2000
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)
|X|      Quarterly  Report  Pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 For the quarterly period ended June 30, 2000.

                                       or

|_|      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the transition period from _______  to _______


Commission file number:  0-12742

                                SPIRE CORPORATION
--------------------------------------------------------------------------------
           (Name of Small Business Issuer as Specified in its Charter)


        Massachusetts                                04-2457335
--------------------------------------------------------------------------------
(State or Other Jurisdiction of         (I.R.S. Employer Identification Number)
Incorporation or Organization

 One Patriots Park, Bedford,
        Massachusetts            01730-2396                 781-275-6000
--------------------------------------------------------------------------------
(Address of Principal            (Zip Code)          (Issuer's Telephone Number,
Executive Offices)                                       Including Area Code)

  Securities registered under
Section 12(b) of the Exchange Act:                    Name of Each Exchange
      Title of Each Class                             on Which  Registered
--------------------------------------------------------------------------------
        Not applicable                                    Not applicable

Securities registered under
Section 12(g) of the Exchange Act:       Common Stock, $.01 par value,  Nasdaq
                                  ----------------------------------------------

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. There were 3,313,840 outstanding
shares of the issuer's only class of common equity, Common Stock, $.01 par
value, on July 31, 2000.

Transitional Small Business Disclosure Format (Check One): Yes |_| No |X|
================================================================================
<PAGE>

                                SPIRE CORPORATION
                                      INDEX


                                                                     Page Number
                                                                     -----------
PART I - FINANCIAL INFORMATION
------------------------------

    Condensed Consolidated Balance Sheets at
    June 30, 2000 (unaudited) and December 31, 1999                       3

    Condensed Consolidated Statements of Operations
    For the Three Months Ended June 30, 2000 and 1999 and
    For the Six Months Ended June 30, 2000 and 1999 (unaudited)           4

    Condensed Consolidated Statements of Cash Flows
    For the Six Months Ended June 30, 2000 and 1999 (unaudited)           5

    Notes to Condensed Consolidated Financial Statements                  6

    Management's Discussion and Analysis of Financial Condition
    and Results of Operations                                           8 - 11


PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings                                           12

    Item 4.  Submission of Matters to a Vote of Security Holders         12

    Item 6.  Exhibits and Reports on Form 8-K                            12










                                       2

<PAGE>

                        SPIRE CORPORATION AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE><CAPTION>
                                                                                      June 30,       December 31,
                                                                                        2000             1999
                                                                                   ------------      ------------
                                                                                    (Unaudited)
                                           ASSETS
<S>                                                                               <C>               <C>
Current assets
--------------
    Cash and cash equivalents                                                      $  7,580,955      $ 10,709,370
    Accounts receivable, trade:
        Amounts billed                                                                2,421,846         2,017,865
        Retainage                                                                        50,877            50,878
        Unbilled costs                                                                  471,850           343,242
                                                                                   ------------      ------------
                                                                                      2,944,573         2,411,985
        Less allowance for doubtful accounts                                            108,000           107,000
                                                                                   ------------      ------------
            Net accounts receivable                                                   2,836,573         2,304,985
                                                                                   ------------      ------------
    Inventories (Note 2)                                                              1,391,408         1,862,933
    Prepaid expenses and other current assets                                           265,922           351,948
                                                                                   ------------      ------------
            Total current assets                                                     12,074,858        15,229,236
                                                                                   ------------      ------------
Property and equipment                                                               14,877,923        14,640,003
    Less accumulated depreciation and amortization                                   12,742,533        12,621,001
                                                                                   ------------      ------------
            Net property and equipment                                                2,135,390         2,019,002
                                                                                   ------------      ------------
Patents (less accumulated amortization, $462,358 in 2000 and $448,507 in 1999)           94,119           106,956
Other assets                                                                             15,351             8,271
                                                                                   ------------      ------------
                                                                                        109,470           115,227
                                                                                   ------------      ------------
                                                                                   $ 14,319,718      $ 17,363,465
                                                                                   ============      ============
                            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
-------------------
    Accounts payable                                                               $    460,075      $  1,280,951
    Accrued liabilities                                                                 888,535         1,197,624
    Federal and State income taxes payable                                                 --           1,070,000
    Advances on contracts in progress                                                   950,334         1,962,300
                                                                                   ------------      ------------
        Total current liabilities                                                     2,298,944         5,510,875
                                                                                   ------------      ------------
Stockholders' equity
--------------------
    Common stock, $.01 par value; shares authorized 20,000,000;
        issued 3,866,000 shares in 2000 and 3,818,926 shares in 1999                     38,660            38,189
    Additional paid-in capital                                                       10,013,153         9,846,239
    Accumulated earnings                                                              3,188,649         3,187,851
                                                                                   ------------      ------------
                                                                                     13,240,462        13,072,279
    Treasury stock at cost, 552,160 shares                                           (1,219,688)       (1,219,688)
                                                                                   ------------      ------------
        Total stockholders' equity                                                   12,020,774        11,852,591
                                                                                   ------------      ------------
                                                                                   $ 14,319,718      $ 17,363,465
                                                                                   ============      ============
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                        SPIRE CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE><CAPTION>

                                                                Three Months Ended June 30,        Six Months Ended June 30,
                                                                ----------------------------      ----------------------------
                                                                    2000             1999             2000             1999
                                                                -----------      -----------      -----------      -----------
<S>                                                            <C>              <C>              <C>              <C>
Net sales and revenues
    Contract research, service and license revenues             $ 1,935,000      $ 2,227,249      $ 4,311,954      $ 4,882,346
    Sales of manufacturing equipment                              1,224,114          454,329        3,378,780        1,616,948
                                                                -----------      -----------      -----------      -----------
        Total sales and revenues                                  3,159,114        2,681,578        7,690,734        6,499,294
                                                                -----------      -----------      -----------      -----------

Costs and expenses
    Cost of contract research, services and licenses              1,761,049        1,708,038        3,292,670        3,524,059
    Cost of manufacturing equipment                                 769,374          395,849        2,083,293        1,402,274
    Selling, general and administrative expenses                  1,218,216        1,114,684        2,556,576        2,232,309
                                                                -----------      -----------      -----------      -----------
        Total costs and expenses                                  3,748,639        3,218,571        7,932,540        7,158,642
                                                                -----------      -----------      -----------      -----------

Loss from operations                                               (589,525)        (536,993)        (241,806)        (659,348)


Interest income (expense), net                                      117,511          (21,313)         242,604          (48,112)
                                                                -----------      -----------      -----------      -----------

Earnings (loss) before income taxes                                (472,014)        (558,306)             798         (707,460)

Income tax expense                                                 (205,600)            --               --               --
                                                                -----------      -----------      -----------      -----------

Net earnings (loss)                                             $  (266,414)     $  (558,306)     $       798      $  (707,460)
                                                                ===========      ===========      ===========      ===========

Earnings (loss) per share of common stock - basic               $     (0.08)     $     (0.17)     $      0.00      $     (0.22)
                                                                ===========      ===========      ===========      ===========

Earnings (loss) per share of common stock - diluted             $     (0.08)     $     (0.17)     $      0.00      $     (0.22)
                                                                ===========      ===========      ===========      ===========
Weighted average number of common and common
    equivalent shares outstanding - basic                         3,313,840        3,244,183        3,303,211        3,243,945
                                                                ===========      ===========      ===========      ===========
Weighted average number of common and common
    equivalent shares outstanding - diluted                       3,313,840        3,244,183        3,383,765        3,243,945
                                                                ===========      ===========      ===========      ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                        SPIRE CORPORATION AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE><CAPTION>
                                                                                          Six Months Ended June 30,
                                                                                        -----------------------------
                                                                                            2000             1999
                                                                                        -----------      ------------
<S>                                                                                   <C>               <C>
Cash flows from operating activities:
    Net earnings (loss)                                                                $        798      $   (707,640)
    Adjustments to reconcile net earnings (loss) to net cash provided by (used in)
        operating activities:
            Depreciation and amortization                                                   218,568           493,144
            Loss on sale of equipment                                                         6,454
            Changes in assets and liabilities:
                Accounts receivable                                                        (531,588           596,498
                Inventories                                                                 471,525           560,801
                Prepaid expenses and other current assets                                    86,026            79,195
                Income taxes payable                                                     (1,070,000)             --
                Accounts payable and accrued liabilities                                 (1,129,965)         (243,453)
                Advances on contracts in progress                                        (1,011,966)         (572,863)
                                                                                       ------------      ------------
                     Net cash provided by (used in) operating activities                 (2,960,148)          205,682
                                                                                       ------------      ------------
Cash flows from investing activities:
    Capital expenditures                                                                   (327,637)         (467,815)
    Patent expenditures                                                                      (1,015)           (5,064)
    Other assets                                                                             (7,080)          (48,949)
    Proceeds from sale of equipment                                                              80              --
                                                                                       ------------      ------------
                 Net cash used in investing activities                                     (335,652)         (521,828)
                                                                                       ------------      ------------
Cash flows from financing activities:
    Net borrowings on short-term debt                                                          --             550,000
    Exercise of stock options                                                               167,385             3,287
                                                                                       ------------      ------------
                     Net cash provided by financing activities                              167,385           553,287
                                                                                       ------------      ------------

Net increase (decrease) in cash and cash equivalents                                     (3,128,415)          237,141

Cash and cash equivalents, beginning of period                                           10,709,370           121,866
                                                                                       ------------      ------------
Cash and cash equivalents, end of period                                               $  7,580,955      $    359,189
                                                                                       ============      ============
Supplemental  disclosures  of cash flow  information:
    Cash paid during the year for:
        Interest expense                                                               $      5,369      $     21,313
                                                                                       ============      ============
        Income taxes                                                                   $  1,070,000      $      3,000
                                                                                       ============      ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>

                        SPIRE CORPORATION AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2000

(1)    Interim Financial Statements
       ----------------------------

             In the opinion of management, the accompanying unaudited condensed
       consolidated financial statements contain all adjustments necessary to
       fairly present the Company's financial position as of June 30, 2000 and
       the results of operations for the three and six months ended June 30,
       2000 and 1999 and changes in cash flows for the six months ended June 30,
       2000 and 1999. The results of operations for the three and six months
       ended June 30, 2000 are not necessarily indicative of the results to be
       expected for the fiscal year ending December 31, 2000.

             The accounting policies followed by the Company are set forth in
       Note 2 to the Company's consolidated financial statements in its annual
       report on Form 10-KSB for the year ended December 31, 1999.

             The financial statements, with the exception of the December 31,
       1999 balance sheet, are unaudited and have not been examined by
       independent certified public accountants.

(2)    Inventories
       -----------

       Inventories consist of the following:

                                              June 30,         December 31,
                                               2000                1999
                                             ----------         ----------

      Raw materials                          $  687,476         $  653,695
      Work in process                           703,932          1,044,331
      Finished goods                               --              164,907
                                             ----------         ----------
                                             $1,391,408         $1,862,933
                                             ==========         ==========

(3)    Earnings Per Share

             The  reconciliation  of the  denominators  of the basic and diluted
       earnings  (loss)  per  share  computations  for  the  Company's  reported
       earnings (loss) is as follows:

<TABLE><CAPTION>
                                              Three Months Ended June 30,  Six Months Ended June 30,
                                                -----------------------     -----------------------
                                                  2000          1999          2000          1999
                                                ---------     ---------     ---------     ---------
      <S>                                       <C>           <C>           <C>           <C>
      Weighted average number of shares
          outstanding - basic                   3,313,840     3,244,183     3,303,211     3,243,945
      Add net additional common shares upon
          exercise of common stock options           --            --          80,554          --
                                                ---------     ---------     ---------     ---------
      Adjusted weighted average common
          shares outstanding - diluted          3,313,840     3,244,183     3,383,765     3,243,945
                                                =========     =========     =========     =========
      </TABLE>

                                       6
<PAGE>

4)     Operating Segments and Related Information
       ------------------------------------------

             The following table presents certain operating division
       information. For Spire Optoelectronics for the three and six months ended
       June 30, 2000, the information relates to research and development
       activities, primarily for the U.S. government.

<TABLE><CAPTION>
                                                 Spire              Spire              Spire                              Total
                                                 Solar         Optoelectronics      Biomedical        All Other          Company
                                           ----------------- ------------------- ---------------- ----------------- ----------------
     <S>                                      <C>                  <C>              <C>                <C>              <C>
      For the Three Months Ended June 30, 2000
      ----------------------------------------
      Net sales and revenues                   $1,401,919           $  609,991       $1,109,458         $  37,746        $3,159,114
      Earnings (loss) from operations            (324,256)              98,278         (165,003)         (198,544)         (589,525)

      For the Three Months Ended June 30, 1999
      ----------------------------------------
      Net sales and revenues                   $  715,898           $1,029,606       $  936,074                --        $2,681,578
      Loss from operations                       (210,975)            (263,327)         (62,691)               --          (536,993)

      For the Six Months Ended June 30, 2000
      ----------------------------------------
      Net sales and revenues                   $3,531,818           $1,429,775       $2,465,086         $ 264,055        $7,690,734
      Earnings (loss) from operations            (166,354)             191,606          (41,431)         (225,629)         (241,806)

      For the Six Months Ended June 30, 1999
      ----------------------------------------
      Net sales and revenues                   $2,193,298           $2,319,544       $1,986,452         $      --        $6,499,294
      Loss from operations                       (359,756)            (283,190)         (16,421)               --          (659,348)
</TABLE>

         The segments above are presented on a basis consistent with December
31, 1999, and there have been no material changes in identifiable assets for the
reportable segments since December 31, 1999.

                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

OVERVIEW

         Spire develops, manufactures and markets highly-engineered photovoltaic
module manufacturing equipment and provides biomedical processing services.
Spire is the world's leader in the design and manufacture of specialized
equipment for the production of terrestrial photovoltaic modules from solar
cells, with its equipment installed in 144 factories and in 39 countries.
Spire's value-added service offerings to biomedical customers provide surface
treatments to enhance the performance of medical products. Spire also conducts
research and development activities, primarily for the U.S. government.

Results of Operations
---------------------

         The following table sets forth certain items as a percentage of net
sales and revenues for the periods presented:

<TABLE><CAPTION>
                                                          Three Months Ended June 30,     Six Months Ended June 30,
                                                              -------------------            -------------------
                                                               2000         1999              2000         1999
                                                              ------       ------            ------       ------
<S>                                                            <C>          <C>               <C>          <C>
             Net sales and revenues                            100.0%       100.0%            100.0%       100.0%
             Cost of sales and revenues                           80           79                70           76
                                                              ------       ------            ------       ------
             Gross profit                                         20           22                30           24
             Selling, general and administrative expenses         39           42                33           34
                                                              ------       ------            ------       ------
             Loss from operations                                (19)         (20)               (3)         (10)
             Loss before income taxes                            (15)         (21)             --            (11)
             Income tax expense                                   (7)        --                --           --
                                                              ------       ------            ------       ------
             Net loss                                             (8%)        (21%)               0%         (11%)
                                                              ======       ======            ======       ======
</TABLE>

THREE AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE AND SIX MONTHS ENDED
JUNE 30, 1999

Net Sales and Revenues

         Net sales and revenues increased $477,000 or 18% for the three months
ended June 30, 2000 to $3,159,000, compared to $2,682,000 for the three months
ended June 30, 1999. Contract research, service and license revenues decreased
$292,000 or 13% to $1,935,000 for the three months ended June 30, 2000 compared
to $2,227,000 for 1999. Manufacturing equipment sales increased $770,000 or 169%
to $1,224,000 for 2000, compared to $454,000 for 1999. The following table
categorizes the Company's net sales and revenues for the periods presented:

<TABLE><CAPTION>
                                                                        Three Months Ended June 30,
                                                                 ----------------------------------------
                                                                    2000           1999         % Change
                                                                 ----------     ----------     ----------
      <S>                                                        <C>            <C>            <C>
             Contract research, service and license revenues     $1,935,000     $2,227,000            (13%)
             Manufacturing equipment sales                        1,224,000        454,000            169%
                                                                 ----------     ----------
             Net sales and revenues                              $3,159,000     $2,682,000             18%
                                                                 ==========     ==========
      </TABLE>

         Net sales and revenues increased $1,192,000 or 18% for the six months
ended June 30, 2000 to $7,691,000, compared to $6,499,000 for the six months
ended June 30, 1999. Contract research, service and license revenues decreased
$570,000 or 12% to $4,312,000 for the six months ended June 30, 1999 compared to
$4,882,000 for 1999. Manufacturing equipment sales increased $1,762,000 or 109%
to $3,379,000 for 2000, compared to $1,617,000 for 1999.

                                       8
<PAGE>

       The following table  categorizes the Company's net sales and revenues for
the periods presented:

<TABLE><CAPTION>
                                                                       Six Months Ended June 30,
                                                                 ----------------------------------------
                                                                    2000           1999         % Change
                                                                 ----------     ----------     ----------
<S>                                                              <C>                   <C>                      <C>
             Contract research, service and license revenues     $4,312,000     $4,882,000            (12%)
             Manufacturing equipment sales                        3,379,000      1,617,000            109%
                                                                 ----------     ----------
             Net sales and revenues                              $7,691,000     $6,499,000             18%
                                                                 ==========     ==========
</TABLE>

         The increase in manufacturing equipment sales for the three and six
month periods ended June 30, 2000 is primarily due to capacity expansion in
photovoltaic module production. The decline in contract research, service and
license revenues for the three and six month periods ended June 30, 2000 is
primarily due to the sale of the Optoelectronics business, as well as delays in
performance by a subcontractor.

Cost of Sales and Revenues

         The cost of sales and revenues increased $426,000 to $2,530,000, and
increased to 80% of net sales and revenues, for the quarter ended June 30, 2000,
compared to $2,104,000 or 78% of net sales and revenues for the quarter ended
June 30, 1999.

         The cost of contract research, service and license revenues increased
$53,000 to $1,761,000, and increased to 91% of related revenues, for the quarter
ended June 30, 2000, compared to $1,708,000 or 77% of related revenues for the
quarter ended June 30, 1999. The increase is due to lower volume resulting in
unfavorable absorption of fixed costs. Cost of manufacturing equipment sales
increased $373,000 to $769,000, and decreased to 63% of related sales, for the
quarter ended June 30, 2000, compared to $396,000 or 87% of related sales, for
the quarter ended June 30, 1999. Cost of manufacturing equipment sales decreased
as a percentage of sales due to an increase in sales volume, resulting in a
favorable absorption of fixed costs.

         The following table categorizes the Company's cost of sales and
revenues for the periods presented, stated in dollars and as a percentage of
related sales and revenues:

<TABLE><CAPTION>
                                                                                   Three Months Ended June 30,
                                                                 ----------------------------------------------------------
                                                                    2000               %           1999               %
                                                                 ----------         --------    ----------        ---------
<S>                                                              <C>                   <C>      <C>                    <C>
             Cost of contract research, service and licenses     $1,761,000             91%     $1,708,000             77%
             Cost of manufacturing equipment                        769,000             63%        396,000             87%
                                                                 ----------                     ----------
             Total cost of sales and revenues                    $2,530,000             80%     $2,104,000             78%
                                                                 ==========                     ==========
</TABLE>

         The cost of contract research, service and license revenues decreased
$232,000 to 3,292,000, and decreased to 76% of related revenues, for the six
months ended June 30, 2000, compared to $3,524,000 or 72% of related revenues
for the six months ended June 30, 1999. The decrease as a percentage of sales is
due to a one time license sale of $500,000 which increased revenues without any
associated costs. Cost of manufacturing equipment sales increased $681,000 to
$2,083,000, and decreased to 62% of related sales, for the six months ended June
30, 2000, compared to $1,402,000 or 87% of related sales, for the six months
ended June 30, 1999. Cost of manufacturing equipment sales decreased as a
percentage of sales due to an increase in sales volume resulting in a favorable
absorption of fixed costs.

         The following table categorizes the Company's cost of sales and
revenues for the periods presented, stated in dollars and as a percentage of
related sales and revenues:

<TABLE><CAPTION>
                                                                                         Six Months Ended June 30,
                                                                         --------------------------------------------------------
                                                                            2000            %              1999             %
                                                                         ----------     ----------      ----------     ----------
            <S>                                                          <C>                <C>         <C>                <C>
             Cost of contract research, service and license revenues     $3,292,000         76%         $3,524,000         72%
             Cost of manufacturing equipment sales                        2,083,000         62%          1,402,000         87%
                                                                         ----------                     ----------
             Total cost of sales and revenues                            $5,375,000         70%         $4,926,000         76%
                                                                         ==========                     ==========
      </TABLE>

                                       9
<PAGE>

Selling, General and Administrative Expenses

         Selling, general and administrative expenses for the quarter ended June
30, 2000 increased $104,000 to $1,218,000, and decreased to 39% of sales and
revenues, compared to $1,115,000 or 42% of sales and revenues for the quarter
ended June 30, 1999. The increase in selling, general and administrative
expenses is due to the Company investing in its sales and marketing activities
by increasing consulting costs.

         Selling, general and administrative expenses for the six months ended
June 30, 2000 increased $324,000 to $2,557,000, and decreased to 33% of sales
and revenues, compared to $2,232,000 or 34% of sales and revenues for the six
months ended June 30, 1999. The increase in selling, general and administrative
expenses is due to the Company investing in its sales and marketing activities
by increasing consulting costs.

Interest

         The Company earned $120,000 of interest income for the quarter ended
June 30, 2000, compared to no interest income for the quarter ended June 30,
1999. The Company incurred interest expense of $2,369 in the second quarter of
2000 of which none was capitalized, compared to $21,313 of interest expense for
the quarter ended June 30, 1999.

Income Taxes

         The Company recorded a tax benefit of $205,000 for the quarter ended
June 30, 2000 compared to no tax benefit/expense for the same period of 1999.
The Company recorded no income tax expenses for the six months ended June 30,
2000 and June 30, 1999.

Net Earnings (Loss)

         The Company reported a net loss for the quarter ended June 30, 2000 of
$266,000, compared to a net loss of $558,000 for the quarter ended June 30,
1999. The Company reported a net profit of $798 for the six months ended June
30, 2000, compared to a net loss of $707,000 to the same period of 1999.

LIQUIDITY AND CAPITAL RESOURCES

         To date the Company has been able to fund its liquidity requirements
using cash from operations and available lines of credit. On July 25, 2000, the
Company entered into a revolving credit agreement with the Silicon Valley Bank,
replacing its previous credit facility with the Bank. This agreement provides
for a $2 million revolving credit facility, based upon eligible accounts
receivable requirements. This line of credit has been established to provide the
Company with resources for general working capital purposes and Standby Letter
of Credit Guarantees for foreign customers. The line is secured by all assets of
the Company. At June 30, 2000, interest on the line was at the Bank's prime rate
plus 1/2 percent on receivable loans. The line contains covenants including
provisions relating to profitability and net worth. The Company is currently
compliant with the terms of this credit agreement. As of June 30, 2000, the
Company had no outstanding debt under this revolving credit facility.

         The Company believes it has sufficient resources to finance its current
operations for the foreseeable future through working capital available cash
reserves, its existing line of credit and available lease arrangements. Cash and
cash equivalents decreased $3,128,000 to $7,581,000 at June 30, 2000, from
$10,709,000 at December 31, 1999, as a result of a reduction in trade payable, a
tax payment and cash used in operations during the first six months of 2000. To
date there are no material commitments by the Company for capital expenditures.
At June 30, 2000, the Company's retained earnings were $3,189,000, compared to
$3,188,000 as of December 31, 1999. Working capital as of June 30, 2000
increased 1% to $9,776,000, compared to $9,718,000 as of December 31, 1999.

                                       10
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities" was issued.
The Company will adopt SFAS No. 133, as amended by SFAS No. 137 and SFAS No.
138, on January 1, 2001 and it will not have a material effect on the
consolidated financial statements.

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition." An amendment has delayed the
effective date until the fourth quarter of 2000. The Company is reviewing the
requirements of this standard and has not yet determined the impact of this
standard on its consolidated financial statements.

IMPACT OF INFLATION AND CHANGING PRICES

         Historically, the Company's business has not been materially impacted
by inflation. Manufacturing equipment sales are generally quoted, manufactured
and shipped within a cycle of approximately six months, allowing for orderly
pricing adjustments to the cost of labor and purchased parts. The Company has
not experienced any negative effects from the impact of inflation on long-term
contracts. The Company's service business is not expected to be seriously
affected by inflation because its procurement-production cycle typically ranges
from two weeks to several months, and prices generally are not fixed for more
than one year. Research and development contracts usually include cost
escalation provisions.

FOREIGN EXCHANGE FLUCTUATION

         The Company sells only in U.S. dollars, generally against an
irrevocable confirmed letter of credit through a major U.S. bank. Therefore the
Company is not directly affected by foreign exchange fluctuations on its current
orders. However, fluctuations in foreign exchange rates do have an effect on the
Company's customers' access to U.S. dollars and on the pricing competition on
certain pieces of equipment that the Company sells in selected markets.

       THE FOREGOING STATEMENTS MAY INCLUDE  FORWARD-LOOKING  STATEMENTS SUBJECT
TO RISKS AND UNCERTAINTIES  THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE
SUCH A DIFFERENCE  INCLUDE,  BUT ARE NOT LIMITED TO, THOSE DISCUSSED OR REFERRED
TO IN THIS REPORT AND IN ITEM 6 OF THE ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 1999.

                                       11
<PAGE>

PART II - OTHER INFORMATION
---------------------------

ITEM 1.  LEGAL PROCEEDINGS
--------------------------

         The Company is subject, from time to time, to legal proceedings and
claims arising out of its business, which cover a wide range of matters.
Management, after review and consultation with counsel, considers that any
liability from all of these legal proceedings and claims would not materially
affect the consolidated financial position, results of operations or liquidity
of the Company.

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

         On May 23, 2000, the Company held a Special Meeting in Lieu of Annual
Meeting of Stockholders to vote on the following proposal:

         To fix the number of directors at six and to elect six members of the
         Board of Directors. Nominees for Director were: (a) Michael T. Eckhart,
         (b) Udo Henseler, (c) Roger G. Little, (d) Roger W. Redmond, (e) John
         A. Tarello, (f) Anthony J. Viscogliosi.

<TABLE><CAPTION>
                              Shares              Shares Voting Against            Shares                Broker
         Proposal           Voting For            or Authority Withheld          Abstaining             Non-Votes
----------------------   ------------------    ---------------------------    ------------------    ------------------

<S>                         <C>                        <C>                          <C>                 <C>
Michael T. Eckhart           3,009,963                  32,560                       0                   243,065
Udo Henseler                 3,009,963                  32,560                       0                   243,065
Roger G. Little              3,009,963                  32,560                       0                   243,065
Roger W. Redmond             3,009,963                  32,560                       0                   243,065
John A. Tarello              3,009,963                  32,560                       0                   243,065
Anthony J. Viscogliosi       3,009,963                  32,560                       0                   243,065
</TABLE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------

A.     The following exhibits are filed herewith:

       27    Financial Data Schedule

B.     During the quarter ended June 30, 2000, the Company filed no reports on
       Form 8-K.

                                       12

<PAGE>

                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                SPIRE CORPORATION
                                  (Registrant)


  14 August 2000            By:/s/ Roger G. Little
-----------------------        -------------------------------------------------
Date                           Roger G. Little
                               President, Chief Executive Officer and
                               Chairman of the Board


  14 August 2000            By:/s/ Richard S. Gregorio
-----------------------        -------------------------------------------------
Date                           Richard S. Gregorio
                               Vice President and Chief Financial Officer,
                               Treasurer, Clerk and Principal Accounting Officer






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