicable  margin, which ranges from 1/4 percent to 5/8  percent
based  on  the  relationship of the Company's consolidated  total
debt  to  EBITDA (earnings before interest, taxes,  depreciation,
and  amortization).  The weighted average interest  rate  on  the
borrowings  drawn  against this facility was 6.2  percent  as  of
April 30, 2000 and 5.0 percent as of April 30, 1999.  This credit
line  also  has  a  facility fee, which ranges from  1/8  to  1/4
percent of the credit line.

     Covenants  in  the credit facility require  the  Company  to
maintain  certain levels of net worth, certain  ratios  of  total
debt  to  EBITDA, and a minimum fixed charge coverage amount,  as
defined  therein.   At  April  30,  2000,  the  Company  was   in
compliance  with these covenants.  Under the most restrictive  of
these   covenants,  approximately  $171.4  million  of   retained
earnings  was  not available for dividend payments at  April  30,
2000.

      In  addition to the $235 million revolving credit facility,
the  Company has a $15 million multi-currency line of credit from
a  major  European  commercial bank.   This  line  of  credit  is
available  in  various  sub-limits to certain  of  the  Company's
European subsidiaries, and repayment is guaranteed by the  parent
Company.  There were no borrowings against this line of credit at
April  30,  2000.   Borrowings under this  line  of  credit  bear
interest at 1/4 percent above LIBOR for the relevant currency and
term with a commitment fee of 1/8 percent of the unused amount.

<PAGE 28>

     At  April  30,  2000 and 1999, the Company's long-term  debt
also  included tax-exempt Industrial Revenue Bonds  amounting  to
$6.0 million and $7.0 million, respectively, at those dates.  The
weighted  average interest rate on this debt was 4.9  percent  at
April  30, 2000 and 4.1 percent at April 30, 1999.  The Company's
ratio  of total debt to total capitalization was 43.1 percent  at
April 30, 2000 compared with 41.6 percent at April 30, 1999.

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

     As of April 30, 2000, the Company was party to approximately
$9.4  million  in  forward exchange contracts providing  for  the
delivery  by  the Company of various currencies in  exchange  for
others  over the succeeding eleven 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
non-performance 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,  2000  for
future  deliveries of the various currencies,  the  hedging  loss
deferred at that date amounted to approximately $1 million.

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

     In  April  1999, the Company entered into an  interest  rate
swap  contract with a major international commercial  bank.   The
contract  fixed  the LIBOR interest rate on an  initial  notional
amount of $62 million that reduces ratably to $32 million over  a
four-year  term. The Company designated this swap as a  hedge  of
its exposure to variability in future cash flows attributable  to
the  LIBOR  plus  applicable margin interest payments  due  on  a
portion of the U.S. dollar denominated borrowings under its multi-
currency  revolving  credit facility.  The interest  differential
paid  or  received under this contract will be recognized  as  an
adjustment  to  the effective interest expense of the  underlying
borrowing hedged.  The market value of this contract at April 30,
2000 was approximately $2 million.

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

     The Company has an agreement with a major financial services
institution  to  provide lease financing  to  purchasers  of  the
Company's  equipment.  The present value of the lease receivables
financed  under  this  agreement amounted to approximately  $62.2
million  at April 30, 2000 and $59.7 million at April  30,  1999.
The underlying equipment collateralizes the lease receivables. In
the event of default by the lessee, the Company has liability  to
the  financial  services institution under  recourse  provisions.

<PAGE 29>

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 financed in
a calendar year and range from five to ten percent of the  amount
financed.  Management  believes  the allowance it has established
for  losses under the  recourse  provisions  is adequate to cover
the Company's obligations.

YEAR 2000

     As disclosed in the Company's Annual Report on Form 10-K for
the year ended April 30, 1999, the Company had developed plans to
address the possible business risks related to the impact of  the
Year  2000  on  its computer systems.  The Company's preparations
for  the  Year 2000 resulted in a successful transition into  the
new  millennium,  whereby  the Company has  not  experienced  any
significant  Year  2000  related  disruptions  to  its  business,
including  information systems, products, and supply chain.   The
Company  is  also not aware of any significant Year 2000  related
disruptions affecting its customers and suppliers.  Although  the
Company  does not anticipate any significant impact due  to  Year
2000  exposures,  it will continue to monitor  critical  systems,
suppliers,  and  customers through the Year 2000.   However,  the
Company  can provide no assurance that all supplier and  customer
Year  2000  compliance  plans were successfully  completed  in  a
timely  manner.   Costs incurred to achieve Year  2000  readiness
were not material and were charged to expense as incurred.

EURO CONVERSION

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

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

<PAGE 30>

issues will be foreseen and corrected or that third parties  will
address the conversion successfully.

FORWARD-LOOKING STATEMENTS

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

-    future   earnings  and  other  measurements   of   financial
     performance,
-    future cash flow and uses of cash,
-    the  effect  of  economic downturns or growth in  particular
     regions,
-    the effect of changes in the level of activity in particular
     industries or markets,
-    the scope or nature of acquisition activity,
-    prospective   product   developments   and   new    business
     opportunities,
-    cost reduction efforts,
-    the outcome of contingencies,
-    the impact of Year 2000 conversion efforts, and
-    the transition to the use of the euro as a currency.

       All   forward-looking   statements   involve   risks   and
uncertainties that may cause actual results to differ  materially
from   those   expressed  or  implied  in   the   forward-looking
statements.  For additional information identifying factors  that
may cause actual results to vary materially from those stated  in
the  forward-looking  statements, see the  Company's  reports  on
Forms  10-K, 10-Q, and 8-K filed with the Securities and Exchange
Commission from time to time. Form 10-K for fiscal 2000  includes
important  information  as  to risk  factors  in  the  "Business"
section  under  the  headings  "Operating  Segments"  and  "Other
Matters Relating to the Corporation's Business as a Whole."

<PAGE 31>

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

    See   discussion   under  the  headings   "Forward   Exchange
Contracts"  and "Interest Rate Swap" on page 28 and  Note  4  and
Note 18 on pages 45 and 61, respectively, of the Company's fiscal
year   2000   Annual  Report  to  Shareholders  for   information
concerning market risk sensitive instruments. Such information is
incorporated by reference in this Form 10-K.

<PAGE 32>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

CONSOLIDATED STATEMENTS OF EARNINGS

                                       For years ended April 30
                                    --------------------------------
 In thousands except per share
 amounts                                2000        1999        1998
 -----------------------------      --------    --------    --------

 Revenue:

   Product sales                    $556,985    $545,598    $383,926
   Service                            53,741      49,020      46,554
                                    --------    --------    --------
                                     610,726     594,618     430,480
                                    --------    --------    --------
 Costs and Expenses:

   Cost of product sales             340,143     319,688     207,880
   Cost of service                    28,719      29,113      29,605
   Selling, general and
     administrative expenses         151,701     150,221     128,307
   Research and development
     expenses                         33,022      31,468      31,810
   Goodwill amortization               8,639       8,699       1,495
   Non-recurring special charge           --          --      25,000
     (Note 16)                      --------    --------    --------
                                     562,224     539,189     424,097
                                    --------    --------    --------

 Operating income                     48,502      55,429       6,383

 Other income                          1,090       2,152       4,169
 Interest expense                    (10,617)    (11,501)       (667)
                                    --------    --------    --------

 Earnings before income taxes         38,975      46,080       9,885
 Provision for income taxes           13,100      16,500       2,500
                                    --------    --------    --------

 Net Earnings                       $ 25,875    $ 29,580    $  7,385
                                    ========    ========    ========

 Net Earnings Per Common Share:
   Basic                            $   1.17    $   1.31    $    .32
                                    ========    ========    ========
   Diluted                          $   1.16    $   1.29    $    .32
                                    ========    ========    ========
See  summary  of  significant accounting policies  and  notes  to
consolidated financial statements.

<PAGE 33-34>

CONSOLIDATED BALANCE SHEETS

                                                    April 30
                                               -------------------
 In thousands except per share amounts              2000      1999
 ---------------------------------------        --------  --------
 Assets
 Current Assets:
  Cash and short-term cash investments          $ 22,954  $ 26,523
  Accounts receivable                            121,494   103,118
  Inventories                                     86,472    72,367
  Prepaid expenses                                21,042    23,690
                                                --------  --------
                                                 251,962   225,698
                                                --------  --------
 Property, Plant and Equipment                   165,341   152,374
  Less accumulated depreciation                   66,121    61,789
                                                --------  --------
                                                  99,220    90,585
                                                --------  --------
 Intangible Assets                               245,797   238,777
  Less accumulated amortization                   27,419    18,018
                                                --------  --------
                                                 218,378   220,759
                                                --------  --------
 Other Assets                                      3,276     5,218
                                                --------  --------
                                                $572,836  $542,260
                                                ========  ========
 Liabilities and Shareholders' Equity
 Current Liabilities:
  Notes payable                                 $     --  $     --
  Current maturities of long-term debt                --       193
  Accounts payable                                58,043    48,374
  Accrued compensation and benefits               16,646    18,982
  Other accrued liabilities                       26,689    35,854
  Deferred revenue                                 8,436     6,874
  Advances on sales contracts                      2,610     5,721
                                                --------  --------
                                                 112,424   115,998
                                                --------  --------
 Noncurrent Liabilities:
  Deferred income taxes                            8,608     9,593
  Long-term debt                                 194,892   173,338
                                                --------  --------
                                                 203,500   182,931
                                                --------  --------


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

 Shareholders' Equity:
  Preferred stock, no par value; authorized
    10,000,000 shares; no shares issued               --        --
  Common stock, $1 par value; authorized
    65,000,000 shares; issued 22,779,651
    and 22,858,699 shares                         22,780    22,859
  Paid-in capital                                 43,615    40,255
  Retained earnings                              210,749   195,871
  Treasury stock, at cost (797,444 shares in
    2000 and 800,000 shares in 1999)             (16,397)  (16,450)
  Unamortized value of restricted stock
    grants                                          (557)     (417)
  Accumulated other comprehensive income
    (loss)                                        (3,278)    1,213
                                                --------  --------
                                                 256,912   243,331
                                                --------  --------
                                                $572,836  $542,260
                                                ========  ========

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

<PAGE 35-36>

<TABLE>

CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY

<CAPTION>
                                                       Unamort.
                                                        Value   Accum.
                    Common                               of     Other
                    Stock,   Paid-                     Restric. Comp.
In thousands except $1 Par     in   Retained  Treasury  Stock   Inc./
per share amounts    Value  Capital Earnings   Stock    Grants  (Loss)    Total
-------------------  ------ ------- --------  -------- -------  ------  ---------
<S>                 <C>     <C>      <C>       <C>      <C>      <C>     <C>
April 30, 1997      $23,307 $36,100  $187,880  $    --  $    --  $  734  $248,021

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

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


Net earnings             --      --    25,875       --       --      --    25,875
Foreign currency
  translation
  adjustment             --      --        --       --       --  (4,491)   (4,491)
                                                                           ------
Comprehensive income                                                       21,384
Dividends ($.32 per
  share)                 --      --   (7,089)       --       --      --    (7,089)
Options exercised and
  related tax benefit   183   3,362      (18)       --       --      --     3,527
Common stock issued
  for directors' fees     6     115       --        --       --      --       121
Treasury stock issued
  for directors' fees    --      --       --        53       --      --        53
Purchase and
  retirement of
  common stock         (287)   (533)  (3,881)       --       --      --    (4,701)
Restricted stock
  grants and
  cancellations, net
  of amortization        19     416       (9)      --     (140)      --       286
                     ------  ------  -------  -------  -------   ------  --------
April 30, 2000      $22,780 $43,615 $210,749 $(16,397) $  (557) $(3,278) $256,912
                    ======= ======= ======== ========  =======  =======  ========

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

</TABLE>

<PAGE 37-38>

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                     For years ended April 30
                                   ------------------------------
  In thousands                           2000        1999      1998
  ------------------------------     --------    --------   -------

  Cash Provided by (Used for)
  Operating Activities:
  Net earnings                       $ 25,875    $ 29,580   $ 7,385
  Adjustments to reconcile net
   earnings to cash provided
   by operating activities:
     Depreciation and
       amortization                    25,622      24,220    13,572
     Deferred income taxes             (1,613)       (824)   (3,687)
     Non-recurring special
       charge                              --          --    25,000
     Other noncash items                  460         256        26
     Changes in operating
       accounts, net of effects
       of business acquisitions:
        Receivables                   (13,980)       (809)      664
        Inventories                    (8,463)     15,559    (5,502)
        Prepaid expenses                6,044        (656)     (407)
        Accounts payable and
         accrued expenses              (6,855)     (2,069)   21,564
                                     --------    --------   -------
     Provided by Operating
     Activities                        27,090      65,257    58,615
                                     --------    --------   -------
  Investing Activities:
  Additions to property, plant
  and equipment                       (22,313)    (22,619)  (15,935)
  Business acquisitions               (14,744)   (175,952)  (61,546)
  Sale of product class                    --          --    26,678
  Maturities and sales of long-
    term debt securities                   --          --    36,571
  Intangible and other assets            (189)     (3,330)   (1,908)
  Other, net                           (4,491)       (484)   (2,567)
                                     --------    --------   -------
     (Used for)Investing
      Activities                      (41,737)   (202,385)  (18,707)
                                     --------    --------   -------


  Financing Activities:
  Purchase of common stock             (4,701)    (16,818)  (16,450)
  Additions of long-term debt          74,566     217,095        --
  Repayments of long-term debt        (53,205)    (47,223)     (192)
  Net short-term financing             (1,798)    (11,963)      326
  Debt issue costs                         --        (800)     (587)
  Proceeds from issuance of
  stock                                 3,305       3,597     1,783
  Dividends on common stock            (7,089)     (7,244)   (7,284)
                                     --------    --------   -------
      Provided by (Used for)
      Financing Activities             11,078     136,644   (22,404)
                                     --------    --------   -------

  Increase (Decrease) in Cash and
  Short-Term Cash Investments          (3,569)       (484)   17,504

  Cash and Short-Term Cash
   Investments, Beginning of Year      26,523      27,007     9,503
                                     --------    --------   -------
  Cash and Short-Term Cash
  Investments, End of Year           $ 22,954    $ 26,523   $27,007
                                     ========    ========   =======


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

<PAGE 39>

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

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

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

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

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

<PAGE 40>

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

We  have audited the accompanying consolidated balance sheets  of
Gerber Scientific, Inc. and subsidiaries as of April 30, 2000 and
1999 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, 2000.  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, 2000 and 1999 and the results of their operations  and
their  cash flows for each of the years in the three-year  period
ended  April  30,  2000  in  conformity with  generally  accepted
accounting principles.








/s/KPMG LLP

Hartford, Connecticut
May 24, 2000

<PAGE 41>

Summary of Significant Accounting
Policies and Notes to
Consolidated Financial Statements
-----------------------------------------------------------------
NOTE 1. ACCOUNTING POLICIES
Basis of Consolidation
----------------------
The consolidated financial statements include the accounts of the
Company   and   its  subsidiaries.  Intercompany   accounts   and
transactions are eliminated.

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

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

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

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

Revenue Recognition
-------------------
Product sales are recognized upon shipment. In fiscal years prior
to 1999, sales under certain production contracts were recognized
on    the    percentage-of-completion   method   of   accounting.
Anticipated losses on these contracts, if any, were provided  for

<PAGE 42>

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.  Software revenue  is
recognized  when earned in compliance with American Institute  of
Certified  Public  Accountants' Statements of Position  97-2  and
98-4,  "Software  Revenue Recognition."   Revenue  from  packaged
product  sales  is  recorded when related products  are  shipped.
Maintenance  and subscription revenue is recognized ratably  over
the contract period.

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

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

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

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

In  fiscal 1999, the Company began capitalizing certain costs  of
enterprise   resource  planning  (ERP)  software   obtained   and
developed for internal use.  The amount capitalized as  of  April
30,  2000 and 1999, was $10,000,000 and $6,400,000, respectively.
If  such costs were capitalized in prior years, the effect  would
not  have  been  material.  Software assets are depreciated  over
periods  ranging from 5 to 10 years. Accumulated depreciation  of
capitalized  software was $900,000 and $300,000 as of  April  30,
2000 and 1999, respectively.

<PAGE 43>

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

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

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

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

Reclassifications
-----------------
Certain  reclassifications  have been  made  to  the  prior  year
amounts to conform with current year presentation.

New Accounting Standards
------------------------
In  June  1998, the Financial Accounting Standards  Board  (FASB)
issued  Statement No. 133, "Accounting for Derivative Instruments
and  Hedging  Activities" (SFAS 133).  The Statement  establishes
accounting  and  reporting  standards requiring  that  derivative
instruments be recorded in the balance sheet as either  an  asset
or  liability  measured at fair value and that  changes  in  fair
value  be recognized currently in earnings, unless specific hedge
accounting  criteria  are met.  In June  1999,  the  FASB  issued
Statement  No.  137, "Accounting for Derivative  Instruments  and
Hedging  Activities  -  Deferral of the Effective  Date  of  FASB
Statement  No. 133," which delays the required adoption  of  SFAS
133  to  the Company's fiscal year 2002.  The timing of  adoption
and the effect of SFAS 133 on the Company's financial position or
results of operations have not yet been determined.

<PAGE 44>

NOTE 2. BUSINESS ACQUISITIONS
In   fiscal   2000,  the  Company  purchased  five   distribution
businesses  included  in its Sign Making and  Specialty  Graphics
operating   segment.   The  cost  of  the  acquisitions   totaled
$14,700,000  and they were made utilizing cash on  hand  and  the
Company's   multi-currency  revolving  credit  facility.    These
acquisitions added $13,500,000 of external sales and $300,000  of
net  earnings to the Company's consolidated statement of earnings
in  2000. On an annualized basis, these businesses would have had
sales  of  approximately $25,000,000 and earnings that would  not
have  impacted the Company's consolidated statement  of  earnings
significantly.  The  acquisitions included the  Graphi-cal  Group
(Australia) in September 1999, R&D Marketing Aktiebolag  (Sweden)
in  November 1999, SD Trading OY (Finland) in January  2000,  and
Technograf  Group  (Australia)  and  Lars  Lindqvist  Trading  AB
(Sweden) in February 2000.

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

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

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

The  following pro forma combined results of operations  for  the
year   ended  April  30,  1998  has  been  prepared  as  if   the
acquisitions  of Spandex and Coburn occurred at the beginning  of
the  1998  fiscal  year  and gives effect to  estimated  purchase
accounting and other adjustments resulting from the acquisitions.
The pro forma financial information is not necessarily indicative

<PAGE 45>

of  the  results of operations that would have been achieved  had
the acquisitions of Spandex and Coburn actually been effective as
of  the beginning of the 1998 fiscal year or of future results of
the combined companies.
                                          (Unaudited)
                                          -----------
In thousands (except per share amounts)       1998
---------------------------------------     ---------
Sales                                        $641,556
Net earnings                                    7,368
Net earnings per common share-basic               .32
Net earnings per common share-diluted             .32

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

In thousands                       2000      1999
-------------------------       -------   -------
Cash                            $18,817   $14,989
Money market funds                4,084    10,067
Time deposits                        53     1,467
                                -------   -------
                                $22,954   $26,523
                                =======   =======

The  Company's  short-term cash investments are  in  high-quality
instruments  placed  with major U.S. and international  financial
institutions.  Due  to  the relatively short  maturity  of  these
financial  instruments,  their cost  at  April  30,  2000  was  a
reasonable estimate of their fair value.

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

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

<PAGE 46>

In thousands                           2000      1999
---------------------------------   -------   -------

Raw materials and purchased parts   $52,847   $42,097
Work in process                      33,625    30,270
                                    -------   -------
                                    $86,472   $72,367
                                    =======   =======

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

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

In thousands                         2000      1999
-------------------------------  --------  --------
Land                             $  9,199  $  9,414
Buildings                          68,609    60,822
Machinery, tools, and equipment    84,099    77,660
Construction in progress            3,434     4,478
                                 --------  --------
                                 $165,341  $152,374
                                 ========  ========

NOTE 8. INTANGIBLE ASSETS
The  components of net intangible assets at April  30,  2000  and
1999 were as follows:

In thousands                                  2000       1999
-----------------------------------------  -------    -------
Goodwill, net of accumulated amortization $193,476   $194,469
Prepaid pension cost                        16,313     19,369
Patents, net of accumulated amortization     7,147      6,739
Other                                        1,442        182
                                           -------    -------
                                          $218,378   $220,759
                                          ========   ========

NOTE 9. NOTES PAYABLE
The  Company  had  short-term bank lines of credit  that  totaled
approximately  $20,600,000 at April 30, 2000 based upon  year-end
foreign  exchange rates.  As of April 30, 2000, no  amounts  were
borrowed under these credit lines.

Included  in  these  bank lines was a $15,000,000  multi-currency
line of credit from a major European commercial bank.  The multi-

<PAGE 47>

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

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

NOTE 11. INCOME TAXES
The  components of the provision for income taxes for  the  years
ended April 30, 2000, 1999, and 1998 were as follows:

In thousands                      2000        1999        1998
---------------------------     ------      ------      ------
Currently payable:
  Federal                      $ 2,900     $ 3,600      $3,600
  State and local                  400         400         400
  Foreign                        7,300       7,300       1,300
                               -------     -------      ------
                                10,600      11,300       5,300
Deferred                         2,500       5,200      (2,800)
                               -------     -------      ------
                               $13,100     $16,500      $2,500
                               =======     =======      ======

Income   tax   payments  totaled  $7,949,000,  $12,899,000,   and
$5,628,000  in  the years ended April 30, 2000, 1999,  and  1998,
respectively.   Reconciliations of  the  statutory  U.S.  Federal
income  tax rate to the effective income tax rate for  each  year
were as follows:
                                            2000    1999   1998
-------------------------------------      -----   -----  -----
Statutory U.S. federal income tax rate      35.0%   35.0%  35.0%
State income taxes, net of U.S.
 federal tax benefit                          .9      .9    (.4)
Foreign tax rate differences                (4.6)   (2.1)   3.8
Tax-exempt interest income                    --      --   (4.6)
Foreign Sales Corporation                   (3.3)   (2.2) (10.9)
Research and development tax credits        (2.1)   (2.8)  (5.2)
Goodwill amortization                        7.4     6.4    4.7
Other, net                                    .3      .6    2.9
                                            ----    ----   ----
Effective income tax rate                   33.6%   35.8%  25.3%
                                            ====    ====   ====

<PAGE 48>

The Company's deferred income tax balances related principally to
differing   depreciation  methods  for   property,   plant,   and
equipment, differing book and tax treatment of patent costs,  the
timing   of   employee  benefit  plan  funding   versus   expense
recognition,   differing  valuations  of  inventories,   accounts
receivable,  and other assets for book and tax purposes,  expense
provisions  not  deductible until paid, and  tax  operating  loss
carryforwards.  At April 30, 2000 and 1999, current deferred  tax
assets of approximately $6,000,000 and $11,000,000, respectively,
were  included  in  prepaid expenses in the consolidated  balance
sheet.  Deferred  tax assets and deferred tax liabilities  as  of
April 30, 2000 and 1999 were as follows:

                               2000                  1999
                       --------------------  ---------------------
                       Deferred   Deferred   Deferred   Deferred
                         Tax         Tax        Tax        Tax
In thousands            Assets   Liabilities  Assets   Liabilities
------------------     --------  -----------  -------- -----------
Depreciation            $    --      $ 2,600   $    --     $ 2,900
Patents                      --        2,900        --       2,700
Employee benefit plans    2,400        7,100     2,000       8,200
Asset valuations          8,300        3,100     9,800       2,000
Provisions for
 estimated expenses       5,400        4,600     7,900       4,800
Foreign exchange
 gains and losses            --          800        --         500
Tax carryforwards         4,000           --     2,900          --
Other                        --          800       400         300
                        -------      -------   -------     -------
                         20,100       21,900    23,000      21,400
Valuation allowance        (700)          --      (200)         --
                        -------      -------   -------     -------
                        $19,400      $21,900   $22,800     $21,400
                        =======      =======   =======     =======

Consolidated  earnings before income taxes included foreign  pre-
tax  earnings  of  $22,056,000, $22,698,000, and  $4,557,000  for
2000,  1999,  and  1998, respectively.  At April  30,  2000,  the
unremitted  earnings of foreign subsidiaries  were  approximately
$37,000,000.  The Company has not provided U.S. income  taxes  on
the  unremitted  earnings  of foreign subsidiaries  because  such
earnings  are considered to be indefinitely reinvested  in  those
operations.   Foreign   tax  credits  would   be   available   to
substantially  reduce or eliminate any amount of additional  U.S.
income  tax  that might be payable on these foreign  earnings  if
remitted.   For  income tax reporting purposes, the  Company  has
foreign   net   operating  loss  carryforwards  of  approximately
$3,000,000  at April 30, 2000.  Such carryforwards  have  various
expiration dates and begin to expire in the 2001 fiscal year.

<PAGE 49>

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

     In thousands                       2000        1999
     ---------------------------    --------    --------
     Multi-currency revolving
      credit facility               $188,892    $165,158
     Unsecured loan notes                 --       1,420
     Industrial Revenue Bonds
      (net of current maturities
      of $-0- and $193,000)            6,000       6,760
                                    --------    --------
                                    $194,892    $173,338
                                    ========    ========

The  variable  interest rate feature of the  Company's  long-term
debt  allows its repricing at current market interest rates  and,
accordingly, the carrying amount of debt at April 30, 2000 was  a
reasonable estimate of its fair value.

Interest  payments totaled $10,627,000, $11,396,000, and $666,000
in the years ended April 30, 2000, 1999, and 1998, respectively.

Multi-Currency Revolving Credit Facility
----------------------------------------
In May 1998, the Company obtained a five-year $235,000,000 multi-
currency revolving credit facility from a group of major U.S. and
international commercial banks.  The purpose of the facility  was
to  finance  the acquisition of the capital stock of Spandex  and
the  refinancing  of  its debt, and for other  general  corporate
purposes. The interest rate on borrowings under this facility  is
variable  and is based on LIBOR plus an applicable margin,  which
ranges  from 1/4 percent to 5/8 percent based on the relationship
of  the  Company's  consolidated total debt to  EBITDA  (earnings
before  interest,  taxes, depreciation,  and  amortization).  The
weighted  average  interest  rate of the  borrowings  under  this
facility as of April 30, 2000 was 6.2 percent.  This credit  line
also has a facility fee, which ranges from 1/8 to 1/4 percent  of
the credit line.

Covenants in the credit facility require the Company to  maintain
certain  levels  of net worth, certain ratios of  total  debt  to
EBITDA,  and a minimum fixed charge coverage amount,  as  defined
therein.   At April 30, 2000, the Company was in compliance  with
these  covenants.  Under the most restrictive of these covenants,
approximately $171,400,000 of retained earnings was not available
for dividend payments at April 30, 2000.

Unsecured Loan Notes
--------------------
In  May  1998, the Company issued loan notes with a par value  of
4,900,000  pounds sterling in connection with the acquisition  of
Spandex.  The loan notes were an alternative to the cash offer to
the Spandex shareholders and their acceptance allowed deferral of

<PAGE 50>

UK  income taxes on tendered shares.  The variable interest  rate
on  these  notes  was  based on LIBOR less one  percent  and  was
adjusted  biannually. The remaining balance of  these  notes  was
paid in full in 2000.

Industrial Revenue Bonds
------------------------
The  Company  has outstanding $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  2000 and 1999, the average interest  rate  on  the
VRDBs was 3.4 percent and 3.3 percent, respectively, and at April
30,  2000,  the  interest rate was 4.9 percent.   The  VRDBs  are
collateralized by certain property, plant and equipment  and  are
payable  in  2014.  The  Company  repaid  its  other  outstanding
Industrial Revenue Bonds in 2000.

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

NOTE 13. PREFERRED STOCK, COMMON STOCK, RESTRICTED STOCK,  STOCK
OPTION PLANS, AND INCENTIVE BONUS PLANS
Preferred Stock
---------------
The  Company's Certificate of Incorporation authorizes 10,000,000
shares of preferred stock, without par value, issuable in series.
The  Board  of  Directors is authorized to fix and determine  the
terms,  limitations, and relative rights and preferences  of  the
preferred stock, including voting rights (if any), the amount  of
liquidation  preference over the common stock, and  to  establish
series of preferred stock and fix and determine the various terms
among  the series.  As of April 30, 2000, no preferred stock  had
been issued.

Common Stock
------------
Pursuant  to a November 1998 Board of Directors' resolution,  the
Company was authorized to purchase up to 3,000,000 shares of  its
outstanding common stock over an indeterminate period of time as,
in  the opinion of management, market conditions warrant.   Under
this   authorization,  the  Company  has  cumulatively  purchased
1,023,800  shares. The reacquired shares have  been  retired  and
under  Connecticut law constitute authorized but unissued shares.
As  of  April  30,  2000, the Company could  purchase  up  to  an
additional  1,976,200  shares under the November  1998  Board  of
Directors' resolution.

<PAGE 51>

Pursuant  to  a  separate  Board of  Directors'  resolution,  the
Company  repurchased 800,000 shares of its common stock from  the
estate of the Company's founder in the year ended April 30, 1998.
These  reacquired  shares were accounted for as  treasury  stock.
When  treasury  shares are reissued, any difference  between  the
original repurchase cost and proceeds from reissuance is  treated
as an adjustment to paid-in capital.

Restricted Stock
----------------
The  Company's  1992  Employee Stock Plan  (the  1992  Plan),  as
amended  by shareholders in September 1998, permits the  granting
of  restricted stock awards.  Restricted stock grants  vest  one-
third  each year for the three-year period following the date  of
grant.  During  the restriction period, restricted  stock  awards
entitle  the  holder to all rights of a holder of common  shares,
including  dividend  and  voting  rights.   Unvested  shares  are
restricted  as  to  disposition and subject to  forfeiture  under
certain   circumstances.  The  amount  of  compensation   expense
recognized for restricted stock awarded was $286,000 and $148,000
in  2000  and 1999, respectively. Restricted stock award activity
was as follows:

                                                   2000     1999
                                                -------   ------
     Restricted stock awarded (shares)           21,330   22,986
     Weighted average market value on date  of   $22.20   $25.06
     grant

Stock Option Plans
------------------
The 1992 Plan also provides for incentive and non-qualified 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 became payable in cash
in  the  event  certain  pre-established performance  goals  were
attained  and the grantee simultaneously exercised related  stock
options with the cash award.

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

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

<PAGE 52>

In  June  1998,  shareholders approved  amendments  to  the  1992
Director  Plan that increased the automatic award each May  1  of
options from 1,000 to 3,000, and increased the maximum number  of
shares of common stock available for grant as stock options  from
75,000 to 175,000 shares.

A  summary of the stock option activity under all plans  for  the
three years ended April 30, 2000 is set forth below:

                     2000                1999                1998
             -------------------  ------------------  ------------------
                         Weighted            Weighted            Weighted
                         -Average            -Average            -Average
                         Exercise            Exercise            Exercise
              Options     Price    Options    Price    Options    Price
------------ ---------   -------- ---------  -------- --------   --------
Outstanding-
 beginning
 of year      2,456,259    $18.72 2,574,595    $17.23 1,171,170    $14.31
Granted         492,053     18.67   420,604     24.71 1,669,800     18.80
Exercised      (172,279)    15.28  (264,450)    14.18  (128,625)    12.11
Cancelled       (74,566)    23.03  (274,490)    18.28  (137,750)    16.20
              ---------  -------- ---------  -------- ---------    ------
Outstanding-
 end of year  2,701,467    $18.81 2,456,259    $18.72 2,574,595    $17.23
              =========  ======== =========  ======== =========    ======
Exercisable
 at end of
 year         1,447,170    $17.83   942,142    $16.88   653,795    $14.32
              =========  ======== =========  ======== =========    ======
Reserved for
 future
 grants       2,118,101           2,552,777             621,825
              =========           =========           =========

The  exercise prices for options outstanding as of April 30, 2000
ranged  from  $10.12  to $28.25.  The weighted-average  remaining
contractual life of options outstanding at April 30, 2000 is  7.1
years.   In the event of a change in control of the Company,  all
outstanding stock options become immediately exercisable.

The following is a summary of outstanding options under all plans
at April 30, 2000:

<PAGE 53>

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

$10.12-$15.12    196,030   3.8 years     $13.20    163,030     $12.95
$15.13-$22.75  2,186,205   7.3 years      18.30  1,167,249      17.73
$22.76-$28.25    319,232   8.2 years      25.76    116,891      25.71
               ---------   ---------     ------  ---------     ------
               2,701,467   7.1 years     $18.81  1,447,170     $17.83
               =========   =========     ======  =========     ======

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

In thousands
(except per share amounts)                2000      1999     1998
------------------------------------   -------   -------  -------
Net earnings
     As reported                       $25,875   $29,580   $7,385
     Pro forma                          23,074    27,227    5,323
Net earnings per common share-basic
     As reported                          1.17      1.31      .32
     Pro forma                            1.04      1.21      .23
Net earnings per common share-diluted
     As reported                          1.16      1.29      .32
     Pro forma                            1.03      1.18      .23

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:

<PAGE 54>

                                           2000        1999        1998
                                        -------     -------     -------
         Risk-free interest rate           6.6%        5.2%        5.7%
         Expected life of option     4.75 years  4.50 years  4.50 years
         Expected volatility                38%         34%         25%
         Expected dividend yield             2%          2%          2%

The  weighted-average fair values at date of  grant  for  options
granted during 2000, 1999, and 1998 were $7.09, $7.57, and $4.81,
respectively, and were estimated using the above weighted-average
assumptions.

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, 2000, 1999, and 1998. The plans
covered substantially all employees in the United States and were
based  upon performance goals, as defined in the plans,  for  the
Company's operating subsidiaries and the consolidated group.  The
amounts  charged to expense under these plans totaled $2,510,000,
$3,167,000,  and $3,575,000 for the years ended April  30,  2000,
1999, and 1998, respectively.

NOTE 14. EMPLOYEE BENEFIT PLANS
Pension Plans
-------------
The  Company  has a noncontributory defined benefit pension  plan
covering substantially all employees in the United States.   Plan
benefits  are  based on years of service and  an  average  of  an
employee's  highest  five consecutive years of  compensation,  as
defined, in the last ten years of service.

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

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

The  Company also maintains a non-qualified supplemental  pension
plan for employees in the United States. The supplemental pension
plan provides for the pension benefits earned under the Company's
primary  pension plan benefit formula that cannot  be  paid  from
such   plan   because  of  limitations  imposed  by  income   tax
regulations.  The  Company has established  a  trust  to  provide
funding  for the benefits payable under the supplemental  pension
plan.   The  trust is irrevocable and assets contributed  to  the

<PAGE 55>

trust  can  only  be  used  to pay such  benefits,  with  certain
exceptions. The trust assets were invested in mutual funds  whose
portfolios  consisted  primarily of common stocks,  fixed  income
securities, and money market instruments.

The  following table summarizes the funded status of the  pension
plans  and  the  related amounts recognized in  the  consolidated
balance sheet at April 30, 2000 and 1999:

                                   Qualified       Non-qualified
                                  Pension Plan      Pension Plan
                                ----------------  ----------------
In thousands                       2000     1999     2000     1999
-----------------------------   -------  -------  -------  -------
Change in benefit obligation:
Beginning balance               $65,108  $57,304  $ 5,474  $ 4,905
Service cost                      4,059    4,127      265      210
Interest cost                     4,173    3,734      476      259
Actuarial (gain)/loss           (14,330)   1,816      852      434
Benefits paid                    (2,214)  (1,873)    (410)    (334)
                                -------  -------  -------  -------
Ending balance                   56,796   65,108    6,657    5,474
                                -------  -------  -------  -------

Change in plan assets:
Beginning balance                73,846   66,793    5,264    4,405
Actual return on plan assets     11,163    6,583      197      793
Employer contributions               --    2,343      400      400
Benefits paid from plan assets   (2,215)  (1,873)    (410)    (334)
                                -------  -------  -------  -------
Ending balance                   82,794   73,846    5,451    5,264
                                -------  -------  -------  -------
Funded status                    25,998    8,738   (1,206)    (210)
Unrecognized net actuarial
 (gain)/loss                    (20,032)  (1,085)     868     (185)
Unrecognized net transition
 liability                          279      372       --       --
Unrecognized prior service
 cost                             8,914    9,901    1,492    1,838
                                -------  -------  -------  -------
Prepaid pension cost            $15,159  $17,926  $ 1,154  $ 1,443
                                =======  =======  =======  =======

<PAGE 56>

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

                              Qualified            Non-qualified
                            Pension Plan           Pension Plan
                        ----------------------  -------------------
                          2000    1999    1998   2000   1999   1998
                         -----   -----   -----  -----  -----  -----
Discount rate             8.00%  6.75%   7.00%  8.00%  6.75%  7.00%
Expected return on
 plan assets              9.00    9.00    9.00   9.00   9.00   9.00
Rate of compensation
 increase                 4.50    4.50    4.50   4.50   4.50   4.50

The following table summarizes the components of the net periodic
cost  of  the pension plans for the years ended April  30,  2000,
1999, and 1998:

                              Qualified            Non-qualified
                             Pension Plan           Pension Plan
                         ----------------------  -------------------
In thousands              2000     1999    1998   2000   1999   1998
---------------------   ------   ------  ------  -----  -----  -----

Service cost            $4,059   $4,127  $2,487  $ 265  $ 210  $ 216
Interest cost            4,173    3,734   3,482    476    259    315
Expected return on
 plan assets            (6,546)  (6,042) (4,596)  (454)  (289)  (303)
Amortization of prior
 service cost              987      987     987    347    347    347
Amortization of
 transition
 obligation                 93       93      93     --     --     --
Amortization of
 actuarial gain             --       --      --     55     --     --
                        ------   ------  ------  -----  -----  -----
Net periodic benefit
 cost                   $2,766   $2,899  $2,453  $ 689  $ 527  $ 575
                        ======   ======  ======  =====  =====  =====

401(k) Plan
-----------
Under  the  Company's 401(k) Maximum Advantage Program, employees
in   the  United  States  may  contribute  a  portion  of   their
compensation  to  a  tax-deferred  401(k)  plan.    The   Company
contributes  an  amount equal to a specified percentage  of  each
employee's  contribution up to an annual maximum.  The  Company's
expense   for   matching  contributions  under  this   Plan   was
$1,323,000, $973,000, and $692,000 for the years ended April  30,
2000, 1999, and 1998, respectively.

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

In thousands                         2000       1999     1998
-----------------------------      ------     ------   ------
Interest income from
 investments                       $1,144     $1,110   $2,223
Royalty income                        776      1,383    1,426
Foreign exchange (losses)          (1,091)      (339)    (371)
Patent litigation settlement           --         --    1,563
Other, net                            261         (2)    (672)
                                   ------     ------   ------
                                   $1,090     $2,152   $4,169
                                   ======     ======   ======

<PAGE 57>

NOTE 16. NON-RECURRING SPECIAL CHARGE
In the fourth quarter of 1998, the Company recorded a $25,000,000
pre-tax charge related to the write-down of certain assets of the
Company's  Gerber  Systems unit.  Gerber  Systems  comprised  the
Company's Imaging and Inspection Systems product class, which was
sold  to  the  BARCO Group of Belgium as of March  31,  1998  for
$25,000,000 in cash. The special charge reflected the  write-down
of  inventory, accounts receivable, and other items, and amounted
to $.70 per share on a diluted basis.

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

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

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

No  individual  customer accounted for more than  10  percent  of
consolidated revenue in fiscal years 2000, 1999, or 1998.

In the first quarter of fiscal year 2000, the Company changed its
measurement   of  segment  profit.   In  the  Company's   segment
disclosures  on Form 10-K for the year ended April 30,  1999,  an
allocation  of  general corporate expenses was  included  in  the
measure  of  segment profit. Segment profit is  now  reported  as
earnings  before taxes, interest, and the allocation  of  general
corporate expenses. Segment profit for the years ended April  30,
1999 and 1998 has been restated to reflect this change.

Financial  data for the past three fiscal years for the Company's
operating  segments  are  shown in  the  following  tables.   The
accounting  policies  of  the segments  are  identical  to  those

<PAGE 58>

described in the summary of significant accounting policies.  The
effects  of intersegment transactions, which are not material  in
amount, have been eliminated.

                                                              Product
                                                               Class
                                                              Sold -
                   Sign      Apparel                          Imaging
                 Making &       &     Ophthalmic                and
                 Specialty  Flexible     Lens               Inspection
In thousands     Graphics   Materials Processing  Subtotal    Systems    Total
---------------- ---------  --------- ----------  --------   --------    ------
(As  of and  for
the  year  ended
April 30, 2000)
----------------
Revenue           $295,412   $221,540     $93,774  $610,726    $     -- $610,726
Segment profit 4    25,909     24,286       6,444    56,639          --   56,639
Segment assets 1   289,712    114,223      90,348   494,283          --  494,283
Capital
 expenditures 2      9,412      4,077       2,658    16,147          --   16,147
Depreciation and
 amortization 2     11,516      7,808       3,568    22,892          --   22,892

(As  of and  for
the  year  ended
April 30, 1999)
----------------
Revenue           $278,466   $215,411    $100,741  $594,618    $     -- $594,618
Segment profit      36,162     25,895       3,634    65,691          --   65,691
Segment assets 1   259,126    102,960      93,599   455,685          --  455,685
Capital
 expenditures 2      8,832     11,601       1,577    22,010          --   22,010
Depreciation and
 amortization 2     11,106      7,803       3,387    22,296          --   22,296

(As of and for
the year ended
April 30, 1998)
----------------
Revenue           $122,733   $219,081    $ 51,247  $393,061    $ 37,419 $430,480
Segment profit 3    21,011     32,009       3,005    56,025     (37,503)  18,522
Segment assets 1    49,376    108,360     101,269   259,005          --  259,005
Capital
 expenditures 2      2,071      9,743       1,200    13,014       1,116   14,130
Depreciation and
 amortization 2      1,868      7,673       1,020    10,561       1,623   12,184

<PAGE 59>


     1  Assets exclude $78,553,000, $86,575,000, and $79,762,000 of
          corporate amounts in 2000, 1999, and 1998, respectively.

     2  Capital expenditures and depreciation and amortization exclude
          $6,166,000 and $2,730,000, $609,000 and $1,924,000, and
          $1,805,000 and $1,388,000 of corporate amounts in 2000, 1999,
          and 1998, respectively.

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

     4  Includes $6,200,000 for excess costs on initial production of
          certain new products from the Company's  Sign Making and
          Specialty Graphics operating segment (see Note 19).

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

<PAGE 60>

In thousands                           2000       1999      1998
---------------------------------  --------   --------  --------
Segment profit                      $56,639    $65,691   $18,522
Corporate expenses, net of  other
income                               (7,047)    (8,110)   (7,970)
                                    -------    -------    -------
Earnings before interest and
taxes                                49,592     57,581    10,552
Interest expense                    (10,617)   (11,501)     (667)
                                    -------    -------    -------
Earnings before income taxes        $38,975    $46,080    $ 9,885
                                    =======    =======    =======

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

                   United   Continental    United      All
In thousands       States      Europe     Kingdom     Other      Total
----------------  --------    --------   ---------    ------   --------
(As  of and  for
the  year  ended
April 30, 2000)
----------------

Revenue 1          $233,762    $ 176,938    $59,413   $140,613  $610,726
Property, plant
 and equipment,
 net                 68,762        9,020     19,157      2,281    99,220

(As  of and  for
the  year  ended
April 30, 1999)
----------------

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

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

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

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

<PAGE 61>

2 Geographic   information  by  country  for  the   Imaging   and
     Inspection  Systems product class is not  available  to  the
     Company  and the cost to develop it would be excessive.  The
     total  amount of net Imaging and Inspection Systems  product
     class  sales to Europe was $6,500,000 for 1998.  No  amounts
     were  included for this product class in the United  Kingdom
     totals  in  the geographic information presented;  all  such
     amounts   were   included  under  the  caption  "Continental
     Europe."

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

The  Company  occupies  space and uses  certain  equipment  under
operating  lease  arrangements.  The Company is  not  the  lessee
under  any significant capital leases. Rental expense under lease
arrangements was $6,605,000, $6,200,000, and $4,595,000  for  the
years  ended  April  30,  2000,  1999,  and  1998,  respectively.
Minimum  annual  rental  commitments  at  April  30,  2000  under
long-term non-cancelable operating leases were as follows:

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

2001        $ 3,903       $  496       $ 4,399
2002          3,077          266         3,343
2003          2,010          127         2,137
2004          1,508           65         1,573
2005          1,152           13         1,165
After 2005      751           --           751
             ------       ------        ------
            $12,401       $  967       $13,368
             ======       ======        ======

As  of  April  30,  2000, the Company was party to  approximately
$9,400,000  in  forward  exchange  contracts  providing  for  the
delivery  by  the Company of various currencies in  exchange  for
others  over the succeeding eleven 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
non-performance 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,  2000  for
future  deliveries of the various currencies,  the  hedging  loss
deferred at that date amounted to approximately $966,000.

<PAGE 62>

In April 1999, the Company entered into a four-year interest rate
swap contract with an initial notional amount of $62,000,000 that
decreases  ratably  to $32,000,000 over the  term.   The  Company
designated this swap as a hedge of its exposure to variability in
future  cash  flows  attributable to the  LIBOR, plus  applicable
margin  interest  payments  due on the  U.S.  dollar  denominated
portion  of  its  multi-currency revolving credit facility  (Note
12).   The  interest  differential paid or  received  under  this
contract  will  be recognized as an adjustment to  the  effective
yield  of the underlying credit facility hedged. The market value
of this contract was approximately $2,000,000 at April 30, 2000.

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
$62,200,000 at April 30, 2000 and $59,700,000 at April 30,  1999.
The  underlying  equipment collateralizes the lease  receivables.
In  the event of default by the lessee, the Company has liability
to  the financial services institution under recourse provisions.
The  Company's  liability  for uncollected  amounts  financed  in
excess  of the estimated resale value of the equipment is limited
to the extent of loss pools.  These loss pools are established as
percentages  of  each associated group of transactions  that  are
financed in a calendar year, and range from five to ten percent of
the  amount  financed.  Management  believes  the allowance  it
has  established  for  losses under the  recourse  provisions  is
adequate to cover the Company's obligations.

NOTE 19. FOURTH QUARTER ADJUSTMENTS
In  the 2000 fourth quarter, the Company recorded $6,200,000  for
excess  costs in the Company's Sign Making and Specialty Graphics
operating  segment  caused  by cost overruns  and  inefficiencies
realized  in  the  initial production runs of  products  recently
introduced.  The charge was included in the cost of product sales
and amounted to $.18 per diluted share.

NOTE 20. EARNINGS PER SHARE
The  following  table  sets forth the computation  of  basic  and
diluted net earnings per common share:

<PAGE 63>

                                   2000          1999         1998
                            -----------   -----------   ----------
Numerator:
  Net earnings             $ 25,875,000  $ 29,580,000  $ 7,385,000
                           ============  ============  ===========

Denominators:
  Denominator for basic
   earnings per share -
   weighted-average shares
   outstanding               22,140,127    22,590,428   22,800,389
  Effect of dilutive
   securities:
   Stock options                250,101       420,252      530,653
                           ------------  ------------  -----------
  Denominator for diluted
   earnings per share -
   adjusted weighted-
   average shares
   outstanding               22,390,228    23,010,680   23,331,042
                           ============  ============  ===========
Net earnings per common
  share-basic              $       1.17  $       1.31  $       .32
                           ============  ============  ===========
Net earnings per common
  share-diluted            $       1.16  $       1.29  $       .32
                           ============  ============  ===========

NOTE 21. 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
--------------------- -------  -------  -------   -------  -------
2000
Sales and service
 revenue              $139,476 $152,853 $155,543  $162,854 $610,726
Gross profit 3          59,550   63,253   63,547    55,514  241,864
Net earnings 3           7,553    8,330    8,274     1,718   25,875
Net earnings per
common share 3
 Basic                     .34      .38      .37       .08     1.17
 Diluted                   .34      .37      .37       .08     1.16
Dividends paid per
 share                     .08      .08      .08       .08      .32
Stock price    -High    24 7/8   24 3/8 21 15/16   22 7/16   24 7/8
               -Low    18 9/16   18 1/2       18    10 1/4   10 1/4
                       --------------------------------------------
1999
Sales and service
 revenue              $153,659 $150,590 $140,799  $149,570 $594,618
Gross profit            63,104   61,988   59,390    61,335  245,817
Net earnings             6,722    7,735    7,045     8,078   29,580
Net earnings per
 common share
 Basic                     .30      .34      .31       .36     1.31
 Diluted                   .29      .33      .31       .36     1.29
Dividends paid per
 share                     .08      .08      .08       .08      .32
Stock price    -High  29 15/16   28 7/8  26 1/16  20 15/16 29 15/16
               -Low    22 5/16       19   19 1/8    17 3/8   17 3/8
                       --------------------------------------------

<PAGE 64>

1998
Sales and service
 revenue               $98,961 $106,392 $104,836  $120,291 $430,480
Gross profit            43,056   47,037   48,792    54,110  192,995
Net earnings (loss)
 1,2                     4,571    5,496    6,215   (8,897)    7,385
Net earnings (loss)
per common share 1,2
 Basic 4                   .20      .24      .28     (.38)      .32
 Diluted                   .19      .24      .27     (.38)      .32
Dividends paid per
 share                     .08      .08      .08       .08      .32
Stock price    -High    21 3/8   24 1/2 21 15/16    29 1/4   29 1/4
               -Low     16 3/8  19 1/16 17 11/16   18 5/16   16 3/8
                        --------------------------------------------

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

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

3  Gross  profit and net earnings for the fourth quarter  of  2000
     included  excess costs on new products in the Company's  Sign
     Making   and   Specialty   Graphics  operating   segment   of
     approximately $6,200,000 ($.18 per diluted share).

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

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 2000 Annual Meeting Proxy Statement,
which  will be filed within 120 days of the Company's  April  30,
2000 fiscal year-end.

<PAGE 65>

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

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

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

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

Richard F. Treacy,   Senior Vice       None
Jr. (55)             President,
                     General Counsel
                     and Secretary
                     (June 1, 1994)

<PAGE 66>

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

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

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

Becket Q. McNab      Vice President,   Director, Human Resources,
(41)                 Human Resources   Nabisco International
                     (May 10, 1999)

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  2000
Annual  Meeting Proxy Statement, which will be filed  within  120
days of the Company's April 30, 2000 fiscal year-end.

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

      The  information required by Item 12 is incorporated herein
by  reference  to  the information contained under  the  captions
"Voting  Rights  and  Principal Shareholders"  and  "Election  of
Directors"  in the Company's 2000 Annual Meeting Proxy Statement,
which  will be filed within 120 days of the Company's  April  30,
2000 fiscal year-end.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      The  information required by Item 13 is incorporated herein
by  reference  to  the information contained  under  the  caption
"Certain Relationships and Related Transactions" in the Company's
2000  Annual Meeting Proxy Statement, which will be filed  within
120 days of the Company's April 30, 2000 fiscal year-end.

PART IV

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

<PAGE 67>

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

                                                               Page
                                                               ----
     1.   Financial Statements:
          Consolidated Statements of Earnings for the years
          ended April 30, 2000, 1999, and 1998 . . . . . . .     32

          Consolidated Balance Sheets at April 30, 2000 and
          1999 . . . . . . . . . . . . . . . . . . . . . . .  33-34

          Consolidated Statements of Changes in Shareholders'
          Equity for the years ended April 30, 2000, 1999,
          and 1998 . . . . . . . . . . . . . . . . . . . . .  35-36

          Consolidated Statements of Cash Flows for the
          years ended April 30, 2000, 1999, and 1998 . . . .  37-38

          Independent Auditors' Report . . . . . . . . . . .     40

          Summary of Significant Accounting Policies and
          Notes to Consolidated Financial Statements . . . .  41-64

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

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

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

          3.1    Restated  Certificate  of  Incorporation   of   the
                 Company.

          3.2    Restated By-laws of the Company.

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

          10.1   Gerber Scientific, Inc. 1982 Employee Stock Plan.

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

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

<PAGE 68>

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

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

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

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

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

          10.9   Consulting Agreement between the Company and  David
                 J. Logan commencing August 10, 1999.

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

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

          10.12  Change  in Control Agreement, dated July 14,  1999,
                 between the Company and Michael J. Cheshire.

          10.13  Form  of  Change in Control Agreement,  dated  July
                 14,  1999, between the Company and its Senior  Vice
                 Presidents  including Fredric K.  Rosen,  Shawn  M.
                 Harrington,  Charles M. Hevenor, Gary  K.  Bennett,
                 and Richard F. Treacy, Jr.

          10.14  Form  of  Change of Control Agreement,  dated  July
                 14,  1999,  between  each of  the  Company's  three
                 domestic    subsidiaries   and   their   respective
                 Presidents  including Fredric K.  Rosen,  Shawn  M.
                 Harrington, and Charles M. Hevenor.

          10.15  Change  in Control Agreement, dated July 14,  1999,
                 between the Company and David J. Gerber.

          10.16  Severance  Policy  for Senior  Officers  of  Gerber
                 Scientific, Inc. and its domestic subsidiaries.

          10.17  Gerber  Scientific, Inc. 2000-2004 Executive Annual
                 Incentive Bonus Plan.

          21.1*  Subsidiaries of the Registrant.

<PAGE 69>

          23.1*  Consent of Independent Auditors.

          27.1*  Financial Data Schedule.

     (b)  No  reports on Form 8-K were filed during the last quarter
          of fiscal year 2000.

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

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

     *Filed herewith.

<PAGE 70-71>

                           SIGNATURES

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

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

                                   BY:  /s/ Gary K. Bennett
                                        --------------------
Date:  July 21, 2000                    Gary K. Bennett
--------------------                    Senior Vice President,
                                        Finance (Principal
                                        Financial and Accounting
                                        Officer)

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

       Date              Signature                     Title
       ----             -----------                    -----
  July 21, 2000   /s/ Michael J. Cheshire  Chairman, Director,
  -------------   -----------------------  President and Chief
                  (Michael J. Cheshire)    Executive Officer
                                           (Principal Executive
                                           Officer)

  July 21, 2000   /s/ George M. Gentile    Director
  -------------   -----------------------
                  (George M. Gentile)

  July 21, 2000   /s/ W. Jerome Vereen     Director
  -------------   -----------------------
                  (W. Jerome Vereen)

  July 21, 2000   /s/ A. Robert Towbin     Director
  -------------   -----------------------
                  (A. Robert Towbin)

  July 21, 2000   /s/ David J. Gerber      Director, Vice President,
  -------------   -----------------------  Business Development and
                  (David J. Gerber)        Technology Strategy

  July 21, 2000   /s/ Edward E. Hood, Jr.  Director
  -------------   -----------------------
                  (Edward E. Hood, Jr.)

  July 21, 2000   /s/ David J. Logan       Director
  -------------   -----------------------
                  (David J. Logan)

  July 21, 2000   /s/ Donald P. Aiken      Director
  -------------   -----------------------
                  (Donald P. Aiken)

  July 21, 2000   /s/ Carole F. St. Mark   Director
  -------------   -----------------------
                  (Carole F. St. Mark)

  July 21, 2000   /s/ Gary K. Bennett      Senior Vice President,
  -------------   -----------------------  Finance
                  (Gary K. Bennett)        (Principal Financial and
                                           Accounting Officer)

<PAGE 72-74>

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

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

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

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

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

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

   10.2     Gerber  Scientific,  Inc. 1992  Employee  Stock
            Plan,   as  Amended  (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. 1-5865).

   10.3     Gerber   Scientific,  Inc.  1992   Non-Employee
            Director Stock Option Plan (incorporated herein
            by  reference to Exhibit 10.2 to the  Company's
            Annual  Report on Form 10-K for the year  ended
            April 30, 1999).

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

   10.5     Gerber   Scientific,  Inc.  and   Participating
            Subsidiaries Supplemental Pension Benefit  Plan
            (incorporated  herein by reference  to  Exhibit
            10.5 to the Company's Annual Report on Form 10-
            K for the year ended April 30, 1999).

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

   10.7     Amendment to the Employment Agreement dated  as
            of  January  29, 1997 between the  Company  and
            Michael  J.  Cheshire effective  June  1,  1998
            (incorporated  herein by reference  to  Exhibit
            10.7 to the Company's Annual Report on Form 10-
            K for the year ended April 30, 1999).

   10.8     Amendment to the Employment Agreement dated  as
            of  January  29, 1997 between the  Company  and
            Michael  J.  Cheshire effective June  29,  1999
            (incorporated  herein by reference  to  Exhibit
            10.8 to the Company's Annual Report on Form 10-
            K for the year ended April 30, 1999).

   10.9     Consulting  Agreement between the  Company  and
            David  J.  Logan  commencing  August  10,  1999
            (incorporated  herein by reference  to  Exhibit
            10.6  to the Company's Quarterly Report on Form
            10-Q for the quarter ended July 31, 1999).

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

  10.11     $235,000,000  Credit  Agreement  Dated  as   of
            May  15,  1998 between Gerber Scientific,  Inc.
            and  the Banks Listed Herein and Wachovia Bank,
            N.A.  (incorporated  herein  by  reference   to
            Exhibit 10.11 to the Company's Annual Report on
            Form 10-K for the year ended April 30, 1999).

  10.12     Change  in  Control Agreement, dated  July  14,
            1999,  between  the  Company  and  Michael   J.
            Cheshire  (incorporated herein by reference  to
            Exhibit 10.1 to the Company's quarterly  report
            on  Form  10-Q for the quarter ended  July  31,
            1999).

  10.13     Form of Change in Control Agreement, dated July
            14,  1999,  between the Company and its  Senior
            Vice  Presidents  including Fredric  K.  Rosen,
            Shawn  M. Harrington, Charles M. Hevenor,  Gary
            K.   Bennett,   and  Richard  F.  Treacy,   Jr.
            (incorporated  herein by reference  to  Exhibit
            10.2  to the Company's quarterly report on Form
            10-Q for the quarter ended July 31, 1999).

  10.14     Form of Change of Control Agreement, dated July
            14,  1999, between each of the Company's  three
            domestic   subsidiaries  and  their  respective
            Presidents including Fredric K. Rosen, Shawn M.
            Harrington,    and    Charles    M.     Hevenor
            (incorporated  herein by reference  to  Exhibit
            10.3  to the Company's quarterly report on Form
            10-Q for the quarter ended July 31, 1999).

  10.15     Change  in  Control Agreement, dated  July  14,
            1999,  between the Company and David J.  Gerber
            (incorporated  herein by reference  to  Exhibit
            10.4  to the Company's quarterly report on Form
            10-Q for the quarter ended July 31, 1999).

  10.16     Severance Policy for Senior Officers of  Gerber
            Scientific,  Inc. and its domestic subsidiaries
            (incorporated  herein by reference  to  Exhibit
            10.5  to the Company's quarterly report on Form
            10-Q for the quarter ended July 31, 1999).

  10.17     Gerber  Scientific,  Inc.  2000-2004  Executive
            Annual   Incentive  Bonus  Plan   (incorporated
            herein  by  reference  to  Appendix  A  to  the
            Company's Definitive Proxy Statement  filed  in
            connection   with   the   Annual   Meeting   of
            Shareholders held September 15, 1999, File  No.
            1-5865).

  21.1*     Subsidiaries of the Registrant.

  23.1*     Consent of Independent Auditors.

  27.1*     Financial Data Schedule.

   *Filed herewith.