FORM 10 K

                SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C. 20549

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF

               THE SECURITIES EXCHANGE ACT OF 1934

For this fiscal year ended September 30, 1999, Commission file
number 03385

                                 HOLOBEAM, INC.

      (Exact name of registrant as specified in its charter)

Delaware
22-1840647
(State or other jurisdiction of                           (I.R.S.
Employer
     incorporation or organization)
Identification No.)

217 First Street, P.O. Box 287, Ho-Ho-Kus, NJ
07423-0287
(Address of principal executive offices)                     (Zip
Code)

Registrant's telephone number, including area code 201-445-2420

Securities registered pursuant to Section 12(b) of the Act:

                                        Name of exchange on which
          Title of each class                  registered
Common Stock, Par Value $0.10 per share           Over the
Counter

Securities registered pursuant to Section 12(g) of the Act:



                         (Title of Class)



                         (Title of Class)

          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
          State the aggregate market value of the voting stock
held by
                                1


<PAGE>

non-affiliates of the Registrant.  The aggregated market value
shall be computed by references to
the
price at which the stock sold, or the average bid and asked
prices of such stock, as of a specified
date
within 60 days prior to date of filing. $4,750,496.00 at December
1, 1999.
          Indicate the number of shares outstanding of each of
the Registrant's classes of
common stock, as of the latest practicable date.  286,906 Common
Shares at December 1,1998.

               DOCUMENTS INCORPORATED BY REFERENCE.
     1.   Annual Report Form 10K for the year ended September 30,
1994.
     2.   Financial Statements for the year ended September 30,
1995.
     3.   Financial Statements for the years ended September 30,
1990 and 1989.
               4.   Annual Report Form 10K for the years ended
September 30, 1996 and 1997.
               5.   Holobeam, Inc. Defined Benefit Plan.




                                2
                              PART I


<PAGE>
PART I
Item 1.  Business
     (a)  In General.  The Registrant was organized in October,
1967, and commenced doing
business on January 1, 1968.  The Registrant is engaged in the
rental and development of real
estate
and in developing surgical staples and the technology used to
apply the staples and was formerly
engaged in developing technology for semiconductor devices until
1994 when such activities
were
terminated.
     b)   Industry Segments.  For financial information in regard
to Industry Segments,
reference is made to Note 13 to the Financial Statements for the
years ended September 30, 1999,
1998 and 1997.
     (c)  Description of Business.
          (i)  Principal Activities and
          (ii) Status of products and Real Estate Properties.
                         Medical Staples
     The Registrant is continuing its efforts in the area of
medical staples for use in internal
surgery.  Four United States Patents have been received and
foreign applications have been filed
on
a novel staple.  The staple has been produced and animal testing
took place during 1998 and
1999.
The Registrant presently intends to continue the project.
     A significant investment would be required if the Registrant
were to pursue this area of
business independently.  The Registrant may seek a relationship
of some sort with a firm active
in
the medical equipment area.  However, no decision as to such a
relationship has been made at
this
time.
                     Semiconductor Technology
     The Registrant had obtained a United States patent covering
technology
                                3

<PAGE>

for the deposition of thin films of semiconductor materials,
e.g., III-V materials such as binary or
ternary semiconductor materials, on suitable substrates.
Contracts to investigate the technology
involved were given by the Solar Energy Research Institute
(S.E.R.I.) of the United States
Department of Energy (USDOE) to Brown University.  This work, in
order to support the length
of
research required to test the theories, was to test the quality
of the materials and potential
applications and the funds were supplied by the USDOE on the
Solaris Solar Research program,
Grant #DE-FG02-84C410203.  Subsequently, Brown University
performed additional
investigations
of the applications of the technology supported by the USDOE
under the University Participation
Program, Contract #XB5-05009-5.  These investigations showed that
the film deposition rates
with
the technology were faster than with conventional liquid phase
epitaxy and were of high quality.
However, variations in film thickness along the direction of flow
were observed.  If such
variation
cannot be solved, it would limit the possible commercial use of
the technology.  Further
investigation of the technology by Brown University has ceased as
governmental support for
their
research has terminated.  The Registrant has no direct knowledge
at this time of other research
taking
place using its technology.  There is no assurance that the
technology in question will find
commer-

cial application. During 1993 the Registrant expended $37,615.00
toward development of
semiconductor technology and substantially reduced expenditures
during 1994.
     During fiscal year 1994, the Registrant discontinued efforts
relating to photovoltaic cells.
Work in the field has moved in directions away from that of the
Registrant's technology.  There
has
been a substantial reduction of government support in this
technical area and funding that had
been
received by laboratories exploring the Registrant's technology
has terminated.

                                4


<PAGE>

          Real Estate Development and Rental Activities
     The Registrant has rented two buildings it owns located at
A&S Drive, Paramus, New Jersey:
one to The Sports Authority, Inc. and the other to Comp USA for
retail purposes.
          (iii)      Raw Materials
     The Registrant believes that the components and materials
necessary or useful to its
operations will be available from diverse sources of supply.  The
materials used for the
Registrant's
research activities have been acquired through commercial
businesses engaged in the distribution
of such supplies.  The materials that the Registrant would
require for development of commercial
production of medical staples are widely available.
          (iv) Patents.
     The Registrant has filed several patent applications and has
several patents issued in
connection with medical staples for use in internal surgery.
These applications and patents are as
follows:

                                                    No.
Serial No.          Title of Invention     Issue Date


1.  PCT/US94/02227        Staples                03/01/94


2.  08/512,766               Staples                08/09/95


3.  08/228,058               Staples                08/29/95

4.  Canadian Pat. No. 2,155,750Improved Staples (PCT NAT)08/18/98


5.  European Pat. 94910801.3 Staples                03/01/94


6.  Australian Pat. 63568/94 Improved Staples   09/15/94


7.  Japanese Pat. 6-520120   Staples                     03/01/94


8.  Brazilian Pat. PCT/US94/02227 Staples           03/01/94


9.  08/502,988               Staple Overlap            08/18/95


                                5



<PAGE>

10. 07/753,116               Surgical Stapling Method    01/19/93


11. 07/934,858               Surgical Stapling Method    11/23/93


12. 08/024,501               Staples                08/30/94


13. US Pat. #5,445,648       Staples                08/29/95


14. US Pat. #5,342,396       Staples                08/30/94


15. US Pat. #5,263,973       Surgical Stapling Method    11/23/93


16. US Pat. #5,667,527       Staples                09/16/97


17. US Pat. #5,749,896       Staple Overlap         05/12/98


18. Japanese Pat. #2672713   Improved Staples        07/11/97


19. Brazilian Pat. #9405840-7     Improved Staples   09/01/95

     The Registrant has obtained patent protection on technology
developed in the areas of
epitaxial growth, peeled films and photovoltaic cells.  However,
there is no assurance that any
revenue will be received as a result of obtaining the patents.
The Patents issued to the Registrant
dealing with the Semiconductor research are as follows:
               1.   U.S. Patent No. 4,396,456 "Method of Peeling
Epilayers", Melvin S. Cook.
               2.   U.S. Patent No. 4,519,871 "Bubble-Mode Liquid
Phase Epitaxy," Melvin S.
          Cook.
               3.   U.S. Patent No. 4,548,658 "Growth of
Lattice-Graded Epilayers," Melvin S.
          Cook.
               4.   U.S. Patent No. 4,594,126 "Growth of This
Epitaxial Films on Moving Substrates
          from Flowing Solutions," Melvin S. Cook.
               5.   U.S. Patent No. 4,594,128 "Liquid Phase
Epitaxy," Melvin S. Cook.
               6.   U.S. Patent No. 4,597,823 "Rapid LPE Crystal
Growth," Melvin S. Cook.

                                6


<PAGE>

               7.   U.S. Patent No. 4,633,030 "Photovoltaic Cells
on Larrice-Mismatched Crystal
          Substrates," Melvin S. Cook.
             (v) Non-seasonal Business.
     The Registrant does not believe that its products are
subject to material seasonal changes.
            (vi) Working Capital.
     Not relevant.
           (vii) Customers.
     Not relevant.
          (viii) Backlog.
     Not relevant.
            (ix) Governmental Contracts.  Not relevant.
             (x) Competition.







                                7

<PAGE>

     It is presently contemplated that Registrant's activities
with respect to medical staples, if
actual commercial activities are commenced, may be limited to
licensing the technology to other
firms or to forming some type of business relationship with other
firms.  The technology is in
competition with alternative staples technology.  Some suppliers
of surgical staples are
well-established and have significant capital resources.
     Competition in the real estate office rental segment of the
Registrant's business activities
was significant in the Bergen County, New Jersey market in which
the Registrant competes
during the period when the Registrant was seeking suitable
tenants for its rental properties.
     The obsolete style of the office building owned by the
Registrant prior to and during 1991
made the attraction of suitable office tenants most difficult.
     In an effort to increase the marketability of the
Registrant's properties, the Registrant
applied to the Borough of Paramus for a zoning change to allow
retail use for the office building
and for development of the adjacent site.
     In December 1991, the change in zoning was approved.  The
then existing building was
rented to The Sports Authority, Inc., a retailer of sporting
goods.  This building was substantially
renovated by The Sports Authority, Inc. and Holobeam reimbursed
them for their costs in
connection with this renovation.  The market for retail space in
the Paramus, New Jersey area,
although in recession, was not as adversely affected as was the
market for office space.
     During 1994, a 30,000 sq. ft. building was constructed on
the Registrant's site located
adjacent to the building leased by The Sports Authority, Inc. for
use as a Computer City retail
store.  Tandy Corp., parent corporation of Computer City,
commenced paying rent in October
1994.  Holobeam reimbursed Tandy Corporation $1,189,675 as an
allowance for costs of
constructing the building and paving
                                8


<PAGE>


of the site, after a permanent Certificate of Occupancy was
obtained.  During 1998, Computer
City Retail Stores were acquired by Comp USA.  Tandy Corp.
remains on the lease as guarantor.





                                9

<PAGE>

            (xi) Research and Development.
     The Registrant discontinued engineering and development in
connection with the
development of technology associated with semiconductor devices
during 1994 and no funds
were expended in connection with these activities.  During 1993
the Registrant recorded research
and development costs of $37,615.00 on such technology.  There
have been no such costs
expended during 1994, 1995, 1996, 1997, 1998 and 1999 in
connection with this technology.
The Registrant anticipates that no Research and Development
expenditures will be made with
respect to semiconductor technology during the year ended
September 30, 1999.
     The Registrant has investigated methods for applying
surgical staples and the technology
presently used to fabricate and apply such staples.  During 1999,
1998 and 1997, the Registrant
expended $194,713.00, $224,693.00 and $147,562.00, respectively,
in connection with the
furtherance of this activity.  Such costs have been currently
expensed and consist principally of
materials, supplies and costs associated with design and
development.
           (xii) Environmental Compliances.
     The Registrant does not believe that compliance with
Federal, State or Local provisions
of a governmental nature which have been enacted or adopted
regulating the discharge of
material into the environment will have a materially adverse
effect upon the capital expenditure
requirements, earnings or competitive position of the Registrant.
     If the semiconductor technology developed had ever reached
production, the Registrant
would have engaged an accredited, outside manufacturing firm to
perform the production
process.  One feature of the Registrant's technology was the
absence of significant waste
materials.  Since the Registrant's semiconductor technology was
developed, other technologies
have advanced the state-of-the-art

                                10


<PAGE>


and new directions in this field have rendered the Registrant's
technology less attractive.
     The Registrant's activities with regard to medical staple
technology, at present, are
limited to engineering, development and testing of medical staple
design with fabrication and
manufacturing of prototypes and models sub-contracted to other
firms.
     The Registrant is not aware of any potential liabilities or
costs associated with the
disposal or handling of waste materials and is not aware of any
potential violations of local, state
or federal laws which regulate the technology.
          (xiii) Employees.
     At September 30, 1999 the Registrant employed three persons
as compared to the three
persons at September 30, 1998 and three persons at September 30,
1997.
                         (d)  Financial Information About Foreign
and Domestic Operations and Export
               Sales.
     The Registrant is not engaged in foreign operations and does
not export to foreign
countries.
Item 2.  Properties
     The Registrant's headquarters and principal facilities are
located at 217  First Street, Ho-
Ho-Kus, New Jersey 07423-0287. The Registrant leases
approximately 1,000 square feet of
office and laboratory space on a 12 month lease that is annually
renewable.  The Registrant owns
two office buildings, one of 62,000 square feet and another of
30,000 square feet located at 50
A&S Drive, Paramus, New Jersey.  One building was placed in
service in October 1994, the
other in 1982.  (Reference is made to Notes 4, 8, 9 and 10 to the
Financial Statements for the
fiscal year ended September 30, 1995, 1991, 1990 and 1989.)
     Pertinent information concerning the Registrant's properties
is as follows.
                                11


<PAGE>

(Reference is made to Schedule XI of the Registrant's Financial
statements for the years ended
September 30, 1997 and 1996.)






                                12

<PAGE>


                                  Building          Building
                                Paramus, NJ             Paramus,
NJ

Year Acquired                      1971                1994

Gross Square Footage                   62,000         30,000

Percent Leased at 9/30/99            100%                    100%

Acquisition Cost               $  718,881          $2,592,513 (2)

Capital Improvements Since
          Acquisition           $3,649,850  (1)               -0-

Total Investment              $4,587,133  (3)          $2,826,843
(4)

Mortgage Balance           $5,971,876                 $   -0-


               (1)  Includes $3,567,267.00 of improvements to the
building repaid to The Sports
          Authority, Inc. (the Tenant) upon closing of the
Mortgage, but does not include
          additional amounts expended by The Sports Authority,
Inc. since said closing.

               (2)  Includes construction allowance of
$1,189,675.00 for Tandy Corporation pursuant
          to the Operating Lease Agreement. (Now Comp USA.)

     (3)  Includes land cost of $218,402 for the 62,000 sq. ft.
building.

     (4)  Includes land cost of $234,370 for the 30,000 sq. ft.
building.

     In 1983, the Registrant purchased 2.799 acres of land
located in Paramus, New Jersey and
adjacent to the building owned by the Registrant at 50 A&S Drive.
The purchase price was
$173,565 which was paid in cash.  Since 1983, the Registrant has
incurred costs in the amount of
$60,805 for various improvements and architectural work relating
to development of this
property.  During 1992, 1991 and 1990, the Registrant spent
$293,784, $78,051 and $50,667
respectively in connection with an application for a use variance
for the site and various site
improvements that would enable the construction of a commercial
or retail building on the site.
The change in zoning to retail use was approved by the Borough of
Paramus in December 1991.
The change in zoning to allow retail use

                                13

<PAGE>


also required new site plan approval because the change in use
required new traffic pattern
studies, parking lot re-design and significant additional changes
in order to comply with
governmental requirements.
     In addition, the Registrant expended $964,505 through
September 30, 1994 for site plan
approval and changes, and toward construction of a building on
the site.  No depreciation or
amortization was recorded until the building and site were put
into service. During October 1994,
construction was completed by Tandy Corporation of a retail
building on the Registrant's site.
The building is now being used for a Comp USA retail store.
(Reference is made to Note 13 to
the Registrant's 1994 Financial Statements and to Item 1, Part X
of the 1994 Form 10K.)
     The zoning change approval allowed for retail use of the
property and significantly
enhanced the opportunities for attracting a suitable tenants for
the site.
     When purchased, the site adjacent to the building owned by
the Registrant, was 12
(twelve) feet below the acceptable construction level and
required significant amounts of fill
together with site engineering costs to acquire site plan
approval for a building from the
appropriate governmental regulatory authorities.
     In addition, the Registrant expended funds during its
efforts to change the zoning of the
property from office use to retail use.  This change in zoning
allowed the Registrant to seek
tenants who were engaged in retail operations for the site and
resulted in the October 1994
tenancy of Computer City.  (Reference is made to Note 12 of the
Financial Statements for the
year ended September 30, 1997.)
     The Registrant was not able to lease the property since the
original site plan allowing
office use was not approved for retail use until the Computer
City occupancy of October 1994.
The market for office space had seen significant decline during
the years ended September 30,
1990, 1991, 1992, 1993 and 1994.

                                14


<PAGE>

The vacancy rate for such space had reached 28% during the year
ended September 30, 1994 and
1993, respectively for the area in which the Registrant competes,
Bergen County, New Jersey.
     The occupancy rate for the building owned by the Registrant
and under lease to The
Sports Authority Inc. for the past five (5) years is as follows:
                                                  1999 100%
                                                  1998 100%
                                                  1997 100%
                                                  1996 100%
                                                  1995 100%

     The building owned by the Registrant and under lease to
Tandy Corp. (now Comp USA)
has been 100% occupied since October 1994.  A summary of the
amounts expended for such
approvals for the three most recent fiscal years during which
such expenditures were made
appears below.  No such expenditures were made in 1995, 1996,
1997, 1998 or 1999.

                         1994             1993             1992

Zoning Changes and Site Plan Approvals:
  Legal Fees           $ 2,859         $ 10,093         $ 15,840
  Governmental Fees     11,827           55,811           19,990
  Engineering           11,049           39,171           57,954
  Paramus Park             -0-              -0-          200,000
                     ---------         --------        ----------
Total Related Costs    $25,735         $105,075       $293,784
                        ======           ======         ======
     The payment of $200,000 during 1992 to Paramus Park, a
retail shopping mall adjacent
to the site currently being developed by the Registrant, was a
one-time fee in connection with
removal of an existing deed restriction which prohibited adjacent
retail activity.  The balance of
the payments for site plan approvals were paid to various
engineering, legal and surveying firms
in connection with professional services rendered to obtain
governmental approvals.
     No payments to affiliated parties were made in connection
with the zoning changes nor
were any payments made to affiliated or related parties for the
acquisition of site plan approval.
Any payments to affiliated parties are unrelated to the cost of
such activities and are detailed and
disclosed in Item
                                15


<PAGE>

11 (d) of this report.
     During 1998, Computer City, Inc. retail stores were acquired
by Comp. USA, Inc.,
another retailer of computers, computer accessories and software.
The Registrant accepted
assignment of the Computer City lease by Comp. USA and Tandy
Corporation remains on the
lease as the guarantor.





                                16

<PAGE>


Item 3.  Legal Proceedings.
     There are no legal proceedings of a material nature to which
the Registrant is a party
other than ordinary, routine litigation incidental to the
business of the Registrant.
Item 4.  Submission to Matters to a Vote of Security Holders.
     None.








                                17

<PAGE>

                            PART II
Item 5.  Market for the Registrant's Common Stock and Related
Stockholder
         Matters.
     (a)  The Registrant's common stock is traded on the
over-the-counter market.  The bid
price listed (Source:  S&P Comstock) on December 1, 1999 was
$16.50 per share.  On July 18,
1983, the Registrant's shares were deleted from the NASDAQ system
when no market maker for
the Registrant's common stock any longer maintained registration
as such with the NASDAQ
System.
     (b)  The approximate number of holders of Common Stock
securities of the Registrant
as of December 1, 1999 was 601.
     (c)  No dividends have been paid or declared on the Common
Stock of the Registrant
during the 1999, 1998 or 1997 fiscal years.  In making decisions
regarding the possible payment
of dividends, the Board of Directors considers the Requirements
of the Registrant in such
ongoing activities as real estate development and the research,
development and engineering
efforts of the Registrant as well as such obligations as
mortgages and debentures.
     (d)  Changes in Securities.
     (Reference is made for Form 10Q for the six-month period
ended March 31, 1984,
wherein the Registrant completed an exchange of common stock for
5% Debentures payable
March 1, 1989.  Reference is made to Notes 9 and 10 to the
Financial Statements for the years
ended September 30, 1989 and 1990.)
     The high and low bid information of the Registrant's common
stock for the last two years
was estimated to be as follows:  (Source: S&P Comstock).  (On
July 18, 1993, the Company
shares were deleted from NASDAQ.)18


                       1999      1998

             high low  high low


Quarter Ended Dec. 31        15.50     14.25     11.00    11.00


Quarter Ended Mar. 31        14.50     14.50     11.25    11.00


Quarter Ended June 30        16.50     15.50     11.50    11.25


Quarter Ended Sept. 30       16.50     15.50     14.75    12.75

     Such quotation represents prices offered by purchases
without retail mark-up, mark-down
or commission and may not represent actual sales transactions.
Item 6.  Selected Financial Data.
     Financial information for the five-year period commencing
October 1, 1994 and ending
September 30, 1999 is presented below.
                         HOLOBEAM, INC.
               SUMMARY OF SELECTED FINANCIAL DATA
               FOR THE YEARS ENDED SEPTEMBER 30,


                1999      1998       1997      1996        1995
Gross Income$1,960,262 $1,964,562 $1,873,382 $1,856,218$1,895,392
Net Income
   (Loss)      197,161    166,891    303,882   306,434    334,594
Weighted Average Number
  of Common Shares
  Outstanding  298,101    304,237    310,426   316,992    323,596
Earnings Per
  Share(Loss)     0.66       0.55       0.98      0.97       1.03
Total Assets 7,163,243  7,255,082  7,552,667 7,743,614  8,931,962
Long-Term
   Debt      5,653,044  5,984,002  6,310,060 6,667,298  6,946,564
Shareholders'
    Equity     971,695    856,536    748,020   558,463    371,422
Gross Rental
  Income     1,925,717  1,925,534  1,845,509 1,838,216  1,834,829
Net Rental
  Income     1,667,922  1,667,028  1,578,010 1,577,254  1,554,791


Item 7.  Management's Discussion and Analysis of Financial
Condition and
         Results of Operations.
     (1)  Liquidity.

                                19


<PAGE>

               During the fiscal year ended September 30, 1999,
the Registrant generated
     approximately $540,000.00 in cash flows associated with its
real estate rental activities
     and anticipates that such cash flows will continue during
the terms of the operating
     leases.  (Reference is made to Note 3, Rental income under
operating losses, to the
     Financial Statements for the years ended September 30, 1999
and 1998).
               The Registrant's cash and equivalents increased to
$891,119.00 during 1999 and
     has been substantially responsible for an increase of
$42,949.00 in working capital.
               It is anticipated that revenues and net rental
income associated with the operating
     leases on the properties of the Registrant will be
sufficient to provide the cash flows
     necessary to fund the Registrant's operations.  The
operating leases expire in 2009 and
     2012 and include renewal options, which, if exercised will
provide revenues beyond 2009
     and 2012.
               Minimum future rental income expected from the
operating leases approximates
     $26,185,300.00 and is available during the operating lease
terms and should provide
     sufficient cash flows to sustain profitable real estate
operations.
     (2)  Capital Resources
               The properties owned by the Registrant do not
require renovation or additional
     construction activities in order to maintain rental
operations.  The Registrant does not
     anticipate future capital requirements in connection with
its rental properties other than
     those that are routine and incidental to the Registrants'
real estate rental business.  The
     Registrant anticipates expenditures for maintenance,
insurance and taxes,

                                20


<PAGE>


but has no planned major capital expenditures that would require
significant allocation of
resources.  In no event are any expenditures expected to have any
materially adverse effect upon
the Registrant's capital resources.
               The Registrant presently intends to continue
funding the development of the
     Medical Staples for use in internal surgery.  Testing will
continue during 2000 and results
     will determine the Registrant's furtherance of such
activities after the fiscal year ended
     September 30, 2000.  During the year ended September 30,
2000, the Registrant expects
     to fund the engineering, testing and development of
approximately $300,000.00.
     Revenues associated with the Registrant's real estate rental
activities are expected to
     provide the necessary funding for the project to the
$300,000.00 level.
               The Registrant anticipates that no revenues will
be realized from the medical
     staple technology during the next fiscal year.
               During the fiscal year ended September 30, 1999,
the Registrant funded
     contributions to the defined benefit pension plan in the
amount of $311,388.00 and was
     included in General and Administrative expense in the
Statement of Operations for the
     years ended September 30, 1999 and 1998.
               The Registrant's funding policy is to make annual
contributions to the plan in
     amounts sufficient to fully provide for all eligible
employees' benefits by the time they
     retire.  Continual funding is not expected to have an
adverse effect upon the Registrant's
     financial condition.  (Reference is made to Note 15 to the
Registrant's Financial
     Statement for the years ended September 30, 1999 and 1998.)
     (3)  Results of Operations.

                                21


<PAGE>

               (a)  During 1999, the Registrant recorded
after-tax income of $197,161.00 as
     compared to $166,891.00 for the year ended September 30,
1998.  The results of
     operations reflect improved performance as a result of
decreased interest expense
     associated with the Registrant's mortgage on the rental
properties and in reduced
     expenditures in connection with the Registrant's medical
staples project.  When
     compared to 1998 costs, interest expense decreased
$24,582.00 and Research and
     Development decreased $30,677.00.  Gains associated with
decreased expenses were
     partially offset by increased income tax expense.
               The Registrant has 100% tenant occupancy in its
rental properties resulting in
     consistent earnings performance for the fiscal years ended
September 30, 1998 and 1999.
     The Registrant anticipates that such performance will
continue during the next twelve
     (12) months.  As the Registrant's properties age, it is
anticipated that the buildings will
     require more upkeep and maintenance costs.  Such costs are
not expected to  materially
     effect the long term performance of the Registrant's real
estate rental activities.
               During 1999, the Registrant funded the research
and development activities
     associated with the medical staple project in the amount of
$194,364.00 which represents
     a reduction of $30,677.00 when compared to expenditures for
1998.  The Registrant
     expects to continue funding this project with the cash flows
associated with its real estate
     rental activities during 2000.  When definitive testing
results can be obtained, the
     Registrant will determine if funding should continue into
fiscal year 2001.  The
     Registrant expects to fund the project during 2000 for
testing, development and patent
     activities in the amount of approximately
                                22

<PAGE>


$300,000.00.
               Funding of the Registrant's defined benefit plan
during the year ended September
     30, 1999 was $311,388.00 as compared to $307,773.00 for
1998.  The Registrant expects
     to continue funding the plan on an annual basis.  The
expenses associated with annual
     funding of the plan are not expected to have a materially
adverse effect upon the
     Registrant's financial condition.  (Reference is made to
Exhibit entitled "Defined Benefit
     Plan" filed with Quarterly Report Form 10Q for the Quarter
ended June 30, 1998 and
     filed on August 8, 1998.)
               (b)  The Registrant recorded net income for the
year ended September 30,
     1998 in the amount of $166,891.00 as compared to $303,882.00
for the year ended
     September 30, 1997.  The results of operations reflect
improved revenues and income
     associated with the Registrant's real estate rental
activities as net rental income was
     $1,667,028.00 as compared to $1,578,010.00 in 1997.
               The Registrant continues to experience consistent
earnings performance due to
     100% occupancy of the Registrant's rental properties and the
favorable long-term
     operating leases.  Costs associated with the Registrant's
real estate rental activities are
     expected to remain at present levels during the short-term
as are the revenues associated
     with such operating leases.
               Long term, costs are expected to rise with
inflation and some capital maintenance
     and repairs are expected as the buildings mature and require
more intensive upkeep.
     Since there are rental income escalation provisions
contained in the operating leases,
     revenues are expected to be sufficient to provide for such
costs, which are not expected to
     have any
                                23


<PAGE>


 materially adverse effects upon the results of operations during
the term of the leases.
               The Registrant continued to fund the engineering
and development activities
     related to the surgical staple technology it has developed.
Expenditures in connection
     with this project for 1998 were $225,041.00, which
represented an increase of $77,479.00
     when compared to the 1997 expenditures for the staples
project.  The Registrant expects
     to continue funding this project during 1999 and will
utilize the cash flows and revenues
     from its real estate rental activities to fund the ongoing
testing and development for the
     staples project.  Testing has commenced at a medical center
but initial results do not
     assure the commercial viability of the Registrant's
technology.  If more definitive
     favorable results are obtained, the Registrant will analyze
its position and determine if
     funding should continue beyond fiscal year 1999.  The
Registrant anticipates funding
     testing, development and patent activities in conjunction
with the staples project during
     1999 to approximate $300,000.00.
               During 1998, the Registrant contributed
$307,773.00 to its defined benefit plan
     (pension plan) which covers all eligible employees who have
completed one year of
     service.  (Reference is made to Exhibit entitled"Defined
Benefit Plan" filed with
     Quarterly Report 10Q for the Quarter ended June 30, 1998 and
filed on August 8, 1998.)
     The Registrant expects to continue to fund the pension plan
on an annual basis and does
     not expect the expense of such plan to have a materially
adverse effect upon its financial
     condition.
     (4)  Other Matters

                                24


<PAGE>

               The Company is currently continuing work to
resolve the potential impact of the
     Year 2000 on the processing of date-sensitive information by
the Company's
     computerized information system.  The Year 2000 problem is
the result of computer
     programs being written using two digits (rather than four)
to define the applicable year.
     Any of the Company's programs that have time-sensitive
software may recognize a date
     using "00" as the year 1900 rather than the year 2000, which
could cause miscalculations
     or systems failures.  The costs of addressing potential
problems are not expected to have a
     material adverse impact on the Company's financial position,
results of operations or
     cash flows in future periods.  However, if the Company or
its vendors are unable to
     resolve such issues in a timely manner, it could result in a
material financial risk.  The
     Company does plan to devote the necessary resources to
resolve all significant Year 2000
     issues in a timely manner.

Item 8.  Financial Statements and Supplemental Data.
     Financial statements, supplementary financial information
and Accountant's Report are
filed with this report.  (See Financial Statements and reports
thereon of R.A. Fredericks and
Company for 1998 and 1999.)

Item 9.  Disagreements on Accounting and Financial Disclosure.
     None.





                                25


<PAGE>

                             PART III
Item 10.  Directors and Executive Officers of the Registrant.
     (a)  The following Table identifies each Director of the
Registrant and indicates his
position with the Registrant, the duration of his term as
Director and the date when he was first
elected.
                                                      Date First
Name and Age             Title                Term     Elected

Melvin S. Cook  Chairman of the Board    2002 Annual       1968
Age 68          President of Registrant     Meeting

William M. Hackett  Treasurer of Registrant 2000 Annual    1984
Age 56                                         Meeting

Beverly Cook        Office Manager and       2001 Annual  1995
Age 63              Secretary of Registrant    Meeting

     (1)  Martin R. Infante, Secretary of the Registrant and
member of the Board of Directors
     served the Registrant in such capacities until his death
while in office during the year
     ended September 30, 1997.

     (b)  The following Table represents the name and age of each
officer of the Registrant,
the positions and offices held by each, the term of each office
and the period which each has
served in the indicated office.

                                                       Date First
Name and Age(1)               Title                     Term
    Elected

Melvin S. Cook   Chairman of the Board         Annual       1968
Age 68

William M. Hackett Treasurer of the Registrant Annual       1975
Age 56

Beverly Cook      Secretary of the Registrant   Annual       1997
Age 63

     (1)  Martin R. Infante, Secretary of the Registrant and
member of the Board of Directors of
     the Registrant served in such capacities until his death
during the year ended September
     30, 1997.

     (1)  Each officer has been selected to serve until the next
Annual Meeting of the Board
of Directors or until his respective successor shall be elected
and
                                26


<PAGE>


shall quality.
          (c)  There are no significant employees other than
those identified in (a) and
(b) above.
          (d)  The following Table summarizes the business
experience and principal
occupation during the last five years of each person who serves
as a director of executive officer
of the Registrant, as well as any other directorship held by
persons serving as directors of the
Registrant.
                                                          Other
Name(1)             Business Experience/Occupation
Directorship

Melvin S. Cook      Chairman of the Board of Directors and   None
                    President of the Registrant since its
                    formation.

William M. Hackett  Vice President of Registrant from      None
                  August 23, 1975 until June 1, 1981 and
                  Controller of Registrant and member of
                  accounting staff from October 1973 to
                   August 1975.  Treasurer of Registrant
               from June 1981 to present.  Vice President
                 of CMA Co., Inc. from November 1986 to
             present. Elected President of CMA Co., Inc.
                         in 1998.

Beverly Cook  Office Manager of Registrant from June 1,     None
              1981 until present.  Married to Melvin S.
                 Cook, President and Chairman of the
               Board of Directors.

     (1)  Martin R. Infante, Secretary of the Registrant and
member of the Board of Directors of
     the Registrant served in such capacities until his death
during the year ended September
     30, 1997.
          (f)  Not applicable.
Item 11.  Management Compensation.
     (a)  The following Table shows all direct remunerations paid
by the Registrant during
the fiscal year ended September 30, 1999 to each Director or
Officer of the Registrant whose
aggregate direct  remuneration exceeds $100,000.00, and the
direct remuneration paid all
Directors and Officers of the
                                27


<PAGE>

Registrant as a group for such fiscal year.


                                     28


<PAGE>
<TABLE>

                                          HOLOBEAM, INC.
                                             Form 10K
                                    Summary Compensation Table
                                        September 30, 1999
<CAPTION>

                                                               Long Term Compensation
Name and                     Annual Compensation                  Awards           Payouts       All Other
Principal Position    Year    Salary  Bonus  Other   Restricted Stock  SUO/SARS  LTIP Payouts   Compensation
<S>                 <C>     <C>        <C>   <C>        <C>            <C>       <C>            <C>
Melvin S. Cook       1999    $250,000   -0-   -0-        -0-            -0-       -0-              -0-
President and CEO    1998     250,000   -0-   -0-        -0-            -0-       -0-              -0-
and Director         1997     200,000   -0-   -0-        -0-            -0-       -0-              -0-


William M. Hackett   1999      17,550   -0-   -0-        -0-            -0-       -0-              -0-
Treasurer and        1998      17,550   -0-   -0-        -0-            -0-       -0-              -0-
Director             1997      17,550   -0-   -0-        -0-            -0-       -0-              -0-


Martin R.Infante<F1> 1999         -0-   -0-   -0-        -0-            -0-       -0-              -0-
Secretary and        1998         -0-   -0-   -0-        -0-            -0-       -0-             9,999
Director             1997         -0-   -0-   -0-        -0-            -0-       -0-            29,984

Beverly Cook         1999      75,000   -0-   -0-        -0-            -0-       -0-              -0-
                     1998      75,000   -0-   -0-        -0-            -0-       -0-              -0-
                     1997      75,000   -0-   -0-        -0-            -0-       -0-              -0-

All Officers and     1999     342,550   -0-   -0-        -0-            -0-       -0-              -0-
Directors as a       1998     342,550   -0-   -0-        -0-            -0-       -0-             9,999
Group                1997     342,550   -0-   -0-        -0-            -0-       -0-            29,984
<FN>
<F1>
     (1)  Martin Infante performed services for the registrant as
landlord and insurance broker.  See
Item 11(D) of this report.  Mr. Infante died  during
     the year ended September 30, 1997
</FN>

</TABLE>





                                                 29

<PAGE>

Item 11 (cont'd.)
     The Summary Compensation Table represents all aggregate
forms of remuneration to the
executive officers of the Registrant.  There were no other
payments or compensation awarded to
the
officers of the Registrant.
     Mr. Infante received no compensation as an employee of the
Registrant.  The amounts paid
to Mr. Infante were in connection with his services performed as
insurance agent and landlord.
During 1997, Mr. Infante's payments were limited to rental
payments amounting to $9,999.00.
(Reference is made to Notes 4 and 6 to the Financial Statements
for the year ended September
30,
1997 and to Item 11 (d) of Report, Form 10K for the year ended
September 30, 1997.)
     (b)  The Directors who are not employees of the Registrant
receive standard attendance
fees of $200 plus applicable expenses for travel.  No Directors'
fees were paid during 1999, 1998
and
1997.
     (c)  The following Table sets forth all the options to
purchase securities from the
Registrant which were granted to or exercised by any of its
directors and each officer whose
direct
remuneration exceeds $100,000.00 as well as all officers and
directors as a group since October
1,
1998.
                                   All Directors and Officers as
a Group
Options Granted                                      0
Options Exercised                                    0
Unexercised Options Held at 9/30/99                       0
     (d)  During the fiscal year of the Registrant ended on
September 30, 1997, the Registrant
utilized the services of Mr. Infante as a landlord.  In the
opinion of the Registrant, the amounts
paid
to Mr. Infante in respect to the foregoing were in all cases fair
to the Registrant and were
consistent
with the amount which would have been paid had the transaction
occurred with unaffiliated
                                30


<PAGE>


parties.  (Reference is made to Notes 4 and 5 to the Financial
Statements of the Registrant for the
years ended September 30, 1997 and 1996.)
     The amounts paid to Mr. Infante during the year ended
September 30, 1997 is presented
below:


                                        1997


Rent Expense                           $ 9,999
Insurance                                  -0-
                                     ---------

Total Payments                         $ 9,999
                                         =====

     The following Table sets forth information about the
Company's defined benefit pension plan
benefits:

Pension Plan Table

Years of Service

Remuneration            36

 60,000        60,000

160,000        107,112

200,000        107,112
     Pensions are based upon average annual earnings (salary and
bonus) for the highest three
consecutive years of employment with the Company.  For Melvin
Cook and Beverly Cook, the
amounts equaled $107,112 and $60,000, respectively, as of
September 30, 1999.  Melvin Cook
and
Beverly Cook will be credited at normal retirement date with 36
years service each under the
Pension Plan as of September 30, 1999.  Pensions may be adjusted
for a surviving spouse's
pension
or other options under the Pension Plan.  Pensions are not
subject to any other deduction for
Social
Security or any other amounts.





                                31

<PAGE>


                             PART IV
Item 12.  Security Ownership of Certain Beneficial Owners and
Management.
     (a)  The stockholding of each person who is known by the
Registrant to own beneficially
more than 5% of any classes of securities as of December 1, 1999
is as follows:
Title of Class      Name & Address      Amount Owned   % of Class

Common Stock, Par        Melvin S. Cook        123,497      41.6%
Value $0.10 Per Share    217 First Street
                        Ho-Ho-Kus, NJ 07423

Common Stock, Par        Beverly Cook           95,000     32.0%
Value $0.10 Per Share    217 First Street
                        Ho-Ho-Kus, NJ 07423

     (b)  The stockholding of Officers and Directors as a group
as of December 1, 1999 are
as follows:
Title of Class          Amount Beneficially Owned    % of Class

Common Stock, Par Value                218,497             73.6%
$0.10 Per Share

     (c)  There are no contractual arrangements that might result
in a change of control of
Registrant.
Item 13.  Certain Relationships and Related Transactions.
     Martin R. Infante, Former Secretary and Director provided
services to the Registrant in his
capacity as a principal in the Martin Infante Insurance Agency
and as a landlord.
     During the fiscal years ended September 30, 1997, the amount
paid to Mr. Infante in
connection with such services were as follows:

        1997

Rent Expense                                 $ 9,999

Insurance                                 -0-

Total Payments                          $ 9,999
     Reference is made to Item 11 (d) of Form 10K and to Notes 4
and 6 to the
                                32


<PAGE>

Financial Statements for the year ended September 30, 1997.





                                33


<PAGE>


Item 14.  Exhibits, Financial Statement Schedules and Reports on
Form 8K
     (a)  Index to Financial Statement filed as part of the
Annual Report and attached.
     (b)  Reports on Form 8K.
     (c)  Lease with The Sports Authority, Inc. filed as part of
the 1993 Annual Report Form
10K-A.
     (d)  Financial Statement Schedules.
     (e)  Lease with Tandy Corp. filed as part of the 1995 Annual
Report Form 10K.
     The following is a list of Financial Statement Schedules
filed as part of this Annual Report
on Form 10K.  All other schedules omitted herein are so omitted
because either (1) they are not
applicable, or (2) they required information is shown in the
Financial Statements.
          Schedules

              V          Property and Equipment

              VI         Accumulated Depreciation and
Amortization of
                    Property and Equipment

              X          Supplementary Income Statement
Information

             XI          Real Estate and Accumulated Depreciation

            XII          Mortgage Loans on Real Estate

     (e)  Exhibits, including those incorporated by references.



                                34


<PAGE>

     The following is a list of Exhibits filed as part of this
Annual Report on Form 10K.  Where
so indicated by footnotes, Exhibits that were previously filed
are incorporated by references.
                                        Legend for Documents
                                                  Incorporated

                                             by Reference


Articles of Incorporation and By Laws

   Articles of Incorporation                        (1)

   By-Laws                                          (1)

   By Laws as Amended                               (2)

Instruments Defining Rights of Share-
   holders Including Indentures

   Specimen Certificate for Shares of
      Common Stock                             (1)

   Security Combination Agreement                   (1)

Additional Exhibits - Exchange Offer                (3)

                    - Lease with Sports
                      Authority, Inc.                (4)

                    - Lease with Tandy
                      Corporation                   (5)

Form 8K - Change in Certifying Accountants          (6)

Form 8K-A - Change in Certifying Accountants        (7)

Defined Benefit Plan                                (8)

Legend
     (1)  Filed September 21, 1968 as an Exhibit to Form 10K and
incorporated herein by
reference.
     (2)  Filed December 15, 1986 as part of proxy statement and
incorporated herein by
reference.
     (3)  Filed December 23, 1983 - Exchange Offer.


                                35


<PAGE>

     (4)  Filed October 12, 1994 as an exhibit to Form 10K-A and
incorporated herein by
reference.
     (5)  Filed December 21, 1995 as an exhibit to Form 10K.
     (6)  Filed November 15, 1996 and incorporated herein by
reference.
     (7)  Filed November 20, 1996 and incorporated herein by
reference.
               (8)  Filed August 8, 1998 with Quarterly Report
10Q and incorporated herein by
          reference.

Supplemental Information
     No annual report or proxy material has been sent to security
holders.  Such annual report and
proxy material are to be furnished to security holders subsequent
to the filing of the annual report
on this form.  Copies of such material will be furnished to the
Commission when it is sent to
security
holders.




                                36


<PAGE>

                          HOLOBEAM, INC.
                             Form 10K
                        September 30, 1999

                            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.


Registrant     Holobeam, Inc.

By   William M. Hackett

Date December   24, 1999


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.


HOLOBEAM, INC.


By:  Melvin S. Cook
     Melvin S. Cook
     President and Chairman of the Board

Date:     December 24, 1999



By:  William M. Hackett
     William M. Hackett
     Director and Treasurer

Date:     December 24, 1999



By:  Beverly Cook
     Beverly Cook
     Director

Date:     December 24, 1999














<PAGE>





                                        December 24,1999



US Securities and Exchange Commission
6432 General Green Way
Alexandria, VA 22312

Attn: File Support

Re:  Holobeam, Inc., File No. 03385

Dear Sir or Madam:

     Enclosed you will find one (1) paper format copy of
Holobeam, Inc. Annual Report, Form
10K for the year ended September 30, 1999 which has been
previously filed/transmitted via the
EDGAR system.

     Kindly acknowledge receipt by signing the enclosed photocopy
of this letter and return it to
us in the accompanying stamped, self-addressed envelope.

                                        Very truly yours,



                                        William M. Hackett
                                        Treasurer

mjb
Encs.
<PAGE>












                          HOLOBEAM, INC.

                       FINANCIAL STATEMENTS
               WITH INDEPENDENT ACCOUNTANTS' REPORT

                           YEARS ENDED
              SEPTEMBER 30, 1999, AND 1998 AND 1997































                 R.A. FREDERICKS & COMPANY, LLP
                  CERTIFIED PUBLIC ACCOUNTANTS



<PAGE>

HOLOBEAM, INC.







                 INDEX TO FINANCIAL STATEMENTS





                                                         PAGE
INDEPENDENT ACCOUNTANTS' REPORT                           F-1

FINANCIAL STATEMENTS:

  BALANCE SHEETS                                         F2-3

  STATEMENTS OF OPERATIONS                               F-4

  STATEMENTS OF SHAREHOLDERS' EQUITY                     F-5

  STATEMENTS OF CASH FLOWS                               F-6

  NOTES TO FINANCIAL STATEMENTS                        F-7-19

SCHEDULES FOR THE YEARS ENDED SEPTEMBER 30, 1999
 1998 AND 1997

       V  PROPERTY AND EQUIPMENT                        F-20

       VI ACCUMULATED DEPRECIATION AND AMORTIZATION
           PROPERTY AND EQUIPMENT                       F-21

       X  SUPPLEMENTARY INCOME STATEMENT INFORMATION    F-22

       XI REAL ESTATE AND ACCUMULATED DEPRECIATION      F-23

            XIII    MORTGAGE LOANS REAL ESTATE          F-24


ALL OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY ARE NOT
APPLICABLE, OR THE INFORMATION IS SHOWN IN THE FINANCIAL
STATEMENTS
OR
NOTES THERETO.



<PAGE>

                                 R.A. FREDERICKS & COMPANY, LLP

                                   Certified Public Accountants
Ralph A. Fredericks, CPA
Ellen T. O'Donnell, CPA
Robert J. Rosenberg, CPA
Eric Frank Zach, CPA



                 INDEPENDENT ACCOUNTANTS' REPORT



To the Board of Directors and Stockholders
Holobeam Inc.
Ho-Ho-Kus , New Jersey

We have audited the accompanying balance sheets of Holobeam, Inc.
as of September 30, 1999
and
1998 and the related statements of operations, shareholders'
equity and statements of cash flows
for
the years ended September 30, 1999, 1998, 1997.  These financial
statements are the
responsibility
of the Company's management.  Our responsibility is to express an
opinion on these 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 misstatements.  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 financial statements referred to above
present fairly, in all material respects
the
financial position of Holobeam, Inc. as of September 30, 1999 and
1998, and the results of its
operations, shareholders' equity and its cash flows for  the
years ended September 30, 1999,
1998,
1997, in conformity with generally accepted accounting
principles.  Further, it is our opinion that
the schedules referred to in the accompanying index present
fairly the information set forth
therein.







  R.A. FREDERICKS & COMPANY, LLP



Montville, New Jersey
December 16, 1999


                              F-1

  170 Changebridge Road  Unit B-4, Montville, New Jersey 07045
    Tel: (973) 575-6200 Tel: (212) 544-2204 Fax: (973) 575-5444




<PAGE>

HOLOBEAM, INC.

BALANCE SHEETS
SEPTEMBER 30, 1999 AND 1998





            ASSETS


                                     1999         1998

CURRENT ASSETS
     Cash (including cash equivalents of $774,084
      in 1999 and $268,932 in 1998)  $   891,119    $   301,623
     Short-term Investments                  -          421,282
     Accrued Interest                      1,872          5,823
     Accounts Receivable                      28             -
     Prepaid Expenses                     10,710          8,092
                                      -----------    ----------
TOTAL CURRENT ASSETS                     903,729        736,820
                                      -----------    ----------
PROPERTY AND EQUIPMENT-COST
     Real Estate:
       Land                              452,772        452,772
       Buildings and Building
         Improvements                  6,961,244      6,961,244
                                   -------------    -----------
     TOTAL                             7,414,016      7,414,016

     Machinery and Equipment              66,939         66,939
     Furniture and Fixtures               20,633         20,633
                                   -------------   -------------
     TOTAL                             7,501,588      7,501,588

Less: Accumulated Depreciation
  and Amortization                     1,781,272      1,569,407
                                   -------------   ------------
PROPERTY AND EQUIPMENT-NET             5,720,316      5,932,181
                                   -------------   ------------
OTHER ASSETS
     Patents and Patent
     application cost, net of
     accumulated amortization
     of $217,850 in 1999
      and $204,001 in 1998               70,250         76,024
     Deferred Charges                   468,948        510,057
                                   ------------    -----------
TOTAL OTHER ASSETS                      539,198        586,081
                                   ------------  -------------
TOTAL ASSETS                        $ 7,163,243    $ 7,255,082
                                     =======            ========



The accompanying notes are an integral part of the financial
statements.
                               F-2

<PAGE>


HOLOBEAM, INC.

BALANCE SHEETS
SEPTEMBER 30, 1999 AND 1998




               LIABILITIES AND SHAREHOLDERS' EQUITY


                                         1999             1998
CURRENT LIABILITIES
     Mortgage Payable-Current Portion $ 318,832   $   292,195
     Accounts Payable                     6,510         6,832
          Deferred Rent                 107,976             -
     Franchise Taxes Payable              1,980         8,976
     Income Taxes Payable                24,340         5,580
     Other Accrued Expenses              23,158        21,392
     Accrued Interest Payable            43,575        45,707
     Accrued Commissions Payable         12,133        33,862
                                  --------------    ---------
TOTAL CURRENT LIABILITIES               538,504       414,544
                                  --------------    ---------
LONG-TERM DEBT
     Mortgage Payable (Net
       of Current Portion)            5,653,044    5,971,869
     Real Estate Commissions
       Payable                                -       12,133
                                 --------------   ----------
TOTAL LONG-TERM LIABILITIES           5,653,044    5,984,002
                                    -----------   ----------
TOTAL LIABILITIES                     6,191,548    6,398,546
                                     ----------   ----------
SHAREHOLDERS' EQUITY
     Common Stock, Par Value
      $.10 Per Share
      Authorized 2,000,000
      Shares, Issued 305,598            30,559       30,559
     Additional Paid in Capital      9,825,498    9,825,498
     Accumulated Deficit            (8,750,505)  (8,947,666)
                                    ----------    ---------
TOTAL                                1,105,552      908,391

     Less: Cost of Shares in
       Treasury (8,692
      in 1999 and 3,395 in 1998)    (133,857)        (51,855)
                                   ---------        ---------
TOTAL SHAREHOLDERS' EQUITY           971,695         856,536
                                   ---------        ---------
TOTAL LIABILITIES AND
 SHAREHOLDERS' EQUITY            $ 7,163,243       $7,255,082
                                    ========       ==========




The accompanying notes are an integral part of the financial
statements
                               F-3

<PAGE>

HOLOBEAM, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997



           1999                 1998                1997

REVENUES
     Rental Income $ 1,925,717       $1,925,534       $1,845,509
     Interest Income    34,545           38,977           27,873
     Other                   -               51                -
                   -----------       ----------       ----------
TOTAL                1,960,262        1,964,562        1,873,382
                   -----------       ----------       ----------

COSTS AND EXPENSES
     Rental Expense    257,795         258,506           267,499
     General Expense   637,167         633,625           347,556
     Interest Expense  539,943         564,525           587,061
     Research and
       Development     194,364         225,041           147,562
     Other                   -               -            10,022
                     ---------        ---------         --------
TOTAL                1,629,269        1,681,697        1,359,700
                     ---------        ---------        ---------
INCOME BEFORE
 INCOME TAXES          330,993          282,865          513,682

INCOME TAX EXPENSE     133,832          115,974          209,800
                      --------         --------         --------
NET INCOME           $ 197,161        $ 166,891        $ 303,882
                       =======          =======          =======
WEIGHTED AVERAGE NUMBER
 OF SHARES
 OUTSTANDING           298,101          304,237          310,426
                      --------         --------         --------
EARNINGS PER SHARE  $      .66        $     .55        $     .98
                       =======          =======           ======














The accompanying notes are an integral part of the financial
statements.
                               F-4
<PAGE>
<TABLE>


HOLOBEAM, INC.

STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997



<CAPTION>

                                                         Additional
                             Common Stock                  Paid-In     Accumulated               Treasury Stock
                                Shares       Amount        Capital       Deficit            Shares             Amount
<S>                            <C>         <C>           <C>           <C>                <C>             <C>
BALANCE, SEPTEMBER 30, 1996     1,052,598   $105,260      $12,399,699   $(9,418,439)       739,079          $2,528,057

     Net Income                                                             303,882

  Purchase of Treasury Stock                                                                 7,494             114,325

BALANCE, SEPTEMBER 30, 1997    1,052,598    $105,260      $12,399,699   $(9,114,557)       746,573          $2,642,382

     Net Income                                                             166,891

  Purchase of Treasury Stock                                                                 3,822              58,375

 Retirement of Treasury Stock  (747,000)     (74,701)     (2,574,201)             -       (747,000)         (2,648,902)

BALANCE, SEPTEMBER 30, 1998     305,598      $30,559      $9,825,498    $(8,947,666)         3,395             $51,855

     Net Income                                                             197,161

 Purchase of Treasury Stock                                                                  5,297              82,002


BALANCE, SEPTEMBER 30, 1999     305,598      $30,559      $9,825,498    $(8,750,505)         8,692          $  133,857


</TABLE>

         The accompanying notes are an integral part of the
financial statements.


                                            F-5

<PAGE>

HOLOBEAM, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997



                              1999        1998               1997

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income                 $197,161   $166,891      $ 303,882
                          ---------   --------      ---------
Adjustments to Reconcile
Net Income to Net Cash
 Provided by Operating
  Activities:
    Loss on disposition
      of assets                  -          -         10,022
    Depreciation           211,865    214,427        212,487
    Amortization            54,958     54,442         54,895
    Patent and Patent
     Application Costs      (8,075)    (5,495)        (9,477)

Increase (Decrease) in:
    Accounts Payable and
     Accrued Expenses      119,052   (104,454)       (45,637)
    Real Estate Brokers
     Commissions           (33,862)   (33,863)       (89,455)

Decrease (Increase) in:
    Accounts and other
     receivables               (28)        -          49,230
    Deferred Tax Asset          -          -          91,800
    Interest Receivable      3,951    (1,772)         (4,051)
    Prepaid Expenses        (2,618)    1,556          (3,336)
                          ---------    ------         -------
Total Adjustments           345,243   124,841         266,478
                          ---------  --------        --------
Net Cash Provided by
Operating Activities        542,404   291,732         570,360
                         -----------  -------        --------
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Short-term
   Investments                 -     (21,282)       (400,000)
Capital Expenditures          -       (7,976)         (51,587)
Sale of Short-Term
  Investments            421,282           -                -
Proceeds from Sale
  of Assets                    -           -            7,500
                       ---------     --------        --------
Net Cash Provided (used)
 by Investing Activities 421,282     (29,258)        (444,087)
                       ---------     --------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES

Principal Payments on
   First Mortgage       (292,188)    (267,784)       (245,412)
Purchase of Treasury
  Stock                  (82,002)     (58,375)       (114,325)
                         -------      -------        ---------
Net Cash Provided (Used)
  by Financing Activities(374,190)   (326,159)        (359,737)
                        ---------     --------        --------
NET INCREASE (DECREASE)
  IN CASH AND
  CASH EQUIVALENTS        589,496     (63,685)        (233,464)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF YEAR   301,623     365,308           598,772
                         ---------    -------           --------
CASH AND CASH EQUIVALENTS
        AT END OF YEAR  $ 891,119   $ 301,623         $  365,308
                         ======        ======            =======
SUPPLEMENTAL CASH FLOWS DISCLOSURES
Interest Paid           $ 542,075   $ 566,479         $  588,852

Income Taxes Paid       $ 115,072   $ 107,198          $ 124,925


The accompanying notes are an integral part of the financial
statements.
                                    F-6

<PAGE>


 HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                        a.  Nature of Operations

                            The Company is engaged in the rental
of real property for retail use and in
              development of surgical staples and the technology
used to apply the staples
              for use in internal surgery.

                        b.  Depreciation and Amortization

                            It is the policy of the Company to
provide for depreciation and amortization
              of the building and equipment on a straight-line
and accelerated basis in
              amounts sufficient to write-off the cost of the
assets over their estimated
              useful lives, which are as follows:

 Building and Building Improvements        31. 5 to 40 years
 Machinery and Equipment                   5 to 7 years
 Furniture and Fixtures                    7 to 10 years

                            Maintenance and repairs are charged
to operations in the year in which
              incurred, while replacements and betterments are
capitalized by charges to the
              appropriate asset accounts.  The cost and
accumulated depreciation and
              amortization with respect to assets retired or
otherwise disposed, are
              eliminated from the assets and related accumulated
depreciation and
              amortization accounts and any profit or loss
resulting therefrom is reflected
              in operations.

                            Patent and patent application costs
are amortized on a straight-line basis over
              a ten year period.

                    c.  Earnings Per Share

                            Earnings per share of common stock
has been computed by dividing net
              income by the weighted average number of common
shares outstanding
              during the year.  Diluted earnings per share of
common stock is the same as
              earnings per share prior to dilution.

                        d.  Common Stock

                            Each share of common stock is
entitled to one vote.  No such shares of
              common stock were reserved at September 30, 1999,
1998 or 1997.  On February 19,
              1998, the Company retired 747,000 shares of
Treasury Stock purchased
              between 1970 and January of 1998 at a cost of
$2,648,902.

                        e.  Statement of Cash Flows

                            For purposes of reporting cash flows,
all liquid investments with original
              maturities of three months or less are considered
cash equivalents.

                               F-7


<PAGE>


HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

                        f.  Income Taxes

                            Deferred income taxes are provided on
temporary differences between
              financial statement and income tax bases of assets
and liabilities.  Generally,
              deferred tax assets are recognized in the current
period for the future benefit
              of net operating loss carry forwards and items for
which expenses have been
              recognized for financial statement purposes, but
will be deductible in future
              periods.  Valuation allowances are established when
necessary to reduce
              deferred tax assets to the amount expected to be
realized.

                        g.  Deferred Charges

                            It is the policy of the Company to
charge costs associated with the acquisition
              of long term debt (mortgages) to expense over the
term of the mortgage.

                            In addition, the Company charges
costs associated with the procurement of
              operating leases, specifically real estate brokers
commissions, to expense
              during the term of the operating lease.

                        h.  Use of Estimates

                            The preparation of financial
statements requires management to make
              estimates and assumptions that affect certain
reported amounts and
              disclosures.  Accordingly, actual results could
differ from these estimates.

          I.  Short-Term Investments

                            Short-term investments have an
original maturity of more than three months
              and a remaining maturity of less than 1 year.
These investments are stated at
              cost as it is the intent of the company to hold
these securities until maturity.













                               F-8


<PAGE>


HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 2.   INCOME TAXES


                    The difference between the statutory federal
income tax rate on income before
income
          taxes and the Company's effective income tax rate is as
follows:

                                     1999       1998      1997

Federal statutory income tax rate     34%        34%        34%
State tax provisions, net of
 federal benefits                      6          6          6
Other                                  1          1          1
                                   -----       ----       ----
Effective income tax expense rate     41%        41%        41%
                                     ===         ==         ==
          Income tax expense (benefit) consisted of the
following:


               1999              1998               1997
          Current
            Federal    $     104,229   $  89,716   $     69,000
            State             29,603      26,258         49,000

          Deferred
            Federal               -            -         91,800
            State                 -            -              -
                           ---------     -------      ---------
                           $ 133,832   $ 115,974      $ 209,800
                             =======     =======       =======
NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES

                    The Company has leased two buildings at it's
a & S Drive, Paramus, N.J. site for
retail
          use.  The Sports Authority, Inc. has leased the 62,000
sq. ft. building for a lease term
          of twenty (20) years and the Tandy Corporation has
leased the 30,000 sq. ft. building
          for use as a Computer City retail store for a lease
term of fifteen (15) years.  The
          tenants are also responsible for real estate taxes and
other assessments as defined in the
          operating lease agreements.



                        1999             1998           1997
Buildings and building improvements:
  Cost           $ 6,961,244         $6,961,244     $6,961,244
  Accumulated
  depreciation     1,726,564          1,526,605      1,326,646
                 -------------     ------------    ------------
Net buildings and
building
improvements     $ 5,234,680        $5,434,639      $5,634,598
                   =========        ==========       =========



                                F-9


<PAGE>

HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997

          NOTE3.    RENTAL INCOME UNDER OPERATING LEASES
(Continued)

                    The minimum future rentals on noncancellable
operating leases for the years ending
          September 30, are as follows:

2000     $2,020,217     2005 $2,225,142  2010       $1,497,842
2001      2,020,217     2006  2,225,142  2011        1,497,842
2002      2,108,447     2007  2,322,194  2012        1,373,022
2003      2,116,467     2008  2,331,017             ----------
2004      2,116,467     2009  2,331,017

                                    Total         $26,185,033
                                                    =========
                    Net rental income consists of the following:

                     1999                  1998           1997

Rental income      $1,925,717          $1,925,534     $1,845,509
Depreciation
  expense           (199,959)            (199,959)      (199,959)
Other expenses       (57,836)             (58,547)       (67,540)
                  -----------            --------       --------
Rental income,net $ 1,667,922          $1,667,028     $1,578,010
                     ========           =========      =========
                    In 1999, 1998, and 1997, depreciation expense
included all depreciation of the rental
          buildings and building improvements.

                        a)  The Company entered into a triple net
lease agreement with The Sports
              Authority, Inc., Fort Lauderdale, Florida.  The
term of the lease is twenty (20)
              years with four (4) options to extend the term for
an additional period of five
              (5) years in each option.

                            The Company was responsible for
funding certain improvements to the
              building pursuant to the lease agreement and
incurred costs amounting to
              $3,567,276 at September 30, 1993.  The Company
reimbursed The Sports
              Authority, Inc. for such improvements and on
February 5, 1993 the original
              lease was amended and the base rent was increased
to reflect the improved
              condition of the building.

                            The Company obtained additional
mortgage financing totaling $7,500,000 in
              order to fund reimbursement to The Sports
Authority, Inc.,  whose former
              parent company, K-Mart Corporation (K-mart
Corporation is a public company
              and financial information regarding K-mart is
publicly available) has
              guaranteed the incremental monthly rental payments
over the remaining life of
              the lease.  (See Note 8).

                            The base rents under the amended
lease were increased as follows:

2nd through 5th years                               $1,208,217
6th through 10th years                               1,295,716
11th through 15th years                              1,391,967
16th through 20th years                              1,497,842
                                F-10


<PAGE>


HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES
(Continued)

                        a)  In addition to the rent, the tenant
is responsible for real estate taxes and other
              assessments as defined in the operating lease.

                        b)  Tandy Corporation has constructed a
30,000 sq.ft. building on the Company's
              site located in Paramus, N.J. for use as a Computer
City retail store.  Tandy
              Corporation commenced paying rent to the Company
pursuant to the terms of
              the operating lease on October 1, 1994.  The lease
term is for fifteen (15) years
              at an annual rental of $630,000 for the first five
years, $724,500 for the second
              five years and $833,175 for the last five years.
Tandy Corporation has three (3)
              options to extend the term of the lease for an
additional period of five (5) years
              for each such option.

                            Pursuant to the terms and conditions
of the lease, the Company agreed to
              reimburse Tandy Corporation up to $1,200,000 plus
the costs of paving the
              driveway and parking area and one-half (1/2) the cost
of exterior lighting not
              attached to the building.  This construction
allowance was amended to
              $1,189,675 and paid in cash to Tandy Corporation on
November 9, 1995.

Costs associated with the 30,000 sq. ft. building are as
follows:*

Construction allowance paid to Tandy Corporation      $1,189,675
Costs incurred by the Company for use variance
 and site improvement (deferred until put in
  service at October 1, 1994)                           434,821
Construction costs incurred through September 30,
1994 (deferred until put in service at October 1, 1994) 964,505
Construction costs incurred during 1995                   3,512

                                                       ---------
Total Costs of 30,000 sq. ft. building occupied
    by Tandy Corporation.                            $2,592,513
                                                      ========

(*)  Does not include costs of improvements incurred by the
tenant.


The construction allowance was payable to Tandy Corporation two
(2) months after a permanent certificate of occupancy was issued
by local governmental
              authorities.  According to the terms and conditions
of the lease agreement,
              Tandy Corporation could accrue interest at the
annual rate of 7% on the unpaid
              balance and could also cease paying rent until such
amounts payable by the
              Company were paid.  Accordingly, the Company
elected to pay the amounts in
              full on November 9, 1995.

                            On September 1, 1998, Tandy
Corporation sold Computer City, Inc. to
              CompUSA, Inc.  The lease was therefore assigned to
CompUSA, Inc. and is
              still guaranteed by Tandy Corporation.

                                F-11

<PAGE>


HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


NOTE 3.   RENTAL INCOME UNDER OPERATING LEASES (Continued)

                    The following is a condensed summary of
financial information on the above
publicly
          held companies:
           Tandy           The Sports
         Corporation       Authority       K-Mart      CompUSA
          12/31/98           1/24/99      1/27/99      6/26/99
       (In Millions)    (In Thousands)(In Millions)(In Thousands)
Current
assets    $ 1,299    $   439,335        $   7,830   $ 1,108,537
Total
assets      1,994        901,599           14,166     1,481,715
Current
liabilities   880        408,790            3,691       966,426
Total
liabilities 1,142        632,842            7,203     1,131,239
Minority
interest        -         (4,155)               -             -
Common stock
put option      4              -                -             -
Total
stockholders'
equity        848         272,912            6,963      350,476
Net sales   4,788       1,600,501           33,674    6,248,518
Cost of
sales       2,784       1,208,701           26,319    5,459,471
Gross
profit      2,004         391,800            7,355      789,047
Income
(loss)
before
income
taxes
(continuing)  100        (100,885)           1,091     (84,824)
Income taxes   39         (35,028)             230      31,810
Minority
Interest        -          (2,066)               -           -

Net income
(loss)   $     61    $   (63,791)        $     518   $  (53,014)

          NOTE 4.   RELATED PARTY TRANSACTIONS

                    An officer and member of the Board of
Directors, was the Company's landlord until
          his death during the year ended September 30, 1997.
                                    1997

Landlord-Office rental
and related services                 $9,999
                                   --------
                                    $9,999
                                     =====
          NOTE 5.   RESEARCH AND DEVELOPMENT

                    Research and development expenses in the
amount of $194,364 in 1999, $225,041 in
          1998, and $147,562 in 1997, were charged to operations
and included in costs and
          expenses.








                                F-12

<PAGE>


HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 6.   RENT EXPENSE

                    The Company had leased approximately 1,000
square feet of office space on a
month
          to month basis at a monthly rental of $909  from a
member of the Board of Directors
          (See Note 4) until August 31, 1997. The Company moved
its headquarters to Ho-Ho-
          Kus, New Jersey and occupies approximately 1,000 square
feet of office and laboratory
          space on an annual lease.  Lease payments are $950 per
month and are paid to an
          unaffiliated landlord.   Rent expense was $11,400 in
1999, $11,400 in 1998 and
          $11,447 in 1997.

          NOTE 7.   PATENTS

                    The Company has discontinued efforts relating
to solar cells and semi-conductor
          technology.  Work in the field has moved in other
directions than that of the
          Company's technology and there has been a substantial
reduction of government
          support in this technical area.  The funding that had
been received by laboratories
          exploring the Company's technology has also terminated.

                    The Company is continuing its efforts in the
area of surgical staple design for use in
          internal surgery.  Several United States Patents have
been issued and foreign
          applications have been filed on a novel staple.  The
staple has been produced and it is
          anticipated that tests will continue during 2000 at a
medical center.  Research and
          development costs in the amounts of $194,364, $225,041
and $147,562 have been
          expended in connection with the surgical staple during
1999, 1998 and 1997,
          respectively.

          NOTE 8.   LONG-TERM DEBT

                    The mortgage consists of two loans, one in
the amount of $6,000,000 payable in
          monthly installments of $55,328 including interest at
8.77% until 2011.  The second
          is in the amount of $1,500,000 payable in monthly
installments of $13,767 including
          interest at 8.7% until 2011.

                    Costs incurred in connection with this
mortgage amounted to $102,520 and are
charged
          to expense over the life of the mortgage.  This amount
is included in the balance of
          deferred charges as detailed in Note 9.  The expense
for the next five (5) years is
          presented below:

              2000                                  $5,126
              2001                                   5,126
              2002                                   5,126
              2003                                   5,126
              2004                                   5,126






                                F-13

<PAGE>


HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 8.   LONG-TERM DEBT (Continued)

                    The balance outstanding for each debt issued
at the end of 1999, 1998, and 1997 is
as
          follows:

                        1999            1998                1997

First Mortgage on
62,000 sq. ft. Building $5,971,876     $6,264,064      $6,531,848

Real Estate Brokers
Commissions Payable              -         12,133          45,995
                      ------------   ------------      ----------
          Total          5,971,876      6,276,197       6,577,843

 Less Current Portion      318,832        292,195         267,783
                    --------------     ----------      ----------
 Long-Term Portion      $5,653,044     $5,984,002      $6,310,060
                          ========      =========       =========

The mortgage is secured by the land and building and operating
lease agreement with The Sports Authority, Inc.  (See Note 3).


The principle payments of long-term debt for the term of the
mortgage is as follows:


2000   $318,832      2005    $493,181  2010          $762,870
2001    347,897      2006     538,140  2011           338,090
2002    379,611      2007     587,197
2003    414,217      2008     640,727
2004    451,978      2009     699,136

          NOTE 9.   DEFERRED CHARGES


The composition of deferred charges and related amortization is
as follows:




                                                  Real Estate


    Mortgage                         Brokers Commissions
                                                            Total
              Costs         Sports Authority              Tandy
Corp.
Original Cost  $712,160     $102,520  $279,584       $330,056
Accumulated
 Amortization   243,212       34,174    99,019        110,019
               --------       ------   -------       --------
Balance 9/30/99 $468,948    $ 68,346  $180,565       $220,037
                =======       ======   =======        =======
Original Cost  $712,160     $102,520  $279,584       $330,056
Accumulated
Amortization    202,103       29,047    85,040         88,016
               --------      -------   -------        -------
Balance 9/30/98 $510,057     $73,473  $194,544       $242,040
                =======      ======    =======       =======

                                F-14

<PAGE>


HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 10.  DEFERRED SITE COST

                    The Company incurred costs in connection with
an application for a use variance
and site
          improvements for the property owned by the Company at
50 A&S Drive, Paramus, New
          Jersey, adjacent to the building owned by the Company
and leased to the Sports
          Authority, Inc.  Such costs amounting to $806,656 have
been considered to be part of the
          site cost and are included in fixed assets.

          NOTE 11.  OTHER EMPLOYEE BENEFITS

                    The Financial Accounting Standards Board
issued SFAS No. 106 " Employers
          Accounting for Post Retirement Benefits", SFAS No. 112
"Employers Accounting for
          Post Employment Benefits", which changed employers'
accounting for these benefits.  Since the Company has no
post-retirement benefits plan, and does not offer post
          employment benefits, SFAS No. 106 and SFAS No. 112 are
not applicable. During 1999, the Financial Accounting Standards
Board issued SFAS No. 132 "Employers' Disclosures about Pensions
and Other Post Retirement Benefits. SFAS No. 132 is not
applicable for post employment benefits but is applicable to the
Company's pension plan (See Note 15).

          NOTE 12.  CONCENTRATION OF CREDIT RISK

                    The Company maintains its cash balances and
short term investments in several
financial
          institutions in excess of the $100,000 guarantee by the
Federal Deposit Insurance
          Corporation (FDIC).  At September 30, 1998, this excess
amounted to  $357,954.

                    Substantially all of the Company's income is
rental income received from two
tenants.
          These tenants are subject to long-term lease
agreements. (See Note 3)

          NOTE 13.  FINANCIAL REPORTING BY BUSINESS SEGMENTS

                    In 1999, the Company adopted Financial
Accounting Standards Board Statement
(SFAS)
          No. 131 "Disclosures About Segments of an Enterprise
and Related Information".  The
          information for 1998 and 1997 has been restated to
conform to the 1999 presentation.  The
          Company's reportable segments are strategic business
units that involve different products
          and services.  They are managed by a single management
team.

                    The Company has three business segments as
follows:

                    Surgical Staples-Engaged in engineering and
design of surgical staples for use in
internal
          surgery,  and in the technology used to fabricate the
equipment issued to apply the staples.
          This segment of the company's business is still in the
research and development stage.

                    Electro-Optical-Engaged in engineering and
development of equipment for the semi-
          conductor industry.  The company has discontinued
efforts relating to the electro-optical
          segment of its business.

                                F-15


<PAGE>


HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 13.  FINANCIAL REPORTING BY BUSINESS SEGMENTS
(Continued)

                    Rental-Engaged in leasing to tenants, the two
retail buildings owned by the
Company at
          50 A&S Drive, Paramus, New Jersey.  Approximately 98%
of the Company revenues are
          earned by this segment, all of which is received from
two tenants (see Note 12).

                    The accounting policies of the segments are
the same as those described in the
summary
          of significant accounting policies.  The Company
evaluates the performance of its
          operating segments based on income before income taxes.
There are no intercompany
          sales.  The Company derives all revenue in the United
States.

                    Summarized financial information concerning
the Company's reportable segments is
          shown in the following table.  The "Other" column
includes corporate income and
          expense items not allocated to reportable segments.

                                            Revenues


                   1999                1998               1997

Business Segments:

Surgical Staples   $         -     $      -       $         -
Electro-Optical              -            -                 -
Real Estate Rental    1,925,717     1,925,534        1,845,509
Other                    34,545        39,028           27,873
                    -----------     ---------        ---------
    Total           $ 1,960,262    $1,964,562       $1,873,382
                      =========     ========        ==========

          Business Segments:
              Income (Loss)

                        1999          1998              1997
    Surgical Staples $(194,364)   $ (225,041)    $   (147,562)
       Electro-Optical       -            -                 -
          Real Estate
           Rental     1,667,922    1,667,028        1,578,010
                    -----------     ---------        ---------
              Total $ 1,473,558   $1,441,987        $1,430,448
                      =========     ========        ==========

General and
Administrative
Expenses              (639,824)    (633,625)         (347,556)
Interest Expense      (539,943)    (564,525)         (587,061)
Other Income            34,545       39,028            17,851
Income Tax Expense    (133,832)    (115,974)         (209,800)
                    -----------     ---------        ---------
              Total (1,279,054)  (1,275,096)       (1,126,566)
                    -----------     ---------        ---------
       Net Income    $ 194,504   $  166,891         $ 303,882
                      =========     ========        ==========

Business Segments:
               Identifiable Assets

                        1999            1998            1997
Surgical Staples      $ 59,778  $     60,738     $     63,599
Electro-Optical         10,471        15,286            20,263
Real Estate Rental   6,156,401     6,397,468         6,638,536
Other                  933,936       781,590           830,269
                    -----------     ---------        ---------
TOTAL ASSETS       $ 7,160,586    $7,255,082        $7,552,667
                      =========     ========        ==========
                                 F-16



<PAGE>


HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 13.  FINANCIAL REPORTING BY BUSINESS SEGMENTS
(Continued)

                    Business Segments:
                Capital Expenditures


                          1999         1998            1997
Surgical Staples    $        -   $        -        $         -
Electro-Optical              -            -                  -
Real Estate Rental           -            -                  -
Other                       -         7,976             51,587
                    -----------     ---------        ---------
                $             -   $    7,976          $  51,587
                      =========     ========        ==========

                                 Property and Equipment
Business Segments                     Depreciation



                        1999         1998                1997
Surgical Staples     $       -     $       -        $       -
Electro-Optical              -             -                -
Real Estate Rental     199,959       199,959          199,959
Other                   11,906        14,468           12,528
                    -----------     ---------        ---------
                      $211,865      $214,427         $212,487
                      =========     ========        ==========

                               Intangible Assets
                                   Amortization

                          1999           1998          1997

Surgical Staples      $   9,034   $   8,356         $   7,607
Electro-Optical           4,815       4,977             6,179
Real Estate Rental       41,109      41,109            41,109
Other                         -           -                -
                    -----------     ---------        ---------
                       $ 54,958     $ 54,442         $ 54,895
                      =========     ========        ==========
 NOTE 14.      FAIR VALUES OF FINANCIAL INSTRUMENTS

                    The Company has a number of financial
instruments, none of which are held for
trading
          purposes.  The Company estimates that the fair value of
all financial instruments at
          September 30, 1999, does not differ materially from the
aggregate carrying values of its
          financial instruments recorded in the accompanying
balance sheet.  The estimated fair
          value amounts have been determined by the Company using
available market information
          and appropriate valuation methodologies.  Considerable
judgement is necessarily required
          in interpreting market data to develop the estimates of
fair value, and accordingly, the
          estimates are not necessarily indicative of the amounts
that the Company could realize in
          a current market exchange.







                                F-17



<PAGE>

HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 15.  PENSION PLAN (Continued)

                    The Company established a defined benefit
plan in 1998 covering all eligible
employees,
          who have completed one year of service.  Benefits are
based on years of service and the
          average compensation during the best three years of
participation.

                    The Company's funding policy is to make
annual contributions to the plan in
amounts
          such that all employees' benefits will be fully
provided for by the time they retire.
          Contributions are intended to provide not only for
benefits attributed to service to date but
          also for those expected to be earned in the future.

                    Although it has not expressed any intention
to do so, the Company has the right
under the
          plan to discontinue its contributions at any time and
to terminate the Plan subject to the
          provisions set forth in ERISA.

                    In 1999, the Company adopted SFAS No. 132
"Employers' Disclosures about
Pensions
          and Other Post Retirement Benefits".  The provisions of
SFAS No. 132 revise employers'
          disclosures about pension and other post retirement
benefit plans.  It does not change the
          measurement or recognition of this plan.  It
standardizes the disclosure requirements for
          pensions and other post retirement benefits to the
extent practicable.

                    The Company provides defined benefit pension
plan to the employees.  The
following
          provides a reconciliation of benefit obligations, plan
assets, and funded status of the plan.



                                    1999                1998

Changes in benefit obligation:
Benefit obligation at October 1   $307,773         $         -
Service cost                       309,163             287,638
Interest cost                       21,544              20,135
                             -------------          ------------
Benefit obligation at
September 30                      $638,480            $307,773
                                  ========             =======

                                     1999                1998
Change in plan assets:
Fair value of plan assets at
October 1                         $313,645          $       -
Company contributions              307,754            307,773
Actual return on plan assets        18,824              5,872
                             -------------          ------------
Fair value of plan assets at
September 30,                     $640,223            $313,645
                                   ========            =======
Funded status of Plan               $1,743              $5,872
Unrecognized Net (Gain) Loss        (5,377)             (5,872)
                              -------------          ------------
(Accrued) or Prepaid Pension    $   (3,634)          $       -
                                   ========              =======

                                F-18



<PAGE>

HOLOBEAM, INC.

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997


          NOTE 15.  PENSION PLAN (Continued)

                    The net periodic pension cost for the year
ended September 30, includes the
following
          components:

                                       1999
1998
1.  Service cost -
benefits earned
during the period           $  309,163             $ 307,773
                            -------------         ------------
2.  Interest cost on
projected benefit
obligation                      32,708                    -
                            -------------            ------------

3.  Actual return on
plan assets                    (18,824)                 5,872
                           -------------            ------------
4.  Net amortization and
deferral:

a. Amortization of
  unrecognized net
obligation (asset)
at transition                    -                      -
b. Amortization of
unrecognized

prior service cost             -                        -
c. Amortization of
unrecognized net
(gain) or loss                (11,659)               (5,872)
d. Asset gain or
(loss) deferred                -                        -
                          -------------            ------------
e. Total                      (11,659)                5,872
                          -------------            ------------

5.  Net periodic pension
cost (credit) =
(Item 1 + item 2 +
item 3 + item 4 (e)         $  311,388              $  307,773
                              ========                 =======

The net periodic pension cost for 1999 and 1998 was determined
based on a 7% discount rate and, a long - term rate of return of
7% on plan assets.

          NOTE 16.  CONTINGENCIES

                    The Company is engaged in a comprehensive
project to assure all its systems are
year
          2000 compliant.  Based on current estimates, the
Company does not anticipate related
          material adverse effects on its financial condition,
liquidity or results of operations.














                                F-19


<PAGE>

                                            HOLOBEAM, INC.

Schedule V

PROPERTY AND EQUIPMENT
SEPTEMBER 30, 1999, 1998 AND 1997


Balance at                                                Balance
at

Beginning                                                     End
of
     CLASSIFICATIONS                             of Year
Additions  Retirements            Year



YEAR ENDED SEPTEMBER 30, 1997:

Machinery and Equipment $ 67,227  $ 38,930 $39,218    $ 66,939
Furniture and Fixtures     2,258    12,657   2,258      12,657
                        --------   -------  -------   --------
          TOTAL         $ 69,485  $ 51,587 $ 41,476   $ 79,596
                          ======    ======   ======     ======

YEAR ENDED SEPTEMBER 30, 1998:

Machinery and Equipment $ 66,939  $     -  $    -    $ 66,939
Furniture and Fixtures    12,657    7,976        -     20,633
                        --------   -------  -------   --------
          TOTAL          $79,596  $  7,976  $     -   $ 87,572
                          ======    ======   ======     ======

YEAR ENDED SEPTEMBER 30, 1999:

Machinery and Equipment $ 66,939  $     -  $      -  $ 66,939
Furniture and Fixtures    20,633        -         -    20,633
                        --------   -------  -------   --------
     TOTAL               $87,572   $    -   $     -   $ 87,572
                          ======    ======   ======     ======




















The accompanying notes are an integral part of the financial
statements.
                                F-20



<PAGE>

HOLOBEAM, INC.
Schedule VI

ACCUMULATED DEPRECIATION AND AMORTIZATION
PROPERTY AND EQUIPMENT
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997



                 Balance at                      Balance at
                      Beginning                         End of
     CLASSIFICATIONS   of Year Additions Retirements    Year

YEAR ENDED SEPTEMBER 30, 1997:

Machinery and Equipment $ 39,192  $ 10,581 $ 21,696   $ 28,077
Furniture and Fixtures     2,256       256    2,256        256
                        --------   -------  -------   --------
          TOTAL         $ 41,448  $ 10,837 $ 23,952   $ 28,333
                          ======   ======    ======     ======
YEAR ENDED SEPTEMBER 30, 1998:

Machinery and Equipment $ 28,077  $ 12,604  $     -   $ 40,681
Furniture and Fixtures       256     1,864        -      2,120
                         --------  -------   -------   -------
          TOTAL         $ 28,333  $ 14,468  $     -   $ 42,801
                          ======    ======   ======     ======
YEAR ENDED SEPTEMBER 30, 1999:

Machinery and Equipment  $40,681  $ 9,287   $     -    $ 49,968
Furniture and Fixtures     2,120    2,620         -       4,740
                         --------  -------   -------   -------
     TOTAL             $  42,801 $ 11,907   $      -   $ 54,708
                          ======    ======   ======     ======

















The accompanying notes are an integral part of the financial
statements.
                                F-21


<PAGE>


                   HOLOBEAM,INC.


Schedule X

SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997



                     1999              1998              1997
Maintenance
and Repairs      $        -   $          -            $ 10,610
                     ======         ======              ======
Depreciation and
Amortization of
 Intangible Assets  $54,958       $ 54,442            $ 54,895
                     ======         ======              ======
Taxes, Other than
Payroll and Income Tax
 Franchise         $  9,500      $   3,600           $   3,060
 Real Estate              -              -                   -
 Other                  518              -               6,004
                 -----------      ----------           --------
                    $10,018      $   3,600            $  9,064
                     ======         ======              ======
Royalties    $          -    $           -        $          -
                   ======             ======            ======
Advertising  $          -    $           -        $          -
                   ======             ======            ======




























     The accompanying notes are an integral part of the financial
statements.
                                F-22


<PAGE>

<TABLE>


                          HOLOBEAM, INC.

                                               Schedule XI

REAL ESTATE AND ACCUMULATED DEPRECIATION
SEPTEMBER 30, 1999

<CAPTION>

                                             Cost Capitalized  Gross Amount at
                              Initial            Subsequent    Which Carried at                                          Life
                                                                                                                       in Which
                         Cost to Company       To Acquisition Close of Period (1)                 (2)       Date        Deprec.
                Incumb            Bldg &             Carrying            Bldg &               Accumulated    of   Date in Latest
                                                                                                                        Income
                Brances   Land    Improv      Improv   Costs   Land      Improv       Total   Depreciation Constr. Acqd  Stmt is
                                                                                                                        Computed
<S>           <C>        <C>      <C>       <C>         <C>   <C>      <C>        <C>        <C>        <C>  <C>  <C>
Improved Land
 Paramus, NJ  $        0 $218,402 $       0 $         0 $  0  $218,402 $        0   $218,402 $        0      1971    -
Improved Land
 Paramus, NJ           0  173,565         0      60,805     0  234,370          0    234,370          0      1983    -

Building I
 Paramus, NJ
 Improvements  6,777,260        0    718,881  3,649,850     0        0  4,368,731  4,368,731  1,399,730 1958 1971 3 to 40 years

Building II
 Paramus, NJ           0        0  2,592,513          0     0        0  2,592,513  2,592,513    326,834 1995 1995 30 Years

              $6,777,260 $391,967 $3,311,394 $3,710,655 $   0 $452,772 $6,961,244 $7,414,016 $1,726,564
</TABLE>

<TABLE>
<CAPTION>


(1)Activity for the three years                               (2)Activity for the three years
   ended September 30, 1999 is                                ended September 30, 1999 is
   as follows:                   1999        1998      1997   as follows:                      1999     1998      1997
<S>                          <C>        <C>        <C>        <C>                          <C>        <C>        <C>
Balance at Beginning of Year $7,414,016 $7,414,016 $7,414,016 Balance at Beginning of Year $1,526,605 $1,326,646 $1,126,687
Additions:                                                                      Additions:
  Improvements                        0          0          0                 Depreciation    199,959    199,959    199,959
  Acquisitions                        0          0          0             Less Retirements          0          0          0
                              7,414,016  7,414,016  7,414,016
Deductions During Year:                                             Balance at End of Year $1,726,564 $1,526,605 $1,326,646
  Retirements                         0          0          0
  Cost of Real
   Estate Sales                       0          0          0

Balance at End of Year       $7,414,016 $7,414,016 $7,414,016
</TABLE>

The aggregate cost for Federal income tax purposes
 at September 30, 1999 is $7,414,016.

                The accompanying notes are an integral part of
these financial statements.
                                                  F-23


<PAGE>


                                   HOLOBEAM, INC.


Schedule XII
<TABLE>

MORTGAGE LOANS ON REAL ESTATE
SEPTEMBER 30, 1999

<CAPTION>
                                                                                                              Principal
                                                                                                               Amount
                                                        Periodic              Face Amount Carrying Amount      of Loans
                                                                                                             Subject to
                            Interest    Final Maturity   Payment      Prior     of              of           Delinquent
                                                                                                             Principal
                              Rate               Date     Terms       Items     Mortgage      Mortgage(1)    or Interest

<S>                         <C>         <C>               <C>         <C>      <C>            <C>                  <C>
Mortgage Payable
 Building and Improvements    8.7%       February 5, 2011  $13,367      None   $1,500,000     $1,193,084           None

Mortgage Payable
 Building and Improvements   8.77%       February 5, 2011  $56,328      None   $6,000,000     $4,778,792           None





                                                                                              $5,971,876

</TABLE>

Activity for the three
 years ended September 30,
 1999 is as follows:
                                     1999        1998        1997

Balance at Beginning of Year     $6,264,064  $6,531,848 $6,777,260
Addition During Year
  Commercial Loans                        0           0          0
  New Mortgages                           0           0          0

                                  6,264,064   6,531,848  6,777,260
Deductions During Year:
  Principal Payments                292,188     267,784    245,412

  Mortgage Payments                       0           0          0

Balance at End of Year           $5,971,876  $6,264,064 $6,531,848

(1) The cost for Federal income taxe
 Purposes at 9/30/99 $5,971,876



             The accompanying notes are an integral part of these
financial statements.
                                               F-24
<PAGE>